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

                       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 JUNE 30, 2006

                                       OR

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

           For the transition period from ____________ to ____________

Commission file number:  333-120490

                             IVOICE TECHNOLOGY, INC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         NEW JERSEY                                         20-1862731
--------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer incorporation
       or organization)                               Identification No.)

         750 HIGHWAY 34
          MATAWAN, NJ                                        07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)

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

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

Securities registered under Section 12(g) of the Exchange Act: CLASS A COMMON
STOCK, NO PAR VALUE PER SHARE

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

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

Number of shares of Class A Common Stock, no par value, outstanding as of August
10, 2006: 24,451,983
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<PAGE>

                                TABLE OF CONTENTS
                                -----------------

PART I. FINANCIAL INFORMATION

     Item 1.   Condensed Financial Statements (Unaudited)

               Balance Sheet - June 30, 2006                                  2

               Statements of Operations -
               For the six months and three months ended June 30,
               2006 and 2005                                                  3

               Statements of Cash Flows -
               For the six months ended June 30, 2006 and 2005                4

               Notes to Condensed Financial Statements                     5-16

     Item 2.   Management's Discussion and Analysis of Financial
               Condition  or Plan of Operation                            17-22

     Item 3.   Controls and Procedures                                       23

PART II. OTHER INFORMATION

     Item 6.   Exhibits                                                      24










                                       1
<PAGE>

                             IVOICE TECHNOLOGY, INC
                       CONDENSED BALANCE SHEET (Unaudited)
                                  JUNE 30, 2006

<TABLE><CAPTION>
<S>                                                                     <C>
                                     ASSETS
                                     ------

CURRENT ASSETS
Cash and cash equivalents                                               $    263,756
Accounts receivable                                                           12,083
Prepaid expenses                                                               3,545
                                                                        ------------
      Total current assets                                                   279,384

PROPERTY AND EQUIPMENT, NET                                                    1,499
                                                                        ------------

TOTAL ASSETS                                                            $    280,883
                                                                        ============

                      LIABILITIES & STOCKHOLDERS' (DEFICIT)
                      -------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                                   $    514,206
Due to related parties                                                       138,005
Deferred maintenance contracts                                                 6,479
Note payable to related parties                                              190,000
Notes payable                                                                700,000
                                                                        ------------

      Total current liabilities                                            1,548,690
                                                                        ------------

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;
             24,451,983 shares issued, 23,433,764 shares outstanding,
             and 1,018,219 held in escrow                                    251,464
   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                                                 7,084,241
Accumulated deficit                                                       (8,603,512)
                                                                        ------------
      Total stockholders' (deficit)                                       (1,267,807)
                                                                        ------------

TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT)                             $    280,883
                                                                        ============
</TABLE>

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

                                        2
<PAGE>

                             IVOICE TECHNOLOGY, INC
                 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
        FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2006 AND 2005

<TABLE><CAPTION>
                                                        FOR SIX MONTHS ENDED         FOR THE THREE MONTHS ENDED
                                                              JUNE 30,                        JUNE 30,
                                                    ----------------------------    ----------------------------
                                                        2006            2005            2006            2005
                                                    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>
NET SALES                                           $     58,051    $     70,838    $     25,864    $     16,977

COST OF SALES                                              3,390             738              --              --
                                                    ------------    ------------    ------------    ------------

GROSS PROFIT                                              54,661          70,100          25,864          16,977
                                                    ------------    ------------    ------------    ------------

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

   Selling and marketing expenses                            175          24,635              --          22,771
   General and administrative expenses                   224,135         173,971         114,131          67,998
   Depreciation expense                                      234              47             117              24
                                                    ------------    ------------    ------------    ------------
Total selling general and administrative expenses        224,544         198,653         114,248          90,793
                                                    ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                    (169,883)       (128,553)        (88,384)        (73,816)
                                                    ------------    ------------    ------------    ------------

