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, 2003

                                       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                                              52-1750786
--------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

750 Highway 34
Matawan, NJ                                                07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

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

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

Securities registered under Section 12(g) of the Exchange Act:   Class A common,
                                                                par value $.0001
                                                                      per share

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

Number of shares of Class A, common stock, $.0001 par value, outstanding as of
May 6, 2003:                                             1,346,766,232

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                                  iVOICE, INC.
                              FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003



                                TABLE OF CONTENTS


                                                                                                         Page No.

PART I.           FINANCIAL INFORMATION

                                    Item 1. Financial Statements

<S>                                                                            <C> <C>                         <C>
                                            Consolidated Balance Sheet - March 31, 2003 (Unaudited)            2

                                            Consolidated Statements of Operation -
                                            For the three months ended March 31, 2003 and 2002                 3

                                            Consolidated Statements of Cash Flows -
                                            For the three months ended March 31, 2003 and 2002             4 - 5

                                            Notes to consolidated financial statements                     6 - 12

                                    Item 2. Management's Discussion and Analysis of Financial Condition
                                                                and Results of Operations                 13 - 15

                                    Item 3. Controls and Procedures                                            15

PART II. OTHER INFORMATION


                                    Item 1. Legal Proceedings                                                  16

                                    Item 2. Changes in Securities                                              16

                                    Item 3. Defaults upon Senior Securities                                    16

                                    Item 5. Other Information                                                  17

                                    Item 6. Exhibits and Reports on Form 8-K                                   17

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                                       1
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<TABLE>
<CAPTION>



                                  iVOICE, INC.
                     CONSOLIDTED BALANCE SHEETS (UNAUDITED)
                                 MARCH 31, 2003


                                       ASSETS

         CURRENT ASSETS
<S>                                                                                              <C>
         Cash and cash equivalents                                                               $     475,220
         Accounts receivable, net of allowance for doubtful accounts of $2,700                          27,888
         Inventory                                                                                      23,987

         Costs in excess of billings                                                                    16,756
         Prepaid expenses and other current assets                                                      27,852
                                                                                               ---------------
                Total current assets                                                                   571,703
                                                                                                --------------

         PROPERTY AND EQUIPMENT, net of accumulated depreciation of  $136,575                           64,216
                                                                                                --------------

         OTHER ASSETS
         Software license costs, net of accumulated amortization of $408,000                           136,000
         Intangible assets                                                                             100,876
         Deposits and other assets                                                                       7,000
                                                                                             -----------------
                Total other assets                                                                     243,876
                                                                                                --------------

         TOTAL ASSETS                                                                            $     879,795
                                                                                                 =============

                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
         CURRENT LIABILITIES
         Obligations under capital leases - current                                               $      3,953
         Accounts payable and accrued expenses                                                         333,701
         Note payable                                                                                  199,310
         Due to related parties                                                                        662,371
         Convertible debentures                                                                        125,300
         Deferred revenues                                                                              19,328
                                                                                               ---------------
                  Total current liabilities                                                          1,343,963
                                                                                                 -------------

         LONG-TERM DEBT
         Obligation under capital leases - non-current                                                       -
                                                                                          --------------------
                   Total liabilities                                                                 1,343,963
                                                                                                  ------------

         COMMITMENTS AND CONTINGENCIES                                                                       -

         STOCKHOLDERS' DEFICIENCY
         Preferred stock, $1 par value; authorized 1,000,000 shares;
            no shares issued and outstanding                                                                 -
         Common stock, Class A - par value $.0001; authorized
           10,000,000,000 shares, 953,539,062 issued; 952,939,062 outstanding                          611,525
         Common stock, Class B - no par value; authorized 50,000,000
            shares;  2,204,875 shares issued; 1,836,875 shares outstanding                                 164
         Treasury stock, 600,000 Class A shares, at cost                                               (28,800)
         Additional paid in capital                                                                 13,794,338
         Accumulated deficit                                                                       (14,841,395)
                                                                                                   -----------
                  Total stockholders' deficiency                                                      (464,168)
                                                                                                ---------------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                          $     879,795
                                                                                                 =============

                                The accompanying notes are an integral part of the financial statement.
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                                       2
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<TABLE>
<CAPTION>




                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



                                                                                                For the Three Months Ended

                                                                                                         March 31,

                                                                                                   2003             2002
                                                                                             ---------------- -------------

