================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

                                       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


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 [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated files, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the exchange act.

Large Accelerated filer [_]                       Accelerated filer         [_]
Non-accelerated filer   [_]                       Smaller reporting company [X]
(Do not check if a
smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

Number of shares of Class A, common stock,
No par value, outstanding as of August 11, 2008:            2,324,837,194

================================================================================
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007


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

<TABLE><CAPTION>
<S>                                                                                          <C>
                                                                                             Page No.
                                                                                             --------
PART I.    FINANCIAL INFORMATION

     Item 1.  Condensed Consolidated Financial Statements

              Condensed Consolidated Balance Sheet - June 30, 2008 (Unaudited)
                  and December 31, 2007 (audited)                                              2 - 3

              Condensed Consolidated Statements of Operations - For the six months
                  and three months ended June 30, 2008 and 2007 (Unaudited)                        4

              Condensed Consolidated Statement of Accumulated Other Comprehensive
                  Loss - For the six months ended June 30, 2008 (Unaudited)                        5

              Condensed Consolidated Statements of Cash Flows - For the six months
                  ended June 30, 2008 and 2007  (Unaudited)                                   6 - 8

              Notes to Condensed Consolidated Financial Statements (Unaudited)                9 - 25

     Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                                          26 - 31

     Item 4T. Controls and Procedures                                                        31 - 32



PART II. OTHER INFORMATION

     Item 5.  Other Information                                                                   33

     Item 6.  Exhibits                                                                            33
</TABLE>




                                        1
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE><CAPTION>
                                                                         June 30,        December 31,
                                                                           2008             2007
                                                                       ------------     ------------
                                                                       (Unaudited)       (Audited)
<S>                                                                    <C>              <C>
                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                              $  2,263,917     $     79,919
Marketable securities                                                     7,688,401       10,814,954
Securities available for sale                                               698,165          676,272
Notes receivable - current portion                                          196,641               --
Accounts receivable, net of allowance for doubtful accounts $8,250
   and $0, respectively                                                       3,833               --
Prepaid expenses and other current assets                                    44,507          194,678
                                                                       ------------     ------------
      Total current assets                                               10,895,464       11,765,823
                                                                       ------------     ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
   of $219,193 and $214,721, respectively                                     9,154           11,285
                                                                       ------------     ------------
OTHER ASSETS
Convertible debentures receivable                                           891,417          852,447
Notes receivable                                                             14,537               --
Intangible assets, net of accumulated amortization of $1,240 and
   and $871, respectively                                                   212,142          170,975
Deposits and other assets                                                     6,666            6,666
                                                                       ------------     ------------
      Total other assets                                                  1,124,762        1,030,088
                                                                       ------------     ------------

TOTAL ASSETS                                                           $ 12,029,380     $ 12,807,196
                                                                       ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                  $  2,022,204     $  1,127,695
Short term loans payable                                                  4,583,001               --
Convertible debentures payable, net of discounts of $371,633 and
   $1,444,056, respectively                                               1,019,824        5,004,154
Derivative liability on convertible debentures                            1,890,122        4,249,113
Due to related parties                                                      554,924          176,293
Deferred revenues                                                             6,780               --
                                                                       ------------     ------------
      Total current liabilities                                          10,076,855       10,557,255
                                                                       ------------     ------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                                     --               --
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        2
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)



<TABLE><CAPTION>
                                                                                 June 30,        December 31,
                                                                                   2008              2007
                                                                               ------------      ------------
                                                                                (Unaudited)        (Audited)
<S>                                                                            <C>               <C>
STOCKHOLDERS' EQUITY
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;
      2008 - 2,015,951,305 shares issued; 2,015,948,305 shares outstanding
      2007 - 420,674,318 shares issued; 420,671,318 shares outstanding           26,030,454        25,325,012
Common stock, Class B, $0.01 par value; authorized 50,000,000 shares;
      2008 - 2,204,875 shares issued; 1,516,784 shares outstanding
      2007 - 2,204,875 shares issued; 1,552,484 shares outstanding                   15,168            15,525
Discount on investment in subsidiary                                             (1,781,133)               --
Additional paid-in capital                                                          719,702           719,702
Accumulated other comprehensive loss                                             (1,111,578)       (1,096,000)
Accumulated deficit                                                             (21,891,288)      (22,685,498)
Treasury stock, 3,000 Class A shares, at cost                                       (28,800)          (28,800)
                                                                               ------------      ------------
           Total stockholders' equity                                             1,952,525         2,249,941
                                                                               ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $ 12,029,380      $ 12,807,196
                                                                               ============      ============
</TABLE>












     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE><CAPTION>
                                                            For the six months                        For the three months
                                                               Ended June 30,                             Ended June 30,
                                                  --------------------------------------     --------------------------------------
                                                         2008                 2007                 2008                  2007
                                                  ----------------      ----------------     ----------------      ----------------
<S>                                               <C>                   <C>                  <C>                   <C>
SALES                                             $         78,704      $        915,777     $         40,968      $        597,826

COST OF SALES                                                   --                    --                   --                    --
                                                  ----------------      ----------------     ----------------      ----------------
GROSS PROFIT                                                78,704               915,777               40,968               597,826
                                                  ----------------      ----------------     ----------------      ----------------

GENERAL AND ADMINISTRATIVE EXPENSES
    General and administrative expenses                    700,371               381,249              353,553               182,481
    Amortization of financing costs                         72,396                86,875               28,958                43,438
    Depreciation and amortization                            3,295                 7,359                1,560                 3,892
                                                  ----------------      ----------------     ----------------      ----------------
Total selling, general and administrative expenses         776,062               475,483              384,071               229,811
                                                  ----------------      ----------------     ----------------      ----------------

INCOME (LOSS) FROM CONTINUING OPERATIONS                  (697,358)              440,294             (343,103)              368,015
                                                  ----------------      ----------------     ----------------      ----------------
OTHER INCOME (EXPENSE)
    Other income                                           344,855               264,605              159,736               189,599
    Gain on revaluation of derivatives                   3,624,804             1,275,129            2,450,143               (70,058)
    Amortization of discount on debt                    (1,758,920)           (1,992,410)            (417,278)           (1,080,174)
    Interest expense                                      (707,980)             (258,541)            (301,076)             (129,024)
                                                  ----------------      ----------------     ----------------      ----------------
Total other income (expense)                             1,502,759              (711,217)           1,891,525            (1,089,657)
                                                  ----------------      ----------------     ----------------      ----------------
INCOME (LOSS) FROM CONTINUING OPERATIONS
   BEFORE PROVISION FOR INCOME TAXES                       805,401              (270,923)           1,548,422              (721,642)

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

INCOME (LOSS) FROM CONTINUING OPERATIONS                   805,401              (270,923)           1,548,422              (721,642)

LOSS FROM DISCONTINUED OPERATIONS                               --              (621,152)                  --              (245,196)

MINORITY INTEREST IN CONSOLIDATED
   SUBSIDIARY NET INCOME (LOSS)                            (11,191)                   --                5,158                    --
                                                  ----------------      ----------------     ----------------      ----------------
NET INCOME (LOSS) APPLICABLE TO
   COMMON SHARES                                  $        794,210      $       (892,075)    $      1,553,580      $       (966,838)
                                                  ================      ================     ================      ================
NET INCOME (LOSS) PER COMMON SHARE
    Continuing Operations - Basic                 $           0.00      $          (0.00)    $           0.00      $          (0.01)
                                                  ================      ================     ================      ================
    Continuing Operations - Diluted               $           0.00      $             --     $           0.00      $             --
                                                  ================      ================     ================      ================
    Discontinued Operations - Basic               $           0.00      $          (0.01)    $           0.00      $          (0.00)
                                                  ================      ================     ================      ================
    Discontinued Operations - Diluted             $           0.00      $             --     $           0.00      $             --
                                                  ================      ================     ================      ================
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                            1,117,554,274            78,216,151        1,550,083,986            84,169,672
                                                  ================      ================     ================      ================
    Diluted                                         10,000,000,000                    --       10,000,000,000                    --
                                                  ================      ================     ================      ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENT OF
                ACCUMULATED OTHER COMPREHENSIVE LOSS (UNAUDITED)
                        FOR THE SIX MONTHS ENDED JUNE 30,





<TABLE><CAPTION>
                                                             2008                  2007
                                                       ----------------      ----------------
<S>                                                    <C>                   <C>
Balance at beginning of the period                     $     (1,096,000)     $       (376,559)

Unrealized (loss) on securities available for sale:
   Unrealized (loss) arising during the period                   (9,340)             (734,468)
   Less: reclassification adjustment for gains (losses)
         included in net income (loss)                           (6,238)               95,804
                                                       ----------------      ----------------
   Net change for the period                                    (15,578)             (638,664)
                                                       ----------------      ----------------
Balance at end of the period                           $     (1,111,578)     $     (1,015,223)
                                                       ================      ================
</TABLE>















     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                        FOR THE SIX MONTHS ENDED JUNE 30,


<TABLE><CAPTION>
                                                                                              2008                  2007
                                                                                        ----------------      ----------------
<S>                                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                                    $        794,210      $       (270,923)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation of fixed assets and amortization of intangibles                                 3,061                 7,359
      Amortization of prepaid finance costs                                                       72,396                86,875
      Amortization of discount on debt conversion                                              1,203,780             1,992,410
      Beneficial interest on issuance of stock                                                   258,285                    --
      (Gain) loss on sales of securities available for sale                                       (6,237)               85,234
      Interest and dividends earned on investments                                               (71,486)              (65,778)
      Non-cash consulting revenues earned                                                             --              (840,000)
      Gain on revaluation of derivatives                                                      (2,550,822)           (1,275,129)
      Minority interest in consolidated subsidiary net income                                     11,191                    --
   Changes in certain assets and liabilities:
      (Increase) in accounts and notes receivable                                                (29,546)                   --
      (Increase) decrease in prepaid expenses and other assets                                    16,896               (22,368)
      Increase in accounts payable and accrued liabilities                                       328,702               250,774
      (Decrease) in deferred revenues                                                                 --               (25,000)
      Increase in related party liabilities                                                       52,450                34,468
                                                                                        ----------------      ----------------
   Total cash provided by (used in) operating activities                                          82,880               (42,078)
                                                                                        ----------------      ----------------

