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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       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 May 11, 2006:                 51,659,475
================================================================================
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006



                                TABLE OF CONTENTS


Page No.

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Condensed Consolidated Financial Statements (Unaudited)

                 Condensed Consolidated Balance Sheet - March 31, 2006        2

                 Condensed Consolidated Statements of Operations - For
                  the three months ended March 31, 2006 and 2005
                  (Reclassified)                                              3

                 Condensed Consolidated Statements of Accumulated
                  Other Comprehensive Income - for the three months
                  ended March 31, 2006                                        4

                 Condensed Consolidated Statement of Cash Flows -
                  For the three months ended March 31, 2006 and
                  2005 (Reclassified)                                       5-6

                 Notes to Condensed Consolidated Financial Statements      7-17

         Item 2. Management's Discussion and Analysis or Plan of
                 Operations                                               18-24

         Item 3. Controls and Procedures                                     25

PART II. OTHER INFORMATION

         Item 4. Submission of Matters to a Vote of Security Holders         26

         Item 6. Exhibits                                                    27

<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2006

<TABLE><CAPTION>
                                     ASSETS
<S>                                                                         <C>
CURRENT ASSETS
Cash and cash equivalents                                                   $ 10,447,463
Securities available for sale                                                    622,935
Accounts receivables                                                                 993
Inventory                                                                         76,602
Prepaid expenses and other current assets                                        349,547
                                                                            ------------
        Total current assets                                                  11,497,540
                                                                            ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $198,627              141,282
                                                                            ------------

OTHER ASSETS
Deferred financing costs                                                          42,291
Intangible assets                                                                313,590
Deposits and other assets                                                          8,566
                                                                            ------------
        Total other assets                                                       364,447
                                                                            ------------

TOTAL ASSETS                                                                $ 12,003,269
                                                                            ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                       $  1,173,855
Notes payable                                                                    333,760
Due to related parties                                                            54,687
                                                                            ------------
          Total current liabilities                                            1,562,302
                                                                            ------------

LONG TERM DEBT
Notes payable, net of current portion                                          5,020,000
                                                                            ------------

           Total liabilities                                                   6,582,302
                                                                            ------------

COMMITMENTS AND CONTINGENCIES                                                       --

STOCKHOLDERS' EQUITY
Preferred stock, $1 par value; authorized 1,000,000 shares;
   no shares issued and outstanding                                                 --
Common stock, Class A - no par value; authorized 10,000,000,000 shares;
  9,994,728,373 shares issued; 9,994,128,373 shares outstanding               24,457,546
Common stock, Class B - no par value; authorized 50,000,000 shares;
  2,204,875 shares issued; 1,670,514 shares outstanding                           16,705
Accumulated other comprehensive income                                            13,097
Accumulated deficit                                                          (19,037,581)
Treasury stock, 600,000 Class A shares, at cost                                  (28,800)
                                                                            ------------
          Total stockholders' equity                                           5,420,967
                                                                            ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 12,003,269
                                                                            ============
</TABLE>
         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        2
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE><CAPTION>
                                                              For the three months ended
                                                                      March 31,
                                                        ------------------------------------
                                                              2006                 2005
                                                        ---------------      ---------------
                                                                              (Reclassified)
<S>                                                     <C>                  <C>
SALES, net                                              $           993      $          --

COST OF SALES                                                     1,096                 --
                                                        ---------------      ---------------

GROSS LOSS ON SALES                                                (103)                --
                                                        ---------------      ---------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling and marketing expenses                              35,861                  190
     General and administrative expenses                        558,876               82,663
     Amortization of financing costs                             63,438                 --
     Depreciation and amortization                                6,805                2,827
                                                        ---------------      ---------------
Total selling, general and administrative expenses              664,980               85,680
                                                        ---------------      ---------------

LOSS FROM CONTINUING OPERATIONS                                (665,083)             (85,680)
                                                        ---------------      ---------------

OTHER INCOME\(EXPENSE)
     Other income                                               143,131               44,675
     Interest expense                                          (160,845)              (7,237)
                                                        ---------------      ---------------
Total other income\(expense)                                    (17,714)              37,438
                                                        ---------------      ---------------

LOSS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                                       (682,797)             (48,242)

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

NET LOSS FROM
      CONTINUING OPERATIONS                                    (682,797)             (48,242)

LOSS FROM DISCONTINUED OPERATIONS
     Loss from Discontinued Operations                             --               (318,310)
                                                        ---------------      ---------------

NET LOSS APPLICABLE TO COMMON SHARES                    $      (682,797)     $      (366,552)
                                                        ===============      ===============

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

NET LOSS PER COMMON SHARE - DISCONTINUED OPERATIONS
     Basic and diluted                                  $         (0.00)     $         (0.00)
                                                        ===============      ===============

WEIGHTED AVERAGE SHARES OUTSTANDING                       9,994,728,373        9,653,268,248
                                                        ===============      ===============
</TABLE>
         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        3
<PAGE>

                           IVOICE, INC. AND SUBSIDIARY
              CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED OTHER
                        COMPREHENSIVE INCOME (UNAUDITED)
                   FOR THE THREE MONTHS ENDED MARCH 31, 2006



Balance at January 1, 2006                                         $  13,097

Net transactions for the three months ended March 31, 2006              --
                                                                   ---------
Balance at March 31, 2006                                          $  13,097
                                                                   =========


























