SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                               EXCHANGEACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

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

For the transition period from _____________________ to _______________________

Commission file number  000-29341
                        ---------

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

Delaware                                                         86-0974165
--------------------------------------------------------------------------------
(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

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 iVoice.com's. common stock, $.01 par value, outstanding as
of March 31, 2000                                                  65,373,561

<PAGE>

                                IVOICE.COM, INC.
                              FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

PART I.   FINANCIAL INFORMATION

          Item 1. Financial Statements

                  Balance Sheets - March 31, 2000 and December 31, 1999      1

                  Statements of Operation -
                  For the Three Months Ended March 31, 2000 and 1999         2

                  Statements of Cash Flows -
                  For the three months ended March 31, 2000 and 1999       3 - 4

                  Notes to the financial statements                        5 - 9

          Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     10 -11

PART II.  OTHER INFORMATION

          Item 1. Legal Proceedings                                         12

          Item 2. Changes in Securities                                     12

          Item 3. Defaults upon Senior Securities                           12

          Item 4. Submission of Matters to a Vote of Security Holders       12

          Item 5. Other Information                                         12

          Item 6. Exhibits and Reports on Form 8-K                       12 - 14
<PAGE>

                                IVOICE.COM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   March 31,    December 31,
                                                                     2000          1999
                                                                 -----------    -----------
                                                                 (Unaudited)
<S>                                                              <C>            <C>
    ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                      $    70,963    $   195,861
  Accounts receivable, net of allowance for
   doubtful accounts of $57,500 and $50,000                          267,550         31,726
  Inventory                                                            8,870         10,140
  Prepaid expenses and other current assets                           50,000         52,100
  Debt issue costs                                                   399,791        362,541
                                                                 -----------    -----------
    Total current assets                                             797,174        652,368

PROPERTY AND EQUIPMENT, net of accumulated
 depreciation of $21,540 and $17,836                                  61,864         55,408

OTHER ASSETS
Software license costs, net of accumulated
 amortization of $81,600 and $54,400                                 462,400        489,600
Deposits and other assets                                             11,100             --
                                                                 -----------    -----------
  Total other assets                                                 473,500        489,600
                                                                 -----------    -----------

    TOTAL ASSETS                                                 $ 1,332,538    $ 1,197,376
                                                                 ===========    ===========

    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Accounts payable and accrued expenses                         $   199,513    $   181,754
   Legal settlement payable                                               --      4,800,000
   Due to related parties                                             21,000         21,000
   Convertible debentures                                            500,000        350,000
                                                                 -----------    -----------
     Total liabilities                                               720,513      5,352,754
                                                                 -----------    -----------

COMMITMENTS AND CONTINGENCIES                                             --             --

STOCKHOLDERS' DEFICIENCY
   Common stock, series A - par value $.01; authorized
    150,000,000 and 75,000,000 shares, 65,373,561
    54,093,663 issued and outstanding                                653,736        540,937
   Common stock, series B - no par value; authorized,
    issued and outstanding 700,000 shares                                 70             70
   Additional paid in capital                                      6,485,491      1,395,671
   Accumulated deficit                                            (6,527,272)    (6,092,056)
                                                                 -----------    -----------
     Total stockholders' deficiency                                  612,025     (4,155,378)
                                                                 -----------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY              $ 1,332,538    $ 1,197,376
                                                                 ===========    ===========
</TABLE>

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


                                      - 1 -
<PAGE>

                                IVOICE.COM, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                             For the Three Months Ended
                                                                      March 31,
                                                            ---------------------------
                                                               2000              1999
                                                            ---------          --------
<S>                                                         <C>                <C>
SALES, net                                                  $ 397,348          $ 99,615

