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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                _________________

                                   FORM 10-QSB
                                _________________


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

           FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                       OR

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

           For the transition period from _________________ to _________________

           Commission file number:    000-229341




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


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


750 HIGHWAY 34
MATAWAN, NJ                                                        07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)




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

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

Securities registered under Section 12(g) of the Exchange Act:   CLASS A COMMON
                                                                 STOCK, NO PAR
                                                                 VALUE PER SHARE

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

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
October 31, 2005:    9,994,728,373

================================================================================
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005




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





                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Condensed Consolidated Financial Statements
              (Unaudited)

              Condensed Consolidated Balance Sheet -
                September 30, 2005 ....................................        2

              Condensed Consolidated Statements of Operations -
                For the three months and nine months ended
                September 30, 2005 and 2004 (Reclassified) ............        3

              Condensed Consolidated Statements of Cash Flow -
                For the nine months ended September 30, 2005
                and 2004 (Reclassified) ...............................    4 - 6

              Notes to Condensed Consolidated Financial Statements ....   7 - 16

     Item 2.  Management's Discussion and Analysis or Plan of
              Operations ..............................................  17 - 21

     Item 3.  Controls and Procedures .................................       22




PART II. OTHER INFORMATION

     Item 6.  Exhibits ................................................       22














                                        1
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2005





<TABLE><CAPTION>
                                     ASSETS
<S>                                                                       <C>
CURRENT ASSETS
Cash and cash equivalents                                                 $ 11,048,475
Securities available for sale                                                  609,487
Prepaid expenses and other current assets                                      255,184
                                                                          ------------
       Total current assets                                                 11,913,146
                                                                          ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $184,042             32,288
                                                                          ------------

OTHER ASSETS
Deferred financing costs                                                       169,167
Intangible assets                                                              223,585
Deposits and other assets                                                        6,666
                                                                          ------------
       Total other assets                                                      399,418
                                                                          ------------

TOTAL ASSETS                                                              $ 12,344,852
                                                                          ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                     $    505,739
Note payable                                                                 5,333,760
Due to related parties                                                          39,749
                                                                          ------------
       Total current liabilities                                             5,879,248
                                                                          ------------

       Total liabilities                                                     5,879,248
                                                                          ------------

COMMITMENTS AND CONTINGENCIES                                                       --

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;
   9,994,728,373 shares issued; 9,994,128,373 shares outstanding            24,474,247
Common stock, Class B - no par value; authorized 50,000,000 shares;
   2,204,875 shares issued; 1,670,514 shares outstanding                             4
Accumulated deficit                                                        (17,979,847)
Treasury stock, 600,000 Class A shares, at cost                                (28,800)
                                                                          ------------
       Total stockholders' equity                                            6,465,604
                                                                          ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 12,344,852
                                                                          ============
</TABLE>





                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        2
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)




<TABLE><CAPTION>
                                                       FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                              SEPTEMBER 30,                   SEPTEMBER 30,
                                                      ----------------------------    ----------------------------
                                                          2005            2004            2005            2004
                                                      ------------    ------------    ------------    ------------
                                                                     (Reclassified)                  (Reclassified)
<S>                                                   <C>             <C>             <C>             <C>
SALES, net                                            $        173    $         --    $      8,922    $         --

COST OF SALES                                                   --              --             627              --
                                                      ------------    ------------    ------------    ------------

GROSS PROFIT                                                   173              --           8,295              --
                                                      ------------    ------------    ------------    ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    General and administrative expenses                    186,838              --         327,842              --
    Depreciation and amortization                            2,684              --           8,338              --
                                                      ------------    ------------    ------------    ------------
Total selling, general and administrative expenses         189,522              --         336,180              --
                                                      ------------    ------------    ------------    ------------

GAIN (LOSS) FROM CONTINUING OPERATIONS                    (189,349)             --        (327,885)             --
                                                      ------------    ------------    ------------    ------------

OTHER INCOME\(EXPENSE)
    Other income                                           387,641               1         492,284             815
    Amortization of financing costs                        (63,438)             --         (84,583)             --
    Interest expense                                      (164,737)             --        (208,009)             --
                                                      ------------    ------------    ------------    ------------
Total other income\(expense)                               159,466               1         199,692             815
                                                      ------------    ------------    ------------    ------------

INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES                                        (29,883)              1        (128,193)            815

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

NET INCOME (LOSS) FROM CONTINUING OPERATIONS               (29,883)              1        (128,193)            815

LOSS FROM DISCONTINUED OPERATIONS
    Loss from Discontinued Operations                     (152,635)        (43,619)       (762,770)     (2,028,982)
                                                      ------------    ------------    ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES                  $   (182,518)   $    (43,618)   $   (890,963)   $ (2,028,167)
                                                      ============    ============    ============    ============

NET LOSS PER COMMON SHARE - CONTINUING OPERATIONS
    Basic                                             $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                                      ============    ============    ============    ============

NET LOSS PER COMMON SHARE - DISCONTINUED OPERATIONS
    Basic                                             $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                                      ============    ============    ============    ============
</TABLE>




                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

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



<TABLE><CAPTION>
                                                                                                FOR THE NINE MONTHS ENDED
                                                                                                       SEPTEMBER 30,
                                                                                               ----------------------------
                                                                                                   2005             2004
                                                                                               ------------    ------------
                                                                                                              (Reclassified)
<S>                                                                                            <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES:
   Net income (loss) from continuing operations                                                $   (128,193)   $        815
   Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
   Depreciation                                                                                       8,338              --
   Amortization of finance costs                                                                     84,583              --
   Dividend income of marketable securities                                                        (300,846)             --
   Loss on exchange of marketable securities                                                          6,250              --
   Changes in certain assets and liabilities:
      Accounts receivable                                                                               411          (1,551)
      Costs in excess of billings                                                                        --          (4,099)
      Prepaid expenses and other assets                                                              12,366         148,712
      Accounts payable and accrued liabilities                                                      173,601        (152,519)
      Deferred revenue                                                                               (9,320)             --
      Billings in excess of costs                                                                        --           5,616
      Related party accounts                                                                         28,380           8,952
                                                                                               ------------    ------------
   Total cash provided by (used in) operating activities from continuing operations                (124,430)          5,926
                                                                                               ------------    ------------

