SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2002

                                       OR

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

For the transition period from ____________________ to ______________________

Commission file number         000-29341

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


          Delaware                                              52-1750786
--------------------------------------------------------------------------------
(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,
                                                               par value $.001
                                                               per share

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

YES __X__            NO ____

Number of shares of Class A, common stock, $.001 par value,
outstanding as of:
                     November 5, 2002                   371,137,010




<PAGE>



                                  iVoice, Inc.
                              FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002



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


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

         Item 1.   Financial Statements

                   Balance Sheets - September 30, 2002 (Unaudited)          2


                   Statements of Operation -
                   For the three months ended September 30, 2002 and 2001
                    and nine months ended September 30, 2002 and 2001       3


                   Statements of Cash Flows -
                   For the nine months ended September 30, 2002 and 2001   4-6


                   Notes to the financial statements                       7-14


         Item 2.   Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                   15-18

         Item 3.   Controls and Procedures                                  18


PART II. OTHER INFORMATION

         Item 1.   Legal Proceedings                                        18


         Item 3.   Defaults upon Senior Securities                          18


         Item 6.   Exhibits and reports on Form 8-K                         19



                                       1
<PAGE>






                                  iVoice, Inc.
                                 BALANCE SHEETS
                               SEPTEMBER 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>


      ASSETS
CURRENT ASSETS
<S>                                                                                     <C>
   Cash and cash equivalents                                                            $   316,982
   Accounts receivable, net of allowance for
    doubtful accounts of $7,000                                                              55,087
   Inventory                                                                                 12,463
   Prepaid expenses and other current assets                                                  6,182
                                                                                          ---------
    Total current assets                                                                    390,714

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $76,628                           79,409

OTHER ASSETS
   Other Receivable                                                                          67,650
   Software license costs, net of accumulated amortization of $353,600                      190,400
   Intangible assets, net of accumulated amortization of $30,885                            263,016
   Deposits and other assets                                                                 11,726
                                                                                          ---------
      Total other assets                                                                    532,792
                                                                                          ---------
      TOTAL ASSETS                                                                    $   1,002,915
                                                                                          =========
       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
     Accounts payable and accrued expenses                                                $ 275,469
     Obligations under capital leases - current                                              23,390
     Notes Payable - Note 3                                                                 156,547
     Billings in excess of estimated costs on uncompleted jobs                               24,313
     Due to related parties - Note 4                                                      2,009,822
     12% Convertible debentures - Note 2                                                    130,800
     5% Convertible debentures - Note 2                                                     183,517
                                                                                          ---------
         Total current liabilities                                                        2,803,858
                                                                                          ---------

LONG-TERM DEBT                                                                                    -
                                                                                          ---------
   Total liabilities                                                                      2,803,858
                                                                                          ---------

COMMITMENTS AND CONTINGENCIES - Note 5                                                            -

STOCKHOLDERS' DEFICIENCY
     Preferred stock, par value $1.00; authorized 1,000,000
       shares, no shares issued or outstanding                                                    -
     Common stock, Class A - par value $.001; authorized 600,000,000
     shares, 230,822,928 issued and 230,222,928 shares outstanding                        1,251,978
     Common stock, Class B - no par value; authorized 3,000,000
      shares;  700,000 shares issued; 354,000 shares outstanding                                 36
     Treasury stock, 600,000 Class A shares, at cost                                        (28,800)
     Additional paid in capital                                                          11,067,350
     Accumulated deficit                                                                (14,091,507)
                                                                                         ----------
         Total stockholders' deficiency                                                  (1,800,943)
                                                                                         ----------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                              $    1,002,915
                                                                                         ==========

</TABLE>


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


                                       2
<PAGE>



                                  iVoice, Inc.
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>


                                                             For the Three Months Ended     For the Nine Months Ended
                                                                    September 30,                 September 30,
                                                             --------------------------     -------------------------
                                                                2002          2001              2002          2001
                                                             ----------    ----------        ----------    ----------
<S>                                                     <C>              <C>              <C>            <C>
SALES, net                                              $     140,614    $     87,043     $    458,353   $    303,948

COST OF SALES                                                  38,337          31,161          139,774        130,279
                                                             --------        --------        ---------      ---------
GROSS PROFIT                                                  102,277          55,882          318,579        173,669
                                                             --------        --------        ---------      ---------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling expenses                                          35,341          31,171           93,270        138,470
     General and administrative expenses                      213,890         349,489        1,232,108      1,653,307
     Research and development                                  57,682          90,389          170,819        320,475
     Bad debt expense                                               -               -            3,000         23,308
     Depreciation and amortization                             41,200          40,539          122,101        120,718
                                                             --------        --------        ---------      ---------
Total selling, general and administrative expenses            348,113         511,588        1,621,298      2,256,278
                                                             --------        --------        ---------      ---------

LOSS FROM OPERATIONS                                         (245,836)       (455,706)      (1,302,719)    (2,082,609)