Net loss from discontinued operations                                                                 --              (621,152)
   Net effect on cash flow from spin-off of discontinued operations                                   --               455,380
                                                                                        ----------------      ----------------
   Total cash provided by (used in) operating activities of discontinued operations                   --              (165,772)
                                                                                        ----------------      ----------------
      Total cash provided by (used in) operating activities                                       82,880              (207,850)
                                                                                        ----------------      ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                                 --                (4,708)
   Increase in costs of trademarks and other intangibles                                          (2,020)               (4,502)
   Net proceeds from sales of securities available for sale                                       12,191               136,787
   Investment in securities and loans in unaffiliated companies                                  (77,250)              (25,000)
   Net redemption of principal and interest on marketable securities                           3,126,553                   298
   Net effect on cash flow from consolidation of majority owned investment                      (744,847)                   --
                                                                                        ----------------      ----------------
   Total cash provided by investing activities from continuing operations                      2,314,627               102,875
                                                                                        ----------------      ----------------

   Adjustments to reconcile total cash provided by (used in) investing activities
   from discontinued operations                                                                       --                (6,272)
                                                                                        ----------------      ----------------
      Total cash provided by investing activities                                              2,314,627                96,603
                                                                                        ----------------      ----------------
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                        6
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)
                        FOR THE SIX MONTHS ENDED JUNE 30,


<TABLE><CAPTION>
                                                                                     2008              2007
                                                                                 ------------      ------------
<S>                                                                              <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from short term borrowings                                              5,660,000                --
   Repayment of short term borrowings                                              (1,076,999)               --
   Repayment of convertible debentures                                             (4,796,510)               --
                                                                                 ------------      ------------
   Total cash (used in) financing activities                                         (213,509)               --
                                                                                 ------------      ------------

   Adjustments to reconcile total cash provided by financing activities from
   discontinued operations                                                                 --           154,000
                                                                                 ------------      ------------

   Total cash provided by (used in) financing activities                             (213,509)          154,000
                                                                                 ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                           2,183,998            42,753
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                        79,919            31,235
                                                                                 ------------      ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                        $  2,263,917      $     73,988
                                                                                 ============      ============
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                              $      6,001      $         --
                                                                                 ============      ============
   Income taxes                                                                  $         --      $         --
                                                                                 ============      ============
</TABLE>
















     See accompanying notes to condensed consolidated financial statements.

                                        7
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007


SUPPLEMENTAL CASH FLOW INFORMATION:

a)   On March 12, 2008, the Company acquired 1,444.44 shares of iVoice
     Technology, Inc.'s Series A 10% Convertible Preferred Stock for $1,444,444.
     This transaction was eliminated in consolidation.

b)   The Company exchanged $75,535 of amounts due from iVoice Technology, Inc.
     and B Green Innovations, Inc. into Convertible Promissory Notes of the same
     amount. These transactions were eliminated in consolidation.

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

For the six months ended June 30, 2008:
---------------------------------------

a)   The Company issued 1,383,276,987 shares of Class A common stock to YA
     Global Investments, LP as repayment of principal on outstanding convertible
     debentures, valued at $705,085.

b)   The Company issued 212,000,000 shares of Class A Common upon the conversion
     of 35,700 shares of Class B Common Stock.

c)   The Company received 37,000,000 shares of Thomas Pharmaceuticals, Ltd.
     Class A common stock on conversion of $3,920 of convertible debentures
     receivable.

d)   The Company exchanged $67,535 of amounts due from SpeechSwitch, Inc. into a
     Convertible Promissory Note of the same amount.

e)   The Company received 151,000,000 shares of SpeechSwitch, Inc. Class A
     common stock on conversion of $12,080 of convertible notes receivable.

f)   The Company received 42,000,000 shares of iVoice Technology, Inc. Class A
     common stock on conversion of $13,440 of convertible notes receivable. This
     transaction was eliminated in consolidation.

g)   The Company exchanged $47,302 of amounts due from Thomas Pharmaceuticals,
     Ltd. into a Convertible Promissory Note of the same amount.

For the six months ended June 30, 2007:
---------------------------------------

a)   The Company issued 18,170,493 shares of Class A common stock to YA Global
     Investments, LP. (f/k/a Cornell Capital Partners) as repayment of principal
     on outstanding convertible debentures, valued at $177,500.

b)   The Company received 4,000,000 shares of Class A common stock of Deep Field
     Technologies as compensation for consulting services to be provided
     pursuant to the terms of the Consulting Agreement entered into on February
     13, 2007. The value of the agreement was determined to be $1,120,000 and is
     being amortized over six months ending August 13, 2007.

c)   The Company issued 2,012,651 shares of Class A Common upon the conversion
     of 10,863 shares of Class B Common Stock


     See accompanying notes to condensed consolidated financial statements.

                                        8
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------
         The accompanying unaudited condensed consolidated financial statements
         include the accounts of iVoice, Inc. (the "Company" or "iVoice") and
         its wholly owned subsidiary, iVoice Innovations, Inc. and its majority
         owned public company, iVoice Technology, Inc. These condensed
         consolidated 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-Q
         and Regulation S-X. 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. It is suggested that these condensed consolidated financial
         statements be read in conjunction with the December 31, 2007 audited
         financial statements and the accompanying notes thereto.

         Between February 11, 2004 and August 5, 2005, the Company completed the
         transfer of certain business segments and their related assets and
         liabilities to its four wholly owned subsidiaries Trey Resources, Inc,
         SpeechSwitch, Inc, iVoice Technology, Inc and Deep Field Technologies,
         Inc. These companies were then spun-off from iVoice as special
         dividends of the shares of Class A common Stock of the respective
         companies to the iVoice stockholders. Effective with the spin-off of
         the four subsidiaries, SpeechSwitch, iVoice Technology, Trey Resources
         and Deep Field Technologies now operate as independent publicly traded
         entities.

         On March 12, 2008, the Company acquired 1,444.44 shares of iVoice
         Technology, Inc.'s Series A 10% Convertible Preferred Stock for
         $1,444,444. The holder of each share of Series A Preferred Stock shall
         have the right to one vote for each share of Common Stock into which
         such Series A Preferred Stock could then be converted, and with respect
         to such vote, such holder shall have full voting rights and powers
         equal to the voting rights and powers of the holders of Common Stock,
         and shall be entitled to notice of any shareholders' meeting in
         accordance with the bylaws of the Corporation, and shall be entitled to
         vote, together with holders of Common Stock, with respect to any
         question upon which holders of Common Stock have the right to vote. In
         addition, the holders of the Series A Preferred Stock shall not have in
         the aggregate more than seventy percent (70%) of the total votes of all
         classes of voting stock of the Corporation that would vote at a meeting
         of shareholders. Based on this voting formula, it was determined that
         iVoice, Inc. has voting rights equal to 70% of the voting stock of
         iVoice Technology and as such, according to APB Opinion No. 18 "THE
         EQUITY METHOD OF ACCOUNTING FOR INVESTMENTS IN COMMON STOCK", iVoice,
         Inc. is required to consolidate the results of operations of iVoice
         Technology with those of iVoice and its other subsidiary.

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

                                        9
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         Principles of Consolidation
         ---------------------------
         The accompanying condensed consolidated financial statements include
         the accounts of the Company and its wholly owned subsidiary, iVoice
         Innovations, Inc. and its majority owned public company, iVoice
         Technology, Inc. ("iVoice Technology"). All significant inter-company
         transactions and balances have been eliminated in consolidation.

         Use of Estimates
         ----------------
         The preparation of financial statements are in conformity with
         accounting principles generally accepted in the United States of
         America which requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of the
         financial statements and the reported amounts of revenue and expenses
         during the reporting period. Actual results could differ from those
         estimates.

         Revenue Recognition
         -------------------
         The parent Company obtains its income primarily from the sales or
         licensing of its patents and patent applications. Revenues for the
         sales of our patents are recorded upon transfer of title. The patent
         revenues are reported net of any broker fees or commissions.

         The Company also is reporting revenues for iVoice Technology which
         derives its revenues from the licensing of its software product and
         optional customer support (maintenance) service. iVoice Technology's
         standard license agreement provides for a one-time fee for use of the
         company's product in perpetuity for each computer or CPU in which the
         software will reside. iVoice Technology's software application is fully
         functional upon delivery and implementation and does not require any
         significant modification or alteration. iVoice Technology also offers
         customers an optional annual software maintenance and support agreement
         for the subsequent one-year periods.

         Cash and Cash Equivalents
         -------------------------
         The Company considers all highly liquid investments purchased with
         original maturities of three months or less to be cash equivalents. The
         Company had cash and cash equivalents at June 30, 2008 and December 31,
         2007 of $2,263,917 and $79,919, respectively.

         Concentration of Credit Risk
         ----------------------------
         The Company maintains cash balances at a financial institution that is
         insured by the Federal Deposit Insurance Corporation up to $100,000.
         The cash equivalents are not insured. The Company has uninsured cash
         balances at June 30, 2008 and December 31, 2007 of $2,044,875 and
         $29,148, respectively.

         Marketable Securities
         ---------------------
         Marketable securities consist of auction rate securities with auction
         reset periods less than 12 months and are stated at fair value. The
         cost of securities sold is based on specific identification. The
         Company had marketable securities at June 30, 2008 and December 31,
         2007 of $7,688,401 and $10,814,954, respectively.