   Net loss from discontinued operations                                                           (762,770)     (2,028,982)
   Net effect on cash flow from spin-off of subsidiaries                                          1,962,898         (34,491)
   Adjustments to reconcile net loss to net cash used in discontinued operations                    (92,978)        518,682
                                                                                               ------------    ------------
   Total cash provided by (used in) operating activities from discontinued operations             1,107,150      (1,544,791)
                                                                                               ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                                (6,014)         (6,021)
   Receipt of marketable securities for settlement of receivables                                   (64,891)             --
   Purchase of securities available for sale                                                             --        (750,000)
   Sale of securities available for sale                                                            500,000              --
   Purchase of intangibles                                                                           (7,980)        (23,406)
                                                                                               ------------    ------------
   Total cash provided by (used in) investing activities from continuing operations                 421,115        (779,427)
                                                                                               ------------    ------------

   Adjustment to reconcile total cash provided by (used in) investing activities from
      discontinued operations                                                                        19,137          (2,866)
                                                                                               ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock                                                                              --       2,750,000
   Prepaid offering and debit issue costs                                                          (507,500)             --
   Gross proceeds from issuance of notes payable                                                  5,000,000       5,650,000
   Repayment of notes payable                                                                      (522,740)     (4,543,500)
                                                                                               ------------    ------------
Total cash provided by financing activities                                                       3,969,760       3,856,500
                                                                                               ------------    ------------

Adjustment to reconcile total cash provided by (used in) financing activities from
      discontinued operations                                                                    (2,330,000)        792,000
                                                                                               ------------    ------------
</TABLE>


                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        4
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
                                   (CONTINUED)




<TABLE><CAPTION>
                                                                                                FOR THE NINE MONTHS ENDED
                                                                                                       SEPTEMBER 30,
                                                                                               ----------------------------
                                                                                                   2005             2004
                                                                                               ------------    ------------
                                                                                                              (Reclassified)
<S>                                                                                            <C>             <C>

NET INCREASE IN CASH AND CASH EQUIVALENTS
   From continuing operations                                                                     4,266,445       3,082,999
   From discontinued operations                                                                  (1,203,713)       (755,657)
                                                                                               ------------    ------------
   Total increase in cash and cash equivalents                                                    3,062,732       2,327,342

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   From continuing operations                                                                     6,763,346       4,506,608
   From discontinued operations                                                                   1,222,397              --
                                                                                               ------------    ------------
   Total cash and cash equivalents - beginning of period                                          7,985,743       4,506,608
                                                                                               ------------    ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                      $ 11,048,475    $  6,833,950
                                                                                               ============    ============

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




















                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        5
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the nine months ended September 30, 2005:
---------------------------------------------

a)   On January 11, 2005, the Company issued 103,840,499 shares of Class A
     common stock to Cornell Capital Partners that were due for repayment of
     principal on outstanding notes payable at December 31, 2004, but these were
     not issued until 2005.

b)   On April 5, 2005, the Company issued 30,000,000 shares of Class A common
     stock for legal services related to the application for patents valued at
     $13,500.

c)   During the nine months ended September 30, 2005, the Company issued
     716,000,000 shares of Class A common stock to Jerome Mahoney on conversion
     of 43,666 shares of Class B common stock pursuit to the terms of his
     promissory note.

For the nine months ended September 30, 2004:
---------------------------------------------

a)   During the nine months ended September 30, 2004, the Company issued
     306,060,606 shares of Class A common stock for fees associated with the
     Equity Line of Credit with Cornell Capital valued at $1,010,000. In
     calendar year 2004, these charges were allocated to the subsidiaries and as
     reflected in the required reclassifications being presented these charges
     now reside in the discontinued operations.

b)   During the nine months ended September 30, 2004, the Company issued
     2,221,094,806 shares of Class A common stock with a total value of
     $2,750,000 for repayment of principal on outstanding notes payable, issued
     as advances on the equity line financing with Cornell Capital Partners, LP.

c)   During the nine months ended September 30, 2004, the Company issued
     5,178,571 shares of Class A common stock for directors fees valued at
     $6,518.

d)   During the nine months ended September 30, 2004, the Company issued
     27,509,564 shares of Class A common stock for legal services related to the
     application for patents valued at $52,978.

e)   During the nine months ended September 30, 2004, the Company issued
     37,931,034 shares of Class A common stock for legal services valued at
     $110,000.

f)   During the nine months ended September 30, 2005, the Company issued
     1,405,000,000 shares of Class A common stock to Jerome Mahoney on
     conversion of 85,695 shares of Class B common stock pursuit to the terms of
     his promissory note amended on August 12, 2002.



                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.

                                        6
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

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 subsidiaries. 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-QSB and Regulation S-B. Accordingly,
     they do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management, all adjustments (consisting only of normal
     recurring adjustments) considered necessary for a fair presentation have
     been included. It is suggested that these condensed consolidated financial
     statements be read in conjunction with the December 31, 2004 audited
     financial statements and the accompanying notes thereto.

     In September 2003, the Company announced its intention to distribute to its
     stockholders shares of Class A common stock of Trey Resources, Inc., one of
     the Company's subsidiaries, and its Automated Reminder business, upon the
     effectiveness of required Securities and Exchange Commission filings and
     final approval by the iVoice Board of Directors of the terms and conditions
     of the proposed distribution, as described in the registration statement on
     Form SB-2 of Trey Resources, initially filed with the Securities and
     Exchange Commission on October 3, 2003. Trey Resources now owns and
     operates the Automatic Reminder software business as an independent
     publicly traded entity following this distribution.

