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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2007

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

                         Commission File No. 333-120490

                             IVOICE TECHNOLOGY, INC.
             (Exact name of the Registrant as specified in Charter)

       NEW JERSEY                                            20-1862731
(State of Incorporation)                             (I.R.S. Employer ID Number)

                    750 HIGHWAY 34, MATAWAN, NEW JERSEY 07747
               (Address of Principal Executive Offices) (Zip Code)

          REGISTRANT'S TELEPHONE NO. INCLUDING AREA CODE: 732-441-7700

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

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

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

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Securities Act). Yes [ ] No [X]

Indicate the number of shares outstanding of the issuer's common stock, as of
the latest practical date: 95,260,041shares of Class A Common stock, no par
value as of November 12, 2007.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
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<PAGE>

                             IVOICE TECHNOLOGY, INC
                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

              PART I - FINANCIAL INFORMATION

Item 1.       Condensed Financial Statements (Unaudited):

              Condensed Balance Sheet - September 30, 2007                   1

              Condensed Statements of Operation -
              Three and Nine Months Ended September 30, 2007 and 2006        2

              Condensed Statements of Cash Flows -
              Nine Months Ended September 30, 2007 and 2006                  3

              Notes to Condensed Financial Statements                       4-15

Item 2.       Management's Discussion and Analysis or
              Plan of Operation                                            16-22

Item 3.       Controls and Procedures                                       21

Item 3A (t).  Controls and Procedures                                      21-22


              PART II - OTHER INFORMATION

Item 6.       Exhibits                                                      24

Index of Exhibits                                                           25

<PAGE>

ITEM 1 - FINANCIAL STATEMENTS

                             IVOICE TECHNOLOGY, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
ASSETS                                                             SEPTEMBER 30,
                                                                       2007
                                                                   ------------
Current assets:
   Cash and cash equivalents                                       $   126,076
   Accounts receivable, net of allowance for doubtful
     accounts of $ 8,250                                                 8,833
   Prepaid expenses and other current assets                             7.690
                                                                   -----------
Total current assets                                                   142,599

Property and equipment, net                                                914
                                                                   -----------
Total assets                                                       $   143,513
                                                                   ===========


LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued expenses                           $   622,185
   Due to related parties                                              206,412
   Deferred maintenance contracts                                       19,594
   Notes payable to related parties                                    178,860
   Convertible debenture, net of unamortized debt
     discount of $582,482                                              100,233
   Derivative liability                                              1,065,873
                                                                   -----------
Total current liabilities                                            2,193,157
                                                                   -----------


Stockholders' Deficit:
    Preferred stock, $1.00 par value; authorized 1,000,000
        shares; no shares issued and outstanding                          --
   Common stock:
         Class A - no par value; authorized 10,000,000,000
            shares; 60,873,171 shares issued; 59,678,688
            shares outstanding and 1,194,483 shares in escrow          335,707
          Class B - $.01 par value; authorized 50,000,000
              shares; no shares issued and outstanding                    --
          Class C - $.01 par value; authorized 20,000,000
              shares;  no shares issued and outstanding                   --
   Additional paid-in capital                                        7,067,490
   Accumulated deficit                                              (9,452,841)
                                                                   -----------
Total stockholders' deficit                                         (2,049,644)
                                                                   -----------
Total liabilities and stockholders' deficit                        $   143,513
                                                                   ===========

See accompanying notes to condensed financial statements

                                        1
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                        CONDENSED STATEMENTS OF OPERATION
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                           Three Months Ended                 Nine Months Ended
                                                     ------------------------------    ------------------------------
                                                     September 30,    September 30,    September 30,    September 30,
                                                          2007             2006             2007             2006
                                                     -------------    -------------    -------------    -------------
<S>                                                  <C>              <C>              <C>              <C>
Net sales                                            $      21,622    $       5,425    $      56,042    $      63,475

Cost of sales                                                2,272              834            2,272            4,224
                                                     -------------    -------------    -------------    -------------

Gross margin                                                19,350            4,591           53,770           59,251
                                                     -------------    -------------    -------------    -------------

Operating expenses:
  Selling and marketing expenses                              --               --               --                175
  General and administrative expenses                       91,780           87,493          285,618          289,844
  Engineering, research, & development                        --             12,231            9,455           33,323
                                                     -------------    -------------    -------------    -------------

Total operating expenses                                    91,780           99,724          295,073          323,342
                                                     -------------    -------------    -------------    -------------

     Loss from operations                                  (72,430)         (95,133)        (241,303)        (264,091)
                                                     -------------    -------------    -------------    -------------

Other income (expense):
  Interest income                                              780            1,664            2,527            4,569
  Interest expense                                         (17,142)         (31,010)         (48,305)        (154,975)
  Amortization of debt discount                            (58,759)            --           (117,518)            --
  Gain (loss) on valuation of derivative                   171,366             --           (365,873)            --
                                                     -------------    -------------    -------------    -------------

Total other income (expense)                                96,245          (29,346)        (529,169)        (150,406)
                                                     -------------    -------------    -------------    -------------

Income (loss) before taxes                                  23,815         (124,479)        (770,472)        (414,497)

Provision for income taxes                                    --               --               --               --
                                                     -------------    -------------    -------------    -------------

Net income (loss) attributable to
    Common shares                                    $      23,815    $    (124,479)   $    (770,472)   $    (414,497)
                                                     =============    =============    =============    =============

Basic income (loss) per common share                 $       (0.00)   $       (0.01)   $       (0.02)   $       (0.02)

Diluted income (loss) per common share               $       (0.00)   $       (0.01)   $       (0.02)   $       (0.02)


Weighted average shares outstanding
     Basic                                              50,955,039       24,468,652       36,307,500       19,506,622
     Diluted                                           204,133,986       24,468,652       36,307,500       19,506,622
</TABLE>

See accompanying notes to condensed financial statements

                                        2
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                    NINE MONTHS ENDED
                                                             ------------------------------
                                                             SEPTEMBER 30,     SEPTEMBER 30,
                                                                 2007              2006
                                                             ------------      ------------
<S>                                                          <C>               <C>
Cash flows from operating activities:
Net loss                                                     $   (770,472)     $   (414,497)
Adjustments to reconcile net loss to net
    cash used in operating activities:
       Depreciation                                                   351               351
       Loss on valuation of derivative                            365,873              --
       Amortization of discount on debt                           117,518              --
       Common stock issued for directors' fees                       --              17,176
       Common stock issued for legal services                        --              30,000
       Common stock issued for repayment of
           deferred compensation                                     --              64,874

Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                      (3,000)           19,152
    Decrease (increase) in prepaid expenses                           943              (142)
    Increase in accounts payable and accrued liabilities          164,941            67,065
    Decrease in customer deposits                                    --             (21,050)
    Increase in amounts due to related parties                     27,112            49,337
    Increase in deferred maintenance contracts                      4,273             4,509
                                                             ------------      ------------

Net cash (used in) operating activities                           (92,461)         (183,225)
                                                             ------------      ------------

Cash flows from financing activities:
    Issuance of common stock through equity financing              49,536           139,334
    Cost of issuance of common stock through equity
      financing                                                   (10,080)          (21,784)
                                                             ------------      ------------

Net cash provided by financing activities                          39,456           117,550
                                                             ------------      ------------

Net (decrease) in cash and cash equivalents                       (53,005)          (65,675)

Cash and cash equivalents at beginning of period                  179,081           279,332
                                                             ------------      ------------

Cash and cash equivalents at end of period                   $    126,076      $    213,657
                                                             ============      ============

During the period, cash was paid for the following:
   Taxes paid                                                $       --        $       --
   Interest paid                                             $       --        $       --

Non-Cash Transaction
   Note payable converted to convertible debenture           $    700,000      $       --
   Convertible debenture converted to common stock           $     17,285      $       --
   Common stock issued for director fees                     $       --        $     17,176
   Common stock issued for legal services                    $       --        $     30,000
   Common stock issued for director fees                     $       --        $     64,874
</TABLE>

See accompanying notes to condensed financial statements

                                        3
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2007 AND 2006

NOTE 1. BACKGROUND

iVoice Technology, Inc. ("iVoice Technology" or the "Company") was incorporated
under the laws of New Jersey on November 10, 2004 as a wholly owned subsidiary
of iVoice, Inc. ("iVoice"). The Company received by assignment all of the
interests in and rights and title to, and assumed all of the obligations of, all
of the agreements, contracts, understandings and other instruments of iVoice
Technology, Inc., a Nevada corporation and affiliate of the Company. When we
refer to or describe any agreement, contract or other written instrument of the
Company in these notes, we are referring to an agreement, contract or other
written instrument that had been entered into by iVoice Technology Nevada and
assigned to the Company.

While iVoice has been engaged in the speech recognition software and
computerized telephony business since 1997, iVoice management sought to leverage
the value of underutilized developed technology and believed that the transition
to an independent company will provide iVoice Technology with greater access to
capital. This should provide needed financial resources to potentially penetrate
the market and distribute the product. On September 1, 2004, the Board of
Directors of iVoice, resolved to pursue the separation of iVoice software
business into three publicly owned companies. iVoice will continue to focus on
its own computerized telephony technology and related business development
operations. iVoice Technology will continue to develop, market and license the
Interactive Voice Response line of computerized telephony software.

A spin-off transaction was accomplished, on August 5, 2005, by the assignment,
contribution and conveyance of certain intellectual property, representing the
software codes of speech recognition, and certain accrued liabilities and
related party debt into iVoice Technology (the "Spin-off"). The Class A Common
Stock shares of the Company were distributed to iVoice shareholders in the form
of a taxable special dividend distribution.

In conjunction with the Spin-off, iVoice Technology entered into a temporary
administrative service agreement with iVoice. iVoice presently continues to
provide administrative services to the Company on a month to month basis until
the Company is able to replace the services provided by iVoice.

On August 5, 2005, iVoice Technology assumed $190,000 in accrued liabilities and
related party debt incurred by iVoice. The debt assumed is convertible into
iVoice Technology Class B Common Stock at the option of the holder as later
described in these notes.

On August 4, 2005, the Company received notice from the SEC that the
registration statement to effectuate the Spin-off of the iVoice Technology from
iVoice was declared effective and the Company immediately embarked on the
process to spin off the iVoice Technology from iVoice.

                                        4
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 2. BUSINESS OPERATIONS

The Company will continue to develop market and license the Interactive Voice
Response ("IVR"), software which was developed by iVoice. The Company's
Interactive Voice Response line is designed to read information from and write
information to, databases, as well as to query databases and return information.

IVR is an application generator that allows full connectivity to many databases,
including Microsoft Access, Microsoft Excel, Microsoft Fox Pro, and Paradox, or
to standard text files. The IVR software is sold as an application generator
that gives the end user the ability to develop its own customized IVR
applications or as a customized turnkey system. IVR performs over 40 different
customizable commands. Examples of IVR range from simply selecting announcements
from a list of options stored in the computer (also known as audio text) to more
complex interactive exchanges such as querying a database for information.

iVoice Technology may seek to expand its operations through additional sales and
marketing activities and the acquisition of additional businesses. Any potential
acquired additional businesses may be outside the current field of operations of
iVoice Technology. iVoice Technology may not be able to identify, successfully
integrate or profitably manage any such businesses or operations. Currently,
iVoice Technology has no plans, proposals or arrangements, either orally or in
writing, regarding any proposed acquisitions, and is not considering any
potential acquisitions.


NOTE 3. GOING CONCERN

The accompanying 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. The Company relies
on iVoice, Inc. for administrative, management, research and other services.

As of September 30, 2007, 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 balance sheets is dependent upon continued operations of the
Company, which in turn, is dependent upon the Company's ability to raise capital
and/or generate positive cash flow from operations.

Management plans on developing new products and increasing their sales to
existing customers, to achieve profitability and to generate a positive cash
flow. Management has also received assurances from Cornell Capital Partners that
they can continue to draw down on their SEDA to fund the working capital needs.

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.

                                        5
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

The accompanying condensed unaudited interim financial statements included
herein have been prepared, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). The condensed financial
statements and notes are presented as permitted on Form 10-QSB and do not
contain information included in the Company's annual statements and notes.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these condensed financial statements be read in conjunction with the December
31, 2006 audited financial statements and the accompanying notes thereto. While
management believes the procedures followed in preparing these condensed
financial statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures that will be
accomplished by the Company later in the year. These results are not necessarily
indicative of the results to be expected for the full year.