<S>                                                                                          <C>                 <C>
SALES, net                                                                                   $     147,575       $  135,663

COST OF SALES                                                                                       60,901           38,148
                                                                                             ----------------   -----------

GROSS PROFIT                                                                                        86,674           97,515
                                                                                             ----------------   -----------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                                                                31,159           24,561
    General and administrative expenses                                                            264,754          769,070
    Research and development                                                                        61,489           56,928
    Bad debt expense                                                                                     -            3,000
    Depreciation and amortization                                                                   36,670           40,600
                                                                                           ---------------    -------------
Total selling, general and administrative expenses                                                 394,072          894,159
                                                                                            --------------     ------------

LOSS FROM OPERATIONS                                                                              (307,398)        (796,644)
                                                                                             --------------    ------------

OTHER INCOME\(EXPENSE)
    Other income                                                                                         -           28,800
    Interest expense                                                                               (42,840)         (73,328)
                                                                                             --------------      -----------
Total other income\(expense)                                                                       (42,840)         (44,528)
                                                                                             --------------      -----------

LOSS BEFORE INCOME TAXES                                                                          (350,238)        (841,172)

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

NET LOSS                                                                                      $   (350,238)      $ (841,172)
                                                                                              ============       ==========

NET LOSS PER COMMON SHARE
    Basic                                                                                 $ (         0.00) $   (      0.01)
                                                                                          ================  ===============
    Diluted                                                                               $ (         0.00) $   (      0.01)
                                                                                          ================  ===============



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


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                                       3
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<TABLE>
<CAPTION>


                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                                                 For the Three Months Ended

                                                                                                          March 31,

                                                                                                   2003             2002
                                                                                            ----------------- -----------------
CASH FLOW USED IN OPERATING ACTIVITIES
<S>                                                                                             <C>              <C>
   Net loss                                                                                     $ (350,238)      $ (841,172)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                                                      9,470           10,119
   Amortization of prepaid expense                                                                  23,333          257,917
   Amortization if intangibles                                                                           -            3,281
   Amortization of software license                                                                 27,200           27,200
   Amortization of debt issue costs                                                                      -           35,427
   Forfeited employee stock compensation                                                                 -          (28,800)
   Bad debt expense                                                                                      -            3,000
   Option discounts                                                                                      -          299,794
   Common stock issued for interest                                                                      -           10,735
   Changes in certain assets and liabilities:
           Accounts receivable                                                                     (12,701)         (50,859)
           Inventory                                                                                 7,891            6,869
           Accounts payable and accrued liabilities                                                 50,703           96,125
           Deferred revenue                                                                          2,194            5,726
           Other assets                                                                                545            1,008
                                                                                         -----------------    -------------
Total cash used in operating activities                                                           (241,603)        (163,630)
                                                                                            --------------     ------------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                                                               (3,500)          (2,095)
Purchase of goodwill                                                                                (3,390)          (1,560)
                                                                                             --------------   --------------
Total cash used in investing activities                                                             (6,890)          (3,655)
                                                                                           ---------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                                        192,700                -
   Proceeds from related party loans                                                                     -                -
   Repayments of related party loans                                                               (30,000)         (30,000)
   Proceeds form notes payable                                                                     140,000                -
   Repayment of notes payable                                                                     (175,357)               -
   Sale of convertible debentures                                                                   40,000                -
   Collections on stock subscriptions                                                              292,000          292,000
   Payment of capital lease obligations                                                             (9,975)          (8,073)
                                                                                           ---------------- ----------------
Total cash provided by financing activities                                                        157,368          253,927
                                                                                             -------------    -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                          (91,125)          86,642

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                    566,345           85,543
                                                                                            --------------    -------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                                      $   475,220     $    172,185
                                                                                               ===========     ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                                         $          577    $       2,480
                                                                                            ==============    =============
   Income taxes                                                                             $            -    $           -
                                                                                            ==============    =============

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

</TABLE>

                                       4
<PAGE>

                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

March 31, 2003:

a)   During the three months ended March 31, 2003, the Company issued 35,000,000
     shares of Class A common stock for consulting services valued at $35,000

b)   During the three months ended March 31, 2003, the Company issued 64,541,750
     shares of its Class A common stock for the repayment of $30,500 in
     principal on its 12% Convertible Debentures.

c)   During the three months ended March 31, 2003, the Company issued
     291,306,149 shares of Class A common stock with a total value of $192,700.
     Of this amount, $175,357 was for repayment of principal on outstanding
     notes payable, issued as advances on the equity line financing with Cornell
     Capital Partners, LP. The balance of $17,343 was market discount charged to
     expense.