     On April 28, 2004 iVoice formed a new wholly owned subsidiary, iVoice
     Technology, Inc. in the State of Nevada. Thereafter, iVoice formed two
     additional wholly owned subsidiaries on August 3, 2004, iVoice Technology
     2, Inc. and iVoice Technology 3, Inc. Subsequent to the formation of these
     three subsidiaries in Nevada, it came to the attention of the Company that
     the filing fees in Nevada were excessive for companies with a large number
     of authorized common stock shares. Therefore, on November 10, 2004, the
     Company formed three new wholly owned subsidiaries, iVoice Technology,
     Inc., Deep Field Technology, Inc., and SpeedSwitch, Inc. in the State of
     New Jersey. However, an error occurred in the initial filings with the
     State of New Jersey, and amendments to the Certificate of Incorporation
     were filed changing the name of Deep Field Technology, Inc. to Deep Field
     Technologies, Inc. and SpeedSwitch, Inc. to SpeechSwitch, Inc. All
     obligations of the initial Nevada subsidiaries, iVoice Technology, Inc.,
     iVoice Technology 2, Inc. and iVoice Technology 3, Inc., have been assigned
     and assumed by the respective New Jersey subsidiary counterpart, iVoice
     Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc.,
     with the consent of the other contracting parties. iVoice intends to
     dissolve the Nevada subsidiaries.

     In September 2004 and November 2004, the Company announced its intention to
     distribute to its stockholders, in the form of a special dividend, shares
     of Class A Common Stock of its three wholly owned subsidiaries, iVoice
     Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. (the
     "Spin-off"). The Company announced on July 21, 2005, that the Board of
     Directors set a record date for the previously announced spin-off of its
     three wholly owned subsidiaries, Shareholders of record on July 29, 2005
     were entitled to receive the special dividend. The special dividend was
     distributed on August 5, 2005.

                                        7
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

     Holders of iVoice Class A Common Stock, other than affiliates of iVoice,
     received one share of Class A Common Stock of each of iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. for every 988
     shares of iVoice common stock that they hold. Holders of less than 988
     shares of iVoice common stock received one share of iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. Class A common
     stock. All of the outstanding shares of Class B Common Stock (including
     convertible debt into such shares) of iVoice Technology, Inc., Deep Field
     Technologies, Inc. and SpeechSwitch, Inc. will be beneficially owned by
     affiliates of iVoice, Inc. or iVoice Technology, Inc., Deep Field
     Technologies, Inc. and SpeechSwitch, Inc.

     iVoice, Inc. transferred certain of its assets and related liabilities to
     iVoice Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch,
     Inc. immediately prior to the distribution.

     In May 2005, iVoice formed a new wholly owned subsidiary, iVoice
     Acquisition Corporation in the State of New Jersey. This subsidiary will be
     used in the future for potential acquisitions made by the parent.

     As part of the Spin-off, the Company also transferred $190,000 of debt due
     to Jerome Mahoney to each of the subsidiaries. The condensed consolidated
     financial statements for the nine months ended September 30, 2005 include
     reclassifications of the operations of the subsidiaries to reflect the
     disposal of the three businesses. In addition, the condensed consolidated
     financial statements for the nine months ended September 30, 2004 reflect
     the reclassification of the operations to below the line as discontinued
     operations in accordance with the provisions of FASB 144, "Accounting for
     the Impairment or Disposal of Long Lived Assets".

     The result of operations for the nine-month periods ended September 30,
     2005 and 2004 are not necessarily indicative of the results to be expected
     for the full year.

     For further information, refer to the financial statements and footnotes
     included in Form 10-KSB for the year ended December 31, 2004.

     Principles of Consolidation
     ---------------------------
     The accompanying condensed consolidated financial statements include the
     accounts of the Company and its subsidiaries iVoice Technologies, Inc.,
     Deep Field Technologies, Inc., SpeechSwitch, Inc., iVoice Acquisition
     Corporation and Trey Resources, Inc. On February 13, 2004, Trey Resources
     was distributed to iVoice shareholders through a spin-off transaction. On
     August 4, 2005, the three subsidiaries iVoice Technologies, Inc., Deep
     Field Technologies, Inc., and SpeechSwitch, Inc., were distributed to
     iVoice shareholders through a spin-off transaction. The Condensed
     Consolidated Statements of Operations and Cash Flows for the nine months
     ended September 30, 2005 and 2004, reflect the results of Trey Resources,
     iVoice Technology, Deep Field Technologies and SpeechSwitch as discontinued
     operations through February 11, 2004 and August 4, 2005, respectively. All
     significant intercompany transactions and balances have been eliminated in
     consolidation.

                                        8
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

     Revenue Recognition
     -------------------
     The Company obtains its income primarily from the sale of its voice
     recognition and computer technology communication systems. Revenue for
     systems that require customization to meet a customer's specific needs or
     technical requirements is recognized by the contract method of accounting,
     using percentage of completion. Progress toward completion is measured by
     costs incurred to date as a percentage of total estimated costs for each
     contract. Under the percentage of completion method, the asset, "Costs and
     estimated earnings in excess of billings" represents revenue recognized in
     excess of the amount billed. The liability, "Billings in excess of costs
     and estimated earnings" represents billings in excess of revenues
     recognized. The completed contract method is used for systems, which do not
     require customization or installation. The Company recognizes revenue from
     support services at the time the service is performed or over the period of
     the contract for maintenance or support.

     Marketable Securities
     ---------------------
     The Company has evaluated its investment policies consistent with Financial
     Accounting Standards Board Statement No. 115, Accounting for Certain
     Investments in Debt and Equity Securities ("FASB 115"), 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 (Deficiency).