OTHER INCOME  (EXPENSE)
   Other income                                            2,905           1,739           3,330             943
   Write-off of financing costs                               --         (14,000)             --              --
   Interest expense                                     (123,040)        (16,359)        (38,204)         (8,726)
                                                    ------------    ------------    ------------    ------------
Total other income (expense)                            (120,135)        (28,620)        (34,874)         (7,783)
                                                    ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                (290,018)       (157,173)       (123,258)        (81,599)

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

NET LOSS APPLICABLE TO COMMON SHARES                $   (290,018)   $   (157,173)   $   (123,258)   $    (81,599)
                                                    ============    ============    ============    ============

NET LOSS PER COMMON SHARE
   Basic and diluted                                $      (0.02)   $      (0.02)   $      (0.01)   $      (0.01)
                                                    ============    ============    ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic and diluted                                  16,984,485      10,013,984      20,312,342      10,013,984
                                                    ============    ============    ============    ============
</TABLE>
                   The accompanying notes are an integral part
                    of these condensed financial statements.

                                        3
<PAGE>

                             IVOICE TECHNOLOGY, INC
                 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005

<TABLE><CAPTION>
                                                                    2006            2005
                                                                ------------    ------------
<S>                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                        $   (290,018)   $   (157,173)
   Adjustments to reconcile net loss to net cash (used in)
   operating activities
   Depreciation                                                          234              47
Common stock issued for director fees                                 17,176              --
Common stock issued for legal services                                30,000              --
Common stock issued for repayment of deferred compensation            64,874              --
   Changes in certain assets and liabilities:
   Decrease in accounts receivable                                    19,152          10,282
   Decrease in prepaid expenses                                        2,444              --
   Increase in accounts payable and accrued liabilities               31,045           2,220
   (Decrease) in customer deposits                                   (21,050)             --
   Increase in due to related parties                                 29,080          63,750
   (Decrease) in deferred maintenance contracts                       (5,312)        (13,125)
                                                                ------------    ------------

      Net cash (used in) operating activities                       (122,375)        (93,999)
                                                                ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock through equity financing                 126,289              --
   Cost of issuance of common stock through equity financing         (19,490)
      Net proceeds from notes payable                                     --         140,000
                                                                ------------    ------------

      Net cash provided by financing activities                      106,799         140,000
                                                                ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 (15,576)         46,001

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                      279,332         346,599
                                                                ------------    ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                       $    263,756    $    392,600
                                                                ============    ============

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
   Common stock issued for services rendered                    $     47,176    $         --
                                                                ============    ============
   Common stock issued for repayment of deferred compensation   $     64,874    $         --
                                                                ============    ============
</TABLE>

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

                                        4
<PAGE>

                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 1 - BACKGROUND
-------------------

The 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, 2005 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 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.

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. 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.

On September 1, 2004, the Board of Directors of iVoice, Inc., resolved to pursue
the separation of iVoice, Inc. software business into three publicly owned
companies. iVoice, Inc. 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, Inc. 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, Inc. iVoice, Inc. 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, Inc.

                                       5
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 1 - BACKGROUND (CONTINUED)
-------------------------------

On August 5, 2005, iVoice Technology assumed $190,000 in accrued liabilities and
related party debt incurred by iVoice, Inc. 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, Inc. was declared effective and the Company immediately embarked on the
process to spin off the iVoice Technology from iVoice, Inc..

NOTE 2 - BUSINESS OPERATIONS
----------------------------

The Company will continue to develop, market and license the Interactive Voice
Response ("IVR") software which was developed by iVoice, Inc.. The Company's
Interactive Voice Response software 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.

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. In prior years, the
Company operated as a non-reporting component of iVoice, Inc. and accordingly,
prior period financial statements have been derived from the consolidated
financial statements and accounting records of iVoice, Inc., and reflect
significant assumptions and allocations. The Company relies on iVoice, Inc. for
administrative, management, research and other services.

As of June 30, 2006, 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 sheet 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.