                                       10
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         Securities Available-for-sale
         -----------------------------
         The Company has evaluated its investment policies consistent with FAS
         No. 115, Accounting for Certain Investments in Debt and Equity
         Securities, and determined that all of its investment securities are to
         be classified as available-for-sale. Available-for-sale securities are
         carried at fair value, with the unrealized gains and losses reported in
         Stockholders' Equity under the caption Accumulated Other Comprehensive
         Income (Loss). The Company had securities available for sale at June
         30, 2008 and December 31, 2007 of $698,165 and $676,272, respectively.

         Fair Value of Financial Instruments
         -----------------------------------
         The Company estimates that the fair value of all financial instruments
         at June 30, 2008 and December 31, 2007, as defined in FAS 107, does not
         differ materially from the aggregate carrying values of its financial
         instruments recorded in the accompanying condensed consolidated balance
         sheet. The estimated fair value amounts have been determined by the
         Company using available market information and appropriate valuation
         methodologies. Considerable judgment is required in interpreting market
         data to develop the estimates of fair value, and accordingly, the
         estimates are not necessarily indicative of the amounts that the
         Company could realize in a current market exchange.

         Earnings (Loss) Per Share
         -------------------------
         FAS 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 EPS 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 for the six months ended June
         30, 2008 does not assume conversion, exercise or contingent exercise of
         securities that would have an anti-dilutive effect on earnings. Common
         stock equivalents for the six months ended June 30, 007, were not
         included in the computation of diluted EPS when the Company reported a
         loss because to do so would be anti-dilutive.

         The shares used in the computations are as follows:
<TABLE><CAPTION>
                                                                            Six months ended June 30,
                                                                    ----------------------------------------
                                                                          2008                    2007
                                                                    ----------------        ----------------
         <S>                                                        <C>                     <C>
         Net income (loss) from continuing operations               $        805,401        $       (270,923)
                                                                    ================        ================
         Net income (loss) from discontinued operations             $             --        $       (616,152)
                                                                    ================        ================
         Minority interest in net income                            $        (11,191)       $             --
                                                                    ================        ================
         Net income (loss) applicable to common shares              $        794,210        $       (892,075)
                                                                    ================        ================

         Weighted average shares outstanding - basic                   1,117,554,274              78,216,151
                                                                    ================        ================
         Weighted average shares outstanding - diluted (see note)     10,000,000,000                      --
                                                                    ================        ================
         Net income (loss) per common share outstanding:
              Continuing operations - basic                         $           0.00        $          (0.00)
                                                                    ================        ================
              Continuing operations - diluted                       $           0.00        $             --
                                                                    ================        ================
              Discontinued operations - basic                       $           0.00        $          (0.01)
                                                                    ================        ================
              Discontinued operations - diluted                     $           0.00        $             --
                                                                    ================        ================
</TABLE>

                                       11
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         The Company had common stock equivalents in excess of its authorized
         capital at June 30, 2008, so the maximum authorized shares of
         10,000,000,000 is shown for diluted earnings per common share
         calculations. The Company had common stock equivalents of
         47,124,088,608 at June 30, 2008.

         Comprehensive Income
         --------------------
         FAS No. 130, "Reporting Comprehensive Income", establishes standards
         for the reporting and display of comprehensive income and its
         components in the financial statements. The items of other
         comprehensive income that are typically required to be displayed are
         foreign currency items, minimum pension liability adjustments, and
         unrealized gains and losses on certain investments in debt and equity
         securities. As of June 30, 2008 and 2007, the Company has several items
         that represent comprehensive income, and thus, has included a statement
         of comprehensive income.

         Reclassification of accounts in the prior period financial statements
         ---------------------------------------------------------------------
         The Company has reclassified certain accounts in the statements of
         operations and statements of cash flows for the six months ended June
         30, 2007 to reflect the Spin-off of Thomas Pharmaceuticals, Ltd. The
         statements reflect the reclassification of these operations to below
         the line as discontinued operations in accordance with the provisions
         of FAS No. 144, "Accounting for the Impairment or Disposal of Long
         Lived Assets". There has been no effect on net loss for the six months
         ended June 30, 2007.

         The Company has also reclassified the auction rate securities of
         $10,822,055 from Cash equivalents to Marketable Securities at June 30,
         2007. This reclassification has no effect on the Total assets of
         $13,312,806 at June 30, 207 or total cash (used in) operating
         activities of continuing operations of $42,078 for the six months ended
         June 30, 2007.

         Derivative Liabilities
         ----------------------
         During April 2003, the Financial Accounting Standards Board issued SFAS
         149, "Amendment of Statement 133 on Derivative Instruments and Hedging
         Activities." SFAS 149 amends and clarifies accounting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts, and for hedging activities under SFAS 133, "Accounting for
         Derivative Instruments and Hedging Activities." The statement requires
         that contracts with comparable characteristics be accounted for
         similarly and clarifies when a derivative contains a financing
         component that warrants special reporting in the statement of cash
         flows. SFAS 149 is effective for contracts entered into or modified
         after September 30, 2003, except in certain circumstances, and for
         hedging relationships designated after September 30, 2003. The
         financial statements for the six months ended June 30, 2008 include the
         recognition of the derivative liability on the underlying securities
         issuable upon conversion of the YA Global Convertible Debentures
         (f/k/a/ Cornell Convertible Debentures).

         Recent Accounting Pronouncements
         --------------------------------
         In December 2007, the FASB issued SFAC No 141(R), "Business
         Combinations." This statement provides new accounting guidance and
         disclosure requirements for business combinations. SFAS No 141(R) is
         effective for business combinations which occur in the first fiscal
         year beginning on or after December 15, 2008.

                                       12
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         In December 2007, the FASB finalized the provisions of the Emerging
         Issues Task Force (EITF) Issue No. 07-1, "Accounting for Collaborative
         Arrangements." This EITF Issue provides guidance and requires financial
         statement disclosures for collaborative arrangements. EITF Issue No.
         07-1 is effect for financial statements issued for fiscal years
         beginning after December 15, 2008. The Company is currently assessing
         the effect of EITF Issue No. 07-1 on its financial statements, but it
         is not expected to be material.

         In September 2006, the Financial Accounting Standards Board ("FASB")
         issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"), which
         clarifies the definition of fair value whenever another standard
         requires or permits assets or liabilities to be measured at fair value.
         Specifically, the standard clarifies that fair value should be based on
         the assumptions market participants would use when pricing the asset or
         liability, and establishes a fair value hierarchy that prioritizes the
         information used to develop those assumptions. SFAS No. 157 does not
         expand the use of fair value to any new circumstances, and must be
         applied on a prospective basis except in certain cases. The standard
         also requires expanded financial statement disclosures about fair value
         measurements, including disclosure of the methods used and the effect
         on earnings.

         In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective
         Date of FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No.
         157-2 defers the effective date of SFAS No. 157 to fiscal years
         beginning after December 15, 2008, and interim periods within those
         fiscal years, for all nonfinancial assets and liabilities, except those
         that are recognized or disclosed at fair value in the financial
         statements on a recurring basis (at least annually). Examples of items
         within the scope of FSP No. 157-2 are nonfinancial assets and
         nonfinancial liabilities initially measured at fair value in a business
         combination (but not measured at fair value in subsequent periods), and
         long-lived assets, such as property, plant and equipment and intangible
         assets measured at fair value for an impairment assessment under SFAS
         No. 144.

         The partial adoption of SFAS No. 157 on January 1, 2008 with respect to
         financial assets and financial liabilities recognized or disclosed at
         fair value in the financial statements on a recurring basis did not
         have a material impact on the Company's financial statements. See Note
         3 for the fair value measurement disclosures for these assets and
         liabilities. The Company is in the process of analyzing the potential
         impact of SFAS No. 157 relating to its planned January 1, 2009 adoption
         of the remainder of the standard.

         On January 1, 2008, the Company adopted SFAS No. 159, "The Fair Value
         Option for Financial Assets and Financial Liabilities, Including an
         amendment of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159
         permits entities to choose to measure many financial instruments and
         certain other items at fair value, which are not otherwise currently
         required to be measured at fair value. Under SFAS No. 159, the decision
         to measure items at fair value is made at specified election dates on
         an instrument-by-instrument basis and is irrevocable. Entities electing
         the fair value option are required to recognize changes in fair value
         in earnings and to expense upfront costs and fees associated with the
         item for which the fair value option is elected. The new standard did
         not impact the Company's Condensed Consolidated Financial Statements,
         as the Company did not elect the fair value option for any instruments
         existing as of the adoption date. However, the Company will evaluate
         the fair value measurement election with respect to financial
         instruments the Company enters into in the future.

                                       13
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         In December 2007, the FASB issued SFAS No. 160, Non-controlling
         Interests in Consolidated Financial Statements -- an amendment of ARB
         No. 51 ("SFAS 160"). SFAS 160 requires that ownership interests in
         subsidiaries held by parties other than the parent, and the amount of
         consolidated net income, be clearly identified, labeled, and presented
         in the consolidated financial statements within equity, but separate
         from the parent's equity. It also requires once a subsidiary is
         deconsolidated, any retained non-controlling equity investment in the
         former subsidiary be initially measured at fair value. Sufficient
         disclosures are required to clearly identify and distinguish between
         the interests of the parent and the interests of the non-controlling
         owners. SFAS 160 will be effective beginning January 1, 2009.
         Management anticipates that the adoption of SFAS 160 will not have a
         material impact on the Company's financial statements.

         In March 2008, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 161,
         "Disclosures about Derivative Instruments and Hedging Activities - an
         amendment of FASB Statement No. 133" ("SFAS 161"), which modifies and
         expands the disclosure requirements for derivative instruments and
         hedging activities. SFAS 161 requires that objectives for using
         derivative instruments be disclosed in terms of underlying risk and
         accounting designation and requires quantitative disclosures about fair
         value amounts and gains and losses on derivative instruments. It also
         requires disclosures about credit-related contingent features in
         derivative agreements. SFAS 161 is effective for financial statements
         issued for fiscal years and interim periods beginning after November
         15, 2008, with early application encouraged. SFAS 161 encourages, but
         does not require, comparative disclosures for earlier periods at
         initial adoption. The adoption of SFAS 161 is not expected to have a
         material impact on our consolidated financial condition or results of
         operations.