These condensed unaudited financial statements reflect all adjustments,
including normal recurring adjustments, which, in the opinion of management, are
necessary to present fairly the operations and cash flows for the periods
presented.

b) Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

c) Revenue Recognition

The Company derives its revenues from the licensing of its software product and
optional customer support (maintenance) service. The Company's standard license
agreement provides for a one-time fee for use of the Company's product in
perpetuity for each computer or CPU in which the software will reside. The
Company's software application is fully functional upon delivery and
implementation and does not require any significant modification or alteration.
The Company also offers customers an optional annual software maintenance and
support agreement for the subsequent one-year periods. Such maintenance and
support services are free for the first year the product is licensed and is
considered the warranty period. The software maintenance and support agreement
provides free software updates, if any, and technical support the customer may
need in deploying or changing the configuration of the software. Generally, the
Company does not license its software in multiple element arrangements whereby
the customer purchases a combination of software and maintenance. In a typical
arrangement, software maintenance services are sold

                                        6
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

separately from the software product; are not considered essential to the
functionality of the software and are purchased at the customer's option upon
the completion of the first year licensed.

The Company does not offer any special payment terms or significant discount
pricing. Normal and customary payment terms require payment for the software
license fees when the product is shipped. Payment for software maintenance is
due prior to the commencement of the maintenance period. It is also the
Company's policy to not provide customers the right to refund any portion of its
license fees. With respect to the sale of software license fees, the Company
recognizes revenue in accordance with Statement of Position 97-2, software
Revenue Recognition (SOP 97-2), as amended, and generally recognizes revenue
when all of the following criteria are met: (1) persuasive evidence of an
arrangement exists generally evidenced by a signed, written purchase order from
the customer, (2) delivery of the software product on Compact Disk (CD) or other
means to the customer has occurred, (3) the perpetual license fee is fixed or
determinable and (4) collectability, which is assessed on a customer-by-customer
basis, is probable.

With respect to customer support services, upon the completion of one year from
the date of sale, considered to be the warranty period, the Company offers
customers an optional annual software maintenance and support agreement for
subsequent one-year periods. Sales of purchased maintenance and support
agreements are recorded as deferred revenue and recognized over the respective
terms of the agreements.

d) Product Warranties

The Company estimates its warranty costs based on historical warranty claims
experience in estimating potential warranty claims. Due to the limited sales of
the Company's products, management has determined that warranty costs are
immaterial and has not included an accrual for potential warranty claims.
Presently, costs related to warranty coverage are expensed as incurred. Warranty
claims are reviewed quarterly to verify that warranty liabilities properly
reflect any remaining obligation based on the anticipated expenditures over the
balance of the obligation period.

e) Research and development costs

Research and development costs are charged to expense as incurred.

f) Advertising Costs

Advertising costs are expensed as incurred and included in selling expenses.

g) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. There were no cash
equivalents at September 30, 2007.

                                        7
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

g) Cash and Cash Equivalents (continued)

The Company maintains cash and cash equivalent balances at a financial
institution that is insured by the Federal Deposit Insurance Corporation up to
$100,000. The uninsured cash balances at September 30, 2007, were $28,453.

h) Property and Equipment

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

i) Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board ("FASB") of Financial Accounting Standards ("SFAS") No. 109, "Accounting
for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

j) Derivative Liabilities

The Company accounts for its embedded conversion features in its convertible
debentures in accordance with SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which requires a periodic valuation of
their fair value and a corresponding recognition of liabilities associated with
such derivatives, and EITF 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock. The
recognition of derivative liabilities related to the issuance of convertible
debt is applied first to the proceeds of such issuance as a debt discount, at
the date of issuance, and the excess of derivative liabilities over the proceeds
is recognized as "Loss on Valuation of Derivative" in other expense in the
accompanying financial statements.. Any subsequent increase or decrease in the
fair value of the derivative liabilities is recognized as other expense or other
income, respectively. The financial statements for the period ended September
30, 2007 include the recognition of the derivative liability on the underlying
securities issuable upon conversion of the Convertible Debentures with Cornell
Capital.

k) Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation.

                                        8
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

l) Fair Value of Instruments

The carrying amount reported in the condensed balance sheet for cash and cash
equivalents, deposits, prepaid expenses, accounts payable, and accrued expenses
approximate fair value because of the immediate or short-term maturity of these
financial instruments. The carrying amount reported for notes payable
approximates fair value because, in general, the interest on the underlying
instruments fluctuates with market rates.

NOTE 5. EARNINGS (LOSS) 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 Company's basic loss per common share is based on net loss for the relevant
period, divided by the weighted average number of common shares outstanding
during the period. Diluted loss per common share is based on net loss, divided
by the weighted average number of common shares outstanding during the period,
including common share equivalents, such as outstanding stock options.
<TABLE><CAPTION>
                                                                         THREE MONTHS ENDED      THREE MONTHS ENDED
                                                                         SEPTEMBER 30, 2007      SEPTEMBER 30, 2006
<S>                                                                      <C>                     <C>
BASIC NET INCOME (LOSS) PER SHARE COMPUTATION:
  Net income (loss) attributable to common stockholders                    $      23,815           $    (124,479)
  Weighted-average common shares outstanding                                  50,955,039              24,468,652
  Basic net income (loss) per share attributable to common
      Stockholders                                                         $        0.00           $       (0.01)
DILUTED NET INCOME (LOSS) PER SHARE COMPUTATION
  Net income (loss) attributable to common stockholders                    $      23,815           $    (124,479)
  Weighted-average common shares outstanding                                  50,955,039              24,468,652
  Incremental shares attributable to the assumed conversion of
      note payable                                                           153,178,947                     --
  Total adjusted weighted-average shares                                     204,133,986              24,468,652
  Diluted net income (loss) per share attributable to
      common stockholders                                                  $        0.00           $       (0.01)

                                                                         NINE MONTHS ENDED       NINE MONTHS ENDED
                                                                         SEPTEMBER 30, 2007      SEPTEMBER 30, 2006
BASIC NET LOSS PER SHARE COMPUTATION:
  Net loss attributable to common stockholders                             $    (770,472)          $    (414,497)
  Weighted-average common shares outstanding                                  36,307,500              19,506,622
  Basic net loss per share attributable to common stockholders                     (0.02)                  (0.02)
DILUTED NET LOSS PER SHARE COMPUTATION
  Net loss attributable to common stockholders                             $    (770,472)          $    (414,497)
  Weighted-average common shares outstanding                                  36,307,500              19,506,622
  Incremental shares attributable to the assumed exercise of
       Note payable                                                                  --                      --
  Total adjusted weighted-average shares                                      36,307,500              19,506,622
  Diluted net loss per share attributable to common stockholders           $       (0.02)          $       (0.02)
</TABLE>

                                        9
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 6. RELATED PARTY TRANSACTIONS

In conjunction with the spin-off, iVoice Technology has entered into a temporary
administrative services agreement with iVoice. The administrative services
agreement will continue on a month-to-month basis until iVoice Technology has
found replacement services for those services being provided by iVoice or can
provide these services for itself.

