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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

                                       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 August 13, 2007:                    109,053,680
================================================================================
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2007 AND 2006


                                TABLE OF CONTENTS

                                                                        Page No.
PART I.    FINANCIAL INFORMATION

   Item 1. Financial Statements

           Condensed Consolidated Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheet - June 30, 2007              2

           Condensed Consolidated Statements of Operations - For the
             six months and three months ended June 30, 2007 and 2006        3

           Condensed Consolidated Statements of Accumulated Other
             Comprehensive Loss - For the six months ended June 30, 2007     4

           Condensed Consolidated Statements of Cash Flows - For the
             six months ended June 30, 2007 and 2006                        5-6

           Notes to Condensed Consolidated Financial Statements            7-24

   Item 2. Management's Discussion and Analysis or Plan of Operations     25-33

   Item 3. Controls and Procedures                                          33

PART II.   OTHER INFORMATION

   Item 6.   Exhibits                                                       34

                                        1
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2007
<TABLE><CAPTION>

                                     ASSETS
<S>                                                                               <C>
CURRENT ASSETS
Cash and cash equivalents                                                         $ 10,915,989
Securities available for sale                                                          461,908
Prepaid expenses and other current assets                                              221,652
                                                                                  ------------
        Total current assets                                                        11,599,549
                                                                                  ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $232,821                    113,994
                                                                                  ------------

OTHER ASSETS
Intangible assets, net of accumulated amortization and impairment of $111,656          156,995
Deposits and other assets                                                                6,666
                                                                                  ------------
        Total other assets                                                             163,661
                                                                                  ------------

TOTAL ASSETS                                                                      $ 11,877,204
                                                                                  ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                             $  1,293,208
Convertible debentures payable, net of discounts of $3,176,925                       3,587,185
Derivative liability on convertible debentures                                       3,989,883
Deferred revenues                                                                      280,000
Due to related parties                                                                 130,971
                                                                                  ------------
          Total current liabilities                                                  9,281,247
                                                                                  ------------

LONG TERM DEBT
Notes payable                                                                          174,000
                                                                                  ------------

           Total liabilities                                                         9,455,247
                                                                                  ------------

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;
  89,256,839 shares issued; 89,253,839 shares outstanding                           25,008,692
Common stock, Class B - $0.01 par value; authorized 50,000,000
shares;
  2,204,875 shares issued; 1,594,484 shares outstanding                                 15,945
Additional paid-in capital                                                             835,108
Accumulated other comprehensive loss                                                (1,015,223)
Accumulated deficit                                                                (22,393,765)
Treasury stock, 3,000 Class A shares, at cost                                          (28,800)
                                                                                  ------------
          Total stockholders' equity                                                 2,421,957
                                                                                  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 11,877,204
                                                                                  ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        2
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE><CAPTION>
                                                               For the six months ended           For the three months ended
                                                                       June 30,                            June 30,
                                                                2007              2006              2006              2006
                                                            ------------      ------------      ------------      ------------
                                                                               (restated)                          (restated)
<S>                                                         <C>               <C>               <C>               <C>
SALES, net of provision for product returns and credits
    of $48,850, $17, $14,685 and $17, respectively          $    917,484      $     51,917      $    593,831      $     50,924

COST OF SALES                                                     90,976            27,331            35,036            26,235
                                                            ------------      ------------      ------------      ------------

GROSS PROFIT                                                     826,508            24,586           558,795            24,689
                                                            ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling and marketing expenses                              123,991           101,924            30,676            66,063
     General and administrative expenses                         598,385         1,075,432           294,288           516,556
     Impairment of intangible assets                             109,137              --              20,604              --
     Amortization of financing costs                              86,875           120,208            43,438            56,770
     Depreciation and amortization                                15,997            13,959             9,369             7,154
                                                            ------------      ------------      ------------      ------------
Total selling, general and administrative expenses               934,385         1,311,523           398,375           646,543
                                                            ------------      ------------      ------------      ------------

INCOME (LOSS) FROM OPERATIONS                                   (107,877)       (1,286,937)          160,420          (621,854)
                                                            ------------      ------------      ------------      ------------

OTHER INCOME\(EXPENSE)
     Other income                                                198,827           372,805           156,166           229,674
     Gain (loss) on revaluation of derivatives                 1,275,129           251,847           (70,058)          251,847
     Amortization of discount on debt                         (1,992,410)         (304,079)       (1,080,174)         (304,079)
      Write off of financing costs                                  --             (15,000)             --             (15,000)
     Interest expense                                           (265,744)         (306,197)         (133,192)         (145,352)
                                                            ------------      ------------      ------------      ------------
Total other income\(expense)                                    (784,198)             (624)       (1,127,258)           17,090
                                                            ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS
     BEFORE INCOME TAXES                                        (892,075)       (1,287,561)         (966,838)         (604,764)

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

NET LOSS APPLICABLE TO
     COMMON SHARES                                          $   (892,075)     $ (1,287,561)     $   (966,838)     $   (604,764)
                                                            ============      ============      ============      ============

NET LOSS PER COMMON SHARE
     Basic                                                  $      (0.01)     $      (0.03)     $      (0.01)     $      (0.01)
                                                            ============      ============      ============      ============
     Diluted                                                $      (0.01)     $      (0.03)     $      (0.01)     $      (0.01)
                                                            ============      ============      ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                    78,216,151        50,909,087        84,169,672        51,833,905
                                                            ============      ============      ============      ============
     Diluted                                                  78,216,151        50,909,087        84,169,672        51,833,905
                                                            ============      ============      ============      ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED OTHER
                         COMPREHENSIVE LOSS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2007



Balance at January 1, 2007                                      $  (376,559)

Unrealized loss on securities available for sale:
  Unrealized losses arising during the period                   $  (734,468)
  Less: reclassification adjustment for losses
    included in net loss                                             95,804
                                                                -----------
  Net change for the period                                        (638,664)
                                                                -----------
Balance at June 30, 2007                                        $(1,015,223)
                                                                ===========
















     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE><CAPTION>

                                                                                  For the six months ended June 30,
                                                                                       2007              2006
                                                                                   ------------      ------------
                                                                                                      (restated)
<S>                                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                        $   (892,075)     $ (1,287,561)
   Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation of fixed assets and amortization of intangibles                          15,997            13,959
   Amortization of prepaid finance costs                                                 86,875           120,208
   Amortization of discount on debt conversion                                        1,992,410           304,079
   Provision for product returns and reserve for bad debt                                83,325            49,804
   Reserve for excess and obsolete inventory                                             56,117              --
   Impairment of intangible assets                                                      109,137              --
   Loss on sales of marketable securities                                                85,234              --
    Gain of write-off of minority investment in subsidiary                               (5,000)             --
   Non-cash consulting revenues earned                                                 (840,000)             --
Gain on revaluation of derivatives                                                   (1,275,129)         (251,847)
    Write-off of financing costs                                                           --              15,000
    Issuance of common stock for services                                                  --              85,000
   Changes in certain assets and liabilities:
       (Increase) in accounts receivable                                                (27,650)          (49,804)
       (Increase) decrease in inventory                                                   8,640          (104,333)
       (Increase) in prepaid expenses and other assets                                  (28,579)          (93,666)
       Increase in accounts payable and accrued liabilities                             368,553           246,453
       Increase in related party liabilities                                             34,468            19,642
                                                                                   ------------      ------------
   Total cash (used in) operating activities                                           (227,677)         (933,066)
                                                                                   ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                    (4,708)           (5,633)
   Net proceeds from sales of marketable securities                                     136,787              --
   Purchase of trademarks and other intangibles                                          (7,748)          (10,775)
   Cash acquired in merger with Thomas Pharmaceuticals, Ltd                                --                  36
                                                                                   ------------      ------------
   Total cash provided by (used in) investing activities                                124,331           (16,372)
                                                                                   ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Prepaid offering and debt issue costs                                                  --            (108,750)
   Gross proceeds from debt financing                                                   160,000         1,250,000
   Repayment of debt financing                                                           (6,000)             --
                                                                                   ------------      ------------
   Total cash provided by financing activities                                          154,000         1,141,250
                                                                                   ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                50,654           191,812

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                      10,865,335        11,001,932
                                                                                   ------------      ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                          $ 10,915,989      $ 11,193,744
                                                                                   ============      ============

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

     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

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

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

b)   The Company converted 10,863 shares of Class B Common into 2,012,651 shares
     of Class A Common, pursuant to the provisions of Class B common stock.

c)   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.