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

                                        4
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE><CAPTION>
                                                                                                   For the three months ended
                                                                                                            March 31,
                                                                                                 ------------------------------
                                                                                                     2006              2005
                                                                                                 ------------      ------------
                                                                                                                  (Reclassified)
<S>                                                                                              <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
   Net (loss) from continuing operations                                                         $   (682,797)     $    (48,242)
   Adjustments to reconcile net loss to net cash (used in) operating activities:
   Depreciation and amortization of intangibles                                                         6,805             2,827
   Amortization of prepaid finance costs                                                               63,438              --
   Changes in certain assets and liabilities:
       Accounts receivable                                                                               (993)              411
       Inventory                                                                                      (76,602)             --
       Prepaid expenses and other assets                                                              (43,314)            6,368
       Accounts payable and accrued liabilities                                                       177,633           (31,279)
       Deferred revenue                                                                                  --              (9,320)
       Related party accounts                                                                           7,343             9,621
                                                                                                 ------------      ------------
   Total cash (used in) operating activities from continuing operations                              (548,487)          (69,614)
                                                                                                 ------------      ------------

   Net loss from discontinued operations                                                                 --            (318,310)
   Adjustments to reconcile net loss to net cash used in discontinued operations                         --            (121,690)
                                                                                                 ------------      ------------
   Total cash (used in) operating activities from discontinued operations                                --            (440,000)
                                                                                                 ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                                  (5,018)             --
   Purchase of intangibles                                                                             (1,000)           (5,540)
   Cash acquired in merger with Thomas Pharmaceuticals, Ltd                                                36              --
                                                                                                 ------------      ------------
   Total cash (used in) investing activities from continuing operations                                (5,982)           (5,540)
                                                                                                 ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Adjustment to reconcile total cash provided by financing activities from
       discontinued operations                                                                           --             440,000
                                                                                                 ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                            (554,469)          (75,154)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                    11,001,932         6,673,346
                                                                                                 ------------      ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                        $ 10,447,463      $  6,688,192
                                                                                                 ============      ============

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

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

                                        5
<PAGE>

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

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the three months ended March 31, 2005:
------------------------------------------

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


Net effect of merger of Thomas Pharmaceuticals, Ltd:

       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                                                 $      --
                                                             ===========




















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

                                        6
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 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, 2005 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.

     In September 2003, the Company announced its intention to distribute to its
     stockholders shares of Class A common stock of Trey Resources, Inc., one of
     the Company's subsidiaries, and its Automated Reminder business, upon the
     effectiveness of required Securities and Exchange Commission filings and
     final approval by the iVoice Board of Directors of the terms and conditions
     of the proposed distribution, as described in the registration statement on
     Form SB-2 of Trey Resources, initially filed with the Securities and
     Exchange Commission on October 3, 2003. Effective with the spin-off of Trey
     Resources on February 11, 2004, Trey Resources now owns and operates the
     Automatic Reminder software business as an independent publicly traded
     entity following this distribution.

                                        7
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

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

     On May 24, 2004, the Company dissolved its wholly owned subsidiary iVoice
     Acquisition 2, Inc. in the state of Delaware. This was an inactive
     subsidiary.

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

     Holders of iVoice Class A Common Stock, other than affiliates of iVoice,
     received one share of Class A Common Stock of each of iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. for every 988
     shares of iVoice common stock that they held. Holders of less than 988
     shares of iVoice common stock received one share of iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. Class A common
     stock. All of the outstanding shares of Class B Common Stock (including
     convertible debt into such shares) of iVoice Technology, Inc., Deep Field
     Technologies, Inc. and SpeechSwitch, Inc. will be beneficially owned by
     affiliates of iVoice, Inc. or iVoice Technology, Inc., Deep Field
     Technologies, Inc. and SpeechSwitch, Inc. In May 2005, iVoice formed a new
     wholly owned subsidiary, iVoice Acquisition Corporation in the State of New
     Jersey. This subsidiary will be used in the future for potential
     acquisitions made by the parent.

     As part of the Spin-off, the Company transferred certain of its assets and
     related liabilities to iVoice Technology, Deep Field and SpeechSwitch
     immediately prior to the distribution. The consolidated financial
     statements for the year ended December 31, 2005 include reclassifications
     of the operations of the subsidiaries to reflect the disposal of the three
     businesses. In addition, the consolidated financial statements for the year
     ended December 31, 2004 reflect the reclassification of the operations to
     below the line as discontinued operations in accordance with the provisions
     of Statements of Financial

                                        8
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

     Accounting Standards (FAS) 144, "Accounting for the Impairment or Disposal
     of Long Lived Assets".

     On January 6, 2006, iVoice, Inc. (the "Company") 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"), 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. The Company can elect to
     spin-off Thomas NJ from iVoice anytime after the first anniversary of the
     merger of Thomas NY into Thomas NJ.

     The book value of $(88,533) 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)
                                                                  ---------
          Total                                                   $ (88,533)
                                                                  =========

     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 three months
     ending March 31, 2005.

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

     Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
     the Company and its subsidiaries iVoice Technology, Inc., Deep Field
     Technologies, Inc., SpeechSwitch, Inc. and Thomas Pharmaceuticals Ltd
     (formerly iVoice Acquisition Corp). On August 5, 2005, iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. were distributed
     to iVoice shareholders through Spin-off transactions. The Statements of
     Operations and Cash Flows for the three months ended March 31, 2005 have
     also been reclassified to reflect iVoice Technology, Deep Field
     Technologies and SpeechSwitch as discontinued operations. All significant
     inter-company transactions and balances have been eliminated in
     consolidation.

                                        9
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

     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.

     Revenue Recognition
     -------------------
     The Company obtains its income primarily from the sales of over-the-counter
     non-prescription healthcare products to wholesalers and distributors.
     Revenues are recorded upon delivery to the outlets and the company
     generally offers a 1 year return policy for unsold product.