     Earnings (Loss) Per Share
     -------------------------
     SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings
     per share ("Basic EPS") and diluted earnings per share ("Diluted EPS").

     The computation of basic earnings per share is computed by dividing income
     available to common stockholders by the weighted average number of
     outstanding common shares during the period. Diluted earnings per share
     gives effect to all dilutive potential common shares outstanding during the
     period. The computation of diluted EPS does not assume conversion, exercise
     or contingent exercise of securities that would have an anti-dilutive
     effect on earnings. The Company had 6,488,260 options available as of
     September 30, 2005.


     The shares used in the computations are as follows:
<TABLE><CAPTION>

                                         Three Months Ended              Nine Months Ended
                                            September 30,                   September 30,
                                        2005            2004            2005            2004
                                   -------------   -------------   -------------   -------------
<S>                                <C>             <C>             <C>             <C>
     Basic and Diluted purposes    9,993,532,721   8,120,852,518   9,872,397,803   6,685,422,253
</TABLE>


     Reclassification of accounts in the prior period financial statements
     ---------------------------------------------------------------------
     The Company has reclassified certain accounts in the balance sheet,
     statements of operations and

                                        9
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

     statements of cash flows for the three months and nine months ended
     September 30, 2005 and 2004, respectively, to reflect the Spin-off of the
     three wholly owned subsidiaries, iVoice Technology, Inc., Deep Field
     Technologies, Inc. and SpeechSwitch, Inc. The statements reflect the
     reclassification of these operations to below the line as discontinued
     operations in accordance with the provisions of FASB 144, "Accounting for
     the Impairment or Disposal of Long Lived Assets". There has been no effect
     on Net Income (Loss).

NOTE 2 - NOTES PAYABLE

     On February 23, 2004 the Company issued an unsecured promissory note
     totaling $3,000,000 payable to Cornell Capital Partners, LP for advances on
     the equity-line financing agreement entered into with Cornell in December,
     2003. The notes mature 120 days from the date of issue with interest
     accruing at 24% per annum on any balance left unpaid after the maturity
     date.

     On May 25, 2004, the Company issued an unsecured promissory note totaling
     $2,650,000 payable to Cornell Capital Partners, LP for advances on the
     equity-line financing agreement entered into with Cornell in December,
     2003. The notes mature 143 days from the date of issue with interest
     accruing at 12% per annum on any balance left unpaid after the maturity
     date.

     On July 14, 2004, the Company repaid Cornell Capital, L.P. $1,700,000, in
     cash, to reduce the outstanding amount owed on the May 25th promissory
     note.

     As of September 30, 2005, a total of $3,000,000 had been repaid through the
     issuance of 2,663,158,299 Class A common shares to pay off the February 23,
     2004 note and leave an unpaid balance of $856,500 on the May 25, 2004 note.
     On May 24, 2005, the Company assigned to Cornell Capital Partners LP all
     its rights and benefits of a convertible note issued by Corporate
     Strategies, Inc. valued at $522,740 including principal and accrued
     interest and this amount was applied to the Company's promissory note owed
     to Cornell Capital Partners with a remaining balance of $333,760 on
     September 30, 2005.

     On February 28, 2005, the Company renegotiated the terms and conditions
     with the holders of its convertible debentures on behalf of its three
     subsidiaries. The holders of the convertible debentures agreed to exchange
     the convertible debentures for various promissory notes. The promissory
     notes will be in the aggregate amount of $2,200,000, $1,760,000 loaned
     through the previously issued and exchanged convertible debentures in 2004
     and $440,000 advanced on February 28, 2005. A commitment fee of 10% of the
     face amount of the previously issued convertible debentures and recently
     issued promissory note was paid at the time of each advance. The previously
     paid commitment fees were credited against commitment fees due and owing
     against the promissory note. The balance of the commitment fee owed from
     the recently issued promissory note was paid on February 28, 2005, at the
     time that such $440,000 was advanced to the Company. As of August 4, 2005,
     immediately prior to the Spin-off of the three subsidiaries, the balance on
     the promissory notes was $2,200,000 plus accrued interest.

     The promissory notes bear interest at the rate of 12% per annum. Weekly
     principal installments of $30,000, plus interest, will commence on
     September 1, 2005 and shall continue on the first day of each calendar
     month thereafter until the principal is paid in full. The promissory notes
     mature on July 4, 2006 with a lump sum payment due of any remaining
     principal and/or interest.

                                       10
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

     Effective with the Spin-off of the three subsidiaries, these promissory
     notes were assumed by the respective subsidiaries, and all guarantees made
     by the Company were cancelled.

     On June 15, 2005, the Company issued a secured promissory note totaling
     $5,000,000 payable to Cornell Capital Partners, LP. This note is secured by
     all of the Company's assets and the Company's rights under all present and
     future authorization, permits, licenses and franchises issued or granted in
     connection with their operations. The note is for a term of 2 years from
     the date of issue with interest accruing at 12% per annum on any unpaid
     balance through the note's maturity date. As of September 30, 2005, the
     unpaid balance on the secured promissory note is $5,000,000 plus accrued
     interest.

NOTE 3 - DUE TO RELATED PARTIES

     Due to related parties consisted of amounts due to the officers of the
     company as follows:

     During the period from June 2000 to April 2002, Jerome R. Mahoney,
     President and Chief Executive Officer of the Company has sold personal
     holdings of the Company's Class A common shares and has loaned the proceeds
     of these sales to the Company to fund its working capital requirements. The
     Company has executed a promissory note, which accrues interest at 9.5% per
     year on the unpaid balance and provides Mr. Mahoney a security interest in
     all of the assets of the Company.