OTHER INCOME\ (EXPENSE)
     Non-recurring expense                                     (9,243)              -           (9,243)      (352,706)
     Other Income                                                   -               -           28,800              -
     Interest expense                                         (47,461)        (36,782)        (377,476)      (107,591)
                                                             --------        --------        ---------      ---------
Total other income (expense)                                  (56,704)        (36,782)        (357,919)      (460,297)
                                                             --------        --------        ---------      ---------
LOSS BEFORE INCOME TAXES                                     (302,540)       (492,488)      (1,660,638)    (2,542,906)

PROVISION FOR INCOME TAXES                                          -               -                -              -
                                                             --------        --------        ---------      ---------
NET LOSS                                                   $ (302,540)     $ (492,488)     $(1,660,638)   $(2,542,906)
                                                             ========        ========        =========      =========
NET LOSS PER COMMON SHARE
     Basic                                                 $ (   0.00)     $(    0.00)     $ (    0.01)   $  (   0.02)
                                                             ========        ========        =========      =========
     Diluted                                               $ (   0.00)     $(    0.00)     $ (    0.01)   $  (   0.02)
                                                             ========        ========        =========      =========

</TABLE>



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



                                       3
<PAGE>


                                  iVoice, Inc.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                 For the Nine Months Ended
                                                                                       September  30,
                                                                                 --------------------------
                                                                                   2002            2001
CASH FLOW FROM OPERATING ACTIVITIES                                             ----------      ----------
<S>                                                                         <C>              <C>
   Net loss                                                                 $ (1,660,638)    $ (2,542,906)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                                   30,357           29,274
   Amortization of prepaid expense                                               326,667                -
   Amortization of intangibles                                                     9,843            9,843
   Amortization of software license                                               81,600           81,600
   Bad debt expense                                                                3,000           23,308
   Forfeited employee stock compensation                                         (28,800)               -
   Discounts on stock options                                                    316,750                -
   Debt issue costs                                                              216,977          157,697
   Common stock issued for consulting services                                    45,000          300,138
   Common stock issued for compensation                                                -          224,000
   Common stock issued for settlements                                                 -          211,080
   Common stock issued for interest                                               10,735            6,559
   Changes in certain assets and liabilities:
       Accounts receivable                                                       (20,803)          17,560
       Inventory                                                                   8,123              537
       Accounts payable and accrued liabilities                                  196,760          680,199
       Deferred revenue                                                          (19,304)          28,294
       Other assets                                                                  686           87,658
                                                                               ---------        ---------
Total cash used in operating activities                                         (483,047)        (685,159)
                                                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                             (2,641)          (1,872)
   Purchase of goodwill and other intangibles                                     (1,560)          (3,390)
                                                                               ---------        ---------
Total cash used in investing activities                                           (4,201)          (5,262)
                                                                               ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                      102,696          129,931
   Collections on stock subscriptions                                            317,000                -
   Proceeds from related party loans                                               3,000          264,000
   Repayment of related party loans                                              (90,000)               -
   Proceeds from note payable                                                    250,000                -
   Repayment of notes payable                                                    (93,453)               -
   Repayment of capital lease obligations                                        (25,556)         (20,682)
   Sale of convertible debentures                                                255,000          275,000
                                                                               ---------         --------
Total cash provided by financing activities                                      718,687          648,249
                                                                               ---------         --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                        (42,172)         231,439

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                   85,543           55,349
CASH AND CASH EQUIVALENTS - END OF PERIOD                                    $   316,982       $   13,177

</TABLE>




                                       4
<PAGE>

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


                                  iVoice, Inc.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

<TABLE>
<CAPTION>

                                                               For the Nine Months Ended
                                                                   September  30,
                                                               -------------------------
                                                                  2002          2001
                                                               ----------    ----------
CASH PAID DURING THE PERIOD FOR:
<S>                                                            <C>            <C>
   Interest expense                                            $   6,104      $  10,976
   Income taxes                                                $       -      $       -

</TABLE>


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

SEPTEMBER 30, 2002

a) During the nine months ended September 30, 2002, the Company issued
   10,000 shares as partial payment for leasehold improvements valued at $540.

b) During the nine months ended September 30, 2002, the Company issued
   2,250,000 shares of Class A common stock for legal services valued at
   $45,000.

c) During the nine months ended September 30, 2002, the Company issued 6,200,000
   shares of its Class A common stock for fees and services  associated
   with the financing agreement with Cornell Capital, LP, valued at $117,800.

d) During the nine months ended September 30, 2002, the Company retained
   600,000 shares previously issued to an employee as compensation. These
   shares were deemed as not having been vested with the terminated employee
   and were recorded as treasury stock at a value of $28,800.

e) During the nine months ended September 30, 2002, the Company issued
   4,364,516 shares of its Class A common stock for interest on its outstanding
   Convertible Debentures valued at $95,679. Of this amount $10,735 reflects
   interest incurred in the current period and $84,944 represents amounts
   accrued in prior periods.

f) During the nine months ended September 30, 2002, the Company issued 505,921
   shares of its Class A common stock for the repayment of $15,000 in
   principal on its 8% Convertible Debentures.

g) During the nine months ended September 30, 2002, the Company issued 7,229,230
   shares of its Class A common stock for the repayment of $64,000 in
   principal on its 12% Convertible Debentures.

h) During the nine months ended September 30, 2002, the Company issued
   19,464,744 shares of its Class A common stock for the repayment of $71,483 in
   principal on its 5% Convertible Debentures.