For the six months ended June 30, 2006:

a)   On January 6, 2006, the Company concluded the merger of Thomas
     Pharmaceuticals, Ltd. The net effect on cash flows is as follows:

     Cash                                                    $       36
     Property and equipment                                     115,175
     Intangible assets                                           95,411
     Deposits and other assets                                    1,900
     Accounts payable and accrued expenses                     (187,522)
     Notes payable, net of current portion                      (20,000)
     Minority interest in subsidiary stock                       (5,000)
                                                             ----------
     Total                                                   $      --
                                                             ==========

b)   The Company issued 504,765 restricted shares of Class A common stock to
     Cornell Capital Partners as repayment of principal on an outstanding
     convertible debenture, valued at $40,886.

c)   The Company issued 1,000,000 shares of Class A common stock for public
     relations services at a value of $85,000.

d)   The Company converted 26,204 shares of Class B Common into 2,183,725 shares
     of Class A Common, pursuant to the provisions of Class B common stock.



     See accompanying notes to condensed consolidated financial statements.

                                        6
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

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,
           2006 audited financial statements and the accompanying notes thereto.

           iVoice, Inc. formerly known as Visual Telephone International, Inc.
           ("Visual") was incorporated under the laws of Utah on December 2,
           1995, and subsequently changed to Delaware.

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

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

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

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

           On February 11, 2004, the Company completed the transfer of its'
           Automatic Reminder software business to its wholly owned subsidiary
           Trey Resources, Inc. ("Trey Resources") and spun-off as a special
           dividend shares of Trey Resources Class A common stock to the iVoice
           stockholders. Effective with the spin-off of Trey Resources, Trey
           Resources now operates as an independent publicly traded entity.

           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.

                                        7
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           Basis of Presentation (Continued)
           ---------------------------------
           On August 5, 2005, the Company completed the transfer of certain
           business segments and their related assets and liabilities to its'
           three wholly owned subsidiaries SpeechSwitch, Inc, iVoice Technology,
           Inc and Deep Field Technologies, Inc. SpeechSwitch, iVoice Technology
           and Deep Field were then spun-off from iVoice as a special dividend
           of the shares of Class A common Stock of the respective companies to
           the iVoice stockholders. Effective with the spin-off of the three
           subsidiaries, SpeechSwitch, iVoice Technology and Deep Field now
           operate as independent publicly traded entities.

           On January 6, 2006, iVoice, Inc. entered into an Agreement and Plan
           of Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd., a New
           Jersey corporation ("Thomas NJ"), a wholly owned subsidiary of the
           Company, Thomas Pharmaceuticals Ltd., a New York corporation ("Thomas
           NY"), Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas,
           an individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe,
           an individual, "Schwalbe"), John H. Kirkwood, an individual
           ("Kirkwood"), and Maureen Gillespie, an individual ("Gillespie")
           (Brogle, Schwalbe, Kirkwood, Gillespie, Thomas and Lucas are
           collectively as the "Shareholders"). Under the terms of the
           Agreement, Thomas NY merged into a wholly owned subsidiary of the
           Company, Thomas NJ. The Shareholders of Thomas NY exchanged all of
           their common stock shares of Thomas NY for 500,000 Thomas NJ Series A
           Convertible Preferred Stock ("Series A Preferred Stock") shares. The
           Series A Preferred Stock shareholders can elect to have the Company
           spin-off Thomas NJ from iVoice. On March 30, 2007, the Company
           announced that it intends to distribute to the Company's shareholders
           shares of common stock of its subsidiary Thomas Pharmaceuticals, Ltd.
           The proposed distribution is subject to final review by the U.S.
           Securities and Exchange Commission.

           The book value of $(93,533) of Thomas Pharmaceuticals, Ltd. at the
           time of the merger consisted of:

                Cash                                            $      36
                Property and equipment                            115,175
                Other assets                                        3,778
                Accounts payable & accrued expenses              (187,522)
                Notes payable                                     (20,000)
                Minority interest in subsidiary stock              (5,000)
                                                                ---------
                Total                                           $ (93,533)
                                                                =========

           Based on the Company's interpretation of Regulation S-X, the Company
           does not consider Thomas Pharmaceuticals to be a material acquisition
           and, as such, is exempt from reporting pro forma information for the
           six months ending June 30, 2006.

           On March 6, 2006, we formed a new wholly owned subsidiary, iVoice
           Innovations, Inc. in the State of New Jersey. This subsidiary will be
           used to either acquire other operating companies or for a potential
           spin-off of an existing asset of ours similar to the recent spin-offs
           of Trey Resources, iVoice Technology, Deep Field and SpeechSwitch.

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

                                        8
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           Principles of Consolidation
           ---------------------------
           The accompanying condensed consolidated financial statements include
           the accounts of the Company and its subsidiaries, Thomas
           Pharmaceuticals Ltd (formerly iVoice Acquisition Corp) and iVoice
           Innovations, Inc. All significant inter-company transactions and
           balances have been eliminated in consolidation.

           Line of Business
           ----------------
           We have determined that the best way to create shareholder value,
           separate and apart from our operating performance, is by spinning off
           and distributing shares of our wholly owned subsidiaries in the form
           of a special dividend to our shareholders. The only two industries in
           which we currently have operations are patent licensing and
           non-prescription healthcare products (through the operation of our
           subsidiary, Thomas Pharmaceuticals, Ltd.).

           We will also continue to search for potential merger candidates with
           or without compatible technology and products, in a further attempt
           to increase shareholder value. As an example, in January 2006, we
           acquired the New York City based Thomas Pharmaceuticals Ltd.
           ("Thomas"), which develops and markets over-the-counter
           non-prescription healthcare products. Thomas' first product focuses
           on the high-end, branded consumables market, with a calcium-enriched,
           sugar free, anti-gas antacid tablet.

           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 and Cost Recognition
           ----------------------------
           The Company obtains its income primarily from the sales of
           over-the-counter non-prescription healthcare products to wholesalers
           and distributors, from the sales or licensing of its patents and
           patent applications and from earned revenues on consulting agreements
           and administrative service agreements.

           Revenues for our healthcare products, net of estimated provisions, is
           recognized when persuasive evidence that an arrangement exists,
           delivery has occurred, the selling price is fixed or determinable,
           and collectability is reasonably assured. Provisions for sales
           discounts, and estimates for chargebacks, rebates, and product
           returns are established as a reduction of product sales revenue at
           the time revenues are recognized, based on historical experience
           adjusted to reflect known changes in the factors that impact these
           reserves.

           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. Revenues for consulting and administrative agreements
           are recorded as earned.

                                        9
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           Revenue and Cost Recognition (Continued)
           ----------------------------------------

           Revenues on consulting agreements are recorded as earned per the
           terms of the individual agreements. During the six months ended June
           30, 2007, the Company recorded $840,000 of revenue from a consulting
           agreement with Deep Field Technologies. This amount represents
           approximately 92% of the total sales for the period.

           Cost of product revenue includes direct costs to produce and
           distribute the products. Costs for patents include expensing the
           deferred costs of the licensing activities.

           Product Returns
           The Company offers an open return policy for unsold product and the
           Company had a limited number of product returns through June 30,
           2007. Management determined that in order to provide adequate
           provision, that the provision for product returns is based on the
           balance of uncollected receivables from customers who have not made
           any payments at the end of the period.

           Start-up Costs
           In accordance with the American Institute of Certified Public
           Accountants Statement of Position 98-5, "Reporting on the Costs of
           Start-up Activities," the Company expenses all costs incurred in
           connection with the start-up and organization of the Company.

           Accounts Receivable
           The Company conducts business and extends credit pursuant to the
           individual agreements. Standard terms are 2% 30 net 31 and most of
           the small customers conform to these terms. Several large customers
           delay payments to the Company until there is a steady flow of
           products being resold. In some cases, the Company also offers a
           return policy for slow moving products. Provisions created for
           product returns also reduce the outstanding balance of accounts
           receivable. Exposure to losses on receivables is expected to vary by
           customer due to how the products are being purchased by the
           end-users.

           As of June 30, 2007, the accounts receivable, net of allowance of
           product returns and bad debt, is as follows:

                   Accounts receivable                         $  220,182
                   Less: allowance for product returns           (178,151)
                   Less: provision for bad debt                   (42,031)
                                                               ----------
                   Net accounts receivable                     $       (0)
                                                               ==========

           Provision for Bad Debt
           ----------------------
           The Company evaluates the credit worthiness of each of its customers
           and has determined that some accounts will be uncollectible and will
           have to be written off in the future. Management has determined that
           a provision for bad debt of $42,031, in addition to the provision for
           product returns, is sufficient at June 30, 2007.

                                       10
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           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 cash equivalents represent investments in Triple A credit rated
           money market funds that have 7 day auction rates competitive with
           current market conditions. The Company had cash and cash equivalents
           at June 30, 2007 of $10,822,055.

           Advertising Costs
           -----------------
           Advertising costs are expensed as incurred and are included in
           selling expenses. For the six months ended June 30, 2007 and 2006,
           the Company incurred $12,895 and $0, respectively.

