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                                  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 March 31, 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: Class 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: 31,351,983 shares of Class A Common stock, no par
value as of May 10, 2007.

Traditional Small Business Disclosure Format:  Yes [X] No [_]
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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 - March 31, 2007                            1

         Condensed Statements of Operations -
         Three Months Ended March 31, 2007 and 2006                          2

         Condensed Statements of Cash Flows -
         Three Months Ended March 31, 2007 and 2006                          3

         Notes to Condensed Financial Statements                           4-14

Item 2.  Management's Discussion and Analysis of the Results of
           Operations and Financial Conditions                            15-24

Item 3.  Controls and Procedures                                          24-25

         PART II - OTHER INFORMATION

Item 6.  Exhibits                                                           26

<PAGE>

ITEM 1 - FINANCIAL STATEMENTS

                             IVOICE TECHNOLOGY, INC.
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

ASSETS
                                                                    MARCH 31,
                                                                      2007
                                                                  ------------
Current assets:
   Cash and cash equivalents                                      $    134,060
   Accounts receivable, net of allowance for doubtful
     accounts of $8,250                                                 16,246
   Prepaid expenses and other current assets                            11,423
                                                                  ------------

Total current assets                                                   161,729

Property and equipment, net                                              1,148
                                                                  ------------

Total assets                                                      $    162,877
                                                                  ============

LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued expenses                          $    546,083
   Due to related parties                                              189,431
   Deferred maintenance contracts                                       17,018
   Notes payable to related parties                                    178,860
   Derivative liability                                              1,192,403
                                                                  ------------

Total current liabilities                                            2,123,795
                                                                  ------------


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; 28,351,983 shares issued; 25,564,834
            shares outstanding and 2,787,149 shares in escrow          264,509
          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                                        7,081,947
   Accumulated deficit                                              (9,307,374)
                                                                  ------------

Total stockholders' deficit                                         (1,960,918)
                                                                  ------------

Total liabilities and stockholders' deficit                       $    162,877
                                                                  ============

See accompanying notes to condensed financial statements

                                        1
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE><CAPTION>

                                                                        THREE MONTHS ENDED
                                                                  -----------------------------
                                                                    MARCH 31,        MARCH 31,
                                                                      2007             2006
                                                                  ------------     ------------
<S>                                                               <C>              <C>
Net sales                                                         $     21,719     $     32,187

Cost of sales                                                             --              3,390
                                                                  ------------     ------------

Gross profit                                                            21,719           28,797
                                                                  ------------     ------------

Operating expenses:
  Selling and marketing expenses                                          --                175
  General and administrative expenses                                  109,482          100,375
  Engineering, research and development                                  6,955            9,746
                                                                  ------------     ------------
Total operating expenses                                               116,437          110,296
                                                                  ------------     ------------

Loss from operations                                                   (94,718)         (81,499)
                                                                  ------------     ------------

Other income (expense):
  Interest income                                                          961             (425)
  Interest expense                                                     (38,845)         (84,836)
  Loss on valuation of derivative                                     (492,403)            --
                                                                  ------------     ------------

Total other income (expense)                                          (530,287)         (85,261)
                                                                  ------------     ------------

Loss from operations before income taxes                              (625,005)        (166,760)

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

Net loss applicable to common shares                              $   (625,005)    $   (166,760)
                                                                  ============     ============

Basic and diluted loss per common share                           $      (0.02)    $      (0.01)
                                                                  ============     ============

Weighted average shares outstanding
   Basic and diluted                                                25,564,834       13,656,202
</TABLE>

See accompanying notes to condensed financial statements

                                        2
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE><CAPTION>

                                                                        THREE MONTHS ENDED
                                                                  -----------------------------
                                                                    MARCH 31,        MARCH 31,
                                                                      2007             2006
                                                                  ------------     ------------
<S>                                                               <C>              <C>
Cash flows from operating activities:
Net loss                                                          $   (625,005)    $   (166,760)
Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
       Depreciation                                                        117              117
       Loss on valuation of derivative                                 492,403             --
       Common stock issued for directors' fees                            --             17,176
       Common stock issued for legal services                             --             30,000
       Issuance of common stock for repayment of
           deferred compensation                                          --             42,824

Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                          (10,413)           5,403
   (Increase) in prepaid expenses                                       (2,790)          (2,141)
    Increase in accounts payable and accrued liabilities                88,839            5,345
    Decrease in customer deposits                                         --            (21,050)
    Increase in amounts due to related parties                          10,131           13,690
    Increase in deferred maintenance contracts                           1,697            2,669
                                                                  ------------     ------------

Net cash used in operating activities                                  (45,021)         (72,727)
                                                                  ------------     ------------

Cash flows from financing activities:
    Issuance of common stock through equity financing                     --             42,079
    Cost of issuance of common stock through equity
        financing                                                         --             (6,479)
                                                                  ------------     ------------

Net cash provided by financing activities                                 --             35,600
                                                                  ------------     ------------

Net decrease in cash and cash equivalents                              (45,021)         (37,127)

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

Cash and cash equivalents at end of period                        $    134,060     $    242,205
                                                                  ============     ============

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

Non-Cash Transaction
   Note Payable converted to Convertible Debenture                $    700,000     $       --
</TABLE>

See accompanying notes to condensed financial statements

                                        3
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 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)
                             MARCH 31, 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 March 31, 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)
                             MARCH 31, 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

                                        6
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2007 AND 2006

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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) collectibility, 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.

                                        7
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2007 AND 2006

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 March 31, 2007.

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 March 31, 2007, were $32,894.

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 March 31,
2007 include the recognition of the derivative liability on the underlying
securities issuable upon conversion of the Convertible Debentures with Cornell
Capital.

                                        8
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2007 AND 2006

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

k) 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. Diluted
loss per share for the periods ended March 31, 2007 and 2006 does not include
common stock equivalents, as these shares would be antidilutive.
<TABLE><CAPTION>

                                                                    THREE MONTHS ENDED      THREE MONTHS ENDED
                                                                      MARCH 31, 2007          MARCH 31, 2006
                                                                      --------------          --------------
<S>                                                                   <C>                     <C>
BASIC NET LOSS PER SHARE COMPUTATION:
  Net loss attributable to common stockholders                         $   (625,005)           $   (166,760)
  Weighted-average common shares outstanding                             25,564,834              13,656,202
  Basic net loss per share attributable to common stockholders         $      (0.02)           $      (0.01)
DILUTED NET LOSS PER SHARE COMPUTATION
  Net loss attributable to common stockholders                         $   (625,005)           $   (166,760)
  Weighted-average common shares outstanding                             25,564,834              13,656,202
  Incremental shares attributable to the assumed exercise of
       Outstanding stock options                                                --                      --
  Total adjusted weighted-average shares                                 25,564,834              13,656,202
  Diluted net loss per share attributable to common stockholders       $      (0.02)           $      (0.01)
</TABLE>

                                        9
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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 (10.25% at March 31, 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. As of March 31, 2007, the
outstanding balance was $178,860, plus accrued interest of $37,514. 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 March 31, 2007, the Company has
recorded $135,571 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 to serve until his replacement is
elected and duly qualified, replacing Mark Meller, who had resigned. 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)
                             MARCH 31, 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 March 31, 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 interest at the rate of 12% per annum and was increased
to 18% on September 1, 2006, as a result of default. 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.

                                       11
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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.

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.

                                       12
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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 March 31, 2007 deferred tax assets consist of the following:

         Deferred tax assets                     $ 428,504
         Less: Valuation Allowance                (428,504)
                                                 ---------
         Net deferred tax assets                         0
                                                 =========

At March 31, 2007, the Company had a federal net operating loss carry forward in
the approximate amount of $1,074,000 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)
                             MARCH 31, 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 March 31, 2007, iVoice Technology has not
issued any shares of Preferred Stock.

b) Class A Common Stock

As of March 31, 2007, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, and 28,351,983 shares were issued, and 25,564,834
shares were outstanding, and 2,787,149 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 March 31, 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 March 31, 2007, no shares were issued
or outstanding.

d) Class C Common Stock

As of March 31, 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 March 31, 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 March 31, 2007.