March 31, 2002:

a)   During the three months ended March 31, 2002, the Company issued 10,000
     shares as partial payment for leasehold improvements valued at $540.

b)   During the three months ended March 31, 2002, the Company retained 600,000
     shares previously issued to an employee as compensation. These shares were
     deemed as not having been vested with the terminated employee and were
     recorded as treasury stock at a value of $28,800.

c)   During the three months ended March 31, 2002, the Company issued 4,364,516
     shares of its Class A common stock for interest on its outstanding
     Convertible Debentures valued at $95,679. Of this amount $10,735 reflects
     interest incurred in the current period and $84,944 represents amounts
     accrued in prior periods.

d)   During the three months ended March 31, 2002, the Company issued 505,921
     shares of its Class A common stock for the repayment of $15,000 in
     principal on its 8% Convertible Debentures

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


                                       5
<PAGE>


                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Basis of Presentation
                  The accompanying Unaudited consolidated financial statements
                  include the accounts of iVoice, Inc. (the "Company" or
                  "iVoice"), and its wholly owned subsidiaries. iVoice, Inc.
                  formerly known as Visual Telephone International, Inc.
                  ("Visual") was incorporated under the laws of Utah on December
                  2, 1995, subsequently changed to Delaware. These 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.

                  The result of operations for the three-month periods ended
                  March 31, 2003 and 2002 are not necessarily indicative of the
                  results to be expected for the full year.

                  For further information, refer to the financial statements and
                  footnotes included in Form 10-KSB for the year ended December
                  31, 2002

                  Principles of Consolidation
                  The accompanying consolidated financial statements include the
                  accounts of the Company and its subsidiaries iVoice
                  Acquisition 1, Inc. and iVoice Acquisition 2, Inc. All
                  significant intercompany transactions and balances have been
                  eliminated in consolidation.

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

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

                  The shares used in the computations are as follows:

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                     March 31,
                                                                  2003              2002
                                                               ---------------   ----------
<S>                                                             <C>               <C>
                  Basic and Diluted purposes                    774,416,425       157,324,754

</TABLE>


                                       6
<PAGE>


                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

                  Company Background
                  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," as 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 to iVoice, Inc. from
                  iVoice.com, Inc.

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

NOTE 2 - GOING CONCERN

                  The accompanying consolidated financial statements have been
                  prepared in conformity with accounting principles generally
                  accepted in the United States of America, which contemplates
                  continuation of the Company as a going concern. As of March
                  31, 2003, the Company had a net loss, a negative cash flow
                  from operations as well as negative working capital. These
                  matters 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 consolidated balance sheets is dependent upon
                  continued operations of the Company, which in turn, is
                  dependent upon the Company's ability to continue to raise
                  capital and/or generate positive cash flows from operations.

                  To date, the Company has funded its operations through the
                  issuance of convertible debt, sales of its Class A Common
                  Stock and loans from its principal stockholder, the proceeds
                  of which are derived from sales of this principal
                  stockholder's personal holdings of the Company's Class A
                  Common Stock. Through March 31, 2003, the Company has incurred
                  accumulated net losses totaling $14,841,395 and had a cash
                  balance of $475,220 as of that date. Considering expected cash
                  requirements for the up coming year, there is substantial
                  doubt as to the Company's ability to continue operations.


                                       7
<PAGE>



                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

NOTE 2 - GOING CONCERN - Continued

                  The Company will require additional working capital in the
                  next six months. In order to raise the necessary working
                  capital, the Company may enter into financing agreements that
                  will require the issuance of additional equity. Management
                  believes that appropriate funding will be generated enabling
                  the Company to continue operations through the current fiscal
                  year. Management is also confident that future product sales
                  will generate necessary cash flow, reducing the Company's need
                  for additional financing. It should be noted however, that no
                  assurance can be given that these future sales will
                  materialize or that additional necessary funding can be
                  raised.

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

                  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.