           Concentration of Credit Risk
           ----------------------------
           The Company maintains cash balances at a financial institution that
           are 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, 2007 of $10,822,055.

           Marketable Securities
           ---------------------
           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).

           Inventory
           ---------
           Inventory, consisting primarily of raw materials and finished goods
           such as antacid tablets, tins, display boxes and completed shipping
           boxes, and is valued at the lower of cost or market. Cost is
           determined on a first-in, first-out basis for the materials and
           includes an allocation of the production labor for the packaging and
           shipping provided by an unrelated contractor.

           Inventory reserves are estimated for excess, obsolete and slow-moving
           inventory. These estimates are based on current assessments about
           future demands, market conditions and related management initiatives.
           If market conditions and actual demands are less favorable than those
           projected by management, additional inventory write-downs may be
           required.

           As of June 30, 2007, the inventory at cost and reserves for excess
           and obsolete inventory are as follows:

               Inventory at cost                                    $  56,116
               Less: Reserve for excess and obsolete inventory        (56,116)
                                                                    ---------
               Net inventory                                        $      (0)
                                                                    =========

           Property and Equipment
           ----------------------
           Property and equipment is stated at cost. Depreciation is computed
           using the straight-line method based upon the estimated useful lives
           of the assets, generally five to seven years. Maintenance and repairs
           are charged to expense as incurred.

                                       11
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           Fair Value of Financial Instruments
           -----------------------------------
           The Company estimates that the fair value of all financial
           instruments at June 30, 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.

           Intangible Assets
           -----------------
           Intangible assets represent costs incurred for trademarks, patents
           and patent applications and on the intangible value placed on the
           customer list acquired from Thomas NY. Identified intangible assets
           are regularly reviewed to determine whether facts and circumstances
           exist which indicate that the useful life is shorter than originally
           estimated or the carrying amount of assets may not be recoverable.
           The Company assesses the recoverability of its identifiable
           intangible assets by comparing the projected discounted net cash
           flows associated with the related asset or group of assets over their
           remaining lives against their respective carrying amounts. Impairment
           is based on the excess of the carrying amount over the fair value of
           those assets. Also see Note 3.

           Income Taxes
           ------------
           The Company accounts for income taxes in accordance with FAS No. 109,
           "Accounting for Income Taxes," which requires an asset and liability
           approach to financial accounting and reporting for income taxes.
           Deferred income taxes and liabilities are computed annually for
           differences between the financial statement and the tax basis of
           assets and liabilities that will result in taxable or deductible
           amounts in the future based on enacted tax laws and rates applicable
           to the periods in which the differences are expected to affect
           taxable income. Valuation allowances are established when necessary
           to reduce deferred tax assets to the amount expected to be realized.

           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, 2007 and 2006, does not assume conversion, exercise or contingent
           exercise of securities that would have an anti-dilutive effect on
           earnings.

                                       12
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           The shares used in the computations are as follows:

                                                      Six months ended June 30,
                                                         2007           2006
                                                     -----------    -----------

           Net (loss) applicable to common shares    $  (892,075)   $(1,287,561)
                                                     ===========    ===========
           Weighted average shares outstanding
                 Basic and diluted                    78,216,151     50,909,087
                                                     ===========    ===========
           Net (loss) per common share
             outstanding Basic and diluted           $     (0.01)   $     (0.03)
                                                     ===========    ===========

           The Company had common stock equivalents of 444,151,738 and
           167,027,083 at June 30, 2007 and 2006, respectively.

           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, 2007, the Company has several items that
           represent comprehensive income, and thus, has included a statement of
           comprehensive income.

           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 June 30, 2003, except in certain circumstances, and
           for hedging relationships designated after June 30, 2003. The
           financial statements for the six months ended June 30, 2007 include
           the recognition of the derivative liability on the underlying
           securities issuable upon conversion of the Cornell Convertible
           Debentures.

           Recent Accounting Pronouncements
           --------------------------------
           In June 2006, the FASB issued Interpretation No. 48, "Accounting for
           Uncertainty in Income Taxes" (FIN 48), which clarifies the accounting
           for uncertainty in income taxes recognized in an enterprise's
           financial statements in accordance with SFAS No. 109, "Accounting for
           Income Taxes." FIN 48 establishes a recognition threshold and
           measurement attribute for the financial statement recognition and
           measurement of a tax position taken or expected to be taken in a tax
           return. This interpretation also provides guidance on de-recognition,
           classification, interest and penalties, accounting in interim
           periods, disclosure, and transition. FIN 48 is effective for fiscal
           years beginning after December 15, 2006. The adoption of FIN 48 is
           not anticipated to have a material impact on the Company's financial
           position, results of operations or cash flows.

                                       13
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           In February 2007, the FASB issued SFAS No. 159, "The Fair Value
           Option for Financial Assets and Liabilities, including an amendment
           of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits
           entities to choose, at specified election dates, to measure many
           financial instruments and certain other items at fair value that are
           not currently required to be measured at fair value. Unrealized gains
           and losses shall be reported on items for which the fair value option
           has been elected in earnings at each subsequent reporting date. SFAS
           No. 159 is effective for fiscal years beginning after November 15,
           2007. Early adoption is permitted as of the beginning of a fiscal
           year that begins on or before November 15, 2007, provided the entity
           also elects to apply the provisions of SFAS No. 157 "Fair Value
           Measurements" ("SFAS No. 157"). The Company is currently assessing
           the impact that SFAS No. 159 will have on its financial statements.


NOTE 2 - 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
           subsequently assigned to Cornell Capital Partners LP in May 2005, as
           repayment on a outstanding promissory note). 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 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, therefore the value was written down by
           $6,250. Subsequent to the merger with NuWave Technologies, the
           company changed their name to Emerge Capital Corp and then to
           Turnaround Partners. During the year ended December 31, 2006, the
           Company sold 453,642 shares of Emerge Capital common stock in the
           market for net proceeds of $10,444 and realized a loss of $19,042.
           During the six months ended June 30, 2007, the Company sold 3,296,358
           shares of Turnaround Partners common stock in the market for net
           proceeds of $118,460 and realized a loss of $95,804. As of June 30,
           2007, the Company has fully liquidated its holdings in Turnaround
           Partners.

           On May 16, 2005, the Company terminated its Administrative Services
           Agreement with Trey Resources 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
           Resources. The value of the exchanged securities was determined to be
           $64,891. During the six months ended June 30, 2007, the Company sold
           700,000 shares of Laser Energetics common stock in the market for net
           proceeds of $15,112 and realized a gain of $10,569. At June 30, 2007,
           the book value of these securities is $60,348 and the market value is
           $93,000. The cumulative unrealized gains of $32,652 is included in
           the Other Comprehensive Income (Loss).

                                       14
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           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. On
           October 13, 2005, iVoice received an additional 3 shares Series A
           Convertible Preferred Stock of Health Express USA, Inc with a market
           value of $351. Each of these shares is convertible in 19,500 shares
           of Health Express USA common stock one year from the issue date.
           Subsequent to the issuance of these shares, Health Express changed it
           name to CSI Business Finance and then to National Nutrition, Inc.
           Also during this period they implemented a reverse split of 1:25 on
           the outstanding stock of the company including the conversion factor
           of the Series A Convertible Preferred Stock. During 2006, the Company
           converted the 4,411 shares of Series A Convertible Preferred Stock
           into 3,440,580 shares of CSI Business Finance (n/k/a Natural
           Nutrition, Inc.). During the year ended December 31, 2006, the
           Company sold 62,876 shares of Natural Nutrition common stock in the
           market for net proceeds of $1,293 and realized a loss of $4,208. At
           June 30, 2007, the book value of these securities is $295,695 and the
           market value is $87,820. The cumulative unrealized loss of $207,875
           is included in the Other Comprehensive Income (Loss).

           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 shall provide "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, 2007, the book
           value of these securities is $1,120,000 and the market value is
           $280,000. The cumulative unrealized loss of $840,000 is included in
           the Other Comprehensive Income (Loss). The President and CEO of the
           Company was also the Non-executive Chairman of the Board of Deep
           Field Technologies prior to execution of the Consulting Agreement. As
           such, this transaction is a related party transaction.

           Cash receipts from the sales of the securities is deposited in a
           short term money market funds at our broker. Periodically these funds
           are transferred to our operating cash account. At June 30, 2007, the
           unremitted balance in the money market fund at our broker was $1,088.

           As of June 30, 2007, the aggregate book value of these securities was
           $1,477,131, the market value was $461,908 and the cumulative
           unrealized loss was $1,015,223.