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

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

     As of August 4, 2005, the remaining outstanding balance owed to Mr. Mahoney
     amounted to $605,295. Effective with the Spin-off of the three
     subsidiaries, an aggregate of $570,000 was transferred to the three
     subsidiaries immediately prior to the Spin-off. The balance of the loan at
     September 30, 2005 is $39,749.

     As of August 4, 2005, pursuant to the employment agreements between Mr.
     Mahoney and iVoice Technology, Inc., Deep Field Technologies, Inc. and
     SpeechSwitch, Inc. these subsidiaries have accrued $212,000 deferred
     compensation due to Mr. Mahoney .

                                       11
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

     As of August 4, 2005, pursuant to the employment agreements between Mr.
     Meller and Deep Field Technologies, Inc and iVoice Technology, Inc. these
     subsidiaries have accrued $70,833 of deferred compensation due to Mr.
     Meller.

     Effective with the Spin-off of the three subsidiaries, the Mahoney Notes
     and deferred compensation accounts were assumed by the respective
     subsidiaries, and all the aforementioned obligations made by the Company
     were eliminated.

     As of September 30, 2005, the aggregate amount of related party loans
     $39,749.

NOTE 4 - SECURITIES AVAILABLE FOR SALE

     On June 24, 2004, iVoice had invested $750,000 in Corporate Strategies in
     the form of 7.5 million shares of Class A Common Stock and a $500,000 5%
     secured convertible debenture, which was assigned to Cornell Capital
     Partners LP in May 2005. Corporate Strategies, located in Houston, Texas,
     provides merchant banking and diversified financial services involving
     accounts receivable factoring, mortgage lending, oil and gas investments
     and assorted other financial transactions.

     On May 16, 2005, the Company terminated its administrative services
     agreement with Trey and the Company agreed to accept the assignment of 10
     million shares of Laser Energetics Class A Common Stock as settlement of
     all Administrative Fees owed by Trey. The value of the exchanged securities
     was determined to be $64,891.

     On August 30, 2005, iVoice received a special dividend from Corporate
     Strategies in the form of 4,408 shares Series A Convertible Preferred Stock
     of Health Express USA, Inc with a market value of $300,846, based on the
     current trading price on the underlying common stock. Each of these shares
     are convertible in 19,500 shares of Health Express USA common stock one
     year from the issue date.

     On August 31, 2005, following the reverse merger of Corporate Strategies
     into Nuwave Technologies, Inc., the Company received 3,750,000 shares of
     Nuwave Technologies Common Stock in exchange for the 7,500,000 shares of
     Corporate Strategies Class A Common Stock. The market value of Nuwave on
     the date of transfer was $243,750 as compared to the carrying value of
     $250,000 for our Corporate Strategies stock, so we wrote down the value by
     $6,250.

     As of September 30, 2005, the aggregate value of the Securities Available
     for Sale was $609,487.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

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

                                       12
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

     b)   On November 15, 2004, the Company amended the employment agreement
          with Jerome Mahoney and extended the term for an additional five-year
          period commencing on May 1, 2004. He will serve as the Company's
          Chairman of the Board, President and Chief Executive Officer for a
          term of five years. As consideration, the Company agrees to pay Mr.
          Mahoney a sum of $270,000 the first year with a 10% increase every
          year thereafter.


     c)   On February 28, 2005, the Company has agreed to provide a full and
          unconditional guaranty of the payment and performance obligations for
          the iVoice Technology, Deep Field Technology and SpeechSwitch
          subsidiaries, in accordance with the terms of secured promissory notes
          between each of the subsidiaries and the holders of the promissory
          notes, which cannot be discharged, except by complete performance of
          the obligations under the securities purchase agreements and the
          related documents. Under the guaranty, if any of the subsidiaries
          default in payment or performance of any of its obligations under the
          secured promissory notes, the Company is required to pay or perform
          such obligations upon two days' written notice or demand by the
          holders of the secured promissory notes and to take an advance or
          advances, as may be necessary, from the Standby Equity Distribution
          Agreement by and between the Company and Cornel Capital Partners, LP.
          Notwithstanding any to the contrary, this Guaranty shall be discharged
          and terminated upon each of the subsidiary's registration statements
          being declared effective by the U.S Securities and Exchange
          Commission.

          Effective with the Spin-off of the three subsidiaries, these
          guarantees made by the Company were terminated.

     d)   On June 15, 2005, the Company issued a secured promissory note
          totaling $5,000,000 payable to Cornell Capital Partners, LP. This note
          is secured by all of the Company's tangible and intangible assets and
          the Company's rights under all present and future authorization,
          permits, licenses and franchises issued or granted in connection with
          their operations. The note is for a term of 2 years from the date of
          issue with interest accruing at 12% per annum on any unpaid balance up
          to the 2nd anniversary date.

     e)   In conjunction with the various spin-offs, iVoice Technology, Deep
          Field Technology and SpeechSwitch have entered into temporary
          administrative services agreement with iVoice. The administrative
          services agreements will continue on a month-to-month basis until
          these companies have found replacement services for those services
          being provided by iVoice or can provide these services for itself.

          Effective with the Spin-off of the three subsidiaries, these
          agreements made with the Company share remain in effect and represent
          a revenue opportunity for the Company.

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

                                       13
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

          purchase price of up to $20.0 million to raise capital to fund the
          Company's working capital needs. For each share of Class A common
          stock purchased under the Equity Line of Credit, Cornell Capital
          Partners will pay lowest closing bid price of the Class A common stock
          on the Over-the-Counter Bulletin Board during the five consecutive
          trading day period immediately following our request for such advance,
          subject to the provisions of the Equity Line of Credit Agreement. In
          January 2004, pursuant to the agreement with Cornell Capital Partners,
          LP, the Company registered for resale on Form SB-2, 3,993,939,394
          shares of Class A common stock with the Securities and Exchange
          Commission. The offering will terminate 24 months after the Securities
          and Exchange Commission declares the registration statement effective.

     g)   In February 2003, the Company entered into an administrative services
          agreement with Trey Resources, pursuant to which, iVoice will provide
          Trey Resources services in such areas as information management and
          technology, sharing of office space, personnel and indirect overhead
          expenses, employee benefits administration, payroll, financial
          accounting and reporting, claims administration and reporting, and
          other areas where Trey Resources may need transitional assistance and
          support. The term of the agreement commences upon the effective date
          of the spin-off and continues for two years, but may be terminated
          earlier under certain circumstances, including a default, and may be
          renewed for additional one-year terms. In exchange for services under
          the administrative services agreement, Trey Resources has agreed to
          pay iVoice an annual fee of approximately $95,000.