The Company has assumed an outstanding promissory demand note in the amount of
$190,000 payable to Jerry Mahoney, President and Chief Executive Officer of
iVoice and Non-Executive Chairman of the Board of iVoice Technology. This amount
is related to funds loaned to iVoice and is unrelated to the operations of
iVoice Technology. The note will bear interest at the rate of prime plus 2.0%
per annum (9.75% at September 30, 2007) on the unpaid balance until paid.
Interest payments are due and payable annually. Under the terms of the
Promissory Note, at the option of the Note holder, principal and interest can be
converted into either (i) one share of Class B Common Stock of iVoice
Technology, Inc., par value $.01, for each dollar owed, (ii) the number of
shares of Class A Common Stock of iVoice Technology, Inc. calculated by dividing
(x) the sum of the principal and interest that the Note holder has requested to
have prepaid by (y) eighty percent (80%) of the lowest issue price of Class A
Common Stock since the first advance of funds under this Note, or (iii) payment
of the principal of this Note, before any repayment of interest. The Board of
Directors of the Company maintains control over the issuance of shares and may
decline the request for conversion of the repayment into shares of the Company.
As of September 30, 2007, the outstanding balance was $178,860, plus accrued
interest of $53,972. On May 8, 2007, the Company executed a Security Agreement
providing Jerome Mahoney, President and Chief Executive Officer of the Company,
with a security interest in all of the assets of the Company to secure the
promissory note dated August 5, 2005 and all future advances including, but not
limited to, additional cash advances: deferred compensation, deferred expense
reimbursement, deferred commissions and income tax reimbursement for the
recognition of income upon the sale of common stock for the purpose of the
holder advancing additional funds to the Company.

The Company entered into a five-year employment agreement with Jerome Mahoney to
serve as Non-Executive Chairman of the Board of Directors, effective August 1,
2004. The Company will compensate Mr. Mahoney with a base salary of $85,000 for
the first year with annual increases based on the Consumer Price Index. A
portion of Mr. Mahoney's compensation shall be deferred until such time that the
Board of Directors determines that the Company has sufficient financial
resources to pay his compensation in cash. As of September 30, 2007, the Company
has recorded $156,152 of deferred compensation due to Mr. Mahoney.

The Board has the option to pay Mr. Mahoney's compensation in the form of Class
B Common Stock. Mr. Mahoney will also be entitled to certain bonuses based on
mergers and acquisitions completed by the Company. Pursuant to the terms of the
Class B Common Stock, a holder of Class B Common Stock has the right to convert
each share of Class B Common Stock into the number of shares of Class A Common
Stock determined by dividing the number of Class B Common Stock being converted
by a 20% discount of the lowest price for which the Company had ever issued its
Class A Common Stock. On August 30, 2006 Mr. Mahoney was elected to the position
of President and Chief Executive Officer. Effective August 30, 2006, Mr. Mahoney
shall no longer serve as Non-Executive Chairman of the Board, but shall continue
to serve as the Company Secretary.

                                       10
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 6. RELATED PARTY TRANSACTIONS (CONTINUED)

On August 29, 2005, the Company entered into an employment agreement with Mark
Meller. Mr. Meller served as the Company's President, Chief Executive Officer
and Chief Financial Officer until August 29, 2006. As compensation, the Company
paid Mr. Meller a base salary of $85,000 the first year with an annual increase
based on the Consumer Price Index every year thereafter. Mr. Meller has agreed
to defer all but $20,000 of his compensation until such time that the Board of
Directors determines, in its sole discretion, that the Company has sufficient
financial resources to pay his compensation. The Board of Directors may also
elect to pay Mr. Meller the balance of his compensation in the form of Company
Class A or Class B Common Stock. As of September 30, 2007, total deferred
compensation due to Mr. Meller was $53,860.

NOTE 7. NOTE PAYABLE

On August 12 and November 19, 2004, iVoice Technology issued an aggregate of
$560,000 in secured convertible debentures, with interest payable at 5% per
annum, to Cornell Capital Partners L.P. The debentures were convertible at the
option of the holder only after our Class A Common Stock has commenced trading
on the Over-the-Counter Bulletin Board. On February 28, 2005, iVoice, Inc., on
behalf of the Company, renegotiated the terms and conditions with the holders of
its convertible debentures. The holders of the convertible debentures agreed to
exchange the convertible debentures for various promissory notes. The promissory
note is in the aggregate amount of $700,000, of which $560,000 was loaned
through the previously issued and exchanged convertible debentures in 2004 and
$140,000 was advanced on February 28, 2005. A commitment fee of 10% of the face
amount of the previously issued convertible debentures and recently issued
promissory note was paid at the time of each advance. The previously paid
commitment fees were credited against commitment fees due and owing against the
promissory note. The balance of the commitment fee owed from the recently issued
promissory note was paid on February 28, 2005, at the time that such $140,000
was advanced to the Company.

The note payable bears an interest at the rate of 12% per annum. Weekly
principal installments of $10,000, plus interest, were to commence on September
1, 2005 and continue on the first day of each calendar month thereafter until
the principal is paid in full. The promissory note matured on September 1, 2006
with a lump sum payment due of any remaining principal and/or interest. The
Company is in default of the payment schedule and therefore, the balance has
been recorded as a current liability. To date, no weekly principal payments have
been made.

The Company's obligations under the promissory note issued to Cornell Capital
Partners are secured by a first priority interest in substanially all of our
assets.