NOTE 3 - GOODWILL AND INTANGIBLES

           To date we have filed fifteen patent applications with the United
           States Patent and Trademark Office for speech enabled applications
           that we have developed internally. Of the patent applications we have
           filed, three (3) patents have been awarded. In May 2003 and December
           2003, the Company was issued two patents for its Speech-Enabled
           Automatic Telephone Dialer. On October 26, 2004 we were issued Patent
           6,813,341 for a patent for Speech Enabled Voice Activated/Voice
           Responsive Item Locator. In March 2006 we sold four of our voice
           activated product and item locator patents to Lamson Holdings LLC for
           the net proceeds of $136,000. The patents expire 20 years from the
           date of the original patent filings. All accumulated costs incurred
           with respect to the Company's patent filings have been capitalized.

                                       15
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           On January 6, 2006, the Company completed the merger with Thomas
           Pharmaceuticals Ltd. As a result of the merger, the Shareholders of
           Thomas NY exchanged all of their common stock shares of Thomas NY for
           500,000 Thomas NJ Series A Convertible Preferred Stock. In addition,
           Thomas NJ assumed the assets and liabilities of Thomas NY with an
           aggregate value of ($93,533), which was recorded as intangible
           assets. During the six months ended June 30, 2007, the Company was
           notified that the two largest retailers have decided to no longer
           carry the Acid+All(R) product since Thomas Pharmaceuticals did not
           have the financial resources for necessary sales and marketing
           activities at that time. The Company was also notified that the
           Thomas Pharmaceuticals' contract packager had ceased packaging the
           Acid+All(R) product and that Thomas Pharmaceuticals had no packaged
           products in inventory. Based upon managements' evaluation of this
           business, it was determined that the current book value of the
           intangible assets for the customer list and trademarks of Thomas
           Pharmaceuticals should be fully impaired for the amount of $109,137.

           Under FAS No. 142, "Goodwill and Other Intangible Assets", goodwill
           and other intangible assets are tested for impairment under certain
           circumstances, and written off when impaired, rather than being
           amortized as previous standards require.

           All capitalized intangibles have been reviewed for impairment at June
           30, 2007. In doing so, management has determined that, except for the
           Thomas Pharmaceuticals intangible assets, no further write-down for
           impairment is required.

           At June 30, 2007, intangible assets totaled $156,995 net of
           impairment and accumulated amortization of $111,656.

NOTE 4  - NOTES PAYABLE/CONVERTIBLE DEBENTURES

           On May 11, 2006 the Company issued to Cornell a $503,776 secured
           convertible debenture due on May 11, 2008 bearing interest of 7.5%.
           This debenture replaced a promissory note with a principal balance of
           $333,760 and $170,016 of accrued interest due to Cornell from May 25,
           2004. On August 3, 2006, we repaid $136,000 of principal using the
           proceeds of the sales of patents to Lamson Holdings LLC. During the
           year ended December 31, 2006, we issued 6,416,011 shares of Class A
           common stock as repayment of principal of $230,886. During the six
           months ended June 30, 2007, we issued 14,466,790 shares of Class A
           common stock as repayment of $136,890 of the remaining principal and
           $10,610 of accrued interest. As of June 30, 2007 the remaining
           balance of accrued interest is $4,662.

           On May 11, 2006 the Company issued to Cornell a $5,544,110 secured
           convertible debenture due on May 11, 2008 bearing 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 Cornell from June
           15, 2005. During the six months ended June 30, 2007, we issued
           3,703,703 shares of Class A common stock as repayment of $30,000 of
           principal. As of June 30, 2007, the unpaid principal balance on the
           secured convertible debenture is $5,514,110 plus accrued interest of
           $479,266.

           On May 25, 2006, the Company issued to Cornell 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 Cornell. As of June 30, 2007, the unpaid principal
           balance on the secured convertible debenture is $1,250,000 plus
           accrued interest of $104,427.

                                       16
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           The aggregate principal value of these three debentures at June 30,
           2007 is $6,764,110. This amount is shown on the balance sheet net of
           the unamortized portion of the discount on conversion of $3,176,925.
           This discount is being amortized over the life of the debenture and
           is being amortized as debt discount on the statement of operations.

           On May 25, 2006, the Company paid $93,750 for commitment fees to
           Yorkville Advisors, LLP related to the Cornell debenture of the same
           date. The structuring fees were charged to financing costs and the
           commitment fees were deferred and amortized over the term of the
           debenture. In addition, the Company issued 30,000,000 warrants to
           Cornell Capital Partners, with a fair market value of $1,992,323,
           which is being amortized as debt discount over the life of the
           convertible debentures on the statements of income (loss).

           The Company can redeem a portion or all amounts outstanding under the
           Cornell Debentures at any time upon three business days advanced
           written notice. A 20% redemption premium on the principal amount
           being redeemed is required. Cornell may, at its discretion, convert
           the outstanding principal and accrued interest, in whole or in part,
           into a number of shares of our Class A Common Stock equal to the
           quotient obtained by dividing (x) the outstanding amount of the
           Cornell Debentures to be converted by (y) 90% of the lowest closing
           bid price of our shares of Class A Common Stock during the 30 trading
           days immediately preceding the conversion date.

           In addition, on any conversion date, Cornell may require us to make a
           cash payment in lieu of delivering shares of our Class A Common Stock
           if the conversion shares to be issued to Cornell, when aggregated
           with all other shares of our Class A Common Stock beneficially owned
           by Cornell at such time, would result in Cornell beneficially owning
           greater than 4.9% of our outstanding shares of Class A Common Stock.
           We believe we have sufficient cash on-hand to satisfy such
           obligations if and when they shall arise.

           As part of the merger with Thomas Pharmaceuticals Ltd, the Company
           assumed a $20,000 promissory note due to Jana M. Wesley which bears
           interest at the rate of 5% per annum, compounded annually. The
           promissory note matures on January 19, 2009 with a lump sum payment
           due of any remaining principal and interest. As of June 30, 2007, the
           unpaid balance on the promissory note is $20,000 plus accrued
           interest of $2,539.

           On January 26, 2007, Thomas Acquisition issued to an investor a
           debenture in the principal amount of $103,200 convertible into Class
           A Common Stock of Thomas Pharmaceuticals and a debenture in the
           principal amount of $96,800 convertible into Series B Convertible
           Preferred Stock of Thomas Pharmaceuticals. The $103,200 of the
           convertible debentures provide that, at the holder's option,
           principal and interest due on the debentures can be converted into
           the number of shares of Thomas Pharmaceuticals Class A Common Stock
           determined by dividing the amount of the debenture being converted by
           a 20% discount to the lowest closing bid price of the Thomas
           Pharmaceuticals Class A Common Stock for the five trading days before
           the conversion date. The $96,800 of the convertible debentures
           provide that, at the holder's option, principal and interest due on
           the debentures can be converted into the Thomas Pharmaceuticals
           Series B Convertible Preferred Stock having a stated value of $1,000
           per share. The $103,200 convertible debenture was secured with the
           assets of Thomas

                                       17
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           Pharmaceuticals, subordinate to the security interest previously
           granted to iVoice. As of June 30, 2007, shares of Class A Common
           Stock of Thomas Pharmaceuticals are not freely traded and there is no
           market value for the shares. The net proceeds of $160,000 from the
           convertible debentures were loaned to Thomas Pharmaceuticals in the
           form of a Promissory Note. The Promissory Note bears interest at the
           rate of ten percent per annum, has a term of seven years and shall be
           due and payable on January 8, 2014. On February 12, 2007, the Company
           repaid $6,000 that was applied to the principal balance of the
           promissory note. As of June 30, 2007, the unpaid balance on the
           promissory note is $154,000 plus accrued interest of $6,659.

NOTE 5 - 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
           Cornell 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 $3,989,883.

           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 6/30/07
                Fair market value of stock      $0.096 - $0.125       $ 0.00750
                Exercise price                  $0.086 - $0.113       $ 0.00675
                Dividend yield                       0.00%              0.00%
                Risk free interest rate              5.47%              5.47%
                Expected volatility            195.36% - 196.54%       132.31%
                Expected life                      2.00 years         11 months

           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 income
           (loss). During the six months ended June 30, 2007, there was a change
           in the fair value of the embedded derivatives, which resulted in a
           gain of $1,275,129.

           During the six months ended June 30, 2007, the Company paid down a
           portion of one of the Cornell Debentures by the issuance of common
           stock for an aggregate of $166,890. The effect on the reduction in
           the fair value of the embedded derivatives of $115,406 was recorded
           as Additional paid-in capital on the condensed consolidated balance
           sheet.

           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 $7,297,886 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, 2007 was $1,494,330.

                                       18
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

NOTE 6 - 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 and
           Security Agreement in favor of Mr. Mahoney, which accrues interest at
           9.5% per year on the unpaid balance.