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

NOTE 3  - CONVERTIBLE DEBENTURES

                  In January 2003, the Company, through its iVoice Acquisition
                  1, Inc. subsidiary, entered into a subscription agreement with
                  certain purchasers to issue $250,000 in convertible
                  debentures, with interest payable at 5% per annum. The notes
                  are convertible into the Company's Class A common stock at a
                  price equal to either (a) an amount equal to one hundred
                  twenty percent (120%) of the closing bid price for the Common
                  Stock on the Closing Date, or (b) an amount equal to eighty
                  percent (80%) of the average of the four (4) lowest Closing
                  Bid Prices of the Common Stock for the five (5) trading days
                  immediately preceding the Conversion Date. At March 31, 2003,
                  a total of $40,000 in debenture proceeds has been received so
                  far and is outstanding as of that date.


                                       8
<PAGE>



                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

NOTE 3  - CONVERTIBLE DEBENTURES - Continued

                  In October 1999, the Company issued a series of convertible
                  debentures consisting of ten notes payable totaling $500,000
                  bearing interest at 12% per annum and payable on December 1,
                  2000.

                  The 12% debentures are convertible into shares of the
                  Company's Class A Common Stock at the option of the holder by
                  dividing the outstanding principal and interest by the
                  conversion price which shall equal 50% of the average bid
                  price during the 20 trading days before the conversion date.
                  As of March 31, 2003, $414,700 in principal of the 12%
                  debentures and $99,644 in accrued interest had been converted
                  into 71,818,238 shares of the Company's Class A Common Stock.
                  Total outstanding principal balance of the 12% convertible
                  debentures at March 31, 2003 was $85,300 plus accrued interest
                  of $27,342.

NOTE 4 - DUE TO RELATED PARTIES

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

                  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., no
                  par value, for each dollar owed, or (ii) the number of Class A
                  common stock shares of iVoice, Inc. calculated by dividing (x)
                  the sum of the principal and interest that the Note holder has
                  decided to prepay by (y) fifty percent (50%) of the lowest
                  issue price of Series A common stock since the first advance
                  of funds under this Note, whichever the Note holder chooses,
                  or (iii) payment of the principal of this Note, before any
                  repayment of interest.

                  On October 14, 2002, Mr. Mahoney converted $1,504,875 of the
                  amounts owed to him into 1,504,875 shares of Class B common
                  stock. As of March 31, 2003, the outstanding loan balance
                  including monies loaned from the proceeds of stock sales,
                  unpaid compensation, income taxes incurred from the sale of
                  stock and unreimbursed expenses, totaled $590,038.

                  Also included in amounts due to related parties was unpaid
                  compensation to Kevin Whalen, the Company's Chief Financial
                  Officer. Effective May 1, 2001, Mr. Whalen was granted a
                  salary increase of $20,000. To date, this annual salary
                  increase, as well as a bonus of $34,000 for the year-end
                  December 31, 2001, has been accrued, with the repayment terms
                  as to be mutually agreed upon between the Company and Mr.
                  Whalen. At March 31, 2003 the total amounts due to Mr. Whalen
                  totaled $72,333.


                                       9
<PAGE>

                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

NOTE 5 - COMMITMENTS AND CONTINGENCIES

a)   The Company leases its headquarters located at 750 Highway 34, Matawan, New
     Jersey on a month-to-month obligation of $8,000 per month. The Company
     maintains a good relationship with its landlord and believes that its
     current facilities will be adequate for the foreseeable future.

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

c)   In February, the Company entered into an Equity Line of Credit with Cornell
     Capital Partners, L.P. Pursuant to the Equity Line of Credit, the Company
     may, at its discretion, periodically sell to Cornell Capital Partners
     shares of Class A common stock for a total purchase price of up to $5.0
     million to raise capital to fund our working capital needs. For each share
     of Class A common stock purchased under the Equity Line of Credit, Cornell
     Capital Partners will pay 91% of the 5 lowest closing bid prices on the
     Over-the-Counter Bulletin Board or other principal market on which our
     common stock is traded for the 5 days immediately following the notice
     date. Pursuant to the agreement with Cornell Capital Partners, LP, we
     registered for resale on Form SB-2, 5,000,000,000 shares of Class A common
     stock with the Securities and Exchange Commission. The offering will
     terminate 24 months after the Securities and Exchange Commission declares
     the registration statement effective.

d)   The Company's assets are subject to a Security Agreement with the majority
     stockholder. See Note 4.