          On May 16, 2005, the Company terminated its administrative services
          agreement with Trey and the Company agreed to accept the assignment of
          10 million shares of Laser Energetics Class A Common Stock as
          settlement of all Administrative Fees owed by Trey. The value of the
          exchanged securities was determined to be $64,891

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


NOTE 6 - COMMON STOCK

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

     a)   Class A Common Stock
          --------------------
          Class A Common Stock consists of the following as of September 30,
          2005: 10,000,000,000 shares of authorized common stock with no par
          value, 9,994,728,373 shares were issued and 9,994,128,373 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

                                       14
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

          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 nine months ended September 30, 2005, the Company had the
          following transactions in its Class A Common Stock:

          1).  The Company issued 103,840,499 shares of Class A common stock to
               Cornell Capital Partners that were due for repayment of principal
               on outstanding notes payable at December 31, 2004, but these were
               not issued until 2005. The total aggregate number of shares
               issued and outstanding as of September 30, 2005 reflects this
               adjustment.

          2).  The Company issued 716,000,000 shares of Class A common stock
               upon conversion of 43,666 shares of Class B common stock.

          3).  The Company issued 30,000,000 shares of Class A common stock for
               legal services related to the application for patents valued at
               $13,500.

     b)   Class B Common Stock
          --------------------
          Class B Common Stock consists of 50,000,000 shares of authorized
          common stock with no par value. Each share of Class B common stock is
          convertible into Class A common stock calculated by dividing the
          number of Class B shares being converted by fifty percent (50%) of the
          lowest price that the Company had previously issued its Class A common
          stock since the Class B shares were issued. Each holder of Class B
          common stock has voting rights equal to the number of Class A shares
          that would be issued upon the conversion of the Class B shares, had
          all of the outstanding Class B shares been converted on the record
          date used for purposes of determining which shareholders would vote.
          Holders of Class B common stock are entitled to receive dividends in
          the same proportion as the Class B common stock conversion and voting
          rights have to Class A common stock. Jerome R. Mahoney is the sole
          owner of the Class B common stock. As of September 30, 2005, there are
          2,204,875 shares issued and 1,670,514 shares outstanding.

          Pursuant to the conversion terms of the Class B Common stock, on
          September 30, 2005, the 1,670,514 outstanding shares of Class B common
          stock are convertible into 27,385,475,410 shares of Class A common
          stock.

          In the nine months ended September 30, 2005, a total of 43,666 Class B
          shares were converted into 716,000,000 Class A shares.

     c)   Preferred Stock
          ---------------
          Preferred Stock consists of 1,000,000 shares of authorized preferred
          stock with $1.00 par value. As of September 30, 2005, no shares were
          issued or outstanding.

                                       15
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

NOTE 7 - GOING CONCERN

     During the nine months ended September 30, 2005, the Company has been able
     to raise sufficient working capital through its financing agreement with
     Cornell Capital Partners, LP to meet its operating requirements at their
     current level for at least the next 12 months. As a result, this increase
     in working capital has significantly reduced the substantial doubt
     regarding the Company's ability to continue as a going concern.



























                                       16
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance. We use words such as we
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate.

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

RECLASSIFICATION OF ACCOUNTS IN THE PRIOR PERIOD FINANCIAL STATEMENTS

The Company has reclassified certain accounts in the balance sheet, statements
of operations and statements of cash flows for the three months and nine months
ended September 30, 2005 and 2004, respectively, to reflect the Spin-off of the
three wholly owned subsidiaries, iVoice Technology, Inc., Deep Field
Technologies, Inc. and SpeechSwitch, Inc. The statements reflect the
reclassification of these operations to below the line as discontinued
operations in accordance with the provisions of FASB 144, "Accounting for the
Impairment or Disposal of Long Lived Assets". There has been no effect on Net
Income (Loss).

PLAN OF OPERATION

Prior to the Spin-off of the three wholly owned subsidiaries in August 2005,
iVoice has incurred substantial losses and did not produce enough cash from
operations to cover its operating cash requirement. Following the Spin-off of
the subsidiaries, the Company will continue to experience cash losses, but at a
vastly reduced level. The Company raises its necessary working capital from
financing transactions that include the issuance of common stock or instruments
that are convertible into common stock, which have a dilutive effect on current
shareholders.

iVoice has determined that the best way to create shareholder value, separate
and apart from the operating performance of iVoice, is to implement new business
opportunities by distributing shares of spin-offs to the Company's shareholders.
The common stock distributions are part of a broader strategy relating to the
transition of iVoice into a company focused on the development and licensing of
proprietary technologies.
We also continue to search for potential merger candidates with or without
compatible technology and products, which management feels may make financing
more appealing to potential investors. Additionally, as demonstrated by the
distribution of Trey Resources, Inc., iVoice Technology, Inc., Deep Field
Technologies, Inc. and SpeechSwitch, Inc. and the intended distribution of
Corporate Strategies, Inc., the management of the Company is continually looking
for ways to increase shareholder value. Therefore, in the coming months,
management and the Board of Directors of the Company will seek out and evaluate
a number of strategic alternatives, including, but not limited to: (i) a reverse
stock split, (ii) stock buy-back program and/or (iii) a cash dividend.