On April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture dated March 30, 2007 (the "Debenture") to Cornell Capital Partners,
LP. ("Cornell") for the sum of $700,000 in exchange for this note payable for
the same amount (see Note 8).

                                       11
<PAGE>
                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 8. DERIVATIVE LIABILITY

On April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture dated March 30, 2007 (the "Debenture") to Cornell Capital Partners,
LP. ("Cornell") for the sum of $700,000 in exchange for a previously issued note
payable for the same amount. The Debenture has a term of three years, and pays
interest at the rate of 5% per annum. Cornell has the right to convert a portion
or the entire outstanding principal into the Company's Class A Common Stock at a
Conversion Price equal to eighty percent (80%) of the lowest closing Bid Price
of the Common Stock during the five (5) trading days immediately preceding the
Conversion Date. Cornell may not convert the Debenture into shares of Class A
Common Stock if such conversion would result in Cornell beneficially owning in
excess of 4.9% of the then issued and outstanding shares of Class A Common
Stock. The Conversion Price and number of shares of Class A Common Stock
issuable upon conversion of the Debenture are subject to certain exceptions and
adjustment for stock splits and combinations and other dilutive events. Subject
to the terms and conditions of the Debenture, the Company has the right at any
time provided that as of the date of the Holder's receipt of a Redemption Notice
(i) the Closing Bid Price of the of the Common Stock, as reported by Bloomberg,
LP, is less than the Conversion Price and (ii) no Event of Default has occurred.
The Company shall pay an amount equal to the principal amount being redeemed
plus a redemption premium ("Redemption Premium") equal to twenty percent (20%)
of the principal amount being redeemed, and accrued interest, (collectively
referred to as the "Redemption Amount"). During the time that any portion of
this Debenture is outstanding, if any Event of Default has occurred, the full
principal amount of this Debenture, together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become at the
Holder's election, immediately due and payable in cash, provided however, the
Holder may request (but shall have no obligation to request) payment of such
amounts in Common Stock of the Company. Furthermore, in addition to any other
remedies, the Holder shall have the right (but not the obligation) to convert
this Debenture at any time after (x) an Event of Default or (y) the Maturity
Date at the Conversion Price then in-effect. As of September 30, 2007, the
outstanding balance on the Convertible Debenture was $682,715.

In accordance with Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities", ("FASB 133"),
the Company determined that the conversion feature of the Debenture met the
criteria of an embedded derivative, and therefore the conversion feature of this
Debenture needed to be bifurcated and accounted for as a derivative. The fair
value of the embedded conversion was estimated at the date of issuance using the
Black-Scholes model with the following assumptions: risk free interest rate:
5.6%; expected dividend yield: 0%: expected life: 3 years; and volatility:
383.29%. The conversion feature of the debenture should be recorded as a
derivative liability. As such, in March 2007 the Company recorded the conversion
options as a liability, recorded a debt discount of $700,000, and charged Other
Expense - Loss on Valuation of Derivative for $492,403, resulting primarily from
calculation of the conversion price. For the three months ended September 30,
2007, the Company recorded a Gain on Valuation of Derivative in the amount of
$171,366. For the nine months ended September 30, 2007, the Company recorded a
Loss on Valuation of Derivative in the amount of $365,873.

                                       12
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 9. SUBSCRIPTION AGREEMENT

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement (the "SEDA") with Cornell Capital Partners, LP ("Cornell
Capital Partners") (which was amended and restated on December 12, 2005) whereby
Cornell agrees to purchase up to $10 million of the Company's Class A Common
Stock over a two-year period. The shares issued under the SEDA must be first
registered under the Securities Act of 1933, as amended. The purchase price of
the Common Stock shall be at ninety-five percent (95%) of the lowest trading
price of the Company's Common Stock during the five consecutive trading day
period following the notification by the Company of its request for an advance
from Cornell under the SEDA. In connection with the SEDA, the Company entered
into an Escrow Agreement, Registration Rights Agreement and Placement Agent
Agreement. On April 16, 2007, the Company and Cornell entered into an Amendment
to the Amended and Restated Standby Equity Distribution Agreement dated as of
the 12th day of December 2005, which revised the restrictions upon the Company's
ability to sell equity.

NOTE 10. INCOME TAXES

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

At September 30, 2007 deferred tax assets consist of the following:

              Deferred tax assets                     $ 475,000
              Less: Valuation Allowance                (475,000)
                                                      ---------
              Net deferred tax assets                         0
                                                      =========

At September 30, 2007, the Company had a federal net operating loss carry
forward in the approximate amount of $1,189,000 available to offset future
taxable income. The Company established valuation allowances equal to the full
amount of the deferred tax assets due to the uncertainty of the utilization of
the operating losses in future periods.

NOTE 11. CAPITAL STOCK

Pursuant to iVoice Technology's certificate of incorporation, as amended, the
Company is authorized to issue 1,000,000 shares of Preferred Stock, par value of
$1.00 per share, 10,000,000,000 shares of Class A Common Stock, no par value per
share, 50,000,000 shares of Class B Common Stock, par value $0.01 per share, and
20,000,000 shares of Class C Common Stock, par value $0.01 per share. Below is a
description of iVoice Technology's outstanding securities, including Preferred
Stock, Class A Common Stock, Class B Common Stock and Class C Common Stock.

                                       13
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 11. CAPITAL STOCK (CONTINUED)

a) Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred Stock,
par value $1.00 per share. As of September 30, 2007, iVoice Technology has not
issued any shares of Preferred Stock.

b) Class A Common Stock

As of September 30, 2007, there are 10,000,000,000 shares of Class A Common
Stock authorized, no par value, and 60,873,171 shares were issued, 59,678,688
shares were outstanding, and 1,194,483 shares were issued pending conversion by
Cornell Capital Partners pursuant to the SEDA.

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 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 its growth objectives.

c) Class B Common Stock

As of September 30, 2007, there are 50,000,000 shares of Class B Common Stock
authorized, par value $.01 per share. Each holder of Class B Common Stock has
voting rights equal to 100 shares of Class A Common Stock. A holder of Class B
Common Stock has the right to convert each share of Class B Common Stock into
the number of shares of Class A Common Stock determined by dividing the number
of Class B Common Stock being converted by a 20% discount of the lowest price
that iVoice Technology, Inc. had ever issued its Class A Common Stock. Upon our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions. As of September 30, 2007, no shares were
issued or outstanding.

d) Class C Common Stock

As of September 30, 2007, there are 20,000,000 shares of Class C Common Stock
authorized, par value $.01 per share. Each holder of Class C Common Stock is
entitled to 1,000 votes for each share held of record. Shares of Class C Common
Stock are not convertible into Class A Common Stock. Upon liquidation,
dissolution or wind-up, the holders of Class C Common Stock are not entitled to
receive our net assets pro rata. As of September 30, 2007, no shares were issued
or outstanding.