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.

                                       6
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

a)    Basis of Presentation

The accompanying financial statements up through August 4, 2005, have been
derived from the consolidated financial statements and accounting records of
iVoice, Inc. using the historical results of operations and historical basis of
assets and liabilities of the Company's Interactive Voice Response business.
Management believes the assumptions underlying the financial statements are
reasonable.

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 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.

                                       7
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

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. For
the six months ended June 30, 2006 and 2005, advertising expenses amounted to $0
and $0, respectively.

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 June 30, 2006.

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 June 30, 2006, were $173,899.

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.

                                       8
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

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)    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 computation of basic earnings per share is computed by dividing income
available to common shareholders by the number of shares issued via the spin-off
from iVoice, Inc. Diluted earnings per share gives effect to all dilutive
potential Common shares outstanding during the period. The computation of
diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an anti-dilutive effect on earnings resulting from
the Company's net loss position.

 The weighted shares used in the computation are as follows:

<TABLE><CAPTION>
                                         Six Months ended                    Three Months ended
                                  June 30, 2006     June 30, 2005     June 30, 2006     June 30, 2005
                                  -------------     -------------     -------------     -------------
<S>                                <C>               <C>               <C>               <C>
Basic and Diluted EPS Purposes     16,984,485        10,013,984        20,312,342        10,013,984
</TABLE>

The company had no common stock equivalents at June 30, 2006, and 2005,
respectively.

                                       9
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("FAS 123R"). FAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of FAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of FAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company will implement the
revised standard in the fourth quarter of fiscal year 2005. Currently, the
Company accounts for its share-based payment transactions under the provisions
of APB 25, which does not necessarily require the recognition of compensation
cost in the financial statements (note 3(d)). The implementation of this
standard did not have a material effect the Company's financial position,
results of operations, and cash flows for the six months ended June 30, 2006.

On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
for Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion 29
to eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. Under FAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance criterion and
fair value is determinable, the transaction must be accounted for at fair value
resulting in recognition of any gain or loss. FAS 153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005. The
implementation of this standard did not have a material impact on its financial
position, results of operations or cash flows for the six months ended June 30,
2006.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion
No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements." SFAS No. 154 requires retrospective application
to prior periods' financial statements of a voluntary change in accounting
principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the
cumulative effect of changing to the new accounting principle in net income in
the period of the change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have a material impact on the Company's
financial position, results of operations, or cash flows for the six months
ended June 30, 2006.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Statements No. 133 and 140." SFAS
No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1,
"Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets," and permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS No. 133, establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that

                                       10
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

are hybrid financial instruments that contain an embedded derivative requiring
bifurcation, clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives and amends SFAS No. 140 to eliminate
the prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. SFAS No. 155 is effective for all financial
instruments acquired or issued after the beginning of the first fiscal year that
begins after September 15, 2006. The Company is currently evaluating the effect
the adoption of SFAS No. 155 will have on its financial position, results of
operations, and cash flows.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156 requires
an entity to recognize a servicing asset or liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract
under a transfer of the servicer's financial assets that meets the requirements
for sale accounting, a transfer of the servicer's financial assets to a
qualified special-purpose entity in a guaranteed mortgage securitization in
which the transferor retains all of the resulting securities and classifies them
as either available-for-sale or trading securities in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities" and an
acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates. Additionally, SFAS No. 156 requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, permits an entity to choose either the use of an amortization or fair
value method for subsequent measurements, permits at initial adoption a one-time
reclassification of available-for-sale securities to trading securities by
entities with recognized servicing rights and requires separate presentation of
servicing assets and liabilities subsequently measured at fair value and
additional disclosures for all separately recognized servicing assets and
liabilities. SFAS No. 156 is effective for transactions entered into after the
beginning of the first fiscal year that begins after September 15, 2006. The
Company is currently evaluating the effect the adoption of SFAS No. 156 will
have on its financial position, results of operations, and cash flows.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