     Advertising Costs
     -----------------
     Advertising costs are expensed as incurred and are included in general and
     administrative expenses. For the three months ended March 31, 2006 and
     2005, the Company incurred $135,692 and $0, respectively, in advertising
     costs.

     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).

     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 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:

                                                      As of March 31,
                                             -------------------------------
                                                  2006              2005
                                             -------------     -------------
          Basic and Diluted EPS Purposes     9,994,728,373     9,653,268,248
                                             =============     =============

     The company had common stock equivalents of 593,750 and 6,488,260 at March
     31, 2006 and 2005, respectively.

                                       10
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

     Reclassification of financial statements
     ----------------------------------------
     The Company has reclassified certain accounts in the statements of
     operations and statements of cash flows for the three months ended March
     31, 2005 to reflect the Spin-off of the three wholly owned subsidiaries,
     iVoice Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch,
     Inc. The statements reflect the reclassification of these operations to
     below the line as discontinued operations in accordance with the provisions
     of FAS No. 144, "Accounting for the Impairment or Disposal of Long Lived
     Assets". There has been no effect on net income (loss) for the three months
     ended March 31, 2006.


NOTE 2 - NOTES PAYABLE

     On May 25, 2004, the Company issued an unsecured promissory note totaling
     $2,650,000 payable to Cornell Capital Partners, LP for advances on the
     equity-line financing agreement entered into with Cornell in December,
     2003. The note matures 143 days from the date of issue with interest
     accruing at 12% per annum on any balance left unpaid after the maturity
     date. On July 14, 2004, the Company repaid Cornell Capital, L.P.
     $1,700,000, in cash, and received a $93,500 fee reduction, to reduce the
     outstanding amount owed on the promissory note to $856,000. On May 24,
     2005, the Company assigned to Cornell Capital Partners LP all its rights
     and benefits of a convertible note issued by Corporate Strategies, Inc.
     valued at $522,740 including principal and accrued interest and this amount
     was applied to the Company's promissory note owed to Cornell Capital
     Partners. On March 31, 2006 the remaining principal balance of the note was
     $333,760 and $164,621 of accrued interest.

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

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

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

                                       11
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

     On June 15, 2005, the Company issued a secured promissory note totaling
     $5,000,000 payable to Cornell Capital Partners, LP. This note is secured by
     all of the Company's assets and the Company's rights under all present and
     future authorization, permits, licenses and franchises issued or granted in
     connection with their operations. The note is for a term of 2 years from
     the date of issue with interest accruing at 12% per annum on any unpaid
     balance through the note's maturity date. As of March 31, 2006, the unpaid
     balance on the secured promissory note is $5,000,000 plus accrued interest
     of $477,123. The principle balance is classified as long-term due to the
     fact it is regarded as a balloon payment. The accrued interest associated
     with the note is classified as a current liability.

     As part of the merger with Thomas Pharmaceuticals Ltd, the Company assumed
     a $20,000 promissory notes 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.

NOTE 3 - DUE TO RELATED PARTIES

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

     During the period from June 2000 to April 2002, Jerome R. Mahoney,
     President and Chief Executive Officer of the Company has sold personal
     holdings of the Company's Class A common shares and has loaned the proceeds
     of these sales to the Company to fund its working capital requirements. The
     Company has executed a promissory note 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.

     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.

                                       12
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

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

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

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

     As of March 31, 2006, the remaining outstanding balance owed to Mr. Mahoney
     amounted to $54,687.


NOTE 4 - SECURITIES AVAILABLE FOR SALE

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

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

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

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

     As of March 31, 2006, the aggregate value of the Securities Available for
     Sale was $622,935. The gross unrealized gain on marketable securities at
     March 31, 2006 was $13,097.

                                       13
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 5 - GOODWILL AND INTANGIBLES

     In May 2003 and December 2003, the Company was issued two patents by the
     U.S Patent and Trademark Office for its Speech-Enabled Automatic Telephone
     Dialer. In October 26, 2004 iVoice announced it has received United States
     Patent 6,813,341 for a patent for Speech Enabled Voice Activated/Voice
     Responsive Item Locator. 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. Costs related specifically
     to the awarded patents are now being amortized on a straight-line basis
     over the life of the patents.

     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
     ($88,533), which was recorded as intangible assets.

     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 March 31,
     2006. In doing so, management has determined that no write-down for
     impairment is required.

     At March 31, 2006, intangible assets totaled $313,590 net of accumulated
     amortization of $4,166.



NOTE 6 - 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.

     >>   In conjunction with the Spin-offs, iVoice Technology, Deep Field
          Technology and SpeechSwitch have entered into temporary administrative
          services agreements 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.

                                       14
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 7 - COMMON STOCK

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

     a)   Preferred Stock
          ---------------
          Preferred Stock consists of 1,000,000 shares of authorized preferred
          stock with $1.00 par value. As of March 31, 2006, no shares were
          issued or outstanding.


     b)   Class A Common Stock
          --------------------
          Class A Common Stock consists of the following as of March 31, 2006:
          10,000,000,000 shares of authorized common stock with no par value,
          9,994,728,373 shares were issued and 9,994,128,373 shares were
          outstanding.

          Each holder of Class A common stock is entitled to one vote for each
          share held of record. Holders of our Class A common stock have no
          preemptive, subscription, conversion, or redemption rights. Upon
          liquidation, dissolution or winding-up, the holders of Class A 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.


     c)   Class B Common Stock
          --------------------
          Class B Common Stock consists of 50,000,000 shares of authorized
          common stock with no par value. Each share of Class B common stock is
          convertible into Class A common stock calculated by dividing the
          number of Class B shares being converted by fifty percent (50%) of the
          lowest price that the Company had previously issued its Class A common
          stock since the Class B shares were issued. Each holder of Class B
          common stock has voting rights equal to the number of Class A shares
          that would be issued upon the conversion of the Class B shares, had
          all of the outstanding Class B shares been converted on the record
          date used for purposes of determining which shareholders would vote.
          Holders of Class B common stock are entitled to receive dividends in
          the same proportion as the Class B common stock conversion and voting
          rights have to Class A common stock. Jerome R. Mahoney is the sole
          owner of the Class B common stock. As of March 31, 2006, there are
          2,204,875 shares issued and 1,670,514 shares outstanding.