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

                                       5
<PAGE>



                                  iVoice, Inc.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES - Continued

SEPTEMBER 30, 2001:

a) During the nine months ended September 30, 2001, the Company issued
   12,194,287 shares of its Class A common stock for services valued at
   $897,055. The company has registered for resale with the SEC, 10,600,000 of
   these issued shares during this nine-month period.

b) During the nine months ended September 30, 2001, the Company issued 2,020,834
   restricted shares of its Class A common stock as compensation valued
   at $224,000.

c) During the nine months ended September 30, 2001, the Company issued 828,000
   registered shares and 850,000  restricted shares of its Class A common
   stock as payment for termination of the Swartz Financing Agreement valued
   at $154,830.

d) During the nine months ended September 30, 2001, the Company issued 450,000
   restricted shares of its Class A common stock to a holder of its 12%
   convertible debentures as settlement for failure to register shares under
   the registration rights agreement related to the 12% convertible debentures
   valued at $56,250.

e) During the nine months ended September 30, 2001, the Company issued 328,951
   restricted shares of its Class A common stock as repayment of amounts
   owed to related parties valued at $75,659.

f) During the nine months ended September 30, 2001, the Company issued 2,892,628
   restricted shares of its Class A common stock for the repayment of
   $142,200 in principal on its 12% Convertible Debentures.

g) During the nine months ended September 30, 2001, the Company issued 104,110
   restricted shares of its Class A common stock for interest on its 12%
   Convertible Debentures valued at $6,559.

h) During the nine months ended September 30, 2001, the Company issued $275,000
   of its 8% convertible debentures exercisable at an 80% conversion price.
   The 20% conversion discount totaling $68,750 was recorded as a prepaid debt
   issue cost and will be amortized over the life of the debt.




                                       6
<PAGE>



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

                                  iVoice, Inc.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The accompanying 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.

     For further information, refer to the financial statements and footnotes
     included in Form 10-KSB for the year ended December 31, 2001.

     The result of operations for the nine-month periods ended September 30,
     2002 and 2001 are not necessarily indicative of the results to be expected
     for the full year.

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern, which contemplates the
     realization of assets and satisfaction of liabilities in the normal course
     of business. The Company has incurred accumulated net losses totaling
     $14,091,507 as of September 30, 2002, and has had periodic cash flow
     difficulties, which raise substantial doubt of the Company's ability to
     continue as a going concern.

     To date, the Company has funded its operations through the issuances of
     convertible debt, proceeds from exercised warrants, sales of its Class A
     common stock, collections from the sale of company products and loans from
     its principal stockholder, the proceeds of which are derived from sales of
     this principal stockholder's personal holdings of the Company's Class A
     common stock.

     The Company operates in an industry segment having inherent risks generally
     associated with small technology companies. Such risks include, but are not
     limited to, the ability to: a) generate sales of its product at levels
     sufficient to cover its costs and provide a return for investors, b)
     attract additional capital in order to finance growth, c) further develop
     and successfully market and distribute commercial products and d)
     successfully compete with other technology companies having financial,
     production and marketing resources significantly greater than those of the
     Company.


                                       7
<PAGE>


     The Company recently entered into financing agreement with Cornell Capital,
     LP that will require the issuance of additional equity as described in Note
     4 of these financial statements. Management believes that appropriate
     funding will be generated by the financing agreement with Cornell enabling
     the Company to continue operations through the current fiscal year.
     Management is also confident that future product sales will generate
     necessary cash flow, reducing the Company's need for additional financing.
     It should be noted however, that no assurance can be given that these
     future sales will materialize or that additional necessary funding can be
     raised.




                                       8
<PAGE>



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

     The computation of basic earnings per share is computed by dividing income
     available to common stockholders by the weighted average number of
     outstanding common shares during the period. Diluted earnings per share
     gives effect to all dilutive potential common shares outstanding during the
     period. The computation of diluted EPS does not assume conversion, exercise
     or contingent exercise of securities that would have an anti-dilutive
     effect on earnings. The shares used in the computations are as follows:

                                  Three Months Ended        Nine Months Ended
                                     September 30,            September 30,
                               -----------------------   -----------------------
                                  2002         2001        2002          2001
                                --------     --------    --------      --------
         Basic and Diluted    196,507,632  132,577,874  172,613,099  117,196,212


NOTE 2 -         CONVERTIBLE DEBENTURES

     The Company has previously issued convertible debentures consisting of ten
     notes payable totaling $500,000 bearing interest at 12% per annum and
     payable on December 1, 2000. These debentures are convertible into shares
     of the Company's Class A Common Stock at the option of the holder by
     dividing the outstanding principal and interest by the conversion price
     which shall equal 50% of the average bid price during the 20 trading days
     before the conversion date. As of September 30, 2002, $396,200 in principal
     of the 12% debentures and $99,644 in accrued interest had been converted
     into 14,505,718 shares of iVoice's Class A common stock. Total outstanding
     principal balance of the 12% convertible debentures at September 30, 2002
     was $130,800, plus accrued interest of $18,814.