NOTE 2 - DISCONTINUED OPERATIONS

         On November 21, 2007, iVoice completed the distribution of Thomas
         Pharmaceuticals through the issuance of one share of Thomas
         Pharmaceuticals Class A common stock for every share of iVoice Class A
         common stock held on the record date of November 14, 2007.

         The summarized results of operations for the six months ended June 30,
         2007 are as follows:

              Revenues                       $  26,707
              Cost of revenues                  90,976
                                             ---------
              Gross profit                     (64,269)
              Operating expenses               483,902
                                             ---------
              Operating loss                  (548,171)
              Other expense                     72,981
              Provision for income taxes            --
                                             ---------
              Net loss                       $(621,152)
                                             =========


                                       14
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


NOTE 3 - FAIR VALUE MEASUREMENTS

         On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value
         Measurements" ("SFAS 157"). SFAS 157 defines fair value, provides a
         consistent framework for measuring fair value under Generally Accepted
         Accounting Principles and expands fair value financial statement
         disclosure requirements. SFAS 157's valuation techniques are based on
         observable and unobservable inputs. Observable inputs reflect readily
         obtainable data from independent sources, while unobservable inputs
         reflect our market assumptions. SFAS 157 classifies these inputs into
         the following hierarchy:

         Level 1 Inputs - Quoted prices for identical instruments in active
                 markets.
         Level 2 Inputs - Quoted prices for similar instruments in active
                 markets; quoted prices for identical or similar instruments in
                 markets that are not active; and model-derived valuations
                 whose inputs are observable or whose significant value drivers
                 are observable.
         Level 3 Inputs- Instruments with primarily unobservable value drivers.

         The following table represents the fair value hierarchy for those
         financial assets and liabilities measured at fair value on a recurring
         basis as of June 30, 2008.
<TABLE><CAPTION>
Assets                             Level I         Level II         Level III         Total
                                ------------     ------------     ------------     ------------
<S>                             <C>              <C>              <C>              <C>
Marketable securities           $  7,688,401     $         --     $         --     $  7,688,401
Securites available for sal          698,165               --               --          698,165
Notes receivable                          --          211,178               --          211,178
Convertible debentures                    --          891,417               --          891,417
                                ------------     ------------     ------------     ------------
Total Assets                    $  8,386,566     $  1,102,595     $         --     $  9,489,161
                                ============     ============     ============     ============

Short term loans                $         --     $  4,583,001     $         --     $  4,583,001
Convertible debentures                    --        1,019,824               --        1,019,824
Derivative liabilities                    --        1,890,122               --        1,890,122
                                ------------     ------------     ------------     ------------
Total Liabilities               $         --     $  7,492,947     $         --     $  7,492,947
                                ============     ============     ============     ============
</TABLE>


NOTE 4 - MARKETABLE SECURITIES

         At various times since 2004, the Company had deposited proceeds from
         debt financing into short-term securities with our Investment broker.
         During 2006 and 2007, these short-term securities were exchanged for
         auction rate preferred shares ("ARPS") which provided greater returns
         on our investments. ARPS have long-term maturity with the interest rate
         being reset through Dutch auctions that are typically held every 7, 28
         or 35 days. The securities trade at par and are callable at par on any
         interest payment date at the option of the issuer. Interest is paid at
         the end of each auction period. Our auction rate securities are all AAA
         rated. The Company had marketable securities at June 30, 2008 and
         December 31, 2007 of $7,688,401 and $10,814,954, respectively.

                                       15
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


NOTE 5 - SECURITIES AVAILABLE FOR SALE

         On January 6, 2006 and April 27, 2006, iVoice, Inc. purchased an
         aggregate of $550,000 of Thomas NJ Series B Convertible Preferred
         Stock. The initial value of each share is $1,000 and is subject to
         adjustment for stock dividends, combinations, splits, recapitalizations
         and the like. The holders of these shares are entitled to receive
         dividends at a rate of 10% per annum based on the initial value of the
         shares outstanding. Upon liquidation, the holders of these shares will
         receive up to 125% of the initial value of the shares plus accumulated
         and unpaid dividends, but following the distribution to any senior debt
         or senior equities. The holders of these shares may convert their
         shares into Class A Common Stock at the price per share equal to eighty
         percent (80%) of the lowest closing bid price of the Common Stock for
         the five (5) trading days immediately preceding the conversion date,
         but cannot be converted into more than 9.99% of the total Class A
         Common Stock at that time of conversion. The holders of these shares
         shall have one vote for each shares of Class A Common Stock into which
         each shares of Series B Preferred Shares could be converted assuming a
         conversion price of eighty percent (80%) of the lowest closing bid
         price of the Common Stock for the five (5) trading days immediately
         preceding the record date, but are limited to voting rights to no more
         than 9.99% of the total voting rights of the aggregate of the Series B
         Preferred Stock, Class A Common Stock and Class B Common Stock
         shareholders. The accounts are valued at the initial stated value plus
         earned dividends. At June 30, 2008 and December 31, 2007, the total
         balance is $679,689 and $652,264, respectively.

         On February 13, 2007, the Company received 4,000,000 shares for Deep
         Field Technologies Class A Common Stock as compensation pursuant to the
         Consulting Agreement with Deep Field Technologies, valued at
         $1,120,000. The Company provided "general corporate finance advisory
         and other similar consulting services" for a period of six (6) months
         from the date of the agreement. At June 30, 2008, the book value of
         these securities is $1,120,000 and the market value is $5,200. The
         cumulative unrealized loss of $1,114,800 is included in the Other
         Comprehensive Income (Loss).

         On January 15, 2008 and May 1, 2008, the Company received an aggregate
         of 37,000,000 shares of Thomas Pharmaceuticals, Ltd. Class A Common
         Stock upon conversion of $3,920 of 10% Secured Convertible Debentures
         receivable dated January 6, 2006. During the six months ended June 30,
         2008, the Company sold 9,517,923 shares for a net proceeds of $4,367.
         The book value of the remaining shares is $3,158 and the market value
         is $5,496. The unrealized gain of $2,338 is included in the Other
         Comprehensive Income (Loss).

         On March 10, 2008 and May 21, 2008, the Company received an aggregate
         of 151,000,000 shares of SpeechSwitch, Inc. Class A Common Stock upon
         conversion of $12,080 of Convertible Promissory Note receivable dated
         March 5, 2008. During the six months ended June 30, 2008, the Company
         sold 64,805,823 shares for a net proceeds of $7,816. The book value of
         the remaining shares is $6,895 and the market value is $8,619 at June
         30, 2008. The unrealized gain of $1,724 is included in the Other
         Comprehensive Income (Loss).

         On March 10, 2008 and March 18, 2008, the Company received an aggregate
         of 42,000,000 shares of iVoice Technology, Inc. Class A Common Stock
         upon conversion of $13,440 of Convertible Promissory Note receivable
         dated March 5, 2008. The market value is $12,600 at June 30, 2008. The
         unrealized loss of $840 is included in the Other Comprehensive Income
         (Loss).
                                       16
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         Cash receipts from the sales of the securities are deposited in short
         term money market funds at our broker. Periodically these funds are
         transferred to our operating cash account. At June 30, 2008, the
         unremitted balance in the money market fund at our broker was $1.

         As of June 30, 2008, the aggregate book value of these securities was
         $1,823,184 before elimination, the market value was $698,165 and the
         cumulative unrealized loss was $1,111,578. At June 30, 2008, the
         balance of the iVoice Technology securities are eliminated in
         consolidation.


NOTE 6 - PROMISSORY NOTES RECEIVABLE

         On February 4, 2008, iVoice Technology advanced $30,000 to Atire
         Technologies, Inc., an acquisition candidate, in the form of a
         Promissory Note, due February 4, 2010, at an interest of 8% per annum.
         The terms of the note provided deferred payments of interest only
         starting on July 4, 2008 and principal and interest payments starting
         on October 4, 2008. As of June 30, 2008, the balance due on the note is
         $30,000 plus accrued interest of $786.

         On March 5, 2008, the Company converted its outstanding accounts due
         from SpeechSwitch, Inc. for unpaid administrative services in the
         amount of $50,652 into a convertible promissory note at the rate of
         prime plus 1 percent per annum (6% at June 30, 2008). During the six
         months ended June 30, 2008, additional amounts were added to this note
         based on any unpaid administrative service fees and will accrue
         interest at the above specified rate from date of advance until paid.
         The principal and interest shall be due and payable as follows: (a)
         interest shall accrue monthly on the unpaid balance and shall be paid
         annually, and (b) principal shall be payable on demand. On March 10,
         2008 and May 21, 2008, the Company received an aggregate of 151,000,000
         shares of SpeechSwitch, Inc. Class A Common Stock upon conversion of
         $12,080 of Promissory Notes Receivable. At June 30, 2008, the principal
         balance of the note is $56,410, which included accrued interest of
         $956.

         On June 12, 2008, the Company converted its outstanding accounts due
         from Thomas Pharmaceuticals, Ltd. for unpaid administrative services in
         the amount of $47,302 into a convertible promissory note at the rate of
         prime plus 1 percent per annum (6% at June 30, 2008). Additional
         amounts may be added to this note based on any unpaid administrative
         service fees and will accrue interest at the above specified rate from
         date of advance until paid. The principal and interest shall be due and
         payable as follows: (a) interest shall accrue monthly on the unpaid
         balance and shall be paid annually, and (b) principal shall be payable
         on demand. At June 30, 2008, the principal balance of the note is
         $47,302.