NOTE 12. STOCK OPTIONS

During 2005, the Company adopted the 2005 Stock Incentive Plan and the 2005
Directors' and Officers' Stock Incentive Plan ("Plan") in order to attract and
retain qualified personnel. Under the Plan, the Board of Directors, in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers, directors and employees. The Company has not issued any
stock options as of September 30, 2007.

                                       14

<PAGE>
                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 13. NEW ACCOUNTING PRONOUNCEMENTS

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

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

NOTE 14. SUBSEQUENT EVENTS

On October 12, 2007, the Company announced that it had terminated a non-binding
Letter of Intent that it had signed on June 6, 2007 to acquire Prosperity
Ventures, Inc. d/b/a Tropical Screen, Stronghold Manufacturing, Inc., Aero
Consulting, LLC and Screen Enclosures Technologies, LLC, Florida limited
liability corporations (collectively referred to as "Prosperity Ventures").
iVoice Technology continues to seek other acquisition candidates that provide
excellent growth potential, are in a viable and stable market segment, and
employ a current management team committed to the organization's long-term
success. Our prospective acquisitions may or may not be in the same industry as
iVoice Technology.

On October 4, 2007 $5,300 of these Debentures was converted into 2,944,444 Class
A common shares in accordance with section 3(c)(i) of these Debentures.

On October 8, 2007, the Company issued 6,700,000 shares of Class A Common Stock
to Jerome Mahoney as partial repayment of $3,752.00 on the promissory note dated
December 20, 2004.

On October 5, 2007, the Company sold 3,186,905 shares of Class A common stock to
Cornell Capital ("YA Global") for $5,791, which was net of fees and discounts of
$902.

                                       15
<PAGE>

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

FORWARD LOOKING STATEMENTS

A number of the statements made by the Company in this report may be regarded as
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.

Forward-looking statements include, among others, statements concerning the
Company's outlook, pricing trends and forces within the industry, the completion
dates of capital projects, expected sales growth, cost reduction strategies and
their results, long-term goals of the Company and other statements of
expectations, beliefs, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts.

All predictions as to future results contain a measure of uncertainty and
accordingly, actual results could differ materially. Among the factors that
could cause a difference are: changes in the general economy; changes in demand
for the Company's products or in the cost and availability of its raw materials;
the actions of its competitors; the success of our customers; technological
change; changes in employee relations; government regulations; litigation,
including its inherent uncertainty; difficulties in plant operations and
materials; transportation, environmental matters; and other unforeseen
circumstances. For a discussion of material risks and uncertainties that the
Company faces, see the discussion in the Form 10-KSB for the fiscal year ended
December 31, 2006 entitled "Risk Factors".

LETTER OF INTENT FOR NEW ACQUISITION

On October 12, 2007, the Company announced that it had terminated a non-binding
Letter of Intent that it had signed on June 6, 2007 to acquire Prosperity
Ventures, Inc. d/b/a Tropical Screen, Stronghold Manufacturing, Inc., Aero
Consulting, LLC and Screen Enclosures Technologies, LLC, Florida limited
liability corporations (collectively referred to as "Prosperity Ventures").
iVoice Technology continues to seek other acquisition candidates that provide
excellent growth potential, are in a viable and stable market segment, and
employ a current management team committed to the organization's long-term
success. Our prospective acquisitions may or may not be in the same industry as
iVoice Technology.

RESULTS OF OPERATIONS

All of our revenues were derived from the sale or license of our interactive
voice response software products, which enable a caller to obtain requested
information in voice form from a local or non-local database, and maintenance
contracts. Total revenues increased $16,197 for the three months ended September
30, 2007 to $21,622 as compared to the same period in the prior year as a result
of an increase in installations and maintenance services. For the nine months
ended September 30, 2007 revenues decreased $7,433 to $56,042 as compared to the
nine months ended September 30 2006, due to the lower number of installations.
The low sales volume of the IVR business is attributable to the minimal
resources made available for the sales and marketing of the interactive voice
response software products. Management feels that the sales of the interactive
voice response software products may increase if greater financial and
operational resources were made available for the sales and marketing of the
products

Gross margin increased $14,759 to $19,350 for the three months ended September
30, 2007 as compared to the same period in the prior year, as a result of the
increase in revenues. For the nine months ended September 30, 2007 gross margin
decreased $5,481 due to the lower sales volume and the change in sales mix to
mostly maintenance services. Total operating expenses decreased $7,944 (8.0%) to
$91,780 and

                                       16
<PAGE>

$28,269 (8.7%) to $295,073 for the three and nine months ended September 30,
2007, respectively, as compared to the three and nine months ended September 30,
2006. Lower engineering, research and development expenses and lower officers'
salaries were partially offset by an increase in professional fees.

Total other income of $96,245 for the three months ended September 30, 2007
increased $125,591 as compared to an expense of $29,346 for the three months
ended September 30, 2006 attributed to the gain on valuation of derivative
offset partially by amortization of the discount on debt. Total other expenses
increased $378,763 to $529,169 for the nine months ended September 30, 2007,
which is mostly attributed to the loss on valuation of derivative and
amortization of the discount on debt offset partially by lower beneficial
interest on debt conversions.

Net income for the quarter ended September 30, 2007 was $23,815 as compared to a
loss of $124,479 for the quarter ended September 30, 2006. Net loss for the nine
months ended September 30, 2007 was $770,472 as compared to a loss of $414,497
for the nine months ended September 30, 2006. These changes in net loss of were
the result of the factors discussed above.

As of September 30, 2007, iVoice Technology had one full-time employee and one
part-time employee.


LIQUIDITY AND CAPITAL RESOURCES

To date, iVoice Technology has incurred substantial losses, and will require
financing for working capital to meet its operating obligations. We anticipate
that we will require financing on an ongoing basis for the foreseeable future.