     The Company has reached settlement terms with one previous holder of
     debentures regarding the interest and penalties demanded under default by
     this former holder whereby the Company has issued 450,000 shares to this
     former holder in full settlement of their claim.

     On June 11, 2002, the Company entered into a subscription agreement with
     certain purchasers to issue $255,000 in convertible debentures, with
     interest payable at 5% per annum. The notes are convertible into the
     Company's Class A common stock at a price equal to either (a) an amount
     equal to one hundred twenty percent (120%) of the closing bid price for the
     Common Stock on the Closing Date, or (b) an amount equal to eighty percent
     (80%) of the average of the four (4) lowest Closing Bid Prices of the
     Common Stock for the five (5) trading days immediately preceding the
     Conversion Date.



                                       9
<PAGE>


                                  iVoice, Inc.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 2 -         CONVERTIBLE DEBENTURES - Continued

     As of September 30, 2002, $71,483 in principal of the 5% debentures had
     been converted into 19,464,744 shares of iVoice's Class A common stock.
     Total outstanding principal balance of the 5% convertible debentures at
     September 30, 2002 was $183,517, plus accrued interest of $3,481.

NOTE 3 -         NOTE PAYABLE

     On August 20, 2002 the Company issued a prommisory note payable to Cornell
     Capital Partners, LP in the amount of $250,000 for an advance on the
     equity-line financing agreement entered into with Cornell in June, 2002.

     The note matures 120 days from the date of issue with interest accruing at
     8% per annum on any balance left unpaid after the 120-day maturity date. It
     is anticipated that the note will be fully repaid with Class A common stock
     issuable under the equity-line financing agreement with Cornell Capital. At
     September 30, 2002, a total of $93,453 has been repaid through the issuance
     of 36,675,000 Class A common shares of the Company's stock leaving an
     unpaid balance of $156,547.

NOTE 4 -         DUE TO RELATED PARTY

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

     As of September 30, 2002, the outstanding loan balance including monies
     loaned from the proceeds of stock sales, unpaid compensation, income taxes
     incurred from the sale of stock and unreimbursed expenses, totaled
     $2,009,822.

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



                                       10
<PAGE>



                                  iVoice, Inc.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 5 -     COMMITMENTS AND CONTINGENCIES

     In June 2002, we entered into an Equity Line of Credit with Cornell Capital
     Partners, L.P. Pursuant to the Equity Line of Credit, we may, at our
     discretion, periodically sell to Cornell Capital Partners shares of Class A
     common stock for a total purchase price of up to $5.0 million to raise
     capital to fund our working capital needs. For each share of Class A common
     stock purchased under the Equity Line of Credit, Cornell Capital Partners
     will pay 91% of the 5 lowest closing bid prices on the Over-the-Counter
     Bulletin Board or other principal market on which our common stock is
     traded for the 5 days immediately following the notice date. Pursuant to
     the agreement with Cornell Capital Partners, LP, we registered for resale
     on Form SB-2, shares of Class A common stock with the Securities and
     Exchange Commission which was filed on July 2, 2002 and later amended on
     August 8, 2002. On August 14, 2002, the Securities and Exchange Commission
     declared the Form SB-2 filed effective. The offering will terminate 24
     months after the Securities and Exchange Commission declares the
     registration statement effective. On August 20, 2002 we issued a $250,000
     promissory note for an advance on the equity-line of credit with Cornell as
     described in Note 3 of these financial statements.

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

     On August 2, 2002 we reached a settlement agreement with Business Staffing,
     Inc. who filed a lawsuit against iVoice in the amount of $37,250 for
     non-payment of placement services provided in the year 2000. The settlement
     agreement requires iVoice to pay Business Staffing, Inc. $13,500 payable in
     10 monthly instalments.

     The Company has filed suit against PanAm Wireless, Inc. the parent company
     of Celpage, Inc. for breach of contract related to the installation of a
     196-port Integrated Voice Response System at the customer's Guaynabo,
     Puerto Rico location. PanAm has refused to accept the remaining ports
     citing a shortfall in their projected subscriber base. Subsequent to the
     filing and in response to our claim, PanAm Wireless has entered a
     counterclaim against iVoice alleging iVoice's failure to supply PanAm
     Wireless with the required equipment and that the system did not provide
     the specified services specified in their purchase order. iVoice denies
     PanAm Wireless' counterclaim allegations and intends to vigorously defend
     itself in this suit.