The Company is also actively pursuing patent applications which are pending.
These applications include various versions of the "Wirelessly Loaded Speaking
Medicine Container" which is also filed international, "iVoice Speech Enabled
Name Dialer", the "Voice Activated Voice Operated Copier", the "Voice Activated

                                       17
<PAGE>

Voice Operational Universal Remote Control", the "Product Location Method
Utilizing Product Bar and Product-Situated, Aisle-Identifying Bar Code",
"Product Location Method Utilizing Bar Code and Aisle-Situated,
Aisle-Identifying Bar Code", "Product Location Method Utilizing Bar Code and
Product-Situated, Aisle- Identifying Bar Code", "Wireless Methodology for
Talking Consumer Products" which is also filed international, and "Product
Identifier and Receive Spoken Instructions."

THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED SEPTEMBER
------------------------------------------------------------------------------
30, 2004
--------

Upon creation of the three wholly owned subsidiaries, iVoice Technology, Inc.,
Deep Field Technologies, Inc. and SpeechSwitch, Inc. in 2004, iVoice allocated
all the sales and expenses of the business to these three subsidiaries. With the
successful Spin-off of these subsidiaries on August 4, 2005, the Company
reclassified the accounts of the subsidiaries on the financial statements to
reflect the reclassification of these operations to below the line as
discontinued operations in accordance with the provisions of FASB 144,
"Accounting for the Impairment or Disposal of Long Lived Assets". Accordingly,
the results of operations for iVoice (the parent) have minimal activity in 2004
and make the comparison to 2005 not meaningful.

Total revenues for the three months ended September 30, 2005 were $173. This
represents commission income on referrals made by the Company.

Gross margin for the three months ended September 30, 2005 was $173 as there are
no direct costs related to the referral income discussed above.

Total operating expenses for the three months ended September 30, 2005 were
$189,522. These expenses represent salaries and benefits for the President and
direct staff, professional fees for investor relations, accounting and reporting
services, and rent and utilities for the building which is shared with the
subsidiaries. These charges are offset by the temporary administrative services
agreements which have remained in place following the successful Spin-off of the
subsidiaries.

Total other income (expense) for the three months ended September 30, 2005 was
$159,466. The total other income was primarily comprised of a $300,846 income
from the special dividend from Corporate Strategies and $93,045 of interest
income on cash reserves. These two income items were offset by interest expense
of $164,737 on outstanding loan and debenture balances and $63,438 amortization
of prepaid financing costs on the Secured Promissory Note.

Net loss from continuing operations for the three-month period ending September
30, 2005 was $29,883 was the result of the factors discussed above.

Net loss from discontinued operations for the three-month period ending
September 30, 2005 was $152,635 as compared to $43,619 for the same period of
2004. The net loss in 2005 represents the operations of the three subsidiaries
through August 4, 2005, which was the effective date of the Spin-off. The
subsidiaries had been experiencing reduced product sales from 2004 and higher
operating costs related to going public costs and the salaries and benefits
related to the newly hired management teams.

The total net loss for the three-month period ending September 30, 2005 was
$182,518 as compared to a net loss of $43,618 for the three months ending
September 30, 2004. The increase in net loss of $138,900 was a result of the
reduced sales, higher fixed costs and net loss in the three subsidiaries as
discussed above.

As of September 30, 2005, following the Spin-off of the three subsidiaries, the
Company had 2 full-time employees and 1 part-time consultant.

                                       18
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
2004
----

Upon creation of the three wholly owned subsidiaries, iVoice Technology, Inc.,
Deep Field Technologies, Inc. and SpeechSwitch, Inc. in 2004, iVoice allocated
all the sales and expenses of the business to these three subsidiaries. With the
successful Spin-off of these subsidiaries on August 4, 2005, the Company
reclassified the accounts of the subsidiaries on the financial statements to
reflect the reclassification of these operations to below the line as
discontinued operations in accordance with the provisions of FASB 144,
"Accounting for the Impairment or Disposal of Long Lived Assets". Accordingly,
the results of operations for iVoice (the parent) have minimal activity in 2004
and make the comparision to 2005 not meaningful.

Total revenues for the nine months ended September 30, 2005 were $8,922. This
represents $8,364 of deferred revenue not recorded on the subsidiary books and
$558 of commission income on referrals made by the Company.

Gross margin for the nine months ended September 30, 2005 was $8,295 as there
was limited amount of deferred material costs to be written off against the
deferred revenue and no direct costs related to the referral income discussed
above.

Total operating expenses for the nine months ended September 30, 2005 were
$336,180. These expenses represent salaries and benefits for the President and
direct staff, professional fees for investor relations, accounting and reporting
services, and rent, utilities and office supplies for the building which is
shared with the subsidiaries. These charges are offset by the temporary
administrative services agreements which have remained in place following the
successful Spin-off of the subsidiaries.

Total other income (expense) for the nine months ended September 30, 2005 was
$199,692. The total other income was primarily comprised of a $300,846 income
from the special dividend from Corporate Strategies and $197,688 of interest
income on cash reserves. These two income items were offset by interest expense
of $208,009 on outstanding loan and debenture balances and $84,583 amortization
of prepaid financing costs on the Secured Promissory Note.

Net loss from continuing operations for the nine-month period ending September
30, 2005 was $128,193 was the result of the factors discussed above.

Net loss from discontinued operations for the nine-month period ending September
30, 2005 was $762,770 as compared to $2,028,982 for the same period of 2004. The
net loss in 2005 represents the operations of the three subsidiaries through
August 4, 2005, which was the effective date of the Spin-off. The subsidiaries
had been experiencing reduced product sales when compared to 2004 and higher
operating costs related to going public costs and the salaries and benefits
related to the newly hired management teams. The decreased sales and increased
expenses were offset by a reduction in one time expenses in 2004 related to the
financing of the Cornell agreements.