         On June 13, 2008, the Company invested $77,500 in Small Cap Advisor,
         Inc, a wholly owned subsidiary of Thomas Pharmaceuticals, Ltd., in the
         form of a Promissory Note, at an interest of prime plus 1 percent per
         annum (6% at June 30, 2008). Additional amounts may be added to this
         note based on any unpaid administrative service fees and will accrue
         interest at the above specified rate from date of advance until paid.
         The principal and interest shall be due and payable as follows: (a)
         interest shall accrue monthly on the unpaid balance and shall be paid
         annually, and (b) principal shall be payable on demand. As of June 30,
         2008, the balance due on the note is $77,466, which included accrued
         interest of $216.

                                       17
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         The amounts due at June 30, 2008 are as follows:

              Atire Technologies, Inc.             $  30,000
              SpeechSwitch, Inc.                      56,410
              Thomas Pharmaceuticals, Ltd.            47,302
              Small Cap Advisors, Inc.                77,466
                                                   ---------
                    Total amounts due                211,178
              Less long term portion                 (14,537)
                                                   ---------
                    Total current portion          $ 196,641
                                                   =========


NOTE 7 - CONVERTIBLE DEBENTURES RECEIVABLE

         During 2006 and 2007, the Company purchased an aggregate of $710,000 of
         Thomas NJ Secured Convertible Debentures. The holders of these
         debentures are entitled to receive interest of 10%, compounded
         quarterly. Thomas NJ can redeem a portion or all amounts outstanding
         under the Convertible Debentures at any time upon thirty (30) business
         days advanced written notice. The redemption price shall be equal to
         one hundred twenty-five percent (125%) multiplied by the portion of the
         principal sum being redeemed, plus any accrued and unpaid interest. The
         Company may, at its discretion, convert the outstanding principal and
         accrued interest, in whole or in part, into a number of shares of
         Thomas Pharmaceuticals Class A Common Stock at the price per share
         equal to eighty percent (80%) of the lowest closing bid price of the
         Common Stock for the five (5) trading days immediately preceding the
         conversion date, but they cannot be converted into more than 9.99% of
         the total Class A Common Stock at that time of conversion. During the
         six months ended June 30, 2008, the Company converted $3,920 of
         principal into 37,000,000 shares of Thomas Pharmaceuticals Class A
         Common Stock at a conversion price of $.00008. The debentures are
         valued at the principal value plus accumulated interest. At June 30,
         2008, the total balance is $891,417, which includes accrued interest.

NOTE 8 - CONSOLIDATION OF MAJORITY OWNED SUBSIDIARY AND MINORITY INTEREST

         On March 12, 2008, the Company acquired 1,444.44 shares of iVoice
         Technology's Series A 10% Convertible Preferred Stock for $1,444,444.
         The holder of each share of Series A Preferred Stock shall have the
         right to one vote for each share of Common Stock into which such Series
         A Preferred Stock could then be converted, and with respect to such
         vote, such holder shall have full voting rights and powers equal to the
         voting rights and powers of the holders of Common Stock, and shall be
         entitled to notice of any shareholders' meeting in accordance with the
         bylaws of the Corporation, and shall be entitled to vote, together with
         holders of Common Stock, with respect to any question upon which
         holders of Common Stock have the right to vote. In addition, the
         holders of the Series A Preferred Stock shall not have in the aggregate
         more than seventy percent (70%) of the total votes of all classes of
         voting stock of the Corporation that would vote at a meeting of
         shareholders. Based on this voting formula, it was determined that
         iVoice, Inc. has voting rights equal to 70% of the voting stock of
         iVoice Technology and as such, according to APB Opinion No. 18 "THE
         EQUITY METHOD OF ACCOUNTING FOR INVESTMENTS IN COMMON STOCK", iVoice,
         Inc. is required to consolidate the results of

                                       18
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         operations of iVoice Technology with those of iVoice and its other
         subsidiary. iVoice Technology had a deficit net worth prior to
         consolidation with iVoice and as such, iVoice was required to record a
         discount on investment in subsidiary in the amount of $1,792,324 in
         consolidation. iVoice is also required to recognize the minority
         shareholders' interest in net income equal to 30% of the net profit of
         iVoice Technology. For the six months ended June 30, 2008, the minority
         shareholders' interest in net income is $11,191 and at June 30, 2008,
         the discount on investment in subsidiary was $1,781,133.

NOTE 9 - SHORT TERM LOANS PAYABLE

         On March 7, 2008 and May 8, 2008, the Company received an aggregate of
         $5,660,000 from two Express Creditline Loans from Smith Barney that are
         collateralized by the proceeds available from the sales of the auction
         rate preferred shares ("ARPS") discussed in Note 3. The interest rate
         charged on the loan is tied to the dividend rates earned on the ARPSs.
         When an ARPS is sold, a portion of the proceeds is applied to pay down
         the short term loan and the balance is forwarded to the Company. During
         the six months ended June 30, 2008, $3,500,000 of the ARPSs were sold
         of which approximately $1,083,000 was applied to the outstanding loan
         and accrued interest and the balance was remitted to the Company. As of
         June 30, 2008 the remaining balance of the loan is $4,583,001.

NOTE 10 - CONVERTIBLE DEBENTURES PAYABLE

         On May 11, 2006 the Company issued to YA Global a $5,544,110 secured
         convertible debenture due on May 11, 2008 bearing interest of 7.5% (see
         Note 15). This debenture replaced a promissory note with a principal
         balance of $5,000,000 and $544,110 of accrued interest due to YA Global
         from June 15, 2005. During the six months ended June 30, 2008, we
         issued 882,165,877 shares of Class A common stock, with a value of
         $529,640, as repayment of $401,700 of principal. The difference of
         $127,940 is charged to the Statement of Operations as beneficial
         interest. On May 12, 2008, the remaining principal balance of
         $4,796,510 was repaid in cash from the proceeds of the Smith Barney
         short term loans and sales of the ARPSs discussed above. As of June 30,
         2008, the unpaid balance of accrued interest was $799,139.

         On May 25, 2006, the Company issued to YA Global a $1,250,000 secured
         convertible debenture due on May 25, 2008 bearing interest of 7.5% per
         annum pursuant to a Securities Purchase Agreement entered into between
         us and YA Global. On February 21, 2008, this debenture was amended to
         extend the maturity date until May 25, 2010 and to raise the interest
         rate to 15% per annum. During the six months ended June 30, 2008, we
         issued 501,111,110 shares of Class A common stock, with a value of
         $175,444, as repayment of $45,100 of principal. The difference of
         $130,344 is charged to the Statement of Operations as beneficial
         interest. As of June 30, 2008, the unpaid principal balance on the
         secured convertible debenture is $1,204,900 plus accrued interest of
         $228,985.

         On October 31, 2007, the Company executed a waiver agreement with YA
         Global that provides that if the Company reduces the debt to $141,523
         that YA Global will waive its rights to any future payments and will
         consider the account paid in full. This waiver agreement was executed
         to compensate the Company for losses incurred on the sales of the
         Corporate Strategies investments.

                                       19
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         On April 16, 2007, iVoice Technology issued a Secured Convertible
         Debenture dated March 30, 2007 to YA Global Investments for the sum of
         $700,000 in exchange for a previously issued note payable for the same
         amount. The Debenture has a term of three years, and pays interest at
         the rate of 5% per annum. YA Global has the right to convert a portion
         or the entire outstanding principal into iVoice Technology's Class A
         Common Stock at a Conversion Price equal to eighty percent (80%) of the
         lowest closing Bid Price of the Common Stock during the five (5)
         trading days immediately preceding the Conversion Date. YA Global may
         not convert the Debenture into shares of Class A Common Stock if such
         conversion would result in YA Global beneficially owning in excess of
         4.9% of the then issued and outstanding shares of Class A Common Stock.
         On March 14, 2008, iVoice Technology and YA Global Investments agreed
         that iVoice Technology would redeem all amounts outstanding under the
         Debenture, except for the $186,557 of the outstanding interest
         remaining on the original notes payable that were originally exchanged
         for the Debenture. The amount redeemed was $691,021, consisting of the
         remaining balance of the Debenture of $572,815, accrued interest of
         $32,284, and a redemption premium of $85,922. The Debenture was amended
         to change amount to $186,557 with a due date of March 14, 2009. The
         Debenture shall accrue interest at the rate of 15% per annum, and shall
         be convertible at a conversion price equal to 70% of the lowest closing
         bid price of iVoice Technology's common stock during the 30 trading
         days immediately preceding the conversion date. No conversions can be
         made prior to November 1, 2008. As of June 30, 2008, the outstanding
         balance on the Convertible Debenture was $186,557.

         The aggregate principal value of the remaining debentures at June 30,
         2008 is $1,391,457. This amount is shown on the balance sheet net of
         the unamortized portion of the discount on conversion of $371,633. This
         discount is being amortized over the life of the debenture and is being
         amortized as debt discount on the statement of operations.

NOTE 11 - DERIVATIVE LIABILITY

         In accordance with SFAS 133, "Accounting for Derivative Instruments and
         Hedging Activities" and EITF 00-19, "Accounting for Derivative
         Financial Instruments Indexed to, and Potentially Settled in, a
         Company's Own Stock", the conversion feature associated with the YA
         Global Secured Convertible Debentures represents embedded derivatives.
         As such, the Company had recognized embedded derivatives in the amount
         of $6,908,078 as a derivative liability in the accompanying condensed
         consolidated balance sheet, and it is now measured at its estimated
         fair value of $1,698,291.