                                       11
<PAGE>



                                  iVoice, Inc.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 6 -     CAPITAL LEASE OBLIGATIONS

     During the year ended December 31, 2000, the Company incurred two capital
     lease obligations totaling $92,895 in connection with the acquisition of
     computers and office furniture.

     The future minimum lease payments due under the capital leases at September
     30, 2002 are follows:

      Lease payable for computer equipment, payable
      at $1,367 per month, including interest at 22.31%.
      Final payment is due June 2003.                            $    11,233

      Lease payable for furniture, payable at $2,151 per
      month, including interest at 20.79%. Final payment
      due April 2003.                                                 12,157
      Present value of net minimum lease payments                $    23,390

      The future minimum lease payments                          $    25,206
      Less amount representing interest                                1,816
      Present value of net minimum lease payments                     23,390
      Less current portion                                            23,390
      Long term capital lease obligations                        $         -


NOTE 7 -     COMMON STOCK

     In August 2001, the Company amended its Certificate of Incorporation to
     change the par value of its Class A common stock from $.01 to $.001 and to
     increase the number of shares the Company is authorized to issue of its
     Class A common stock from 150,000,000 to 600,000,000 and its Class B common
     stock from 700,000 to 3,000,000. The amendment also granted the board of
     directors the rights to prescribe and authorize the issuance of 1,000,000
     preferred shares, $1.00 par value.

     a) Class A Common Stock
        --------------------
        Class A common stock consists of the following as of September 30, 2002:
        600,000,000 shares of authorized common stock with a par value of $.001.
        Class A stock has voting rights of 1:1 and as of September 30, 2002,
        230,822,928 shares were issued and 230,222,928 shares were outstanding.

        Each holder of Class A Common stock is entitled to receive ratably
        dividends, if any, as may be declared by the Board of Directors out of
        funds legally available for the payment of dividends. The Company has
        never paid any dividends on its Common Stock.


                                       12
<PAGE>





                                  iVoice, Inc.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 7 -     COMMON STOCK - Continued

     For the nine months ended September 30, 2002, the Company had the
     following transactions:

          1.   The Company issued 10,000 shares of its Class A Common Stock for
               partial payment of leasehold improvements valued at $540.

          2.   The Company issued 2,250,000 shares of Class A Common Stock for
               legal services valued at $45,000.

          3.   The Company issued 505,921 shares of Class A Common Stock for the
               conversion of $15,000 in debenture principal and 84,766 shares
               for $2,594 in accrued interest on its 8% Convertible Debentures.

          4.   The Company issued 7,229,230 shares of Class A Common Stock for
               the conversion of $64,000 in debenture principal and 4,279,750
               shares of Class A Common Stock for the conversion of $93,085 in
               accrued interest on its outstanding 12% Convertible Debentures.

          5.   The Company issued 6,200,000 shares of its Class A common stock
               for fees and services associated with the financing agreement
               with Cornell Capital, LP, valued at $117,800.

          6.   The Company issued 19,464,744 shares of its Class A common stock
               for the conversion of $71,483 in debenture principal on its 5%
               Convertible Debentures

          7.   The Company issued 36,675,000 shares for repayment of $93,453 in
               principal on a $250,000 note payable issued for an advance on the
               equity line financing with Cornell Capital Partners, LP

    b)  Class B Common Stock
        --------------------
        Class B Common Stock consists of 3,000,000 shares of authorized common
        stock with no par value. Class B stock has voting rights of 100 to 1
        with respect to Class A Common Stock. As of September 30, 2002, 700,000
        shares were issued; and 354,000 shares were outstanding. Class B common
        stockholders are not entitled to receive dividends.

    c)  Preferred Stock
        ---------------
        Preferred Stock consists of 1,000,000 shares of authorized preferred
        stock with $1.00 par value. As of September 30, 2002, no shares were
        issued or outstanding.


                                       13
<PAGE>




                                  iVoice, Inc.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 8 -                       OPTIONS & WARRANTS

     For the nine-month period ending September 30, 2002, the following options
were issued:

        a) The Company issued, to an employee, an option to purchase 5,000,000
           shares of iVoice Class A Common Stock at a price of $.009 per share.
           The options vest at 25% per year and have a five-year expiration from
           date of issue

     The Company has adopted only the disclosure provisions of SFAS No. 123. It
     applies Accounting Principles Bulletin ("APB") Opinion No. 25, "Accounting
     for Stock Issued to Employees", and its related interpretations in
     accounting for its plan. It does not recognize compensation expense for its
     stock-based compensation plan other than for restricted stock and
     options/warrants issued to outside third parties.




                                       14
<PAGE>




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

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

Recent Developments
-------------------
In October, the Company formed two wholly-owned subsidiaries in Delaware in
order to facilitate future potential acquisition transactions. No definitive
purchase or merger agreements have been entered into as of the date of this
filing, we are reviewing and negotiating with several potential candidates for
the possibility of a transaction.