The total net loss for the nine-month period ending September 30, 2005 was
$890,963 as compared to the net loss of $2,028,167 for the nine months ending
September 30, 2004. The decrease in net loss of $1,137,204 was the result of the
factors discussed above.

                                       19
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company is 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 nine-month period ending September 30, 2005 and the year ended
December 31, 2004, and allowing for the reclassification of Subsidiary accounts
in both periods, the Company had sales of $8,922 and $3,695, incurred net losses
of $890,963, before the gain on spin-off of the subsidiaries, and $2,959,888 and
had cash flow deficiencies from operating activities of $980,178, before the
gain on spin-off of the subsidiaries, and $1,213,318 respectively. These matters
raise substantial doubt about iVoice's ability to generate cash flows internally
through its current operating activities sufficient enough that its existence
can be sustained without the need for external financing. iVoice's primary need
for cash is to fund its ongoing operations until such time that the Company can
identify sales opportunities for new products or identify strategic acquisitions
that generates enough revenue to fund operations. There can be no assurance as
to the receipt or timing of revenues from operations.

The primary source of financing for iVoice has been through the issuance of
common stock, debt that is convertible into common stock of the Company and
secured promissory notes. As of September 30, 2005, following the Spin-off the
three subsidiaries, iVoice had total liabilities of $5,879,248, consisting of
accounts payable and accrued expenses of $505,739, notes payable of $5,333,760,
and amounts due to related parties of $39,749. It is anticipated that a
substantial portion of the balance due on our outstanding notes payable which
represents advances on the equity line of credit and promissory notes with
Cornell Capital Partners, will be satisfied by the issuance of shares of Class A
common stock. At September 30, 2005, the Company had cash balances on hand of
$11,048,475. While we have raised sufficient working capital to fund our
operations for at least the next twelve months, we will need to raise additional
capital to fund our future operations.

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

On June 15, 2005, the Company issued a secured promissory note totaling
$5,000,000 payable to Cornell Capital Partners, LP. This note is secured by all
of the Company's tangible and intangible assets and the

                                       20
<PAGE>

Company's rights under all present and future authorization, permits, licenses
and franchises issued or granted in connection with their operations. The note
is for a term of 2 years from the date of issue with interest accruing at 12%
per annum on any unpaid balance up to the 2nd anniversary date.

During the nine months ended September 30, 2005, iVoice had a net increase in
cash of $3,062,732. iVoice's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIES. iVoice used $124,430 in cash for
operating activities in the nine months ended September 30, 2005, a decrease in
cash used of $130,356 compared to $5,926 in cash provided by operating
activities in the nine months ended September 30, 2004.

     The net cash provided by the discontinued operations was $1,107,150 for the
period ending August 4, 2005 compared to $1,544,791 net cash used by operating
activities for the nine months ended September 30, 2004. Gain on Spin-off of
subsidiaries to shareholders for the three months ended September 30, 2005 was
$1,962,898. The three subsidiaries were in a net liability position before being
removed from the consolidated results following the Spin-off.

     CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES. iVoice provided cash of
$421,115 in cash from investing activities in the nine months ended September
30, 2005 a change of $1,200,542 compared to $779,427 in cash used for investing
activities in the nine months ended September 30, 2004. In May 2005, the Company
agreed to accept the assignment of 10 million shares of Laser Energetics Class A
Common Stock as settlement of all Administrative Fees owed by Trey Resources. In
May 2005, the Company assigned all its rights and benefits of its Convertible
Debenture with Corporate Strategies, Inc. to Cornell Capital as partial payment
on the current note due. In June 2004, the Company invested $750,000 is
Corporate Strategies, Inc in its common stock and convertible debentures.

     The net cash provided by investing activities for the discontinued
operations was $19,137 for the period ending August 4, 2005 compared to $2,866
net cash used by financing activities for the nine months ended September 30,
2004.

     CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the nine
months ended September 30, 2005 provided a total of $3,969,760 in cash. This
total primarily consisted of $5,000,000 net proceeds from the issuance of the
secured promissory note under the financing with Cornell Capital Partners and
the $522,740 repayment of the current loan with the Convertible Debentures of
Corporate Strategies, Inc., and the $507,500 reduction in proceeds for financing
costs. Financing activities in the nine months ended September 30, 2004 provided
a total of $3,856,500 in cash. This total consisted of $5,650,000 in note
payable proceeds representing advances under the equity line of credit with
Cornell Capital Partners. A total of $2,750,000 of this advance was repaid
through the issuance of common stock and $1,793,500 of the advance was repaid in
cash.

     The net cash effect on investing activities for the discontinued operations
was a reduction of cash of $2,330,000 for the period ending August 4, 2005
compared to $792,000 net cash provided by financing activities for the nine
months ended September 30, 2004. The spun off subsidiaries had $2,330,000 of
Cornell and related party debt on their books at the Spin-off and this had the
effect of reducing the Company's availabe cash.


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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
-------------------------------------------------
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 fiscal quarter covered by this
Quarterly Report on Form 10-QSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal quarter
covered by this Quarterly Report on Form 10-QSB are 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.

CHANGES IN INTERNAL CONTROLS.
-----------------------------
Management of the Company has also evaluated, with the participation of the
Chief Executive Officer and Chief Financial 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 fiscal
quarter covered by this Quarterly Report on Form 10-QSB. There was no change in
the Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal quarter covered by this Quarterly
Report on Form 10-QSB that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.


                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS

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

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








                                       22
<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: November 14, 2005
    ---------------------------                            ---------------------
    Jerome R. Mahoney, President,
    Chief Executive Officer and
    Principal Financial Officer




























                                       23
<PAGE>

                                INDEX OF EXHIBITS

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

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

































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