           On August 13, 2002, the board of directors approved amendments to the
           Promissory Note payable to Mr. Mahoney for monies loaned to the
           Company from the proceeds of stock sales of personal holdings of
           iVoice Class A common stock, unpaid compensation, income taxes
           incurred from the sale of Company stock and unreimbursed expenses.
           The change allows for the conversion of amounts due under the
           Promissory Note into either (i) one Class B common stock share of
           iVoice, Inc., $.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.

           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 outstanding balance owed to Mr. Mahoney was
           $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.

           As of June 30, 2007, the remaining outstanding balance owed to Mr.
           Mahoney amounted to $130,971.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

     >>   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.

     >>   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, Chief Executive Officer and
          Principal Financial 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.

                                       19
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

     >>   In conjunction with the various spin-offs, iVoice 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.

     >>   The Company's assets are subject to a Security Agreement with the
          majority stockholder. See Note 6.

NOTE 8 - 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.

           On April 10, 2006, pursuant to approval by a majority of voting
           shares at the Annual Meeting of Shareholders held on June 30, 2006,
           an Amendment to the Certificate of Incorporation dated April 7, 2006
           was accepted by the State of New Jersey (the "Amendment") to effect a
           one for two hundred reverse stock split (the "Reverse Split"). The
           Reverse Split took effect on April 27, 2006 and the trading symbol of
           the Company's Class A common stock was changed to "IVOI". All
           shareholders' holdings were divided by two hundred and the number of
           outstanding Class A common stock shares was reduced from
           9,994,728,373 to 49,973,642, plus any additional shares issued as a
           result of the rounding up of fractional shares created by the Reverse
           Split. The Amendment provided for the issuance of no fractional
           shares, but instead, all fractional shares created by the Reverse
           Split were rounded up to one whole share. Additionally, the
           shareholders approved a re-authorization of the number of authorized
           Class A Common Stock shares to 10 billion shares.

           a)   Preferred Stock
                Preferred Stock consists of 1,000,000 shares of authorized
                preferred stock with $1.00 par value. As of June 30, 2007, no
                shares were issued or outstanding.

           b)   Class A Common Stock
                Following the reverse split on April 27, 2006, the Class A
                common stock consists of the following: 10,000,000,000 shares of
                authorized common stock with no par value, 49,976,994 shares
                were issued and 49,973,994 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.

                                       20
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

                As of June 30, 2007, there are 89,256,839 shares issued and
                89,253,839 shares outstanding.

                For the six months ended June 30, 2007, the Company had the
                following transactions in its Class A Common Stock:

                1)  The Company issued 18,170,493 shares of Class A common stock
                    to Cornell Capital Partners as repayment of principal on an
                    outstanding convertible debenture, valued at $177,500.

                2)  The Company issued 2,012,651 shares of Class A common stock
                    upon conversion of 10,863 shares of Class B common stock,
                    pursuant to the provisions of Class B common stock.

           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, 2007, there are 2,204,875 shares issued and
                1,594,484 shares outstanding.

                Pursuant to the conversion terms of the Class B Common stock, on
                June 30, 2007, the 1,594,484 outstanding shares of Class B
                common stock are convertible into 414,151,738 shares of Class A
                common stock.

NOTE 9 - WARRANTS

           On May 25, 2006, the Company issued 30,000,000 freestanding warrants
           exercisable over five years as follows: 10,000,000 warrants at a
           fixed exercise price of $0.30 per share; 10,000,000 warrants at a
           fixed exercise price of $0.40 per share; and 10,000,000 warrants at a
           fixed exercise price of $0.50 per share.

           In accordance with SFAS 133 and EITF 00-19, the issuance of the
           warrants associated with the Cornell Secured Convertible Debentures
           represents free-standing warrants and is considered an equity
           instrument which is bifurcated from the debentures. As such, the
           Company had recognized the bifurcated fair value in the amount of
           $1,992,323 as additional paid-in capital in the accompanying
           condensed consolidated balance sheet.

                                       21
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

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

                                                        At Issue
                                                        --------
                 Fair market value of stock              $0.096
                 Exercise price                       $0.30 - $0.50
                 Dividend yield                           0.00%
                 Risk free interest rate                  5.47%
                 Expected volatility                     195.36%
                 Expected life                         5.00 years

           The contra-account of the bifurcated fair value of the warrants is
           recorded as debt discount and is being amortized over the life of the
           Cornell debentures. Amortization expenses for the warrants for the
           six months ended June 30, 2007 was $498,081.

           The aggregate amortization expense for the convertible debentures and
           warrants for the six months ended June 30, 2007 was $1,992,410.

NOTE 10 - INCOME TAXES

           Deferred income taxes will be determined using the liability method
           for the temporary differences between the financial reporting basis
           and income tax basis of the Company's assets and liabilities.
           Deferred income taxes will be measured based on the tax rates
           expected to be in effect when the temporary differences are included
           in the Company's tax return. Deferred tax assets and liabilities are
           recognized based on anticipated future tax consequences attributable
           to differences between financial statement carrying amounts of assets
           and liabilities and their respective tax bases.


           At June 30, 2007 and 2006 deferred tax assets consist of the
           following:

                                                            June 30,
                                                      2007            2006
                                                  ------------    ------------

                Deferred tax assets               $  7,450,000    $  6,550,000
                Less:  Valuation allowance          (7,450,000)     (6,550,000)
                                                  ------------    ------------
                 Net deferred tax assets          $       --      $       --
                                                  ============    ============

           Net operating loss carry forwards expire starting in 2017 through
           2026.

           At June 30, 2007 and 2006, the Company had a federal net operating
           loss carry forward in the approximate amount of $22,450,000 and
           $19,750,000, respectively, available to offset future taxable income.
           The Company established valuation allowances equal to the full amount
           of the deferred tax assets due to the uncertainty of the utilization
           of the operating losses in future periods.

                                       22
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

NOTE 11 - ACQUISTIONS & MERGERS

           On January 6, 2006, the Company completed the merger with Thomas
           Pharmaceuticals Ltd ("Thomas NY"). As a result of the merger, the
           Shareholders of Thomas NY exchanged all of their common stock shares
           of Thomas NY for 500,000 Thomas Pharmaceuticals, Ltd's ("Thomas NJ")
           Series A Convertible Preferred Stock In addition, Thomas NJ assumed
           the assets and liabilities of Thomas NY with an aggregate value of
           $(93,533), which was recorded as intangible assets.

           The book value of $(93,533) of Thomas NY at the time of the merger
           consisted of:

                 Cash                                          $      36
                 Property and equipment                          115,175
                 Other assets                                      3,778
                 Accounts payable & accrued expenses            (187,522)
                 Notes payable                                   (20,000)
                 Minority interest in subsidiary stock            (5,000)
                                                               ---------
                 Total                                         $ (93,533)
                                                               =========


NOTE 12 -    GOING CONCERN

           The Company has incurred substantial accumulated deficits, has an
           obligation to deliver an indeterminable amount of common stock due on
           derivative liabilities, has completed the process of spinning out the
           three operating subsidiaries, and is in the process of spinning out a
           fourth operating subsidiary. These issues raise substantial 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 sheet 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.

           During the six months ended June 30, 2007 and 2006, the Company had
           been able to meet its operating requirements from cash reserves
           raised through previous Equity Line of Credit financing agreements
           with Cornell Capital Partners, LP

                                       23
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2007 AND 2006

           Since the spin off of the three operating subsidiaries, the Company
           has transitioned itself in a company focused on the development and
           licensing of proprietary technologies. Following the sales of patents
           the Lamson Holdings LLC, the Company has 9 remaining patent
           applications, which 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.

           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 13 - SUBSEQUENT EVENTS

           On July 12, July 19 and July 30, 2007, the Company issued an
           aggregate of 11,049,841 shares of Class A common stock to Cornell
           Capital Partners as repayment of principal on an outstanding
           convertible debenture, valued at $32,000.

           On May 3, 2007, the Company announced that it has entered into a
           non-binding Letter of Intent to acquire Spectrum BioScience, a
           compound management services company, whose business model is to
           dramatically improve customer efficiency by automating manual
           processes and integrating sample management solutions involved in
           drug discovery. The transaction, which is subject to due diligence
           and the usual and customary conditions, is expected to close in
           September 2007.

NOTE 14 - RESTATEMENT

           The Company has amended its previously issued financial statements
           for the six months ended June 30, 2006. The Company amended these
           statements to reflect the change in the characterization of the
           30,000,000 warrants issued to Cornell Capital from being accounted
           for as a warrant liability to being accounted for as an equity
           instrument. In addition, the initial warrants were recorded as
           financing costs and was charged directly to the statement of
           operations as an expenses. These changes are already incorporated in
           the financial statements issued at December 31, 2006. The restatement
           changed the accounting for the warrants and for the derivative value
           of the convertible debentures. The amended statements show a decrease
           in the write-off of financing costs of $2,736,581, a net decrease in
           gain on revaluation of derivatives of $973,944 and an increase in the
           amortization of discount on beneficial conversion in the amount of
           $16,242, resulting in an decrease of $1,746,395 in the previously
           reported loss of $3,033,956 to an amended loss of $1,287,561, or an
           decrease of $.03 in the net loss per share. The changes also
           increased total shareholders equity by $2,136,305 to $5,215,789.