COST OF SALES                                                 101,677            58,315
                                                            ---------          --------
GROSS PROFIT                                                  295,671            41,300
                                                            ---------          --------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
   Selling expenses                                           112,987             1,462
   General and administrative expenses                        425,627            62,195
   Research and development                                     9,620                --
   Bad debt expense                                             7,500            10,625
   Provision for obsolescence                                      --                --
   Depreciation and amortization                               30,903               798
                                                            ---------          --------
Total selling, general and administrative expenses            586,637            75,080
                                                            ---------          --------

LOSS FROM OPERATIONS                                         (290,966)          (33,780)

OTHER EXPENSE
   Interest expense                                          (144,250)               --
                                                            ---------          --------
Total other expenses                                          144,250                --
                                                            ---------          --------

LOSS BEFORE INCOME TAXES                                     (435,216)          (33,780)

PROVISION FOR INCOME TAXES                                         --                --
                                                            ---------          --------
NET LOSS                                                    $(435,216)         $(33,780)
                                                            =========          ========
NET LOSS PER COMMON SHARE
   Basic                                                    $   (0.01)         $ (.00 )
                                                            =========          ========
   Diluted                                                  $   (0.01)         $ (.00 )
                                                            =========          ========
</TABLE>

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

                                      - 2 -

<PAGE>

                                IVOICE.COM, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                      For the Three Months Ended
                                                              March 31,
                                                        ---------------------
                                                          2000        1999
                                                        ---------    --------
CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                              $(435,216)   $(33,779)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities
  Depreciation and amortization                            30,903         798
  Bad debt expense                                          7,500      10,625
  Provision for obsolescence                                   --          --
  Legal settlement expense                                     --          --
  Interest expense                                        144,250          --
  Common stock issued for consulting services             252,619          --
  Common stock issued for compensation                         --          --
  Stock options issued as compensation                         --          --
    Changes in certain assets and liabilities:
      Accounts receivable                                (243,324)      4,457
        Inventory                                           1,270       1,850
Accounts payable and accrued liabilities                   17,759     (30,799)
Legal settlement payable                                 (300,000)         --
Other assets                                               (9,000)         --
Deferred revenue                                               --      16,172
                                                        ---------    --------
Total cash provided by (used in) operating activities    (533,239)    (30,676)
                                                        ---------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                      (10,159)         --
                                                        ---------    --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for exercise of options        300,000          --
  Prepaid offering and debt issue costs                   (31,500)         --
  Repayment of notes payable                                   --          --
  Sale of convertible debentures                          150,000          --
                                                        ---------    --------
Total cash provided by (used in) financing activities     418,500          --
                                                        ---------    --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                (124,898)    (30,676)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR             195,861      71,328
                                                        ---------    --------
CASH AND CASH EQUIVALENTS - END OF YEAR                 $  70,963    $ 40,652
                                                        ---------    --------

CASH PAID DURING THE YEAR FOR:
  Interest expense                                      $            $     --
                                                        =========    ========
  Income taxes                                          $            $     --
                                                        =========    ========

The accompanying notes are an integral part of the financial statement.2


                                      - 3 -
<PAGE>

                                IVOICE.COM, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                      FOR THE QUARTER ENDED MARCH 31, 2000

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

a) During the three months ended March 31, 2000, the Company converted a
   $4,500,000 legal settlement payable into 2,000,000 shares of its class A
   restricted common stock.

b) During the three months ended March 31, 2000, the Company issued $150,000 of
   its 12% convertible debentures exercisable at a 50% conversion price. The 50%
   conversion discount totaling $150,000 was recorded as a prepaid debt issue
   cost and will be amortized over the life of the debt.

c) During the three months ended March 31, 2000, the Company issued 100,000
   shares of its restricted class A common stock for services valued at
   $234,000.

d) During the three months ended March 31, 2000, 179,898 of options were
   exercised at the strike price of $0.1035 per share. These shares were
   exercised for $18,619 of services performed by the option holder.

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

                                      - 4 -
<PAGE>

                                IVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        a)  Basis of Presentation
            The accompanying financial statements have been prepared in
            accordance with generally accepted accounting principles 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 balance sheet of the Company as of December 31, 1999
            has been derived from the audited balance sheet of the Company as of
            that date.