         The estimated fair value of the embedded derivative has been calculated
         based on a Black-Scholes pricing model using the following assumptions:

                                                At Issue           At 6/30/08
                                            ---------------        ----------
         Fair market value of stock         $0.096 - $0.125        $ 0.00050
         Exercise price                     $0.086 - $0.113        $ 0.00045
         Dividend yield                          0.00%                 0.00%
         Risk free interest rate                 5.47%                 5.47%
         Expected volatility                195.36% - 196.54%        274.62%
         Expected life                         2.00 years          3.00 years


                                       20
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         On the iVoice Technology debentures, iVoice Technology determined that
         the conversion feature met the criteria of an embedded derivative, and
         therefore the conversion feature of their Debenture needed to be
         bifurcated and accounted for as a derivative. The fair value of the
         embedded conversion was estimated at the date of issuance using the
         Black-Scholes model with the following assumptions: risk free interest
         rate: 5.6%; expected dividend yield: 0%: expected life: 3 years; and
         volatility: 383.29%. The conversion feature of the debenture was
         recorded as a derivative liability. As such, in March 2007 the Company
         recorded the conversion options as a liability, recorded a debt
         discount of $700,000, and charged Loss on Valuation of Derivative for
         $492,403, resulting primarily from calculation of the conversion price.
         On March 14, 2008, a substantial portion of this debenture was redeemed
         and as of June 30, 2008, the estimated fair value is $191,831.

         Changes in the fair value of the embedded derivatives are calculated at
         each reporting period and recorded in gain on revaluation of
         derivatives in the condensed consolidated statements of operations.
         During the six months ended June 30, 2008, there was a change in the
         fair value of the embedded derivatives, which resulted in a gain of
         $3,624,804.

         In accordance with SFAS 133, SFAS 150, "Accounting for Certain
         Financials Instruments With Characteristics of Both Liabilities and
         Equity" and EITF 00-19, the fair market value of the derivatives and
         warrants are bifurcated from the convertible debentures as a debt
         discount. The debt discount of is being amortized over the life of the
         convertible debentures. Amortization expense on the debt discount on
         the convertible debentures for the six months ended June 30, 2008 was
         $1,758,920, which includes the acceleration of the debt discount on the
         redeemed debenture in iVoice and iVoice Technology.


NOTE 12 - RELATED PARTY ACCOUNTS

         From time to time, the Company has entered into various loan agreements
         and employment agreements with Jerome R. Mahoney, President and Chief
         Executive Officer of the Company. As of June 30, 2008, the balances due
         to Mr. Mahoney where: a) loan of $2,295; b) accrued interest of $5,136;
         and c) deferred compensation is $221,311. The loan accrues interest at
         9.5% per year on the unpaid balance. Balances due to Mr. Mahoney are
         convertible into either (i) one Class B common stock share of iVoice,
         Inc., $.01 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. The Board of Directors of
         the Company maintains control over the issuance of shares and may
         decline the request for conversion of the repayment into shares of the
         Company.

         In August 2005, iVoice Technology had assumed an outstanding promissory
         demand note in the amount of $190,000 payable to Jerome Mahoney, then,
         the Non-Executive Chairman of the Board of iVoice Technology. The note
         bears interest at the rate of prime plus 2.0% per annum (7% at June 30,
         2008) on the unpaid balance until paid. Under the terms of the
         Promissory Note, at the option of the Note holder, principal and
         interest can be converted into either (i) one share of Class B Common

                                       21
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         Stock of iVoice Technology, Inc., par value $.01, for each dollar owed,
         (ii) the number of shares of Class A Common Stock of iVoice Technology,
         Inc. calculated by dividing (x) the sum of the principal and interest
         that the Note holder has requested to have prepaid by (y) eighty
         percent (80%) of the lowest issue price of Class A Common Stock since
         the first advance of funds under this Note, or (iii) payment of the
         principal of this Note, before any repayment of interest. The Board of
         Directors of iVoice Technology maintains control over the issuance of
         shares and may decline the request for conversion of the repayment into
         shares of the iVoice Technology. As of June 30, 2008, the outstanding
         balance was $141,708, plus accrued interest of $74,147.

         On August 1, 2004, iVoice Technology entered into a five-year
         employment agreement with Jerome Mahoney to serve as Non-Executive
         Chairman of the Board of Directors of iVoice Technology with a base
         salary of $85,000 for the first year with annual increases based on the
         Consumer Price Index. A portion of Mr. Mahoney's compensation shall be
         deferred until such time that the Board of Directors of iVoice
         Technology determines that it has sufficient financial resources to pay
         his compensation in cash. As of June 30, 2008, iVoice Technology has
         recorded $184,473 of deferred compensation due to Mr. Mahoney. The
         Board of iVoice Technology has the option to pay Mr. Mahoney's
         compensation in the form of Class B Common Stock. Pursuant to the terms
         of the Class B Common Stock, a holder of Class B Common Stock has the
         right to convert each share of Class B Common Stock into the number of
         shares of Class A Common Stock determined by dividing the number of
         Class B Common Stock being converted by a 20% discount of the lowest
         price for which the Company had ever issued its Class A Common Stock.
         On August 30, 2006 Mr. Mahoney was elected to the position of President
         and Chief Executive Officer of iVoice Technology and no longer serves
         as Non-Executive Chairman of the Board of iVoice Technology.

         On March 5, 2008, the Company converted its outstanding accounts due
         from iVoice Technology, Inc. for unpaid administrative services in the
         amount of $50,652 into a convertible promissory note at the rate of
         prime plus 1 percent per annum (6% at June 30, 2008). During the six
         months ended June 30, 2008 an additional $16,884 was added to this note
         based on any unpaid administrative services, and will accrue interest
         at the above specified rate from date of advance until paid. The
         principal and interest shall be due and payable as follows: (a)
         interest shall accrue monthly on the unpaid balance and shall be paid
         annually, and (b) principal shall be payable on demand. On March 10,
         2008 and March 18, 2008, the Company received an aggregate of
         42,000,000 shares of iVoice Technology, Inc. Class A Common Stock upon
         conversion of $13,440 of Promissory Notes Receivable. At June 30, 2008,
         the balance of the note is $54,957 which includes accrued interest of
         $861. This transaction is eliminated in consolidation.

         On March 11, 2008, the Company entered into a Stock Purchase Agreement
         with iVoice Technology, Inc. for the purchase of 1,444.44 shares of
         iVoice Technology's Series A 10% Secured Convertible Preferred Stock
         valued at $1,444,444. The holders of the stock are entitled to receive
         dividends at a rate 10% per annum and will have voting rights for each
         share of Common Stock that the Series A Preferred Stock would be
         converted into using the applicable conversion price. The holders of
         the Series A Preferred Stock shall not have in the aggregate more than
         70% of the total votes of all classes of voting stock. The Company also
         received $144,444 in funding fees on the transaction. This transaction
         is eliminated in consolidation.

                                       22
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         On March 11, 2008, the Company received a warrant to purchase common
         stock of iVoice Technology, Inc. pursuant to the terms of the Stock
         Purchase Agreement. The warrant provides that the Company can purchase
         shares of Class A common stock at a price calculated by dividing
         $144,444 by the lowest price that iVoice Technology has ever issued its
         Class A common stock, provided, that in no event shall the holder be
         entitled to exercise this Warrant for a number of shares which, upon
         giving effect to such exercise, would cause the aggregate number of
         shares of Common Stock beneficially owned by the holder and its
         affiliates to exceed 9.99% of the outstanding shares of the Common
         Stock following such exercise.

NOTE 13 - COMMON STOCK

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

         a)   Preferred Stock
              ---------------
              Preferred Stock consists of 1,000,000 shares of authorized
              preferred stock with $1.00 par value. As of June 30, 2008, no
              shares were issued or outstanding.

         b)   Class A Common Stock
              --------------------
              Class A common stock consists of 10,000,000,000 shares of
              authorized common stock with no par value. As of June 30, 2008,
              2,015,951,305 shares were issued and 2,015,948,305 shares were
              outstanding.

              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.

              For the six months ended June 30, 2008, the Company had the
              following transactions in its Class A Common Stock:

              1)   The Company issued 1,383,276,987 shares of Class A common
                   stock to YA Global, valued at $705,085 as repayment of
                   principal on an outstanding convertible debenture valued at
                   $446,800.

              2)   The Company issued 212,000,000 shares of Class A common stock
                   upon conversion of 35,700 shares of Class B common stock,
                   pursuant to the provisions of Class B common stock.

                                       23
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


         c)   Class B Common Stock
              --------------------
              Class B Common Stock consists of 50,000,000 shares of authorized
              common stock with $.01 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 June 30, 2008, there are
              2,204,875 shares issued and 1,516,784 shares outstanding.

              Pursuant to the conversion terms of the Class B Common stock, on
              June 30, 2008, the 1,516,784 outstanding shares of Class B common
              stock are convertible into 33,706,310,910 shares of Class A common
              stock.

         d)   Treasury Stock
              --------------
              On February 11, 2002, the Company repurchased 600,000 shares of
              Class A common stock from a previous employee for $28,800.
              Following the reverse stock split on April 27, 2006, the shares
              were converted into 3,000 shares of Class A common stock.

NOTE 14 - GOING CONCERN

         The Company has incurred substantial accumulated deficits, has an
         obligation to deliver an indeterminable amount of common stock due on
         derivative liabilities and has completed the process of spinning out
         the five operating subsidiaries. These issues raise doubt about the
         Company's ability to continue as a going concern. Therefore,
         recoverability of a major portion of the recorded asset amounts shown
         in the accompanying balance sheets is dependent upon continued
         operations of the Company, which in turn, is dependent upon the
         Company's ability to raise capital and/or generate positive cash flow
         from operations.

         Since the spinoff of the three operating subsidiaries in 2005, the
         Company has transitioned itself into a company focused on the
         development and licensing of proprietary technologies. Following the
         sales of patents to Lamson Holdings LLC, the Company has 9 remaining
         patent applications, which have been awarded or are pending. These
         applications include various versions of the "Wirelessly Loaded
         Speaking Medicine Container", which is also filed internationally, the
         "Voice Activated Voice Operated Copier", the "Voice Activated Voice
         Operational Universal Remote Control", "Wireless Methodology for
         Talking Consumer Products" which is also filed internationally,
         "Product Identifier and Receive Spoken Instructions" and "Traffic
         Signal System with Countdown Signaling with Advertising and/or News
         Message".