                                       24
<PAGE>

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

Some information included in this Quarterly Report on Form 10-QSB 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, 2006 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.

PLAN OF OPERATION.
------------------

To date, we have incurred substantial losses and do not produce enough cash from
operations to cover our operating cash requirements. We raise our 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.

We have determined that the best way to create shareholder value, separate and
apart from our operating performance, is by spinning off and distributing shares
of our wholly owned subsidiaries in the form of a special dividend to our
shareholders. The common stock distributions are part of a broader strategy
relating to our transition into a company focused on the development and
licensing of proprietary technologies. We will also continue to search for
potential merger candidates with or without compatible technology and products,
in a further attempt to increase shareholder value. See the discussions below
regarding our ongoing activities.


      DIVIDENDS / SPIN-OFFS:

      In the last 36 months, we have successfully spun-off four subsidiaries
      through special dividends to our shareholders. Also, during the six months
      ended June 30, 2007, we have started the process to spin-off Thomas
      Pharmaceuticals, Ltd.

      Trey Resources, Inc.: In February 2004, iVoice shareholders received one
      share of Trey Resources for every 1,793 shares held by iVoice. Trey
      Resources closed on its first acquisition in June 2004 by acquiring an
      operating company with sales of over $2 million. Since that time, Trey has
      acquired three companies, hired the management of a fourth company, and
      grown from zero sales to revenues at a current operating rate of nearly
      $6.6 million per annum.

      iVoice Technology, Inc.: On August 5, 2005, iVoice shareholders received
      one share of iVoice Technology for every 988 shares held by iVoice. iVoice
      Technology will initially focus on building a business around the IVR
      technology. On June 6, 2007 iVoice Technology announced that it signed a
      non-binding Letter of Intent to acquire Prosperity Ventures, Inc, d/b/a
      Tropical Screen, Stronghold Manufacturing, Inc, Aero Consulting, LLC and
      Screen Enclosure Technologies, LLC, Florida limited liability
      corporations. The transaction, which is subject to due diligence, the
      usual and customary conditions, and entering into a definitive agreement,
      is expected to close in August 2007.

                                       25
<PAGE>

      Deep Field Technologies, Inc.: On August 5, 2005, iVoice shareholders
      received one share of Deep Field Technologies for every 988 shares held by
      iVoice. On February 13, 2007, Deep Field completed its acquisition of
      Beijing Sino-US Beijing Jinche Yingang Auto Technological Services, Ltd.
      ("AutoMart"), a cooperative joint venture organized under the laws of The
      People's Republic of China. As part of the transaction, the Company
      received 4,000,000 shares of Class A common stock of Deep Field for
      consulting services to be provided over 6 months following the closing.

      SpeechSwitch, Inc.: On August 5, 2005, iVoice shareholders received one
      share of SpeechSwitch for every 988 shares held by iVoice. SpeechSwitch
      continues to sell the speech recognition software and manage the business.
      The assets that were transferred to SpeechSwitch include the Speech SDK,
      Speech Enabled Auto Attendant, Name Dialer, plus two issued patents and
      two patents pending.

      Thomas Pharmaceuticals, Inc.: On March 30, 2007, the Company announced
      that it intends to distribute to the Company's shareholders shares of
      common stock of its subsidiary Thomas Pharmaceuticals, Ltd. The proposed
      distribution is subject to final review by the U.S. Securities and
      Exchange Commission. The holders of iVoice common stock will receive
      shares of Thomas Pharmaceuticals, Ltd. common stock. The record date and
      distribution date will be as soon as practicable after the U.S. Securities
      and Exchange Commission declares the Thomas Pharmaceuticals Ltd. Form SB-2
      registration statement effective. The initial Form SB-2 registration
      statement was filed with the SEC on April 13, 2007 and amendments were
      filed on June 18, 2007 and July 27, 2007.

      PATENTS AND TRADEMARKS:

      TO DATE WE HAVE FILED TWELVE PATENT APPLICATIONS WITH THE UNITED STATES
      PATENT AND TRADEMARK OFFICE FOR SPEECH ENABLED APPLICATIONS THAT WE HAVE
      DEVELOPED INTERNALLY.

      Of these applications, three (3) patents have been awarded. Our first
      patent, for our Speech-Enabled Automatic Telephone Dialer, was issued in
      May 2003. Our second patent for our Speech-Enabled Automatic Telephone
      Dialer without the need for a Private Branch Exchange (PBX) was issued in
      December 2003. This patent is similar to our first patent however; the PBX
      requirement is circumvented through the use of software. Our third patent
      for Speech Enabled Voice Activated/Voice Responsive Item Locator was
      issued in October 2004.

      The remaining patent applications are pending. These applications include
      various versions of the "Wirelessly Loaded Speaking Medicine Container",
      "iVoice Speech Enabled Name Dialer", the "Voice Activated Voice Operated
      Copier", the "Voice Activated 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", "Product Identifier
      and Receive Spoken Instructions" and "Traffic Signal System with Countdown
      Signaling and with Advertising and/or News Message."

      Following the formation of SpeechSwitch, Inc. in November 2004, we
      transferred our legal rights to four of the Speech-Enabled Automatic
      Telephone Dialer patents to SpeechSwitch, Inc. Upon the conclusion of the
      spin-off of SpeechSwitch, Inc on August 5, 2005, we no longer maintained
      any rights to or control over these four patents.

                                       26
<PAGE>

      Licensing of Patents:
      ---------------------
      In March 2004 the Company announced that it has entered into a technology
      licensing agreement with GlynnTech Inc., to serve as its licensing agent
      for speaking product packaging technology.

      GlynnTech Inc. has been involved in the licensing of a variety of
      technologies for more than thirty years. Besides representing such diverse
      successful products as the SuperSoaker(R) water gun and the RotoWrench(R),
      Glynn has successfully licensed or sold more than thirty four patents in
      the field of containers and packaging. Glynn stated that the speaking
      product packaging technology could eventually become a widespread method
      of using many consumer products.

      iVoice's commitment to innovative technology continues to help customers
      meet their client requirements. We believe GlynnTech can help us unlock
      the potential of the pending applications.

      iVoice has filed a number of patent applications that relate to wirelessly
      loaded product containers, including prescription medicine containers and
      OTC medicine containers. This product packaging contains wirelessly
      downloaded instructions and warnings for subsequent audio playback by
      users. It is anticipated that these inventions would enable sight-impaired
      users to avoid the need to read instructions and product warnings. In the
      long term, it is believed that broad acceptance of this technology would
      enable anyone to simply press a button on a package and hear instructions.

      Sales & Licensing of Patents:
      -----------------------------

      On March 21, 2006, we entered into a Patent Purchase Agreement with Lamson
      Holdings LLC, a Nevada limited liability company, for the sale of certain
      United States Letters Patents and/or applications for United States
      Letters Patents and/or foreign patents and applications. The patents or
      patent applications being transferred in this purchase agreement are
      related to: a) patent 6813341, Voice Activated/Voice Responsive item
      locator; b) patent 10/696,660, Voice activated, voice responsive product
      locator system, including product location method utilizing product bar
      code and aisle-situated, aisle-identifying bar code; c) patent 10/696,090,
      Voice activated, voice responsive product locator system, including
      product location method utilizing product bar code and product-situated,
      location-identifying bar code; and d) patent 10/696,701, Product location
      method utilizing product bar code and aisle-situated, aisle-identifying
      bar code. A portion of the proceeds were disbursed to GlynnTech, Inc. for
      patents that are co-owned by the President of GlynnTech, Inc., Kenneth
      Glynn. On July 28, 2006, we concluded the sale of the patents to Lamson
      Holdings LLC for the net proceeds of $136,000. The net proceeds were used
      to pay down a portion of the Cornell Debentures.

      ACQUISITIONS & MERGERS:

      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.