NOTE 6 - CAPITAL LEASE OBLIGATIONS

                  The future minimum lease payments due under the capital leases
                  at March 31, 2003 are follows:

<TABLE>
<CAPTION>

                          Lease payable for computer equipment, payable
                          at $1,367 per month, including interest at 22.31%.
<S>                                                 <C>                                 <C>
                          Final payment is due June 2003.                               $   3,953
                                                                                        ---------

                          Present value of net minimum lease payments                  $    3,953
                                                                                        =========

                          The future minimum lease payments                            $    5,467
                          Less amount representing interest                                 1,514
                                                                                      -----------
                          Present value of net minimum lease payments                       3,953
                          Less current portion                                              3,953
                                                                                        ---------
                          Long term capital lease obligations                      $            -
                                                                                    =============
</TABLE>


                                       10
<PAGE>

                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

NOTE 7 - COMMON STOCK

                  In January 2003, the Company amended its Certificate of
                  Incorporation to change the par value of its Class A Common
                  Stock from $.001 to $.0001 and to increase the number of
                  shares the Company is authorized to issue of its Class A
                  Common Stock from 600,000,000 to 10,000,000,000 and its Class
                  B Common Stock from 3,000,000 to 50,000,000.

                  a)  Class A Common Stock
                      Class A Common Stock consisted of the following as of
                      March 31, 2003: 10,000,000,000 shares of authorized common
                      stock with a par value of $.0001, 953,539,062, shares were
                      issued and 952,939,062 shares were outstanding.

                      Class A Common Stock has voting rights of 1:1. Each holder
                      of Class A Common Stock is entitled to receive ratably
                      dividends, if any, as may be declared by the Board of
                      Directors out of funds legally available for the payment
                      of dividends. The Company has never paid any dividends on
                      its Common Stock and does not contemplate doing so in the
                      foreseeable future. The Company anticipates that any
                      earnings generated from operations will be used to finance
                      the Company's growth objectives.

                      For the three months ended March 31, 2003, the Company had
                      the following transactions in its Class A Common Stock:

               1.   The Company issued 35,000,000 shares of its Class A Common
                    Stock for consulting services rendered valued at $35,000.

               2.   The Company issued 64,541,750 shares of Class A Common Stock
                    for the conversion of $30,500 in debenture principal on its
                    12% convertible debentures

               3.   The Company issued 291,306,149 shares of Class A common
                    stock for repayment of $175,357 in principal and $17,343 in
                    discount on notes payable issued for advances on the equity
                    line financing with Cornell Capital Partners, LP

               4.   The Company issued 44,000,000 shares of Class A common stock
                    upon conversion of 22,000 shares of Class B common stock.



                                       11
<PAGE>







                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

  NOTE 7 - COMMON STOCK - Continued

                  b)  Class B Common Stock
                      Class B Common Stock consists of 50,000,000 shares of
                      authorized common stock with no par value. Each share of
                      Class B common stock is convertible into Class A common
                      stock calculated by dividing the number of Class B shares
                      being converted by fifty percent (50%) of the lowest price
                      that the Company had previously issued its Class A common
                      stock since the Class B shares were issued. Each holder of
                      Class B common stock has voting rights equal to the number
                      of Class A shares that would be issued upon the conversion
                      of the Class B shares, had all of the outstanding Class B
                      shares been converted on the record date used for purposes
                      of determining which shareholders would vote. Holders of
                      Class B common stock are entitled to receive dividends in
                      the same proportion as the Class B common stock conversion
                      and voting rights have to Class A common stock. Jerome R.
                      Mahoney is the sole owner of the Class B common stock. As
                      of March 31, 2003, there are 2,204,875 shares issued and
                      1,836,875 shares outstanding

                      Pursuant to the conversion terms of the Class B Common
                      stock, on March 31, 2003, the 1,836,875 outstanding shares
                      of Class B common stock are convertible into
                      13,073,843,416 shares of Class A common stock.

                      In the three months ended March 31, 2003, a total of
                      22,000 Class B shares were converted into 44,000,000 Class
                      A shares.

                  c)  Preferred Stock
                      Preferred Stock consists of 1,000,000 shares of authorized
                      preferred stock with $1.00 par value. As of March 31,
                      2003, no shares were issued or outstanding.