          Pursuant to the conversion terms of the Class B Common stock, on March
          31, 2006, the 1,670,514 outstanding shares of Class B common stock are
          convertible into 27,385,475,410 shares of Class A common stock.

                                       15
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 8 - ACQUISTIONS & MERGERS

     On January 6, 2004, 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 Pharmacueticals, 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 $(88,533), which was
     recorded as intangible assets.

     The book value of $(88,533) 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)
                                                                  ----------
          Total                                                   $  (88,533)
                                                                  ==========

NOTE 9 - GOING CONCERN

     The Company has incurred substantial accumulated deficits and has completed
     the process of spinning out the three operating subsidiaries. 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 sheets is dependent upon
     continued operations of the Company, which in turn, is dependent upon the
     Company's ability to raise capital and/or generate positive cash flow from
     operations.

     During the year ended December 31, 2005, the Company had been able to raise
     sufficient working capital through its Equity Line of Credit financing
     agreement with Cornell Capital Partners, LP to meet its operating
     requirements at the current level for near future.

     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. The Company has nine (9) patent applications,
     which are pending. These applications include various versions of the
     "Wirelessly Loaded Speaking Medicine Container" which is also filed
     international, "iVoice Speech Enabled Name Dialer", the "Voice Activated
     Voice Operated Copier", the "Voice Activated Voice Operational Universal
     Remote Control", the "Product Location Method Utilizing Product Bar and
     Product-Situated, Aisle-Identifying Bar Code", "Product Location Method
     Utilizing Bar Code and Aisle-Situated, Aisle-Identifying Bar Code",
     "Product Location Method Utilizing Bar Code and Product-Situated, Aisle-
     Identifying Bar Code", "Wireless Methodology for Talking Consumer Products"
     which is also filed international, and "Product Identifier and Receive
     Spoken Instructions."

     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. In January 2006, the
     Company acquired Thomas Pharmaceuticals Ltd ("Thomas"), which develops and
     markets over the counter non-prescription healthcare products. Thomas'
     first product

                                       16
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

     focuses on the high-end, branded consumables market, with a
     calcium-enriched, sugar free, anti-gas antacid tablet.

     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 10 - SUBSEQUENT EVENTS

     On March 21, 2006, the Company 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 will be disbursed to GlynnTech, Inc. for
     patents that are co-owned by the President of GlynnTech, Inc., Kenneth
     Glynn. The transaction, which is subject to due diligence and the usual and
     customary conditions, is expected to close in May 2006.

     On March 30, 2006, the Company announced that it has entered into a Letter
     of Intent to acquire microMEDIA Imaging Systems, a document imaging and
     scanning service company whose capabilities include indexing and online
     document hosting. microMEDIA Imaging Systems is a Long Island based company
     and has been in operation since 1975 providing document conversion services
     to the Defense Industry, Publishing, Cosmetics and Banking. The
     transaction, which is subject to due diligence and the usual and customary
     conditions, is expected to close in June 2006.

     On April 10, 2006, pursuant to approval by a majority of voting shares at
     the Annual Meeting of Shareholders held on March 31, 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 issued and outstanding Class A Common Stock
     shares were 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.

     On May 1, 2006, the Company issued 1,685,833 shares of Class A common stock
     to Jerome Mahoney upon conversion of 20,230 shares of Class B common stock.

                                       17
<PAGE>

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

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

This discussion and analysis of financial condition and plan of operations
should be read in conjunction with our Condensed Consolidated Financial
Statements included herein.

RECLASSIFICATION OF FINANCIAL STATEMENTS

The Company has reclassified certain accounts in the statements of operations
and statements of cash flows for the three months ended March 31, 2005, to
reflect the Spin-off of the three wholly owned subsidiaries, iVoice Technology,
Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. The statements
reflect the reclassification of these operations to below the line as
discontinued operations in accordance with the provisions of FASB 144,
"Accounting for the Impairment or Disposal of Long Lived Assets". There has been
no effect on net income (loss) for the three months ended March 31, 2005.

PLAN OF OPERATION.

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

iVoice has determined that the best way to create shareholder value, separate
and apart from the operating performance of iVoice, is by spinning off and
distributing shares of its wholly owned subsidiaries in the form of a special
dividend to the Company's shareholders. The common stock distributions are part
of a broader strategy relating to the transition of iVoice into a company
focused on the development and licensing of proprietary technologies.


     DIVIDENDS / SPIN-OFFS:

     >>   Trey Resources:
          ---------------
          In February 2004, iVoice shareholders received one share of Trey
          Resources for every 1,793 shares held by iVoice. The successful Trey
          Resources spin-off demonstrated the feasibility of the mechanism and
          established further opportunities for both entities. 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 two companies, hired the management of a third company, and
          grown from no sales to revenues at a current operating rate of nearly
          $4 million per annum.

     >>   iVoice Technology, Inc.
          -----------------------
          On Sept. 7, 2004, iVoice announced the anticipated distribution to the
          Company's shareholders all common stock of a newly formed subsidiary,
          iVoice Technology, Inc. This move was designed to

                                       18
<PAGE>

          unlock the value in iVoice's interactive voice recognition (IVR)
          software technology by transferring this technology to an independent
          public company, iVoice Technology, and thereafter distributing the
          common stock of this subsidiary to the Company's shareholders. iVoice
          Technology will initially focus on building a business around the IVR
          technology. iVoice completed the spin-off of iVoice Technology and the
          distribution of iVoice Technology common stock to iVoice shareholders
          in the form of a special dividend in August 2005.