In October, the company signed a Letter of Intent to purchase of substantially
all of the assets of a leading food equipment maintenance contractor located in
New Jersey. The transaction calls for an undisclosed amount of cash, stock, and
notes, and is subject to the satisfaction of a number of conditions, including
the completion of due diligence and the availability of adequate financing. The
target company has been providing specialty beverage dispensing and
refrigeration products in the New York metropolitan region since 1982.
Historically profitable, the company reported revenue in excess of $2 million in
2001. Key management of the target company has tentatively agreed to enter into
employment contracts with iVoice.

September 30, 2002 compared to September 30, 2001
-------------------------------------------------

Revenues are derived primarily from the sale of voice and computer technology
communication systems for small-to-medium sized businesses and corporate
departments. Total revenues for the three and nine months ended September 30,
2002 were $140,614 and $458,353, respectively, as compared to $87,043 and
$303,948 for the three and nine months ended September 30, 2001, an increase of
$53,571 or 61.5% and $154,405 or 50.8%, respectively. The increase in sales for
the three and nine month period are largely attributable to weak economic
conditions resulting in weak demand for the Company's products in the prior year
period. Management feels that the demand for the Company's Speech Enabled Auto
Attendant and Speech Enabled Interactive Voice Response (IVR) applications is
stabilizing and perhaps firming, as overall economic conditions in the business
environment appear to be improving.



                                       15
<PAGE>


iVoice continues to market and promote its products to telephony reseller
networks in order to leverage those resellers' existing customer bases. The
Company has met interoperability standards with the leading PC-based Private
Branch Exchange (or PBX) manufacturers for its Speech-enabled Auto Attendant
product. To date, rigorous testing and compatibility studies have developed into
co-marketing arrangements with 3Com, for its NBX(R) platform, Artisoft for its
TeleVantage(R) Communication server, and AltiGen's AltiServ(R) phone systems.
Management believes it can leverage already existing equipment manufacturers
reseller channels by integrating its speech recognition software directly into
their established revenue producing product lines. Each manufacturer has an
estimated 150-600 authorized dealers and resellers throughout North America. The
recent introduction of an entirely TAPI (Telephone Application Program
Interface) based Speech-enabled Auto Attendant and Name Dialer, allows
integration into different PBX systems without the need for additional hardware
devices. These integration changes should provide for greater appeal to
telephony re-sellers allowing for more economical customer installations with no
change in software pricing iVoice charges for its software.

Unless special arrangements are made, iVoice generally receives 50% of the
contract as a down payment on any product purchased with the balance due upon
completion of the installation. iVoice recognizes its revenue using the
percentage of completion method for turnkey systems that require custom
configuration by the customer. iVoice recognizes its revenue using the
percentage of completion method. iVoice determines the expected costs on a
particular installation by estimating the hardware costs and anticipated labor
hours to configure and install a system. Revenues are then recognized in
proportion to the amount of costs incurred as of the reporting date over the
total estimated costs anticipated. For orders comprised only of software or
hardware items, the Company recognizes revenue upon shipment of those items to
the customer. iVoice accepts company checks or Visa/Mastercard.

Gross margin for the three and nine months ended September 30, 2002 was $102,277
and $318,579 or 72.7% and 69.5%, respectively, as compared to $55,882 and
$173,669 or 64.2% and 57.1% for the three and nine months ended September 30,
2001. The gross margin is dependent, in part, on product mix, which fluctuates
from time to time; complexity of a communication system installation which
determines necessary hardware requirements and may not have a proportionate
relationship with the system selling price; and the ability of Company
technology personnel to efficiently configure and install the Company's
communications products. The increase in gross profit is a result of increased
revenues as well as an increase in the sale of software only which result in
significantly higher profit margins than turnkey systems, which require costly
hardware.

Total operating expenses decreased, from $511,588 for the three months ended
September 30, 2001 to $348,113 for the three months ended September 30, 2002 a
decrease of $163,475 or 32.0%. Specific line items that reflect the reduction in
total operating expenses for the three months ending September 30, 2002, include
reduced consulting expenses of $96,333; reduced payroll and benefit costs of
$41,672 and lower rent of $16,970. The Company has over the past year and a half
effectively reduced its working capital requirements to preserve its cash
resources. As a result, total operating expenses for the nine months ending
September 30, 2002 have been reduced to $1,621,298 from $2,256,278 for the nine
months ending September 30, 2001, a reduction of $634,980 or 28.1%.

As of September 30, 2002, the Company had 10 full-time employees, and 2
part-time employees for a total of 12 individuals. The company is actively
pursuing additions to its sales and technical staff which will increase
operating expenditures for payroll and related benefit costs in future quarters.

The loss from operations for the three and nine months ended September 30, 2002
was $245,836 and $1,302,719 compared to $455,706 and $2,082,609 for the three
and nine months ended September 30, 2001, a decrease of $209,870 and $779,890 in
the three and nine month comparative periods.