                                       12
<PAGE>



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

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

March 31, 2003 compared to March 31, 2002

Revenues are derived primarily from the sale of voice and computerized telephone
systems for small-to-medium sized businesses and corporate departments. Total
revenues for the three months ended March 31, 2003 were $147,575, as compared to
$135,663 for the three months ended March 31, 2002, an increase of $11,912 or
8.8%.

Revenues for the Company's Speech Enabled Auto Attendant and Speech Enabled
Interactive Voice Response (IVR) applications remained relatively flat year over
year for the quarter ending March 31 reflecting a continued sluggishness in
telecom related spending. Our desired distribution channel is through Original
Equipment Manufacturers (OEMs) and Value Added Resellers (VARs). iVoice is
currently focused on developing its dealer and reseller channels to increase
market share. Management believes it can leverage already existing equipment
manufacturer's reseller channels by integrating its speech recognition software
directly into their established revenue producing product lines. In March of
2003, the Company became a member of Avaya's DeveloperConnection (DevConnect)
Program. The DevConnect Program is a comprehensive set of innovative sales,
support, marketing and services programs through which Avaya works with members
to develop, promote and sell their products and solutions that interoperate with
Avaya solutions. Management is hopeful that membership in this program will
produce meaningful demand for its Speech Enabled Auto Attendant through Avaya
reseller channel.

Unless special arrangements are made, the Company receives 50% of the contract
as a down payment on any product purchased with the balance due upon shipment or
installation, if included in the contract. The Company recognizes its revenue
using the percentage of completion method for turnkey systems that require
custom configuration by the customer. The Company determines the expected costs
on a particular configuration by estimating the hardware costs and anticipated
labor hours to configure and install a system. Revenues are then recognized in
proportion to the amount of costs incurred as of the reporting date over the
total estimated costs anticipated.

Gross margin for the three months ended March 31, 2003 was $86,674 or 58.7%, as
compared to $97,515 or 71.9% for the three months ended March 31, 2002. The
gross margin is dependent, in part, on product mix, which fluctuates from time
to time; complexity of a communication system installation which determines
necessary hardware requirements and may not have a proportionate relationship
with the system selling price; and the ability of Company technical personnel to
efficiently configure and install the Company's communications products. The
decrease of $10,841 or 11.1% reflects cost of hardware intensive turnkey systems
in the current year quarter, which result in lower profit margins.

Total operating expenses decreased $500,087 or 55.9% from $894,159 for the three
months ended March 31, 2002 to $394,072 for the three months ended March 31,
2003. The decrease in operating expenses for the current quarter was principally
a result of specific items recorded in the prior year not incurred in the
current year. These items include the amortization of prepaid consulting fees
totaling $257,917 and a charge of $299,794 for a reduction in the strike price
on warrants previously issued by the Company. The reduction for these items was
offset in the current year by an increase in professional fees of $64,489.


                                       13
<PAGE>

Excluding these items, operating expenses have remained relatively consistent
year over year and reflect Management's efforts to reduce its operating budget
and conserve the Company's cash resources.

As of March 31, 2003, the Company had 8 full-time employees, and 1 part-time
employee for a total of 9 individuals.

The loss from operations for the three months ended March 31, 2003 was $307,398
compared to $796,644 for the three months ended March 31, 2002, a decrease of
$489,246 or 61.4%

No other income was recorded for the three months ended March 31, 2003. Other
income for the three months ended March 31, 2002, reflects income of $28,800 for
the retention of 600,000 shares previously issued to an employee and charged to
compensation expense in a prior period. These shares were deemed unvested with
the terminated employee and were recorded as treasury stock purchase at a value
of $28,800.

Interest expense of $42,840 was incurred for the three-month period ending March
31, 2003 versus $73,328 in the three months ending March 31, 2002, a decrease of
$30,488 or 41.6%. The three months ending March 31, 2002 reflects an increase in
financing costs of $24,023 related to the termination of a subscription and
registration rights agreement with Beacon Capital, LLC, and a charge for $10,570
in penalty interest charged by the holders of our outstanding 12% convertible
debentures for defaulting on the registration rights agreement with them.
Interest accrued on outstanding interest bearing instruments in the three months
ending March 31, 2003 was $21,903 lower than the same period of the prior year
due to lower outstanding balances in the current period. This accrued interest
charge was offset by $24,843 in market discounts on stock issued and drawdown
fees charged pursuant to the equity-line financing agreement with Cornell
Capital Partners, LP charged to interest expense in the current period.