     >>   Deep Field Technologies, Inc.
          -----------------------------
          On Sept. 13, 2004, iVoice announced that it intends to distribute to
          the Company's shareholders all common stock of a newly formed
          subsidiary, Deep Field Technologies, Inc., as a way to unlock the
          value in its Unified Messaging software technology. Unified Messaging
          links telephone systems to computer networks and allows users wherever
          they may be to access voice mail and retrieve e-mail in a single
          operation through existing local area networks. iVoice completed the
          spin-off of Deep Field Technologies and the distribution of Deep Field
          Technologies common stock to iVoice shareholders in the form of a
          special dividend in August 2005.

     >>   Corporate Strategies, Inc.
          --------------------------
          On Sept. 15, 2004, iVoice announced a common stock distribution to
          shareholders of its entire holdings of 7.5 million Class A common
          stock shares of Corporate Strategies, Inc. to the Company's
          shareholders. iVoice has invested $750,000 in Corporate Strategies in
          the form of 7.5 million shares of Class A common stock and a $500,000
          5% secured convertible debenture, which was assigned to Cornell
          Capital Partners LP in May 2005. Corporate Strategies, located in
          Houston, Texas, provides merchant banking and diversified financial
          services involving accounts receivable factoring, mortgage lending,
          oil and gas investments and assorted other financial transactions.
          Corporate Strategies recorded sales in excess of $1.7 million in 2003
          and pre-tax income in excess of $130,000. The foregoing description of
          this transaction is qualified in its entirety by reference to the
          Current Report on Form 8-K dated June 25, 2004. The Board of Directors
          has determined that it will authorize the distribution of the Class A
          Common Stock of Corporate Strategies through a special distribution of
          seventy-five percent (75%) of the shares, or 5,625,000 shares that it
          presently holds and will retain the balance, 1,875,000 shares, for
          investment. This distribution is pending SEC review and effectiveness
          of the registration of the shares to be distributed under the
          Securities Exchange Act of 1933, as amended.

     >>   SpeechSwitch, Inc.
          ------------------
          On November 5, 2004, announced that it intends to distribute to the
          Company's shareholders all common stock shares of its newly formed
          subsidiary SpeechSwitch, Inc. The iVoice board of directors authorized
          management to pursue a strategy designed to unlock the value in the
          Company's speech recognition software by spinning it off into a new
          independent public company, SpeechSwitch, Inc. iVoice completed the
          spin-off of SpeechSwitch and the distribution of SpeechSwitch common
          stock to iVoice shareholders in the form of a special dividend in
          August 2005. The assets that will become part of SpeechSwitch include
          the Speech SDK, Speech Enabled Auto Attendant, Name Dialer, plus two
          issued patents and two patents pending.

     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.

                                       19
<PAGE>

     >>   Our first patent, for our Speech-Enabled Automatic Telephone Dialer,
          was issued in May 2003. This invention is a speech enabled automatic
          telephone dialer device system that uses a spoken name that
          corresponds to the name and telephone number data of computer-based
          address book programs. The Speech Enabled Name Dialer imports all of
          the names and telephone numbers from your existing Microsoft Outlook,
          ACT, Gold Mine or other contact management software and can
          automatically connect you with anyone you ask for. You simply pick up
          the phone, tell the Name Dialer the name of the person you want to
          contact, and the Name Dialer finds the telephone number and dials for
          you.

     >>   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" which is also filed international, "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" which is also filed international, and "Product Identifier
          and Receive Spoken Instructions."

     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) Watergun 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.

                                       20
<PAGE>

ACQUISITIONS & MERGERS:

The Company also continues to search for potential merger candidates with or
without compatible technology and products, which management feels may make
financing more appealing to potential investors. On January 6, 2006, iVoice,
Inc. (the "Company") 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"), 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. The Company can
elect to spin-off Thomas NJ from iVoice anytime after the first anniversary of
the merger of Thomas NY into Thomas NJ. The following additional documents
and/or transactions were completed as part of the Agreement:

     a. The Company purchased $325,000 of Thomas NJ Series B Convertible
     Preferred Stock ("Series B Preferred Stock"), a $360,000 10% Secured
     Convertible Debenture issued by Thomas NJ (the "Initial Convertible
     Debenture") and a $100,000 10% Administrative Service Convertible Debenture
     ("Administrative Debenture"). The Administrative Debenture was issued by
     Thomas NY to compensate the Company for the administrative services that it
     will provide to Thomas NY under the Administrative Services Agreement. The
     purchase of the Series B Preferred Stock and the Initial Convertible
     Debenture provided working capital to Thomas NJ.

     b. The Company also agreed to purchase an additional debenture in the
     principal amount of at least $225,000 on or before April 30, 2006 and
     additional $225,000 of Series B Preferred Stock on or before April 30,
     2006. Finally, the Company further agreed that if Thomas NJ generates sales
     of $1 million in the period beginning on January 1, 2006 and ending on
     September 30, 2006, then the Company will purchase from Thomas NJ an
     additional debenture in the principal amount of at least $200,000 on or
     before December 31, 2006 and an additional $200,000 of Series B Preferred
     Stock on or before December 31, 2006.

     c. A Security Agreement was execute by the Company and Thomas NJ to secure
     the obligations of Thomas NJ under the various debentures set forth above.