In conjunction with the spin-off, iVoice Technology has entered into a temporary
administrative services agreement with iVoice, Inc. 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, Inc. 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, Inc. and Non-Executive Chairman of the Board of iVoice Technology. This
amount is related to funds loaned to iVoice, Inc. and is unrelated to the
operations of iVoice Technology. The note will bear interest at the rate of
prime plus 2.0% (10.5% at June 30, 2006) per annum 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%)

                                       11
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)
-----------------------------------------------

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 June 30, 2006, the
outstanding balance owed Mr. Mahoney is $190,000 plus accrued interest of
$14,646.

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. The Board has the option to pay Mr.
Mahoney's compensation in the form of Class B Common Stock. Mr. Mahoney also
will also be entitled to certain bonuses based on mergers and acquisitions
completed by the Company.

During the six months ended June 30, 2006, Mr. Mahoney deferred $18,860 of his
compensation and received 1,326,240 shares of Class A Common Stock as repayment
of $11,140 of deferred compensation. As of June 30, 2006, the outstanding
balance due to Mr. Mahoney is $94,270.

On August 29, 2005, the Company entered into an employment agreement with Mark
Meller. Mr. Meller will serve as the Company's President, Chief Executive
Officer and Chief Financial Officer for a term of one year, renewable annually.
As compensation, the Company will pay 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 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. Mr. Meller
will also be entitled to certain bonuses based on mergers and acquisitions
completed by the Company.

During the six months ended June 30, 2006, Mr. Meller received 1,326,240 shares
of Class A Common Stock as a repayment of $11,140 for deferred compensation. As
of June 30, 2006, the outstanding balance due to Mr. Meller is $43,735.

NOTE 6 - 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.

                                       12
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 6 - INCOME TAXES (CONTINUED)
---------------------------------

At June 30, 2006, deferred tax assets consist of the following:

      Deferred tax assets                         $ 293,000
      Less: Valuation allowance                    (293,000)
                                                  ---------

      Net deferred tax assets                           -0-
                                                  =========

At June 30, 2006, the Company had a federal net operating loss carry forward in
the approximate amount of $863,000 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 7 - DEBT
-------------

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
notes will be in the aggregate amount of $700,000, $560,000 loaned through the
previously issued and exchanged convertible debentures in 2004 and $140,000
advanced on February 28, 2005. A commitment fee of 10% of the face amount of the
previously issued convertible debentures and recently issued promissory note was
paid at the time of each advance. The previously paid commitment fees were
credited against commitment fees due and owing against the promissory note. The
balance of the commitment fee owed from the recently issued promissory note was
paid on February 28, 2005, at the time that such $140,000 was advanced to the
Company.

The promissory notes bear 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 week thereafter until the
principal is paid in full.

The promissory notes mature on September 5, 2006 with a lump sum payment due of
any remaining principal and 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. As of June 30, 2006, the
principal balance on the note is $700,000 plus accrued interest of $123,729.

                                       13
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 7 - DEBT (CONTINUED)
-------------------------

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. As of June 30, 2006, the Company has sold 8,319,781 shares of Class A
Common Stock to Cornell Capital for a net proceeds of $106,800, net of fees and
discounts of $19,495.

NOTE 8 - CAPITAL STOCK
----------------------

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

a)    Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred Stock,
par value $1.00 per share. As of June 30, 2006, iVoice Technology has not issued
any shares of Preferred Stock.

b)    Class A Common Stock

As of June 30, 2006, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, 24,451,983 shares were issued, 23,433,764 shares were
outstanding and 1,018,219 shares held in escrow.

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.