      Merger with Thomas Pharmaceuticals Ltd.:
      ----------------------------------------

      On January 6, 2006, we entered into an Agreement and Plan of Merger (the
      "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition
      Corp.), a New Jersey corporation ("Thomas NJ"), our wholly owned
      subsidiary, Thomas Pharmaceuticals Ltd., a New York corporation ("Thomas
      NY"), Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas, an
      individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an
      individual, "Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"),

                                       27
<PAGE>

      and Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe,
      Kirkwood, Gillespie, Thomas and Lucas are collectively as the "Thomas
      Shareholders"). Under the terms of the Agreement, Thomas NY merged into
      our wholly owned subsidiary, Thomas NJ. The Thomas Shareholders of Thomas
      NY exchanged all of their common stock shares of Thomas NY for 500,000
      Thomas NJ Series A Convertible Preferred Stock ("Series A Preferred
      Stock") shares. The Series A Preferred Stock shareholders can elect to
      have us spin-off Thomas NJ. On August 9, 2006, we entered into a Stock
      Purchase Agreement with Thomas Pharmaceutical Acquisition Corp ("TPA"), a
      Delaware corporation and Thomas Pharmaceuticals, Ltd ("TPL"), a New Jersey
      corporation, our wholly owned subsidiary, whereby TPA agreed to purchase
      all the TPL securities held by us. These securities include the Class A
      common stock, Series B Convertible Preferred Stock, Secured Convertible
      Debentures and Administrative Service Convertible Debenture for
      $1,235,100, plus a 25% premium ($308,775) on the initial value of the TPL
      securities, plus interest and dividends accrued under the terms of such
      securities through the closing date. The closing will occur when TPA
      secures financing to consummate the transaction. However, we may terminate
      this Stock Purchase Agreement should this transaction not be completed by
      October 31, 2006.

      On January 26, 2007, we entered into an Extension Agreement (the
      "Extension Agreement") with Thomas Pharmaceuticals and Thomas Acquisition.
      The Extension Agreement amended the Stock Purchase Agreement whereby the
      expiration date provided for in the Stock Purchase Agreement was extended
      to and through the date on which the Securities and Exchange Commission
      declares effective a registration statement for the distribution of Class
      A Common Stock of Thomas Pharmaceuticals to the shareholders of the
      iVoice. It was also agreed by the parties that Thomas Acquisition would
      provide $160,000 to Thomas Pharmaceuticals as bridge financing.

      On March 30, 2007, the Company announced that it intends to distribute to
      the Company's shareholders shares of common stock of its subsidiary Thomas
      Pharmaceuticals, Ltd. The proposed distribution is subject to final review
      by the U.S. Securities and Exchange Commission. The holders of iVoice
      common stock will receive shares of Thomas Pharmaceuticals, Ltd. common
      stock. The record date and distribution date will be as soon as
      practicable after the U.S. Securities and Exchange Commission declares the
      Thomas Pharmaceuticals Ltd. Form SB-2 registration statement effective.
      The Form SB-2 registration statement was filed with the SEC on April 13,
      2007 and amendments were filed on June 18, 2007 and July 27, 2007.

RESULTS OF OPERATIONS
---------------------

SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO SIX MONTHS ENDED JUNE 30, 2006

In January 2006, the Company acquired Thomas Pharmaceuticals, which was a
start-up company with limited operations prior to the merger.

Total sales for the six months ended June 30, 2007 and 2006 were $917,484 and
$51,917, respectively. Sales in 2007 include $840,000 of consulting revenues
earned on the Deep Field agreement. Sales in 2007 also include revenues from the
administrative services agreements of $50,777 and from product sales of the
Company's Acid-All product of $26,707, which was introduced in March 2006. The
product sales of Acid-All in 2007 were reduced by a charge of $48,850 for a
provision for product returns. The sales in 2006 represent initial product sales
of the Acid-All product, net of a provision for product returns of $17.

                                       28
<PAGE>

Cost of sales for the six months ended June 30, 2007 and 2006 were $90,976 and
$27,331, respectively. The costs in 2007 represent the costs of raw materials,
packaging and shipping for the Acid-All product shipments and a $56,116 charge
for a reserve for excess and obsolete inventory. The costs in 2006 represent the
costs of raw materials, packaging and shipping for the Acid-All product
shipments.

Total operating expenses for the six months ended June 30, 2007 and 2006, were
$934,385 and $1,311,523, respectively, for an overall decrease of $377,139. The
costs in 2007 include $123,991 for selling and marketing expenses compared to
$101,924 for 2006. The increase of $22,067 over 2006 represents expenses
incurred on a sampling event in San Francisco on valentine's day. General and
administrative expenses in 2007 decreased by $477,047 when compared to 2006. Of
these decreases, advertising expenses decreased by approximately $211,842 when
compared to 2006 when Thomas paid $224,737 for advertising campaigns initiated
to introduce the Acid-All products. Other decreases include reductions in
printing and reproduction fees of $72,873 when compared to 2006 for costs of
printing and distribution of the 2006 proxy statements, reductions in legal
expenses of $96,399 when compared to 2006 costs related to the merger with
Thomas Pharmaceuticals and the overall reduction of Thomas's general and
administrative overhead expenses as we curtail the operations to conserve
operating cash until the alternate funding can be arranged. The operating
expenses in 2007 also include a $109,137 charge for impairment of intangible
assets of Thomas Pharmaceuticals and a $33,333 reduction in the amortization of
financing costs when compared to 2006.

Total other income (expense) for the six months ended June 30, 2007 was an
expense of $784,198. This total was primarily comprised of $1,992,410
amortization of the discount on debt, $265,744 of accrued interest expense on
the Cornell notes and other debt, and $85,234 loss on sales of marketable
securities which is offset by $1,275,129 gain on revaluation of the derivatives
and $278,823 of interest income. Total other income (expense) for the six months
ended June 30, 2006 was an expense of $624. This total was primarily comprised
of $304,079 amortization of the discount on debt and $306,197 of accrued
interest expense on the Cornell notes and other debt, offset by $233,312 of
interest income on the cash accounts, $75,000 placement fees related to the
financing of Corporate Strategies in 2005 and $64,165 of administrative service
fees.

Net loss for the six months ending June 30, 2007 and 2006, were $892,075 and
$1,287,561, respectively. The decrease in net loss of $395,486 was the result of
the factors discussed above.

THREE MONTHS ENDED JUNE 30, 2007 COMPARED TO THREE MONTHS ENDED JUNE 30, 2006

In January 2006, the Company acquired Thomas Pharmaceuticals, which was a
start-up company with limited operations prior to the merger.

Total sales for the three months ended June 30, 2007 and 2006 were $593,831 and
$50,924, respectively. Sales in 2007 include $560,000 of consulting revenues
earned on the Deep Field agreement. Sales in 2007 also include revenues from the
administrative services agreements of $25,326 and from product sales of the
Company's Acid-All product of $50,924 which was introduced in March 2006. Sales
in 2007 were reduced by a charge of $14,685 for a provision for product returns.
The sales in 2006 represent initial product sales of the Acid-All product, net
of a provision for product returns of $17.

Cost of sales for the three months ended June 30, 2007 and 2006 were $35,036 and
$26,235, respectively. The costs in 2007 represent the costs of raw materials,
packaging and shipping for the Acid-All product shipments and a $26,616 charge
for a reserve for excess inventory. The costs in 2006 represent the costs of raw
materials, packaging and shipping for the Acid-All product shipments.

                                       29
<PAGE>

Total operating expenses for the three months ended June 30, 2007 and 2006, were
$398,375 and $646,543, respectively, for an overall decrease of $248,168. The
costs in 2007 include $30,676 for selling and marketing expenses compared to
$66,063 for 2006. The decrease of $35,387 when compared to 2006 represents
reduction in salaries and curtailment of sampling expenses upon the resignation
of the Thomas's president in March '07. General and administrative expenses in
2007 decreased by $222,268 when compared to 2006. Of these decreases,
advertising expenses decreased by approximately $78,000 when compared to 2006
when Thomas paid $89,045 for advertising campaigns initiated to introduce the
Acid-All products. Other decreases include reductions in printing and
reproduction fees when compared to 2006 costs for printing and distribution of
the 2006 proxy statements, reductions in legal expenses when compared to 2006
costs related to the filing of a subsequently withdrawn SB2 registration
statement, and the overall reduction of Thomas's general and administrative
overhead expenses as we curtail the operations to conserve operating cash until
the alternate funding can be arranged. The operating expenses in 2007 also
include a $20,604 charge for impairment of intangible assets of Thomas
Pharmaceuticals and a $13,332 reduction in the amortization of financing costs
when compared to 2006.

Total other income (expense) for the three months ended June 30, 2007 was an
expense of $1,127,258. This total was primarily comprised of $1,080,174
amortization of the discount on debt, $133,192 of accrued interest expense on
the Cornell notes and other debt, and $70,058 loss on revaluation of the
derivatives which is offset by $140,506 of interest income and $10,569 gain on
sales of marketable securities. Total other income (expense) for the three
months ended June 30, 2006 was an income of $17,090. This total was primarily
comprised of $251,847 gain on revaluation of the derivatives, $122,422 of
interest income on the cash accounts, $32,083 of administrative service fees and
$75,000 placement fees related to the financing of Corporate Strategies in 2005
offset $304,079 amortization of the discount on debt, $145,352 of accrued
interest expense on the Cornell notes and other debt and $15,000 write-off of
financing costs on the Cornell debenture.