     d. The Company also entered into a Registration Rights Agreement whereby it
     agreed, upon the common stock of Thomas NJ being registered under the
     Securities Exchange Act of 1934, as amended, to registered 1 billion shares
     of Thomas NJ common stock that will be issued upon the conversion of the
     convertible debentures, the Administrative Debenture, the Series A
     Convertible Preferred Stock and the Series B Convertible Preferred Stock.

     e. Thomas NJ entered into an Employment Agreement with Farris M. Thomas,
     Jr. to serve as its President through December 31, 2008 at an annual salary
     of $72,000 with annual cost of living increases. Additionally, Mr. Thomas
     will receive incentive compensation equal to 2.5% of net sales

                                       21
<PAGE>

     in excess of $1 million in fiscal 2006 and 2007 and 4% of net sales over $6
     million in fiscal 2008.

     f. Thomas NJ entered into an Employment Agreement with John E. Lucas to
     serve as its Chief Executive Officer through December 31, 2008 at an annual
     salary of $72,000 with annual cost of living increases. Additionally, Mr.
     Lucas will receive incentive compensation equal to 2.5% of net sales in
     excess of $1 million in fiscal 2006 and 2007 and 4% of net sales over $6
     million in fiscal 2008.


THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005
-------------------------------------------------------------------------------

Upon creation of the three wholly owned subsidiaries, iVoice Technology, Inc.,
Deep Field Technologies, Inc. and SpeechSwitch, Inc. in 2004, iVoice allocated
all the sales and expenses of the business to these three subsidiaries. With the
successful Spin-off of these subsidiaries on August 4, 2005, the Company
reclassified the accounts of the subsidiaries on the financial statements to
reflect the reclassification of these operations to below the line as
discontinued operations in accordance with the provisions of FASB 144,
"Accounting for the Impairment or Disposal of Long Lived Assets". In addition,
in January 2006, the Company acquired Thomas Pharmaceuticals, which is a
start-up company with limited operations prior to the merger. Accordingly, the
results of operations for iVoice and its subsidiaries have minimal activity in
2005 and make the comparison to 2006 not meaningful.

Total sales for the three months ended March 31, 2006 and 2005 were $993 and $0,
respectively. The sales in 2006 represent initial product sales of the Company's
Acid-All product that was introduced in March and is being promoted by the
Company's subsidiary, Thomas Pharmaceuticals.

Gross profit for the three months ended March 31, 2006 was a loss of $103 as
start up costs exceeded sales for the period.

Total operating expenses for the three months ended March 31, 2006 and 2005,
were $664,980 and $85,680, respectively. Comparison of the current period to the
prior period is not meaningful. Operating expenses for the current period
include $258,756 of start-up costs related to the Thomas operations. Of these
expenses, $135,692 was for advertising campaigns initiated to introduce the
Acid-All products. Other start-up costs include selling and marketing expenses
of $35,861 and consulting for product and packaging of $30,538. The remaining
costs for the Thomas operations include salaries, benefits, rent and supplies
for the Thomas operations. The ongoing expenses of the parent were $300,120,
which primarily represents salaries and benefits for the President and direct
staff, professional fees for investor relations, accounting and reporting
services, and rent, utilities and office supplies for the headquarters office,
which is shared with the spun-off companies.

Total other income (expense) for the three months ended March 31, 2006 was an
expense of $17,714. This total was primarily comprised of $160,845 of accrued
interest expense on the Cornell notes and other debt, offset by $110,890 of
interest income on the cash accounts and $32,083 of administrative service fees
charged to the co-resident spun-off companies. Comparison of the current period
to the prior period is not meaningful.

Net loss from continuing operations for the three months ending March 31, 2006
and 2005, were $682,797 and $48,242, respectively, as the result of the factors
discussed above. Comparison of the current period to the prior period is not
meaningful.

                                       22
<PAGE>

Net loss from discontinued operations for the three months ended March 31, 2005
was $318,310. The net loss in 2005 represents the operations of the three
subsidiaries through August 4, 2005, which was the effective date of the
Spin-off. The subsidiaries had been experiencing reduced product sales when
compared to 2004 and higher operating costs related to going public costs and
the salaries and benefits related to the newly hired management teams.

The total net loss for the three months ended March 31, 2006 was $682,797 as
compared to the net loss of $366,552 for the three months ended March 31, 2005.
The increase in net loss of $316,245 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 years ended December 31, 2005 and 2004, and allowing for the
reclassification of Subsidiary accounts in both periods, the Company had
incurred net losses from continuing operations of $503,130 and $393,706,
respectively, and had cash flow deficiencies from continuing operations of
$218,978 and $36,771, respectively. These matters raise substantial doubt about
iVoice's ability to generate cash flows internally through its current operating
activities sufficient enough that its existence can be sustained without the
need for external financing. iVoice's primary need for cash is to fund its
ongoing operations until such time that the Company can identify sales
opportunities for new products or identify strategic acquisitions that generate
enough revenue to fund operations. There can be no assurance as to the receipt
or timing of revenues from operations.

The primary source of financing for iVoice has been through the issuance of
common stock and debt that is convertible into common stock of the Company.
iVoice's primary need for cash is to fund its ongoing operations until such time
that the sale of products generates enough revenue to fund operations. There can
be no assurance as to the receipt or timing of revenues from operations. iVoice
anticipates that its operations will require at least $120,000 per month. These
monthly expenses are anticipated to consist of the following: payroll and
benefits of $50,000, occupancy costs of $10,000, professional fees of $20,000,
net interest expenses of $16,500, amortized financing costs of $21,000 and
miscellaneous administrative expenses of $2,500. We expect to fund these monthly
obligations from cash on hand and from the proceeds received from the Equity
Line of Credit, or otherwise from the sale of equity or debt securities. iVoice
believes that it has sufficient funds on-hand to fund its operations for at
least 24 months.