On August 12 and November 19, 2004, iVoice Technology issued an aggregate of
$560,000 in secured convertible debentures, with interest payable at 5% per
annum, to Cornell Capital Partners. On February 28, 2005, iVoice Technology's
obligations under the secured convertible debentures were terminated and
replaced with a secured promissory note of the same principal amount, with an
additional loan of $140,000 bringing the promissory note to an aggregate
principal of $700,000. The loans evidenced by the promissory note have not yet
been repaid, and are potentially in default. This promissory note accrues
interest at rate of 12% per annum. This promissory note is not convertible into
any equity security of iVoice Technology. In connection with the issuances of
the secured convertible debentures, iVoice Technology paid a fee to Cornell
Capital Partners equal to 10% of the aggregate principal amount of the
debentures. When the secured convertible debentures were terminated, iVoice
Technology received a credit for fees that would otherwise have been payable
upon the issuance of the $560,000 in replacement notes. iVoice Technology paid
Cornell Capital Partners a fee of $14,000 in connection with its $140,000
additional borrowing. The Company's obligations under the secured promissory
note issued to Cornell Capital Partners are secured by a first priority security
interest in substantially all of our assets. iVoice had also guaranteed the
payment of all amounts payable by iVoice Technology pursuant to the secured
promissory note. This guaranty terminated on August 5, 2005.

On March 30, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture (the "Debenture") to Cornell Capital Partners, LP. ("Cornell") for the
sum of $700,000 in exchange for the previously issued note payable for the same
amount (see Notes 7 and 8 to the Condensed Financial Statements).

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement with Cornell Capital, pursuant to which iVoice Technology
may, from time to time, issue and sell to Cornell Capital Partners our Class A
Common Stock for a total purchase price of up to $10.0 million. The purchase
price for the shares is 95% of the market price, which is defined as the lowest
closing bid price of the Class A Common Stock during the five trading days
following the date that iVoice Technology delivers to Cornell Capital Partners a
notice requiring it to advance funds to us. A cash fee equal to six percent (6%)

                                       17
<PAGE>

of the cash proceeds of the draw down is also be payable at the time of funding.
In addition, Cornell Capital Partners received, as additional compensation,
150,000 shares of Class A Common Stock as a commitment fee pursuant to the
Standby Equity Distribution Agreement.

However, Cornell Capital Partners is under no obligation to purchase any shares
of Class A Common Stock unless certain conditions are met by iVoice Technology,
including having the registration statement relating to the Standby Equity
Distribution Agreement declared effective. The registration statement was
effective February 6, 2006. If iVoice Technology cannot satisfy the requirements
for Cornell Capital Partners to purchase the Class A Common Stock under the
terms of the Standby Equity Distribution Agreement, we will not be able to
obtain sufficient capital resources to operate our business, and we have no
current plans to obtain alternative financing. We cannot assure you that we will
be able to access any financing in sufficient amounts or at all when needed. Our
inability to obtain sufficient financing would have an immediate material
adverse effect on our financial condition, our business, and us. Management
believes that its going-forward expenses for the twelve months following the
date of this Report will be approximately $432,000, which includes salaries for
iVoice Technology's officers and employees, and assuming iVoice Technologies has
no revenues in such period. Management has no current plan to hire additional
employees, perform additional research and development or purchase additional
equipment or services beyond the requirements of the administrative services
agreement with iVoice. If there are additional deficiencies that are in excess
of the proceeds of the secured promissory note, and iVoice Technology is unable
to obtain funds from the sale of our Class A Common Stock to Cornell Capital
Partners, management believes that iVoice Technology can limit its operations,
defer payments to management and maintain its business at nominal levels until
it can identify alternative sources of capital.

Except for these two financing agreements, the Company currently has no other
significant sources of working capital or cash commitments. However, no
assurance can be given that iVoice Technology will raise sufficient funds from
such financing arrangements, or that iVoice Technology will ever produce
sufficient revenues to sustain its operations, or that a market will develop for
its common stock for which a significant amount of iVoice Technology's financing
is dependent upon.

On August 5, 2005, iVoice Technology assumed an aggregate of $190,000 in
liabilities from iVoice and iVoice assigned to iVoice Technology assets having
an aggregate book value of $10,000. iVoice Technology believes that the fair
value of these assets may be greater than the book value, although it has not
undertaken an appraisal. The assumed obligations are described below.

iVoice Technology assumed from iVoice outstanding indebtedness in the amount of
$190,000 payable to Jerry Mahoney. This amount is related to funds that had been
loaned to iVoice in July 2000 that were used to develop the IVR software
business. The amount of $190,000 includes approximately $32,110 for interest on
the original loan from Jerry Mahoney to iVoice. Pursuant to the terms of the
promissory note representing such obligation, iVoice Technology, for value
received, will pay to Mr. Mahoney the principal sum of $190,000 that will bear
interest at the prime rate plus 2% per annum on the unpaid balance until paid or
until default. Interest payments will be due annually. All accrued interest
becomes due on the date of any payment of the promissory note. At the time of
default (if any) the interest rate shall increase to 20% until the principal
balance has been paid. Under the terms of the promissory note, at the option of
the note holder, principal and interest can be converted into either (i) one
share of Class B Common Stock of iVoice Technology, par value $0.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of iVoice
Technology calculated by dividing (x) the sum of the principal and interest that
the note holder has requested to have prepaid by (y) eighty percent (80%) of the
lowest issue price of Class A Common Stock since the first advance of funds
under this note, or (iii) payment of the principal of this note, before any
repayment of interest. The Board of Directors of the Company maintains control
over the issuance of shares and may decline the request for conversion of the
repayment into shares of the Company.

                                       18
<PAGE>

For the nine months ended September 30, 2007, the Company had a net decrease in
cash of $53,005. The Company's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIES. For the nine months ended September 30,
2007 the Company used $92,461 in cash for operating activities as compared to
$183,225 in the prior year. The decrease is primarily attributed to the increase
in accounts payable and accrued liabilities for the nine months ended September
30, 2007 as compared to the previous year.

     NET CASH PROVIDED BY FINANCING ACTIVITIES. For the nine months ended
September 30, 2007 the Company received net proceeds of $39,456 from the
issuance of common stock through the equity financing with Cornell Capital
Partners as compared to $117,550 in the prior year.