         The Company also continues to search for potential merger candidates
         with or without compatible technology and products, which management
         feels may make financing more appealing to potential investors.

                                       24
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2008 AND 2007


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

NOTE 15 - SUBSEQUENT EVENTS

         On July 15, 2008, July 24, 2008 and August 4, 2008, the Company issued
         an aggregate of 308,888,889 shares of Class A common stock to YA Global
         Investments, valued at $51,000, as repayment of principal on an
         outstanding convertible debenture.























                                       25
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Some information included in this Quarterly Report on Form 10-Q and other
materials filed by us with the Securities and Exchange Commission, or the SEC,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ materially from those expressed in any forward-looking
statements made by or on behalf of us. For a discussion of material risks and
uncertainties that the Company faces, see the discussion in the Form 10-KSB for
the fiscal year ended December 31, 2007 entitled "Risk Factors". This discussion
and analysis of financial condition and plan of operations should be read in
conjunction with our Condensed Consolidated Financial Statements included
herein.

OVERVIEW
--------

Since 2005, the Company has transitioned itself into a company focused on the
development and licensing of proprietary technologies. As an example, in March
2006 we sold four of our voice activated product and item locator patents to
Lamson Holdings LLC for net proceeds of $136,000 and on December 6, 2007 we were
issued Patent 7,305,344 for a patent for Methodology for Talking Consumer
Products with Voice Instructions via Wireless Technology. On January 8, 2008,
the Company entered into a Technology Transfer Agreement with GlynnTech to
market its recently issued patent. GlynnTech will provide assistance in
developing a DVD of the patents capabilities. GlynnTech will also be obligated
to solicit licensing opportunities and/or acquisition of the patent.

The Company also continues to search for potential merger candidates with or
without compatible technology and products, which management feels may make
financing more appealing to potential investors.

On March 12, 2008, the Company acquired 1,444.44 shares of iVoice Technology,
Inc.'s Series A 10% Convertible Preferred Stock for $1,444,444. iVoice
Technology, Inc. will use the proceeds from the sale of the stock to fund the
repayment of convertible debt to YA Global Investments and to fund their
acquisition programs. The holder of each share of iVoice Technology's Series A
Preferred Stock shall have the right to one vote for each share of Common Stock
into which such Series A Preferred Stock could then be converted, and with
respect to such vote, such holder shall have full voting rights and powers equal
to the voting rights and powers of the holders of Common Stock, and shall be
entitled to notice of any shareholders' meeting in accordance with the bylaws of
the Corporation, and shall be entitled to vote, together with holders of Common
Stock, with respect to any question upon which holders of Common Stock have the
right to vote. In addition, the holders of the Series A Preferred Stock shall
not have in the aggregate more than seventy percent (70%) of the total votes of
all classes of voting stock of the Corporation that would vote at a meeting of
shareholders. Based on this voting formula, it was determined that iVoice, Inc.
has voting rights equal to 70% of the voting stock of iVoice Technology and as
such, according to APB Opinion No. 18 "THE EQUITY METHOD OF ACCOUNTING FOR
INVESTMENTS IN COMMON Stock", iVoice, Inc. is required to consolidate the
results of operations of iVoice Technology with those of iVoice and its other
subsidiary as of June 30, 2008.


                                       26
<PAGE>
RESULTS OF OPERATIONS
---------------------

SIX MONTHS ENDED JUNE 30, 2008 COMPARED TO SIX MONTHS ENDED JUNE 30, 2007

Total sales for the six months ended June 30, 2008 and 2007 were $78,704 and
$915,777, respectively. Sales in 2008 include $25,378 of maintenance revenues of
iVoice Technology and $53,326 of administrative services agreements. Sales in
2007 include $840,000 of consulting revenues earned on the Deep Field agreement
and revenues from the administrative services agreements of $75,777.

Total operating expenses for the six months ended June 30, 2008 and 2007, were
$776,062 and $475,483, respectively, for an increase of $300,579. Of these
increases, $232,980 is attributable to the expenses of iVoice Technology and the
remaining increase of $67,599 is primarily comprised of increase in professional
fees of $73,446 and increases in overhead and office expenses of the parent of
$12,696. These increases are offset by decreases in Amortization of finance
costs and depreciation expense of $18,543.

Total other income (expense) for the six months ended June 30, 2008 was an
income of $1,502,759. This total was primarily comprised of $3,624,804 gain on
revaluation of the derivatives and $344,855 of interest income and other income
which is offset by $1,758,920 amortization of the discount on debt and $707,980
of accrued interest expense on the YA Global notes and other debt . Total other
income (expense) for the six months ended June 30, 2007 was an expense of
$711,217. This total was primarily comprised of $1,992,410 amortization of the
discount on debt, $258,541 of accrued interest expense on the YA Global notes
and other debt and $85,234 loss on sales of securities available for sale. These
are offset by $1,275,129 gain on revaluation of the derivatives and $349,839 of
interest income on the cash accounts and promissory notes receivable.

Net income from continuing operations for the six months ending June 30, 2008
was $805,401. The net loss from continuing operations for the six months ending
June 30, 2007 was $270,923. The increase in net income of $1,076,324 was
primarily due to the increased gain on revaluation of derivatives, on the
repayment of the underlying debt, and reduced amortization of the discount on
debt offset by lower sales, increased operating expenses and increased interest
expenses, as the result of the factors discussed above.

Net loss from discontinued operations for the six months ended June 30, 2007 was
$621,152. This operation had been experiencing reduced product sales and had
curtailed spending to better manage their available resources.

As required by APB Opinion No. 18, the Company recorded the minority
shareholders' interest in net income of iVoice Technology for the six months
ended June 30, 2008, of $11,191.

The total net income for the six months ended June 30, 2008 was $794,210 as
compared to the net loss of $892,075 for the six months ended June 30, 2007. The
increase in net income of $1,686,285 was the result of the factors discussed
above.

THREE MONTHS ENDED JUNE 30, 2008 COMPARED TO THREE MONTHS ENDED JUNE 30, 2007

Total sales for the three months ended June 30, 2008 and 2007 were $40,968 and
$597,826, respectively. Sales in 2008 include $12,305 of maintenance revenues of
iVoice Technology and $28,663 of administrative services agreements. Sales in
2007 include $560,000 of consulting revenues earned on the Deep Field agreement
and revenues from the administrative services agreements of $37,826.

                                       27
<PAGE>
Total operating expenses for the three months ended June 30, 2008 and 2007, were
$384,071 and $229,811, respectively, for an increase of $154,260. Of these
increases, $151,286 is attributable to the expenses of iVoice Technology and the
remaining increase of $2,974 is primarily comprised of increase in professional
fees of $14,533 and increases in overhead and office expenses of the parent of
$5,253. These increases are offset by decreases in Amortization of finance costs
and depreciation expense of $16,812.

Total other income (expense) for the three months ended June 30, 2008 was an
income of $1,891,525. This total was primarily comprised of $2,450,143 gain on
revaluation of the derivatives and $159,736 of interest and other income which
is offset by $417,278 amortization of the discount on debt and $301,076 of
accrued interest expense on the YA Global notes and other debt . Total other
income (expense) for the three months ended June 30, 2007 was an expense of
$1,089,657. This total was primarily comprised of $1,080,174 amortization of the
discount on debt, $129,024 of accrued interest expense on the YA Global notes
and other debt and $70,058 loss on revaluation of the derivatives. These are
offset by and $179,030 of interest income on the cash accounts and convertible
debentures receivable and $10,569 gain on sales of securities available for
sale.

Net income from continuing operations for the three months ending June 30, 2008
was $1,548,422. The net loss from continuing operations for the three months
ending June 30, 2007 was $721,642. The increase in net income of $2,270,064 was
primarily due to the increased gain on revaluation of derivatives, on the
repayment of the underlying debt, and reduced amortization of the discount on
debt offset by lower sales, increased operating expenses and increased interest
expenses, as the result of the factors discussed above.

Net loss from discontinued operations for the three months ended June 30, 2007
was $245,196. This operation had been experiencing reduced product sales and had
curtailed spending to better manage their available resources.

As required by APB Opinion No. 18, the Company recorded the minority
shareholders' interest in net loss of iVoice Technology for the three months
ended June 30, 2008, of $5,158.

The total net income for the three months ended June 30, 2008 was $1,553,580 as
compared to the net loss of $966,838 for the three months ended June 30, 2007.
The increase in net income of $2,520,418 was the result of the factors discussed
above.

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 year ended December 31, 2007, we had incurred net losses from
continuing operations of $2,383,268 and we used $174,729 is cash for operations.
These matters raise doubt about our ability to generate cash flows internally
through our current operating activities sufficient enough that its existence
can be sustained without the need for external financing. Our primary need for
cash is to fund our ongoing operations until such time that we can identify
sales opportunities for new products or identify strategic acquisitions that
generate enough revenue to fund operations. There can be no assurance as to the
receipt or timing of revenues from operations. We anticipate that our operations
will require at least $700,000 for the next 12 months. These

                                       28
<PAGE>
expenses are anticipated to consist of the following: payroll and benefits of
$400,000, occupancy costs of $135,000, professional fees of $60,000, business
insurance of $70,000 and miscellaneous administrative expenses of $35,000. We
expect to fund these obligations from cash on hand or otherwise from the sale of
equity or debt securities. We believe that we have sufficient funds on-hand to
fund our operations for at least 12 months.