During the three months ended March 31, 2006, iVoice had a net decrease in cash
of $554,469. iVoice's principal sources and uses of funds in the three months
ended March 31, 2006 were as follows:

CASH USED BY OPERATING ACTIVITIES. iVoice used $548,487 in cash for continuing
operations in the three months ended March 31, 2006, an increase of $478,873
compared to $69,614 in cash used for continuing operations in the three months
ending March 31, 2005. The increase in cash used in continuing operations was
primarily used to fund the start-up costs for the Thomas merger.

                                       23
<PAGE>

The net cash used by the discontinued operations for the three months ending
March 31, 2005 was $440,000. The cash was used to fund the operating losses in
the discontinued operations.

CASH USED IN INVESTING ACTIVITIES. iVoice used cash of $5,982 for investing
activities in the three months ended March 31, 2006, compared to $5,540 in cash
used for investing activities in the three months ended March 31, 2005. 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 USED IN FINANCING ACTIVITIES. The Company had no financing activities from
continuing operations in the three months ended March 31, 2006 and 2005.

The net cash provided by financing activities for the discontinued operations
was an increase in cash of $440,000 for the three months ending March 31, 2005
compared. The subsidiaries increased their borrowing from Cornell.

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

On May 25, 2004, the Company issued unsecured promissory notes totaling
$2,650,000 payable to Cornell Capital Partners, LP for advances on the
equity-line financing agreement entered into with Cornell in December, 2003. On
July 14, 2004, the Company repaid Cornell Capital, L.P. $1,700,000, in cash, to
reduce the outstanding amount owed on the promissory notes. The Company also
received a credit of $93,500 against fees based on the accelerated repayment. On
May 24, 2005, the Company assigned all its rights and benefits of a convertible
note issued by Corporate Strategies, Inc. valued at $522,740 including principal
and accrued interest to Cornell. The notes mature 143 days from the date of
issue with interest accruing at 12% per annum on any balance left unpaid after
the maturity date. At March 31, 2006 the remaining principal balance of the note
is $333,760 and $164,621 of accrued interest.

On June 15, 2005, the Company issued a secured promissory note totaling
$5,000,000 payable to Cornell Capital Partners, LP. This note is secured by all
of the Company's assets and the Company's rights under all present and future
authorization, permits, licenses and franchises issued or granted in connection
with their operations. The note is for a term of two years from the date of
issue with interest accruing at 12% per annum on any unpaid balance through the
note's maturity date. As of March 31, 2006, the unpaid balance on the secured
promissory note is $5,000,000 plus accrued interest of $477,123.

On May 11, 2006, the Company entered into two convertible debentures with
Cornell Capital Partners, LP. One Secured Convertible Debenture for the sum of
$5,544,110 converted the secured promissory note dated June 15, 2005 with a
remaining principal of $5 million and accrued and unpaid interest to date of
$544,110. The second Secured Convertible Debenture for the sum of $503,776
converted a promissory note dated May 25, 2004 with a remaining principal
balance of $333,760 and accrued and unpaid interest to date of $170,016.

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 iVoice to implement its business plan.

                                       24
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

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

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


                                       25
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     (a)  An Annual Meeting of Shareholders was held on March 31, 2006 at the
          Holiday Inn, 290 Route 37 East, Toms River, New Jersey 08753 at 11:00
          a.m., local time.

     (b)  Jerome Mahoney and Frank Esser, the two directors of the Company stood
          for re-election at the Annual Meeting of Shareholders.

     (c)  Jerome Mahoney and Frank Esser were reelected as members of the Board
          of Directors with a vote as indicated beside each of their respective
          names:

          ----------------------- --------------------- ------------------
          Nominee                 For                   Withheld
          ----------------------- --------------------- ------------------
          Jerome Mahoney          6,721,699,062         106,150,660
          ----------------------- --------------------- ------------------
          Frank Esser             6,725,958,836         101,890,886
          ----------------------- --------------------- ------------------

The following proposals were presented to shareholders at the Annual Meeting of
Shareholders:

     1.   To approve the grant of discretionary authority for the Board of
          Directors to declare a cash dividend to Class A Common Stock
          shareholders of $1.5 million.

     2.   To approve the grant of discretionary authority for the Board of
          Directors to effect the repurchase of sixty percent (60%) of the
          issued and outstanding Class B Common Stock shares for $1.5 million.

     3.   To approve the grant of discretionary authority for the Board of
          Directors to effect a 1 for 200 reverse split of the Class A Common
          Stock by amending the Certificate of Incorporation.

     4.   To consider and approve the authorization of 10 billion shares of
          Class A Common Stock.

     5.   To consider and approve the authorization of 20 billion shares of
          Class A Common Stock, only required if Proposal 3 is not approved.

     6.   To approve the grant of discretionary authority for the Board of
          Directors to effect the buyback by the Company of the Class A Common
          Stock.

     7.   To elect Jerome Mahoney and Frank Esser to the Board of Directors.

     8.   To consider and approve the iVoice, Inc. 2005 Stock Incentive Plan
          (the "2005 Plan").

                                       26
<PAGE>

     9.   To ratify our Board of Directors' selection of Bagell Josephs Levine &
          Company, LLC to audit our financial statements for the fiscal year
          ending December 31, 2005.

     10.  To approve the grant of discretionary authority for the Board of
          Directors to file an amendment to our Certificate of Incorporation to
          change our name to ARX Emerge, Inc.