Net loss for the three months ending June 30, 2007 and 2006, were $966,838 and
$604,764, respectively. The increase in net loss of $362,074 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, 2006 we had incurred net losses from
continuing operations of $3,146,906 and had cash flow deficiencies from
continuing operations of $1,214,206. These matters raise substantial 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 generates 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 $184,500 per month. These monthly expenses are anticipated to consist of
the following: payroll and benefits of $90,000, occupancy costs of $15,000,
professional fees of $40,000, advertising $30,000, and miscellaneous
administrative expenses

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of $9,500. We expect to fund these monthly 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 24 months.

During the six months ended June 30, 2007, iVoice had a net increase in cash of
$50,654. iVoice's principal sources and uses of funds in the six months ended
June 30, 2007 were as follows:

CASH FLOWS FROM OPERATING ACTIVITIES. The Company used $227,677 in cash for
operations in the six months ended June 30, 2007, a decrease of $705,389
compared to $933,066 in cash used for operations in the six months ending June
30, 2006. The prior period results included the start-up costs for Thomas
Pharmaceuticals which was not repeated in the current period.

CASH FLOWS FROM INVESTING ACTIVITIES. The Company provided $124,331 cash from
investing activities for the six months ended June 30, 2007. This was primarily
due to the net proceeds from the sales of marketable securities of $136,787.
These proceeds were offset by cash used to upgrade the home office copiers and
by the increases in patent and trademark costs. The Company used cash of $16,372
for investing activities in the six months ended June 30, 2007. The Company
upgraded the computers and network for the Thomas operations in 2006. The
Company also continues to invest money in the prosecution of the Companies
patent portfolios.

CASH FLOWS FROM FINANCING ACTIVITIES. The Company provided $154,000 cash from
financing in the six months ended 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. During 2007, $6,000 was
repaid to Thomas Pharmaceuticals Acquisition. For the six month ended June 30,
2006, the Company provided $1,141,250 cash from financing which represented the
net proceeds from the sale of a $1,250,000 Secured Convertible Debenture to
Cornell Capital.

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

On May 11, 2006 we issued to Cornell a $503,776 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 $333,760 and $170,016 of accrued
interest due to Cornell from May 25, 2004.

On May 11, 2006 we issued to Cornell 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 Cornell from June 15, 2005.

On May 25, 2006, we issued to Cornell 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 Cornell.

On May 25, 2006, we entered into a Securities Purchase Agreement with Cornell
whereby we issued to Cornell an aggregate $8,547,886 of Cornell Debentures which
are convertible into shares of our Class A Common Stock. The aggregate principal
amount of $8,547,886 of Cornell Debentures consists of the three secured
convertible debentures mentioned above and a fourth secured convertible
debenture in the principal amount of $1,250,000 that will be issued to Cornell
two (2) business days prior to the date the upcoming Registration Statement is
declared effective by the SEC.

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We can redeem a portion or all amounts outstanding under the Cornell Debentures
at any time upon three business days advanced written notice. A 20% redemption
premium on the principal amount being redeemed is required. Cornell may, at its
discretion, convert the outstanding principal and accrued interest, in whole or
in part, into a number of shares of our Class A Common Stock equal to the
quotient obtained by dividing (x) the outstanding amount of the Cornell
Debentures to be converted by (y) 90% of the lowest closing bid price of our
shares of Class A Common Stock during the 30 trading days immediately preceding
the conversion date.

In addition, on any conversion date, Cornell may require us to make a cash
payment in lieu of delivering shares of our Class A Common Stock if the
conversion shares to be issued to Cornell, when aggregated with all other shares
of our Class A Common Stock beneficially owned by Cornell at such time, would
result in Cornell beneficially owning greater than 4.9% of our outstanding
shares of Class A Common Stock. For example, assuming Cornell did not
beneficially own any shares of our Class A Common Stock at the time of
conversion, if Cornell were to request a conversion of $100,000 at a conversion
price of $.02, then we would have to issue 5,555,555 shares ($100,000 / ($.02
multiplied by 90%) to Cornell. Since this number of shares exceeds 4.9% of our
issued and outstanding shares of Class A Common Stock (3,384,464 shares), then
Cornell could request that we make a cash payment of $43,422 (2,171,091
multiplied by $.02). We believe we have sufficient cash on-hand to satisfy such
obligations if and when they shall arise.

We cannot predict the actual number of shares of Class A Common Stock that will
be issued pursuant to the Cornell Debentures, in part, because the conversion
price of the Cornell Debentures will fluctuate based on prevailing market
prices. If we are unable to issue enough shares to meet our obligations, then
Cornell could request cash payments, which could have a material impact on our
long-term growth strategy.

On May 3, 2007, the Company received notice from Cornell Capital Partners that
Cornell would waive certain terms of the Registration Right Agreement of May 25,
2006, related to the effectiveness of the registration statement and event of
default. In addition, Cornell will also waive all rights to liquidated damages
related to the event of default.

On May 7, 2007, the Company filed a formal request with the Securities and
Exchange Commission for withdrawal of the Company's Registration Statement
previously filed on Form SB-2 for the registration of 1,122,178,413 shares of
common stock issuable upon the conversion Convertible Debentures previously sold
to Cornell Capital Partners, LP.

Based on the withdrawal of the registration statement, the Company will not
receive the proceeds of the fourth convertible debenture mentioned above.

On January 26, 2007, we entered into an Extension Agreement (the "Extension
Agreement") with Thomas Pharmaceuticals and Thomas Acquisition. The Extension
Agreement amended the Stock Purchase Agreement whereby the expiration date
provided for in the Stock Purchase Agreement was extended to and through the
date on which the Securities and Exchange Commission declares effective a
registration statement for the distribution of Class A Common Stock of Thomas
Pharmaceuticals to the shareholders of the iVoice. It was also agreed by the
parties that Thomas Acquisition would provide $160,000 to Thomas Pharmaceuticals
as bridge financing. If as of the effective date of the Registration Statement,
Thomas Acquisition has not exercised its right to purchase the Securities and
then the Stock Purchase Agreement will be terminated and Thomas Acquisition will
no longer have the right to purchase the Securities.

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There is no assurance that the future funding, if any, offered by Cornell
Capital Partners, LP. in the form of secured convertible debentures will enable
us to raise the requisite capital needed to implement our long-term growth
strategy or that alternative forms of financing will be available. Current
economic and market conditions have made it very difficult to raise required
capital for us to implement our business plan.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company maintains a set of disclosure controls and procedures designed to
ensure that information required to be disclosed by us in our reports filed
under the Securities Exchange Act, is recorded, processed, summarized, and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

Our Board of Directors was advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their assessment
of our internal controls as part of their audit for the year ended December 31,
2006, they have identified a material weakness as defined in Public Accounting
Oversight Board Standard No. 2 in our internal control over financial reporting.
Our auditors have identified the following material weaknesses in our internal
controls as of December 31, 2006 and June 30, 2007:

      A material weakness in the Company's internal controls existed as of
      December 31, 2006 and June 30, 2007. The material weakness was identified
      as the Company's limited segregation of duties amongst the Company's
      employees with respect to the Company's preparation and review of the
      Company's financial statements. This material weakness is the result of
      the Company's limited number of employees. This material weakness may
      affect management's ability to effectively review and analyze elements of
      the financial statement closing process and prepare condensed consolidated
      financial statements in accordance with U.S. GAAP.

Subsequent to the notification from our independent registered public accounting
firm, our chief executive officer evaluated our internal controls and concurred
that our disclosure controls and procedures have not been effective to ensure
that information required to be included in our periodic SEC filings is
recorded, processed, summarized, and reported within the time periods specified
in the SEC rules and forms. Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible changes in our disclosure
controls and procedures. ITEM 3A(T). CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as defined in Rules 13a-15(e) or
240.15d-15(e) of the Securities Exchange Act of 1934, as amended, as of June 30,
2007. Based on that evaluation, management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures are effective. There has been no change in the internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of ss.240.13a-15 or ss.240.15d-15 of the Exchange Act
that occurred during the Company's last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting. other than what has been reported above.

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                           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  Amended and Restated Security Agreement dated June 14, 2007, by
                and between Thomas Pharmaceutical Acquisition Corp. and Thomas
                Pharmaceuticals, Ltd..

          31.1  Certifications of the Chief Executive Officer and Principal
                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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                                   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 14, 2007
    ---------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer



























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                                INDEX OF EXHIBITS

10.1   Amended and Restated Security Agreement dated June 14, 2007, by and
       between Thomas Pharmaceutical Acquisition Corp. and Thomas
       Pharmaceuticals, Ltd.

31.1   Certifications of the Chief Executive Officer and Principal 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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