                                       14
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2007 AND 2006

NOTE 13. NEW ACCOUNTING PRONOUNCEMENTS

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.

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.

NOTE 14. SUBSEQUENT EVENT

In April 2007, the Company issued 2,530,916 shares of Class A common stock
pursuant to the SEDA with Cornell Capital Partners with a market value of $5,062
for the net proceeds of $4,020.

                                       15
<PAGE>

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

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".

OVERVIEW AND PLAN OF OPERATION

iVoice Technology seeks to leverage the value of underutilized developed
technology and believes 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. As such, iVoice Technology's business is formed from the
contribution by iVoice of certain assets and related liabilities on August 5,
2005. In connection with this Spin-off by iVoice, iVoice assigned and conveyed
to iVoice Technology its IVR software business and related liabilities,
including all intellectual property of iVoice relating to the IVR software
business. The board and management of iVoice elected not to transfer any part of
its working cash balance to iVoice Technology. Based upon the current intention
of iVoice Technology not to conduct any research and development or hire
additional employees and instead focus on the sale of the existing IVR
technology, the board has determined that, on balance, iVoice Technology has the
ability to satisfy its working capital needs as a whole. The board and
management of iVoice also determined that iVoice Technology has the ability to
obtain financing to satisfy any addition working capital needs as a stand-alone
company.

The emerging nature of the interactive voice response industry, make it
difficult to assess the future growth of iVoice Technology.

The IVR software business has operated at a loss in the past for iVoice, and as
an independent company such losses may continue or increase. Additionally,
iVoice Technology's business has relied on iVoice for financial, administrative
and managerial expertise in conducting its operations. Following the Spin-off,
iVoice Technology has developed and maintained its own credit and banking
relationships and performs its own financial and investor relations functions.
However, iVoice Technology may not be able to successfully

                                       16
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

OVERVIEW AND PLAN OF OPERATION (CONTINUED)

maintain the financial, administrative and managerial structure necessary to
operate as an independent public company, and the development of such structure
will require a significant amount of management's time and other resources.
iVoice Technology has received a going concern opinion from its auditors. Its
continuation as a going concern is dependent upon obtaining the financing
necessary to operate its business. The financing of our working capital needs
are expected to be provided, in large part, from the sale of Class A Common
Stock to Cornell Capital Partners pursuant to the terms of the Standby Equity
Distribution Agreement ("SEDA"). However, Cornell Capital Partners is under no
obligation to purchase any shares of our Class A Common Stock unless certain
conditions are met by iVoice Technology, including having a registration of the
shares declared effective by the SEC of shares sold to Cornell Capital Partners
pursuant to the Securities Act of 1933, as amended. See "Liquidity and Capital
Resources."

 If iVoice Technology cannot fund its working capital needs under the Standby
Equity Distribution Agreement with Cornell Capital Partners, we will be unable
to obtain sufficient capital resources to operate our business since we
currently have no other 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 working capital funding will
have an immediate material adverse effect upon our financial condition and our
business.

SEPARATION FROM IVOICE

iVoice Technology was incorporated under the laws of the State of New Jersey on
November 10, 2004, as a wholly owned subsidiary of iVoice. iVoice Technology had
no material assets or activities until the contribution of the IVR software
business from iVoice. Pursuant to the Spin-off, iVoice Technology is now an
independent public company, with iVoice having no continuing ownership interest
in iVoice Technology.