Net loss for the three-month period ending March 31, 2003 was $350,238 as
compared to $841,172 for the first three months of 2002. The decrease in net
loss of $490,934 was a result of the factors discussed above.

Liquidity and Capital Resources

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. On
March 31, 2003, iVoice had total liabilities of $1,343,963, consisting of
accounts payable and accrued expenses of $333,701, obligations under capital
leases of $3,953, notes payable of $199,310, deferred revenue of $19,328,
convertible debentures of $125,300 and amounts due to related parties of
$662,371. It is anticipated that the remaining balance due on our outstanding
convertible debentures and notes payable will be satisfied by the issuance of
shares of Class A common stock. At March 31, 2003, the Company had cash balances
on hand of $475,220. Of the current obligations, consisting primarily of trade
accounts payable and accrued liabilities, Management has determined that
$397,654 will require payment in cash within the next six months of 2003.

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
management is working to further reduce its operating budget. Presently, the
Company operations require at least $82,000 per month. These monthly expenses
are anticipated to consist of the following: payroll and benefits of $50,000,
occupancy costs of $8,700, sales and marketing expenses of $5,200, professional
fees of $6,000, insurance of $1,500, and miscellaneous administrative
obligations and expenses of $10,600. We expect to fund these monthly obligations
from the proceeds anticipated to be received from the Equity Line of Credit,
from current operations or otherwise from the sale


                                       14
<PAGE>

of equity or debt securities. In addition, the Company's need for cash
includes satisfying total current liabilities of $397,654 as described in the
preceding paragraph. iVoice believes that it has sufficient funds on-hand to
fund its operations for at least six months. Thereafter, iVoice will need to
raise additional capital from the sale of equity under the financing agreement
currently in place with Cornell Capital Partners, LP.

During the three months ended March 31, 2003, iVoice had a net decrease in cash
of $91,125. iVoice's principal sources and uses of funds were as follows:

         Cash used by operating activities. iVoice used $241,603 in cash for
operating activities in the three months ended March 31, 2003 an increase of
$77,973 compared to $163,630 in cash used for operating activities in the year
ending December 31, 2002.

         Cash provided by financing activities. Financing activities in the
three months ended March 31, 2003 provided a total of $157,368 in cash. This
total consisted primarily of the issuance of common stock for a total of
$192,700; the sale of convertible debentures of $40,000 and advances under the
Equity Line of Credit with Cornell Capital of $140,000. These amounts were
partially offset by the repayment of related party obligations of $30,000,
repayment of notes payable of $175,357 and repayment of capital leases totaling
$9,975.

ITEM 3.     CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures.

The Company's Chief Executive Officer and Principal Financial Officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
15d-14(c), as of a date within 90 days of the filing date of this quarterly
report on Form 10-QSB (the "Evaluation Date")), have concluded that as of the
Evaluation Date, the Company's disclosure controls and procedures were adequate
and effective to ensure that material information relating to the Company and
its consolidated subsidiaries is recorded, processed, summarized and reported by
management of the Company on a timely basis in order to comply with the
Company's disclosure obligations under the Securities Exchange Act of 1934 and
the SEC rules thereunder.

(b) Changes in Internal Controls.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the Company's disclosure controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such disclosure controls and procedures requiring
corrective actions.



                                       15
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The Company is subject to litigation from time to time arising from its normal
course of operations. Currently, there are no open litigation matters relating
to the Company's products, product installations or technical services provided.
Management does not believe that any such litigation and claims that have arisen
will have a material effect on the Company's financial position or results of
operations.

ITEM 2.  CHANGES IN SECURITIES

(a)            On January 13, 2003, the Company amended its certificate of
               incorporation in the state of Delaware to:

               (i)  Revise the conversion ratio and voting rights of Class B
                    Common Stock Shares whereby upon conversion, each share of
                    Class B Common Stock is convertible into Class A Common
                    Stock Shares calculated by dividing the number of Class B
                    Common Stock 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 Common Stock
                    Shares were issued.

               (ii) Permit Class B Common Stock Shares to receive dividends upon
                    the declaration of a dividend to Class A Common Stock
                    shareholders.