                                       16
<PAGE>


Interest expense of $47,461 and $377,476 was incurred for the three and
nine-month period ending September 30, 2002 as compared to $36,782 and $107,591
for the three and nine-month period ending September 30, 2001, respectively an
increase of $10,679 and $269,885 for the three and nine-month comparative
periods. The current year figures reflect $171,300 in financing costs comprised
of commissions and legal fees and $63,750 in debt issue costs related to the
financing agreement with Cornell Capital, LP. Debt issue costs represent the
estimated cost of the beneficial conversion discount feature applicable to the
$255,000 in 5% Convertible Debentures issued during the quarter and are charged
to expense in accordance with Emerging Issues Task Force (EITF) Issue 98-5.
These items were not incurred in the prior nine-month period ending September
30, 2001.

Other expenses for the nine-month period ending September 30, 2001 include
non-recurring charges of $352,706 recorded in the second quarter of 2001. This
amount represents a $141,626 write-off of capitalized financing costs incurred
in connection with the agreement with Swartz Private Equity and $154,830 in
charges related to the termination of the Swartz agreement, along with $56,250
in settlement charges incurred with respect to a former debenture holder's claim
for damages incurred in default of the Company's 12% convertible debentures.
These items were not incurred in the current nine-month period ending September
30, 2002.

Net loss for the three and nine month period ending September 30, 2002 was
$302,540 and $1,660,638 as compared to $492,488 and $2,542,906 for the three and
nine months of 2001. The respective changes in net loss for the comparative
periods were a result of the factors discussed above.

Liquidity and Capital Resources
-------------------------------
We have incurred substantial losses, we have accumulated a deficit, and we
require additional financing. As of September 30, 2002 we had negative working
capital of $2,413,144 and a cash balance of $316,982. These matters raise
substantial doubt about our ability to continue as a going concern. We
anticipate that we will require additional financing on an ongoing basis for the
foreseeable future.

We are currently funding our operations principally from the proceeds of
Convertible Debentures we issued in June, 2002 and from the collection of
amounts due from the sale of our products. Although we currently operate on a
negative cash flow basis, Management is confident that future product sales will
generate necessary cash flow, reducing the Company's need for additional
financing. It should be noted however, that no assurance can be given that these
future sales will materialize. Management will continue to minimize its
operating budget in an attempt to weather current economic conditions in the
telecommunications industry.

In June 2002, iVoice raised $255,000 from the sale of convertible debentures.
These debentures are convertible into shares of Class A common stock at a price
equal to either (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price of the common stock as of the closing date or (b) an amount
equal to eighty percent (80%) of the average closing bid price of the common
stock for the four trading days immediately preceding the conversion date. These
convertible debentures accrue interest at a rate of 5% per year and are
convertible at the holder's option. These convertible debentures have a term of
two years. At our option, these debentures may be paid in cash or redeemed at a
20% premium prior to June 2004.



                                       17
<PAGE>


Also in June 2002, iVoice entered into an Equity Line of Credit Agreement. Under
this agreement, we may issue and sell to Cornell Capital Partners common stock
for a total purchase price of up to $5.0 million. Subject to certain conditions,
iVoice will be entitled to commence drawing down on the Equity Line of Credit
when the common stock under the Equity Line of Credit is registered with the
Securities and Exchange Commission and will continue for two years thereafter.
The purchase price for the shares will be equal to 91% of the market price,
which is defined as the lowest closing bid price of the common stock during the
five trading days following the notice date. To date, we have received $250,000
as an advance drawdown on the Equity Line of Credit. Other than the Equity Line
of Credit, no other financing agreement is currently available to us. In light
of this, it should be noted that there is no assurance that the Equity Line of
Credit 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 iVoice to implement its business plan.

Forward Looking Statements - Cautionary Factors

The following discussion and analysis should be read in conjunction with
the Company's financial statements and the notes hereto appearing elsewhere in
this report. This report contains forward-looking statements within the meaning
of the Private Securities Litigation Act of 1995. The Company cautions that
forward-looking statements are not guarantees of future performance and involve
certain risks and uncertainties (including those identified in "Risk Factors" in
the Company's Form 10-KSB for the year ended December 31, 2001) and that actual
results may differ materially from those in the forward-looking statements as a
result of various factors. Except for the historical information and statements
contained in this Report, the matters and items set forth in this Report are
forward looking statements.


Item 3.  Controls and Procedures.

Evaluation of disclosure controls and procedures.

     Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act)
as of a date (the Evaluation Date) within 90 days prior to the filing date of
this report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the Evaluation Date, our disclosure
controls and procedures were effective in timely alerting them to the material
information relating to us (or our consolidated subsidiaries) required to be
included in our periodic SEC filings.

Changes in internal controls.