There was no significant impact on the Company's operations as a result of
inflation for the nine months ended September 30, 2007.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based on our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP). The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate these estimates, including those
related to bad debts, inventory obsolescence, intangible assets, payroll tax
obligations, and litigation. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of certain assets and liabilities. Actual results may differ
from these estimates under different assumptions or conditions.

We have identified below the accounting policies, revenue recognition and
software costs, related to what we believe are most critical to our business
operations and are discussed throughout Management's Discussion and Analysis of
Financial Condition or Plan of Operation where such policies affect our reported
and expected financial results.

REVENUE RECOGNITION

With respect to the sale of software license fees, the Company recognizes
revenue in accordance with Statement of Position 97-2, Software Revenue
Recognition (SOP 97-2), as amended, and generally recognizes revenue when all of
the following criteria are met: (1) persuasive evidence of an arrangement exists
generally evidenced by a signed, written purchase order from the customer, (2)
delivery of the software product on Compact Disk (CD) or other means to the
customer has occurred, (3) the perpetual license fee is fixed or determinable
and (4) collectability, which is assessed on a customer-by-customer basis, is
probable.

With respect to customer support services, upon the completion of one year from
the date of sale, the Company offers customers an optional annual software
maintenance and support agreement for subsequent one-year periods. Sales of
purchased maintenance and support agreements are recorded as deferred revenues
and recognized over the respective terms of the agreements.

The Company derives its revenues from the licensing of its software product and
optional customer support (maintenance) services. Presently, 100% of the
revenues reported by the Company are derived from the licensing of the Company's
IVR software. No revenues have been derived from the sale of optional customer
support services. The Company's standard license agreement provides for a
one-time fee for use

                                       19
<PAGE>

of the Company's product in perpetuity for each computer or CPU in which the
software will reside. The Company's software application is fully functional
upon delivery and implementation and does not require any significant
modification or alteration. The Company also offers customers an optional annual
software maintenance and support agreement for the subsequent one-year periods.
Such maintenance and support services are free for the first year the product is
licensed. The software maintenance and support agreement provides free software
updates, if any, and technical support the customer may need in deploying or
changing the configuration of the software. Generally, the Company does not
license its software in multiple element arrangements whereby the customer
purchases a combination of software and maintenance. In a typical arrangement,
software maintenance services are sold separately from the software product; are
not considered essential to the functionality of the software and are purchased
at the customer's option upon the completion of the first year licensed.

The Company does not offer any special payment terms or significant discount
pricing. Normal and customary payment terms require payment for the software
license fees when the product is shipped. Payment for software maintenance is
due prior to the commencement of the maintenance period. It is also the
Company's policy not to provide direct customers (as opposed to resellers and
dealers) the right to refund any portion of its license fees. The Company
accepts Visa and MasterCard as well as company checks.

Customers may license the Company's products through our telesales organization
and through promotions or reseller agreements with independent third parties.
iVoice Technology only permits returns from authorized dealers and resellers of
unused inventory, subject to the consent of the Company and a twenty-five
percent restocking fee. End users who purchaser products directly from iVoice
Technology may not return such products to iVoice Technology under any
circumstances. Accordingly, the Company records a provision for product returns
and allowances against product revenue in the same period the revenue is
recorded. The estimates are based on historical sales returns and other known
data as well as market and economic conditions.

Our current products are not sold through retail distribution channels. Current
reseller agreements provide for a limited contractual right of return and do not
provide for future price concessions, minimum inventory commitments nor is
payment contingent upon the reseller's future sales or our products. Revenues
generated from products licensed through marketing channels where the right of
return exists, explicitly or implicitly, is reduced by reserves for estimated
product returns. Such reserves are estimates based on returns history and
current economic and market trends.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

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ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

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

     A material weakness in the Company's internal controls exists in that there
     is limited segregation of duties amongst the Company's employees with
     respect to the Company's preparation and review of the Company's financial
     statements. This material weakness is a result of the Company's limited
     number of employees. This material weakness may affect management's ability
     to effectively review and analyze elements of the financial statement
     closing process and prepare financial statements in accordance with U.S.
     GAAP.

Subsequent to the notification from our independent registered public accounting
firm, our chief executive officer evaluated our internal controls and concurred
that, since the date of the Company's separation from iVoice, Inc. our
disclosure controls and procedures have not been effective to ensure that
information required to be included in our periodic SEC filings is recorded,
processed, summarized, and reported within the time periods specified in the SEC
rules and forms. However, at this time, our resources and size prevent us from
being able to employ sufficient resources to enable us to have adequate
segregation of duties within our internal control system. The Company intends to
remedy the material weakness by hiring additional employees and reallocating
duties, including responsibilities for financial reporting, among the Company's
employees as soon as the Company has the financial resources to do so.
Management is required to apply judgment in evaluating the cost-benefit
relationship of possible changes in our disclosure controls and procedures.

Other than the material weakness indicated above, no accounting errors or
misstatements have been identified by our disclosure controls and procedures or
by our independent registered public accounting firm that would have a material
effect on our Financial Statements.

ITEM 3A(T). CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as defined in Rules 13a-15(e) or
240.15d-15(e) of the Securities Exchange Act of 1934, as amended, as of
September 30, 2007. Based on that evaluation, management, including the Chief
Executive Officer and Chief Financial Officer,

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concluded that the Company's disclosure controls and procedures are effective,
except as to the material weakness in internal controls disclosed in Item 3
above. There has been no change in the internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
ss.240.13a-15 or ss.240.15d-15 of the Exchange Act that occurred during the
Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting, other than what has been reported above.

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

  31.1    Certification required under Section 302 of the Sarbanes-Oxley Act of
          2002.

  32.1    Certification required under Section 906 of the Sarbanes-Oxley Act of
          2002.


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report on Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                     iVOICE TECHNOLOGY, INC.


Date: November 14, 2007              By: /s/ Jerome Mahoney
                                         ---------------------------
                                         Jerome Mahoney
                                         President, Chief Executive Officer and
                                         Chief Financial Officer


                                INDEX OF EXHIBITS

  31.1    Certification by Chief Executive Officer and Chief Financial Officer
          pursuant to Rule 15d-14 under the Securities Exchange Act.

  32.1    Certification by Chief Executive Officer and Chief Financial Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.

                                       22