(b)  In January 2003, the Company, through its wholly owned subsidiary, iVoice
     Acquisition 1, Inc., entered into a subscription agreement with certain
     purchasers to issue $250,000 in convertible debentures, with interest
     payable at 5% per annum. The notes are convertible into the Company's Class
     A common stock at a price equal to either (a) an amount equal to one
     hundred twenty percent (120%) of the closing bid price for the Common Stock
     on the Closing Date, or (b) an amount equal to eighty percent (80%) of the
     average of the four (4) lowest Closing Bid Prices of the Common Stock for
     the five (5) trading days immediately preceding the Conversion Date. At
     March 31, 2003, a total of $40,000 in debenture proceeds has been received
     so far and is outstanding as of that date.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

In relation to the Company's outstanding 12% Convertible Debentures which are
currently in default, the Company has reached settlement terms with one previous
holder of debentures regarding the interest and penalties demanded by this
former holder whereby the Company has issued 450,000 shares to this former
holder in full settlement of the former debenture holder's claim.

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



                                       16
<PAGE>


ITEM 5.           OTHER INFORMATION

iVoice, Inc., a Delaware corporation, the present Registrant
("iVoice-Delaware"), merged with and into its wholly owned subsidiary, iVoice,
Inc., a New Jersey corporation ("iVoice-New Jersey"), on May 7, 2003. iVoice-New
Jersey shall continue its existence as the surviving corporation. iVoice-New
Jersey shall have the same capital structure as iVoice-Delaware, except that the
Class A Common Stock shall have no par value and the Class B Common Stock shall
have a par value of $.01 per share. The Certificate of Incorporation of
iVoice-New Jersey has been filed as an exhibit herein.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

3.1  Certificate of Incorporation of iVoice, Inc., a New Jersey corporation,
     filed herein.

3.2  By-laws of iVoice, Inc., a New Jersey corporation, filed herein.

10.1 Equity Line of Credit Agreement dated January 24, 2003 between Cornell
     Capital Partners, LP, and iVoice Acquisition 1, Inc. filed herein.

10.2 Registration Rights Agreement dated January 24, 2003 between Cornell
     Capital Partners, LP, and iVoice Acquisition 1, Inc. filed herein.

10.3 Stock Purchase Agreement dated January 24, 2003 between iVoice Acquisition
     1, Inc. and listed Buyers. filed herein.

10.4 Sample 5% Convertible Debenture issued by iVoice Acquisition 1, Inc. filed
     herein.

10.5 Placement Agreement dated January 24, 2003 between iVoice Acquisition 1,
     Inc. and Cornell Capital Partners LP. filed herein.

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

     b) Reports on Form 8-K: None.



                                       17
<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 12, 2003
    ----------------------------------------------------------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer






                                       18
<PAGE>



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

I, Jerome R. Mahoney, President, Chief Executive Officer and Principal Financial
Officer of iVoice, Inc. certify that:

1)   I have reviewed this quarterly report on Form 10-QSB of iVoice, Inc.;

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

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

4)   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   I have disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6)   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

                                   Date: May 9, 2003

                                   /s/ Jerome R. Mahoney
                                   ----------------------------
                                   Jerome R. Mahoney, President,
                                   Chief Executive Officer and
                                   Principal Financial Officer


                                       19
<PAGE>



                                INDEX OF EXHIBITS

3.1  Certificate of Incorporation of iVoice, Inc., a New Jersey corporation,
     filed herein.

3.2  By-laws of iVoice, Inc., a New Jersey corporation, filed herein.

10.1 Equity Line of Credit Agreement dated January 24, 2003 between Cornell
     Capital Partners, LP, and iVoice Acquisition 1, Inc. filed herein.

10.2 Registration Rights Agreement dated January 24, 2003 between Cornell
     Capital Partners, LP, and iVoice Acquisition 1, Inc. filed herein.

10.3 Stock Purchase Agreement dated January 24, 2003 between iVoice Acquisition
     1, Inc. and listed Buyers. filed herein.

10.4 Sample 5% Convertible Debenture issued by iVoice Acquisition 1, Inc. filed
     herein.

10.5 Placement Agreement dated January 24, 2003 between iVoice Acquisition 1,
     Inc. and Cornell Capital Partners LP. filed herein.

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



                                       20