                                       14
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 8 - CAPITAL STOCK (CONTINUED)
----------------------------------

For the six months ended June 30, 2006, the Company had the following
transactions in its Class A common stock:

o     The Company issued 2,652,480 shares of Class A common stock, with a total
      value of $22,280 to officers of the Company as repayment of accrued
      salaries. The fair market value of the shares was $64,874, resulting in a
      charge to beneficial interest of $40,222.

o     The Company issued 1,000,000 shares of Class A common stock, with a total
      value of $10,482 as repayment of accrued legal fees. The fair market value
      of the shares was $30,000, resulting in a charge to beneficial interest of
      $19,518.

o     The Company issued 572,519 shares of Class A common stock, with a total
      value of $6,000 as repayment of accrued director fees. The fair market
      value of the shares was $17,176, resulting in a charge to beneficial
      interest of $11,176.

o     The Company issued 8,319,781 shares of Class A common stock per the Equity
      Line of Credit with Cornell Capital valued at $126,290.

c)    Class B Common Stock

As of June 30, 2006, 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 June 30, 2006, no shares were issued or
outstanding.

d)    Class C Common Stock

As of June 30, 2006, 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 June 30, 2006, no shares were issued or
outstanding.

                                       15
<PAGE>

                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 9 - STOCK OPTIONS
----------------------

Stock Option Plans

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 did not issue any stock options for the six months ended June 30,
2006.




























                                       16
<PAGE>

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

     You should read the following discussion in conjunction with our audited
financial statements and related notes included in the Form 10-KSB previously
filed with the SEC. Our fiscal year currently ends on December 31, and each of
our fiscal quarters ends on the final day of a calendar quarter (each March 31,
June 30 and September 30). The following discussion contains forward-looking
statements. Please see "Cautionary Statement Regarding Forward-Looking
Statements" for a discussion of uncertainties, risks and assumptions associated
with these statements.

OVERVIEW AND PLAN OF OPERATION

     Prior to August 5, 2005, the Company's previous financial results and
operations were reflected in the consolidated financial statements and
accounting records of iVoice, Inc., and reflected significant assumptions and
allocations. These financial statements do not necessarily reflect the financial
position, results of operations and cash flows of iVoice Technology had it been
a stand-alone entity.

     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, Inc. of certain assets and related liabilities on August
5, 2005. In connection with this Spin-off by iVoice, Inc., iVoice, Inc. assigned
and conveyed to iVoice Technology its IVR software business and related
liabilities, including all intellectual property of iVoice, Inc. relating to the
IVR software business. The board and management of iVoice, Inc. 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, Inc. 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,
Inc., and as an independent company such losses may continue or increase.
Additionally, iVoice Technology's business has relied on iVoice, Inc. 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
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.

                                       17
<PAGE>

     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 completing the Spin-Off,
listing our Class A Common Stock on the Over-the-Counter Bulletin Board and
having a registration statement declared effective by the SEC of shares to be
sold to Cornell Capital Partners pursuant to the Securities Act of 1933, as
amended. [See "Liquidity and Capital Resources."] As of June 30, 2006, pursuant
to the above-mentioned terms of the SEDA, iVoice Technology Class A Common Stock
is listed and trades on the Over-the-Counter Bulletin Board and the Spin-Off has
been completed.

     If iVoice Technology cannot fund its working capital needs under the SEDA
with Cornell Capital Partners, we will be unable to obtain sufficient capital
resources to operate our business, and 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.

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005

     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. Total
revenues for the six months ended June 30, 2006 and June 30, 2005 were $58,051
and $70,838, respectively. The $12,787 decrease in revenues was primarily the
result of lower maintenance renewals when compared to the prior year. 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 six months ended June 30, 2006 and June 30, 2005 was
$54,661 and $70,100, respectively. The decrease in gross margin was primarily
due to the reduced maintenance revenues which carries no direct costs.

     Total operating expenses increased to $224,544 for the six months ended
June 30, 2006 from $198,653 for the six months ended June 30, 2005, an increase
of $25,891 or 13.03%. This increase in the current six months period is
primarily attributable to increase legal and professional fees incurred for
public reporting companies following the spin-off from iVoice Inc. The $52,234
increase in professional fees was offset by decrease in selling expense of
$24,460.