On November 11, 2004, iVoice Technology 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. These agreements, contracts,
understandings and other instruments consisted of the documentation relating to
the issuance of the secured convertible debentures and the SEDA, the employment
agreements with Messrs. Mahoney and Seidler and the administrative services
agreement. Since this assignment, iVoice Technology Nevada has no operating
business, assets or known liabilities, and is now dissolved. When we refer to or
describe any agreement, contract or other written instrument of iVoice
Technology, such references may be to an agreement, contract or other written
instrument that had been entered into by iVoice Technology Nevada and assigned
to iVoice Technology.

iVoice Technology's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, and reflect the
historical financial position, results of operations, and cash flows of the
business transferred to iVoice Technology by iVoice as part of the Spin-off. The
financial information included in this report, however, is not necessarily
indicative of what iVoice Technology's results of operations or financial
position would have been had it operated as an independent company during the
periods presented, nor is it necessarily indicative of its future performance as
an independent company.

                                       17
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

iVoice Technology operates the IVR software business. iVoice Technology intends
to use a portion of the proceeds from any financing arrangements, on sales and
marketing efforts for IVR. It is unclear whether such efforts will result in a
reasonably successful operating business due to iVoice's previous lack of sales
and marketing efforts on IVR, iVoice Technology's lack of operating history, the
current economic environment and, more specifically, the uncertainty of the
telecommunications market.

As of August 5, 2005, iVoice assigned, contributed and conveyed to iVoice
Technology the iVoice corporate assets, liabilities and expenses related to the
IVR software business, including the IVR software and all intellectual property
of iVoice relating to the IVR software business and the assignment of iVoice's
existing agreements and arrangements with dealers and resellers. This
assignment, contribution and conveyance of assets, liabilities and expenses was
based on an estimate of the proportion of such amounts allocable to iVoice
Technology, utilizing such factors as total revenues, employee headcount and
other relevant factors. iVoice Technology believes that these allocations have
been made on a reasonable basis. iVoice Technology believes that all costs
allocated to iVoice Technology are a reasonable representation of the costs that
iVoice Technology would have incurred if iVoice Technology had performed these
functions as a stand-alone company.

In conjunction with the separation of the IVR software business from iVoice,
iVoice Technology entered into an administrative services agreement with iVoice
for the provision of certain services by iVoice to iVoice Technology following
the Spin-off. This 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 itself. Following termination
of the administrative services agreement, we expect that iVoice Technology will
operate on a completely stand-alone basis from iVoice and there will be no
business or operating relationship between iVoice and iVoice Technology. iVoice
Technology has no current intention to terminate the administrative services
agreement, seek replacement services, or provide services for itself in the near
future.

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 for the three months ended March 31, 2007 decreased
$10,468 (32.5%) to $21,719 as compared to the three months ended March 31 2006.
This decline in revenues was primarily the result of 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 for the quarters ended March 31, 2007 and March 31, 2006 was
$21,719 and $28,797, respectively. The decrease of $7,078 (24.6%) was primarily
due to the lower sales volume and the change in sales mix to mostly maintenance
services.

                                       18
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

Total operating expenses increased $6,141 (5.6%) to $116,437 for the three
months ended March 31, 2007 as compared to the three months ended March 31,
2006. This increase is attributed to an increase in legal fees mostly offset by
a decrease in officers' salaries.

Total other expenses increased $445,026 to $530,287 for the three months ended
March 31, 2007 as compared to the same period last year. This increase is mostly
attributed to the loss on valuation of derivative offset partially by lower
beneficial interest on debt conversions.

Net loss for the quarter ended March 31, 2007 was $625,005 as compared to a loss
of $166,760 for the quarter ended March 31, 2006. The increase in net loss of
$458,335 was the result of the factors discussed above.

As of March 31, 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, which was increased to 18% in September 2006
as a contingency to being in default. 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).

                                       19
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

On March 9, 2005, iVoice Technology received a non-binding letter of intent from
Cornell Capital whereby Cornell Capital offered, subject to satisfaction of
certain conditions, to purchase shares of iVoice Technology's common stock upon
the terms set forth in the non-binding letter of intent and the definitive
documentation to be executed after satisfaction of those closing conditions. 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%) 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. 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, iVoice Technology expects to incur
additional liabilities of approximately $432,000. 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.

                                       20
<PAGE>

ITEM 2 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

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.