            For further information, refer to the financial statements and
            footnotes included in Form 10-SB for the year ended December 31,
            1999.

            The result of operations for the three month periods ended March 31,
            2000 and 1999 are not necessarily indicative of the results to be
            expensed for the full year.

            The accompanying financial statements include the accounts of
            iVoice.com, Inc. (the "Company" or "iVoice"), formerly known as
            Visual Telephone International, Inc. ("Visual"), which was
            incorporated under the laws of Utah on December 2, 1995,
            subsequently changed to Delaware.

            Effective May 21, 1999, Visual and International Voice Technologies,
            Corp. ("IVT") entered into a merger agreement whereby the Company
            would be the surviving entity (see Note 2 for Reorganization). As a
            result, IVT's former shareholder obtained control of Visual. For
            accounting purposes, this acquisition has been treated as a
            recapitalization of IVT.

            The Company is publicly traded and is currently exempt from the
            requirement to register with a non-reporting public company traded
            on the Over The Counter Bulletin Board ("OTCBB"). The Company is
            required to become a fully reporting company by May 24, 2000 in
            order to continue to be quoted on the OTCBB.

                                     - 5 -

<PAGE>

                                IVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        b)  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:

                                                      As of March 31,
                                                 --------------------------
                                                    2000            1999
                                                 -----------     ----------
            Basic and Diluted EPS                 57,438,638     10,000,000
                                                 ===========     ==========

NOTE 2 -    CONVERTIBLE DEBENTURES

            As of March 31, 2000 and December 31, 1999, convertible debentures
            consisted of ten and six notes payable totaling $500,000 and
            $350,000, respectively, bearing interest at 12% per annum payable on
            December 1, 2000. These debentures are convertible into shares of
            the Company's Class A Common Stock at the option of the holder by
            dividing the outstanding principal and interest by the conversion
            price which shall equal 50% of the average bid price during the 20
            trading days before the conversion date. The convertible debentures
            are subject to default if the Company has not registered its shares
            under a regulation offering within 150 days of the effective date of
            the debentures.

NOTE 3 -    COMMITMENTS AND CONTINGENCIES

            a)    The Company was a party to a lawsuit initiated by an
                  individual on November 1, 1999 relating to an investment made
                  into an entity called IVS Corp. ("IVS"). This investment was
                  made between the years 1994 and 1996. IVS was incorporated in
                  1993 and ceased operations in November, 1997. The majority
                  shareholder of IVS is the majority shareholder and CEO of the
                  Company. The Company believes this lawsuit should not exceed
                  $500,000 and accordingly has established a reserve in accounts
                  payable and accrued expenses. The Company settled this lawsuit
                  during March 2000. During February 2000, the Company settled a
                  lawsuit (see Note 8F). As settlement, the Company paid
                  $300,000 in cash and issued 2,000,000 shares of its Class A
                  common stock.


                                      - 6 -
<PAGE>

                                IVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000

NOTE 3 -    COMMITMENTS AND CONTINGENCIES (Continued)

            b)    On March 27, 2000, the Company entered into a definitive
                  agreement to acquire MaiSoft, Inc. ("MaiSoft"). MaiSoft
                  possesses unified messaging technology which will be
                  integrated with the Company's present technology. The terms of
                  the agreement specify that the Company will pay $1,000,000 in
                  cash and issue 2,400,000 shares of its class A common stock in
                  exchange for certain assets of Maisoft. The agreement is
                  subject to a repricing mechanism after one year based upon
                  certain levels of the Company's common stock price. As of the
                  date of this report, this transaction has not closed.

NOTE 4 -    COMMON STOCK

            The company has two issuances of common stock:

            a)    Class A Common Stock
                  Class A common stock consists of the following as of March 31,
                  2000 and December 31, 1999: 150,000,000 and 75,000,000 shares
                  of authorized common stock with a par value of $.01,
                  respectively. Class A stock has voting rights of 1:1 and as of
                  March 31, 2000 and December 31, 1999, 65,373,561 and
                  54,083,663 were issued and outstanding, respectively.