The resulting vote of the proposals listed above was:

     ------------ ------------------- ------------------ ----------------
     Proposal     Voted For           Voted Against      Abstained
     ------------ ------------------- ------------------ ----------------
     1            1,098,479,188       154,474,387        8,538,715
     ------------ ------------------- ------------------ ----------------
     2            1,075,561,859       150,514,908        35,415,523
     ------------ ------------------- ------------------ ----------------
     3            5,917,941,988       846,629,692        63,278,040
     ------------ ------------------- ------------------ ----------------
     4            729,168,796         502,388,311        29,935,183
     ------------ ------------------- ------------------ ----------------
     5            662,930,870         566,141,425        32,419,995
     ------------ ------------------- ------------------ ----------------
     6            1,091,971,753       120,704,392        48,816,145
     ------------ ------------------- ------------------ ----------------
     8            863,029,839         296,251,142        102,211,309
     ------------ ------------------- ------------------ ----------------
     9            6,622,712,949       80,650,368         124,486,397
     ------------ ------------------- ------------------ ----------------
     10           6,205,949,328       498,569,091        123,331,302
     ------------ ------------------- ------------------ ----------------


ITEM 6. EXHIBITS

10.1    Agreement and Plan of Merger dated January 6, 2006 by and among iVoice,
        Inc., Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a
        New Jersey corporation, Thomas Pharmaceuticals Ltd., a New York
        corporation, Farris M. Thomas, Jr., an individual, John E. Lucas, an
        individual, Richard C. Brogle, Nina Schwalbe, an individual, John H.
        Kirkwood, an individual, and Maureen Gillespie, an individual.

10.2    Secured Convertible Debenture dated January 6, 2006 issued by Thomas
        Pharmaceuticals, Ltd. a New Jersey corporation. for the sum of $360,000.

10.3    Administrative Services Agreement dated January 6, 2006 between Thomas
        Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey
        corporation and iVoice, Inc.

10.4    Security Agreement dated January 6, 2006 by and between iVoice, Inc. and
        Thomas Pharmaceuticals, Ltd., a New Jersey corporation.

10.5    Shareholders Agreement dated January 6, 2006 by and among iVoice, Inc.,
        Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New
        Jersey corporation, Thomas Pharmaceuticals Ltd., a New York corporation,
        Farris M. Thomas, Jr., an individual, John E. Lucas, an individual,
        Richard C. Brogle, Nina Schwalbe, an individual, John H. Kirkwood, an
        individual, and Maureen Gillespie, an individual.

10.6    Investors Registration Rights Agreement dated January 6, 2006 by and
        between iVoice, Inc. and Thomas Pharmaceuticals, Ltd., a New Jersey
        corporation.

10.7    Escrow Agreement dated January 6, 2006 by and among iVoice, Inc., Thomas
        Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey
        corporation, and Meritz & Muenz LLP.

10.8    Administrative Services Convertible Debenture dated January 6, 2006
        issued by Thomas Pharmaceuticals, Ltd. a New Jersey corporation. for the
        sum of $100,000.

10.9    Employment Agreement dated January 6, 2006 by and between Thomas
        Pharmaceuticals, Ltd. a New Jersey corporation, and John E. Lucas.

10.10   Employment Agreement dated January 6, 2006 by and between Thomas
        Pharmaceuticals, Ltd. a New Jersey corporation, and Farris M. Thomas,
        Jr.

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

                                       27
<PAGE>

                                   SIGNATURES

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


iVoice, Inc.

By: /s/ Jerome R. Mahoney                                    Date: May 15, 2006
    ---------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer



























                                       28
<PAGE>

                                INDEX OF EXHIBITS

10.1    Agreement and Plan of Merger dated January 6, 2006 by and among iVoice,
        Inc., Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a
        New Jersey corporation, Thomas Pharmaceuticals Ltd., a New York
        corporation, Farris M. Thomas, Jr., an individual, John E. Lucas, an
        individual, Richard C. Brogle, Nina Schwalbe, an individual, John H.
        Kirkwood, an individual, and Maureen Gillespie, an individual.

10.2    Secured Convertible Debenture dated January 6, 2006 issued by Thomas
        Pharmaceuticals, Ltd. a New Jersey corporation. for the sum of $360,000.

10.3    Administrative Services Agreement dated January 6, 2006 between Thomas
        Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey
        corporation and iVoice, Inc.

10.4    Security Agreement dated January 6, 2006 by and between iVoice, Inc. and
        Thomas Pharmaceuticals, Ltd., a New Jersey corporation.

10.5    Shareholders Agreement dated January 6, 2006 by and among iVoice, Inc.,
        Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New
        Jersey corporation, Thomas Pharmaceuticals Ltd., a New York corporation,
        Farris M. Thomas, Jr., an individual, John E. Lucas, an individual,
        Richard C. Brogle, Nina Schwalbe, an individual, John H. Kirkwood, an
        individual, and Maureen Gillespie, an individual.

10.6    Investors Registration Rights Agreement dated January 6, 2006 by and
        between iVoice, Inc. and Thomas Pharmaceuticals, Ltd., a New Jersey
        corporation.

10.7    Escrow Agreement dated January 6, 2006 by and among iVoice, Inc., Thomas
        Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey
        corporation, and Meritz & Muenz LLP.

10.8    Administrative Services Convertible Debenture dated January 6, 2006
        issued by Thomas Pharmaceuticals, Ltd. a New Jersey corporation. for the
        sum of $100,000.

10.9    Employment Agreement dated January 6, 2006 by and between Thomas
        Pharmaceuticals, Ltd. a New Jersey corporation, and John E. Lucas.

10.10   Employment Agreement dated January 6, 2006 by and between Thomas
        Pharmaceuticals, Ltd. a New Jersey corporation, and Farris M. Thomas,
        Jr.

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

                                       29