For the three months ended March 31, 2007, the Company had a net decrease in
cash of $45,021. The Company's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIES. The Company used $45,021 in cash for
operating activities in the three months March 31, 2007. This was primarily the
result of the cash used to fund the loss from current operating activities
offset partially by an increase in accounts payable and accrued liabilities. For
the three ended Mrach 31, 2007 the Company used $45,021 in cash for operating
activities as compared to $72,727 in the prior year. The decrease is primarily
attributed to the lower net loss for the year quarter ended March 31, 2007 as
compared to the previous year..

     CASH PROVIDED BY FINANCING ACTIVITIES. For the quarter ended March 31, 2007
there were no financing activities. For the quarter ended March 31, 2006, the
Company received proceeds of $35,600 from the issuance of common stock through
the equity financing with Cornell Capital Partners.

There was no significant impact on the Company's operations as a result of
inflation for the three months ended March 31, 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.

                                       21
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

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) collectibility, 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 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.

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<PAGE>

ITEM 2 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

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.

SOFTWARE COSTS

Software license costs are recorded at cost, which approximates fair market
value as of the date of purchase. These costs represent the purchase of various
exploitation rights to certain software, pre-developed codes and systems
developed by a non-related third party. These costs are capitalized pursuant to
Statement of Financial Accounting Standards ("SFAS") 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed". The
Company has adopted SFAS No. 121. The carrying value of software license costs
are regularly reviewed by the Company and a loss would be recognized if the
value of the estimated undiscounted cash flow benefit related to the asset falls
below the unamortized cost. The Company develops software for licensing to its
customers and capitalizes software development costs when technological
feasibility has been established. Software development costs not qualifying for
capitalization are expensed and classified as research and development expenses
in the statements of operations. Research and development expenses and the
capitalization rate will fluctuate from period to period depending upon the
number and status of software development projects that are in process and the
related number of people assigned to those projects.

Purchased software and capitalized software development costs are amortized
using the greater of the revenue method or the straight-line method with useful
lives ranging from three to five years. Amortization expense is classified in
costs of revenue on the statements of operations. Our products operate on or
with other third party software and operating systems. When determining the
useful life of a product we consider factors such as the current state of the
technology, operating systems on which our products run, competitive products
and the potential use of our products by the end user. Technological advances in
software operating systems and other software technologies on which our products
rely may shorten the expected life cycle of our products. We make an assessment
of the useful lives of our products at each balance sheet date. If that
assessment determines that a shortened product life has occurred, we amortize
the remaining unamortized balances over the new estimated useful life of the
product and provide disclosure regarding a change in estimate in the notes to
the financial statements pursuant to Accounting Principles Board Opinion No. 20
"Accounting Changes."

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<PAGE>

ITEM 2 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

The Company evaluates the estimated net realizable value of each software
product at each balance sheet date. The estimate is based on historical and
forecasted net revenue for each product. Net revenue is the product revenue
reduced by the estimated costs of revenue and, if in development, the estimated
cost to complete the development of the product. When the net book value exceeds
the estimate of net realizable value, the Company records a write-down to net
realizable value on each product affected. Management's ability to achieve its
revenue forecast is subject to judgment, competitive pressures, market and
economic conditions and management's ability to successfully license its
products to its customers. A change in one or more of these factors may
influence management's estimates. Accordingly, currently estimated net
realizable values are subject to being reduced resulting in corresponding
charges for impairment in the future.

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 were 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 period ended March 31,
2007, 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:

     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.

                                       24
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES (CONTINUED)

EVALUATION OF 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.

CHANGES IN INTERNAL CONTROLS

Management of the Company has evaluated, with the participation of the Chief
Executive Officer of the Company, any change in the Company's internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the period covered by this report on Form
10-QSB. There was no change in the Company's internal control over financial
reporting identified in that evaluation that occurred during the period covered
by this Quarterly Report on Form 10-QSB that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting, other than what has been reported above.




















                                       25
<PAGE>

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







                                       26
<PAGE>


                                INDEX OF 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.


































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