                  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. As of March 31, 2000 and December 31, 1999, the
                  Company has not paid any dividends on its Common Stock.

            b)    Class B Common Stock
                  Class B Common Stock consists of 700,000 shares of authorized
                  common stock with no intrinsic value. Class B stock has voting
                  rights of 100 to 1 with respect to Class A Common Stock. As of
                  March 31, 2000 and December 31, 1999, 700,000 shares were
                  issued and outstanding. Class B common stockholders are not
                  entitled to receive dividends (see Note 5c).


                                      - 7 -
<PAGE>

                                IVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000

NOTE 5 -    SUBSEQUENT EVENTS

a)             On April 21, 2000, the Company executed an agreement and plan of
               reorganization with ThirdCAI, Inc. ("ThirdCAI"), a fully
               reporting holding company. The agreement stipulates that ThirdCAI
               and the Company would be merged and the Company would be the
               surviving entity. The Company will issue 50,000 shares for all
               outstanding shares of ThirdCAI. A finders fee of $150,000 is also
               payable in relation to the agreement

b)             On April 19, 2000, the Company entered into a letter of intent
               with an investment banking firm to issue a minimum of $1,000,000
               and a maximum of $5,000,000 of 6% convertible debentures, due in
               one year, on a "best efforts" basis, as follows:

                  i) $1,000,000 to $2,500,000 funded by May 10, 2000; and
                  ii) $1,000,000 to $2,500,000 funded within 60 days of the
                  initial closing on May 10, 2000.

               The debentures are convertible at the lessor of :

                  (a)   50% discount of the lowest closing bid price from April
                        18, 2000 until the date of the initial closing; or

                  (b)   a 50% discount, utilizing a twenty (20) day average
                        closing bid price to the market price at the time of
                        conversion for the first $2,500,000 raise. The second
                        $2,500,000 raise will be convertible at a 50% discount,
                        utilizing a twenty (20) day average closing bid price to
                        the market price at the time of conversion. The
                        Debenture may be converted at any time and must be
                        converted within one year from the date of an effective
                        registration.

               The debentures and underlying securities shall be registered by
               an appropriate registration statement filed no later than sixty
               (60) days from the date of the initial closing of this offering.

c)             On April 24, 2000, the Company filed to amend its Articles of
               Incorporation to state that Class B common stock is convertible
               into its Class A common stock at a conversion rate of one share
               of Class B common stock for one hundred shares of Class A common
               stock. The conversion ratio is in relation to the voting ratio.


                                      - 8 -
<PAGE>

                                IVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2000

NOTE 5 -    SUBSEQUENT EVENTS (Continued)

d)             On April 24, 2000, the Company terminated its agreement with
               their former investment banking firm. The Company has agreed to
               issue shares of its restricted Class A common stock as settlement
               for all obligations relating to their agreement. This settlement
               is not yet finalized.

e)             During April 2000, the Company issued 37,500 shares of its Class
               A common stock for services rendered.

f)             During April 2000, the Company sold 1,750,000 shares of its Class
               A commons stock for approximately $750,000.

g)             On April 24, 2000, the Company entered into discussions to issue
               100,000 shares of its Class A common stock to the 12% convertible
               debenture holders, to extend the default term of the debentures
               for a period of six months.


                                      - 9 -
<PAGE>

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

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

RECENT DEVELOPMENTS

March 31, 2000 Versus Year Ended March 31, 1999

Revenues are derived primarily from the sale of voice and computer technology
communication systems for small-to-medium sized businesses and corporate
departments. Total revenues for the three months ended March 31, 2000 were
approximately $397,348 as compared to approximately $99,615 for the three months
ended March 31, 1999 an increase of approximately $297,733 or 299%. The increase
was primarily the result of the Company's increased marketing efforts.