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


PART II - OTHER INFORMATION

ITEM 1.              LEGAL PROCEEDINGS

The Company has filed suit against PanAm Wireless, Inc. the parent company of
Celpage, Inc. for breach of contract amounting to $245,375, related to the
installation of a 196-port Integrated Voice Response System at the customer's
Guaynabo, Puerto Rico location. PanAm has refused to accept the remaining ports
citing a shortfall in their projected subscriber base. Subsequent to the filing
and in response to our claim, PanAm Wireless has entered a counterclaim in the
amount of $5,418,438 for lost profits and additional costs incurred by PanAm
Wireless alleging iVoice failed to supply the required equipment and that the
system did not provide the specified services specified in their purchase order.
iVoice refutes the claims made by PanAm wireless and will vigorously defend
itself against this counterclaim.

ITEM 3.              DEFAULTS UPON SENIOR SECURITIES

We have been advised by several holders of our 12% convertible debentures that
we have breached the following terms of the debentures: (a) Failure to register,
on a timely basis, under the Securities Act of 1933, the shares issuable upon
the conversion of the debentures, (b) Registering additional shares other than
the shares issuable upon the conversion of the debentures, and (c) Failure to
provide the debenture holders a perfected security interest in certain assets of
the Company pursuant to a Security Agreement that was part of the debenuture
documentation.

The Company continues its discussions with the remaining debenture holders
attempting to resolve the default issues in a mutually favorable manner.
However, it is uncertain whether the Company will be able to reach an agreement
under terms favorable to iVoice.



                                       18
<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a) Exhibits

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

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


        b) Reports on Form 8-K

           None


                                       19
<PAGE>




                                   SIGNATURES

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






                                     iVoice, Inc.

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


                                     By /s/ Kevin R Whalen
                                     ---------------------
                                     Kevin R Whalen
                                     Chief Financial Officer





                                       20
<PAGE>





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
              PURSUANT TO REGULATION ss.240.15D-14 AS PROMULAGATED
                    BY THE SECURITIES AND EXCHANGE COMMISSION

In connection with the Quarterly Report of iVoice, Inc. (the "Company") on Form
10-Q for the period ended September 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Jerome Mahoney,
President, Secretary and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 pursuant to Regulation ss.240.15d-14 as promulgated
by the Securities and Exchange Commission, that:

(1) I have reviewed the Report being filed;

(2) Based on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Report;

(3) Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in the Report;

(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (as such term
is defined in paragraph (c) of this section) for the issuer and have:

     (i) Designed such disclosure controls and procedures to ensure that
     material information relating to the issuer, including its consolidated
     subsidiaries, is made known to them by others within those entities,
     particularly during the period in which the periodic Reports are being
     prepared;

     (ii) Evaluated the effectiveness of the issuer's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of the
     Report ("Evaluation Date"); and

     (iii) Presented in the Report their conclusions about the effectiveness of
     the disclosure controls and procedures based on their evaluation as of the
     Evaluation Date;

(5) I and the other certifying officers have disclosed, based on their most
recent evaluation, to the issuer's auditors and the audit committee of the board
of directors (or persons fulfilling the equivalent function):

     (i) All significant deficiencies in the design or operation of internal
     controls which could adversely affect the issuer's ability to record,
     process, summarize and Report financial data and have identified for the
     issuer's auditors any material weaknesses in internal controls; and

     (ii) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the issuer's internal controls;
     and



                                       21
<PAGE>


(6) The registrant's other certifying officers and I have indicated in the
Report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                       By /s/ Jerome Mahoney
                                       Jerome Mahoney
                                       President, Secretary and
                                       Chief Executive Officer



                                       22


<PAGE>





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
              PURSUANT TO REGULATION ss.240.15D-14 AS PROMULAGATED
                    BY THE SECURITIES AND EXCHANGE COMMISSION

In connection with the Quarterly Report of iVoice, Inc. (the "Company") on Form
10-Q for the period ended September 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Kevin Whalen, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 pursuant to
Regulation ss.240.15d-14 as promulgated by the Securities and Exchange
Commission, that:

(1) I have reviewed the Report being filed;

(2) Based on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Report;

(3) Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in the Report;

(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (as such term
is defined in paragraph (c) of this section) for the issuer and have:

     (i) Designed such disclosure controls and procedures to ensure that
     material information relating to the issuer, including its consolidated
     subsidiaries, is made known to them by others within those entities,
     particularly during the period in which the periodic Reports are being
     prepared;

     (ii) Evaluated the effectiveness of the issuer's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of the
     Report ("Evaluation Date"); and

     (iii) Presented in the Report their conclusions about the effectiveness of
     the disclosure controls and procedures based on their evaluation as of the
     Evaluation Date;

(5) I and the other certifying officers have disclosed, based on their most
recent evaluation, to the issuer's auditors and the audit committee of the board
of directors (or persons fulfilling the equivalent function):

     (i) All significant deficiencies in the design or operation of internal
     controls which could adversely affect the issuer's ability to record,
     process, summarize and Report financial data and have identified for the
     issuer's auditors any material weaknesses in internal controls; and

     (ii) Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the issuer's internal controls;
     and


                                       23
<PAGE>


(6) The registrant's other certifying officers and I have indicated in the
Report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


                                    By /s/ Kevin Whalen
                                    Kevin Whalen
                                    Chief Financial Officer





                                       24