At various times since 2004, the Company had deposited proceeds from debt
financing into short-term securities with our Investment broker. During 2006 and
2007, these short-term securities were exchanged for auction rate preferred
shares ("ARPS") which provided greater returns on our investments. ARPS have
long-term maturity with the interest rate being reset through Dutch auctions
that are typically held every 7, 28 or 35 days. The securities trade at par and
are callable at par on any interest payment date at the option of the issuer.
Interest is paid at the end of each auction period. Our auction rate securities
are all AAA rated. Until February 2008, the auction rate securities market was
highly liquid. Starting the week of February 11, 2008, a substantial number of
auctions "failed," meaning that there was not enough demand to sell the entire
issue at auction. The immediate effect of a failed auction is that holders
cannot sell the securities and the interest or dividend rate on the security
generally resets to a "penalty" rate. In the case of a failed auction, the
auction rate security is deemed not currently liquid and in the event we need to
access these funds, we will not be able to do so without a loss of principal,
unless a future auction on these investments is successful. We do not intend to
hold these securities to maturity, but rather to use the interest rate reset
feature to provide the opportunity to maximize returns while preserving
liquidity. Because of the failed Dutch auctions, the Company was unable to sell
these securities to meet current operating obligations. With the assistance of
Smith Barney, the Company was able to obtain an Express Creditline Loan which is
collateralized by the proceeds available from the sales of the auction rate
securities. On March 7, 2008 and May 8, 2008, the Company received $5,660,000
from the Express Creditline account and deposited the funds in our operating
bank accounts to ensure current liquidity. During the six months ended June 30,
2008, $3,500,000 of the ARPSs were sold of which approximately $1,083,000 was
applied to the outstanding loan and accrued interest and the balance was
remitted to the Company.

During the six months ended June 30, 2008, the Company had a net increase in
cash of $2,183,998. The Company's principal sources and uses of funds in the six
months ended June 30, 2008 were as follows:

CASH FLOWS FROM OPERATING ACTIVITIES. The Company provided $82,880 in cash from
continuing operations in the six months ended June 30, 2008, an increase of
$124,958 compared to $42,078 in cash used for continuing operations in the six
months ending June 30, 2007.

The net effect on cash flows from operating activities by the discontinued
operations for the six months ending June 30, 2007 was a decrease of $165,772 as
the operations were struggling with their liquidity.

CASH FLOWS FROM INVESTING ACTIVITIES. The Company had a net increase in funds
from investing activities of $2,314,627 for the six months ended June 30, 2008.
This was primarily due to the net redemption of marketable securities of
$3,126,553. These proceeds are offset by the net effect of the consolidation of
iVoice Technology of $744,847. The Company had invested $1.4 million in iVoice
Technology's Series A Convertible Preferred Stock and iVoice Technology has used
a portion of these proceeds to pay down a portion of the YA Global Convertible
Debentures and their investment in B Green Innovations, a wholly owned
subsidiary of iVoice Technology.

CASH FLOWS FROM FINANCING ACTIVITIES. The Company used $213,509 in cash for
financing activities in the six months ended June 30, 2008. The funds provided
from the Smith Barney Credit Line of $5,660,000 was used

                                       29
<PAGE>
to pay down the YA Global convertible debentures of $4,796,510. In addition, a
portion of the proceeds of the sales of the ARPSs was used to repay the Smith
Barney Credit Line.

The net effect on cash flows from financing activities from the discontinued
operations was an increase in cash of $154,000 for the six months ending June
30, 2007. This represented the proceeds from the sale of a $160,000 Promissory
note to Thomas Pharmaceuticals Acquisition, Inc. pursuant to the terms of the
Extension Agreement with Thomas Pharmaceuticals and Thomas Pharmaceuticals
Acquisition.

Below is a description of iVoice's principal sources of funding:

On May 11, 2006 we issued to YA Global a $5,544,110 secured convertible
debenture due on May 11, 2008 with an interest of 7.5%. This debenture replaced
a promissory note with a principal balance of $5,000,000 and $544,110 of accrued
interest due to YA Global from June 15, 2005. On May 12, 2008, the remaining
principal balance of $4,796,510 was repaid in cash from the proceeds of the
Smith Barney short term loans.

On May 25, 2006, we issued to YA Global a $1,250,000 secured convertible
debenture due on May 25, 2008 with an interest of 7.5% per annum pursuant to a
Securities Purchase Agreement entered into between us and YA Global. On February
21, 2008, this debenture was amended to extend the maturity date until May 25,
2010 and to raise the interest rate to 15% per annum.

On March 7, 2008 and May 8, 2008, the Company received proceeds from an Express
Creditline Loan from Smith Barney that is collateralized by the proceeds
available from the sales of the auction rate preferred shares ("ARPS") discussed
in Note 3. The interest rate charged on the loan is tied to the dividend rates
earned on the ARPSs. When an ARPS is sold, a portion of the proceeds is applied
to pay down the short term loan and the balance is wired to the Company's
savings account.

There is no assurance that the future funding, if any, offered by YA Global or
from other sources will enable us to raise the requisite capital needed to
implement our long-term growth strategy. Current economic and market conditions
have made it very difficult to raise required capital for us to implement our
business plan.

OFF BALANCE SHEET ARRANGEMENTS
------------------------------

During the six months ended June 30, 2008, we did not engage in any material
off-balance sheet activities nor have any relationships or arrangements with
unconsolidated entities established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. Further,
we have not guaranteed any obligations of unconsolidated entities nor do we have
any commitment or intent to provide additional funding to any such entities.

CONTRACTUAL OBLIGATIONS
-----------------------

The Company has no material changes in its contractual obligations during the
six months ended June 30, 2008.

                                       30
<PAGE>
FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS
-----------------------------------------------

Certain information included in this Form 10-Q and other materials filed or to
be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.


ITEM 4T - CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our internal control over financial
reporting as of June 30, 2008 based on the criteria set forth in Internal
Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the
criteria set forth in Internal Control Over Financial Reporting - Guidance for
Small Public Companies, our management concluded that our internal control over
financial reporting was effective as of June 30, 2008, except for two
deficiencies discussed herein.

This Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007
did not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit us to
provide only management's report in this Annual Report. Our registered public
accounting firm will be required to attest to our management's assessment of
internal control over financial reporting beginning with our Annual Report for
the year ended December 31, 2009.

                                       31
<PAGE>
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this Quarterly
Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer of the Company had concluded that the Company's
disclosure controls and procedures as of the period covered by this Quarterly
Report on Form 10-Q were effective to provide reasonable assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission and that the information required to be
disclosed in the reports is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure except for the following
deficiencies:

a)     A deficiency in the Company's disclosure controls and procedures existed
       as of June 30, 2008. The deficiency was identified as the Company's
       limited segregation of duties amongst the Company's employees with
       respect to the Company's control activities. This deficiency is the
       result of the Company's limited number of employees. This deficiency may
       affect management's ability to determine if errors or inappropriate
       actions have taken place. Management is required to apply its judgment in
       evaluating the cost-benefit relationship of possible changes in our
       disclosure controls and procedures.

b)     A deficiency in the Company's disclosure controls and procedures existed
       as of June 30, 2008. The deficiency was identified in respect to the
       Company's Board of Directors. This deficiency is the result of the
       Company's limited number of external board members. This deficiency may
       give the impression to the investors that the board is not independent
       from management. Management and the Board of Directors are required to
       apply their judgment in evaluating the cost-benefit relationship of
       possible changes in the organization of the Board of Directors.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management of the Company has also evaluated, with the participation of the
Chief Executive Officer of the Company, any change in the Company's internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the period covered by this
Quarterly Report on Form 10-Q. There was no change in the Company's internal
control over financial reporting identified in that evaluation that occurred
during the period covered by this Interim Report on Form 10-Q that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                                       32
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 5   OTHER INFORMATION

(b)      The Company does not have a standing nominating committee or a
         committee performing similar functions as the Company's Board of
         Directors consists of only two members and therefore there would be no
         benefit in having a separate nominating committee that would consist of
         the same number of members as the full board of directors. Both members
         of the Board of Directors participate in the consideration of director
         nominees.




ITEM 6   EXHIBITS

10.1     Administrative Services Agreement by and between Small Cap Advisors,
         Inc. and iVoice, Inc. dated June 10, 2008.
10.2     Convertible Promissory Note dated June 10, 2008 by Small Cap Advisors,
         Inc. payable to iVoice, Inc.
10.3     Security Agreement by and between Small Cap Advisors, Inc. and iVoice,
         Inc. dated June 10, 2008.
10.4     Administrative Services Agreement Amendment No. 1 by and between Thomas
         Pharmaceuticals, Ltd. and iVoice, Inc. dated June 12, 2008.
10.5     Convertible Promissory Note dated June 12, 2008 by Thomas
         Pharmaceuticals, Ltd. payable to iVoice, Inc.
10.6     Security Agreement by and between Thomas Pharmaceuticals, Ltd. and
         iVoice, Inc. dated June 12, 2008.
31.1     Rule 13a-14(a)/15d-14(a) Certifications.
32.1     Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
         To Section 906 of the Sarbanes-Oxley Act Of 2002.






                                       33
<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:  August 13, 2008
-----------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer






<PAGE>
                                INDEX OF EXHIBITS

10.1     Administrative Services Agreement by and between Small Cap Advisors,
         Inc. and iVoice, Inc. dated June 10, 2008.

10.2     Convertible Promissory Note dated June 10, 2008 by Small Cap Advisors,
         Inc. payable to iVoice, Inc.

10.3     Security Agreement by and between Small Cap Advisors, Inc. and iVoice,
         Inc. dated June 10, 2008.

10.4     Administrative Services Agreement Amendment No. 1 by and between Thomas
         Pharmaceuticals, Ltd. and iVoice, Inc. dated June 12, 2008.

10.5     Convertible Promissory Note dated June 12, 2008 by Thomas
         Pharmaceuticals, Ltd. payable to iVoice, Inc.

10.6     Security Agreement by and between Thomas Pharmaceuticals, Ltd. and
         iVoice, Inc. dated June 12, 2008.

31.1     Rule 13a-14(a)/15d-14(a) Certifications.

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