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 completion
of the installation. The Company recognizes its revenue using the percentage of
completion method. The Company accepts company checks or Visa/Mastercard. The
increase in receivable is due to the recording of two large sales in March 2000.

Gross margin for the quarter ended March 31, 2000 was approximately $295,671 or
74.4% as compared to approximately $41,300 or 41.4% for the three months ended
March 31, 1999. The gross margin is dependent, in part, on product mix, which
fluctuates from time to time; complexity of a communication system installation
which determines necessary hardware requirements and may not have a
proportionate relationship with the system selling price; and the ability of
company technology personnel to efficiently configure and install the Company's
communication products. The increase in gross margin from the first quarter of
1999 was primarily due to the recognition of revenues on projects that were not
hardware intensive and improved installation and configuration efficiencies.

Operating expenses increased from $75,080 for the three months ended March 31,
1999 to $586,637 for the three months ended March 31, 2000 or an increase of
$511,557. This increase is a result of increase of $363,432 in general and
administrative expenses attributable to commissions and salaries to the
Company's executives, an increase of $111,525 in selling expenses , an increase
in depreciation of $30,105.

The loss from operations for the three months ended March 31, 2000 was $30,105
compared to $33,780 for the thre months ended March 31, 1999 or an increase of
$257,186.

Interest expense of $144,250 was incurred in relation to the amortization of
debt issue costs.


                                     - 10 -
<PAGE>

                         Liquidity and Capital Resources

The Company is funding its current operations principally from its operations.
However, the Company is operating on a negative cash flow basis and anticipates
it will require additional financing during the final quarter of 2000. To
achieve the Company's growth potential it will requires additional amounts of
capital. There is no assurance that the Company can obtain any such financing on
terms that will enable the Company to implement its long-term growth strategy.
According, the Company's viability for the foreseeable future is questionable if
additional funding is not obtained. The Company will attempt to obtain such
funds through venture capital, or other private or public financing. Currently,
the Company is not seeking funding. The Company has started to reduce spending
in order to cover day to day operations as best as possible with current cash
flow. However, there can be no assurance that such funds will be available, or
if available, the cost of such funds to the Company.


                                     - 11 -
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

iVoice.com, Inc. was a party to a lawsuit initiated by a Michael Wong on
November 1, 1999 for a $300,000 investment by Wong into an entity called IVS
between the years 1994 and 1996. This action was filed at the United States
District Court, the Eastern District of New York. IVS was incorporated in 1993
and ceased operations in November, 1997. Wong is claiming rights to some assets
of IVS were transferred out of IVS. The majority shareholder of IVS was Jerome
Mahoney, who is the CEO of iVoice.com. This action was filed at the U.S.
District court, E.D.N.Y. at the Clerks Office Long Island Courthouse, case
number CV-99 7078.

iVoice.com was the result of a reverse merger on May 21, 1999 between
International Voice Technologies (IVT), a private Delaware corporation
established on December 17, 1997, and Visual Telephone International, the public
entity.

ITEM 2.  CHANGE IN SECURITIES

                                           Amount of
     Date of                              Securities      Description of the
   Transaction    Type of Securities         Sold             Transaction
  -------------  --------------------    -------------  ----------------------
                                                         Services rendered
     2/18/00            Common                 100,000   valued at $234,000
                                                         Settlement of legal
                                                           issues valued at
     2/10/00            Common               2,000,000     $4,500,000
                                                         Option exercised
     3/21/00            Common               9,000,000   valued at $300,000
                                                         Services rendered
     3/14/00            Common                 179,898   valued at $18,619

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

                 27.1 - Financial Data Table

      (b)   Reports filed on Form 8-K.

                 None.


                                     - 12 -
<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 therunto duly authorized.


                                 iVoice.com, Inc.


                                 By: /s/ Jerome R. Mahoney
                                 Jerome R. Mahoney, President


                                     - 13 -