     Total other income (expense) for the six months ended June 30, 2006 were an
expense of $120,135 as compared to expense of $28,620 for the six months ended
June 30, 2005, an increase of $91,515. During

                                       18
<PAGE>

the six months ended June 30, 2006, iVoice Technology recorded $123,040 of
interest expense and $2,905 of interest income. During the six months ended June
30, 2005, iVoice Technology recorded $14,000 for financing costs, $16,359 for
interest expenses and $1,739 for other income. The finance costs were for fees
paid to Cornell Capital Partners for additional financing arrangements. The
other income was primarily from interest earned on the cash accounts. The
interest expense was for accrued interest on promissory note to Cornell Capital
Partners and on the related party notes as well as beneficial interest charges
on conversions.

     Net loss for the six months ended June 30, 2006 was $290,018 as compared to
a loss of $157,173 for the six months ended June 30, 2005. The increase in net
loss of $132,848 was the result of the factors discussed above.

     As of June 30, 2006, iVoice Technology had one full-time employee and two
part-time employees.

THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THREE MONTHS ENDED JUNE 30, 2005

     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. Total
revenues for the three months ended June 30, 2006 and June 30, 2005 were $25,864
and $16,977, respectively. The $8,887 increase in revenue between the three
months ended June 30, 2006 and the three months ended June 30, 2005 was the
result of increase of software products sold in 2006 as compared to 2005. The
low sales volume of the IVR business is attributable to the minimal resources
made available by iVoice Technology 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 three months ended June 30, 2006 and June 30, 2005 was
$25,864 and $16,977, respectively. Software products and maintenance revenue
have no direct cost content.

     Total operating expenses increased to $114,248 for the three months ended
June 30, 2006 from $90,793 for the three months ended June 30, 2005, an increase
of $23,455 or 25.83%. This increase in the current three months period is
primarily attributable to various legal and professional fees incurred for
public reporting companies following the spin-off from iVoice Inc. The $26,316
increase in professional fees and $21,930 increase in officer's salaries was
offset by decrease in selling expense of $22,771.

     Total other income (expense) for the three months ended June 30, 2006 were
an expense of $34,874 as compared to expense of $7,783 for the three months
ended June 30, 2005, an increase of $27,091. During the three months ended June
30, 2006, iVoice Technology recorded $38,204 of interest expense and $3,330 of
interest income. During the three months ended June 30, 2005, iVoice Technology
recorded $8,726 for interest expense and $943 for interest income. The interest
income was earned on the cash accounts. The interest expense was for accrued
interest on promissory note to Cornell Capital Partners and on the related party
notes as well as beneficial interest charges on conversions.

     Net loss for the three months ended June 30, 2006 was $123,258 as compared
to a loss of $81,599 for the three months ended June 30, 2005. The increase in
net loss of $41,659 was the result of the factors discussed above.

                                       19
<PAGE>

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. These promissory notes accrue interest at rate of 12% per
annum, but are 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, Inc. 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 September 22, 2005, we entered into a Standby Equity Distribution
Agreement ("SEDA") with Cornell Capital Partners, L.P. ("Cornell Capital"),
which was amended and restated on December 12, 2005. Pursuant to the SEDA, we
may, at our discretion, periodically issue and sell to Cornell Capital shares of
Class A Common Stock for a total purchase price of $10.0 million. The maximum
amount of each advance amount is $600,000 per advance notice. A minimum of five
trading days must pass between each advance notice. Cornell Capital will
purchase the shares of Class A Common Stock for a 5% discount to the prevailing
market price of our common stock. In addition, Cornell Capital will retain 6% of
each advance under the SEDA, and Cornell Capital was paid a one-time commitment
fee equal to 150,000 shares of iVoice Technology Class A Common Stock. The
obligation of Cornell Capital to purchase shares under the SEDA terminates upon
the suspension of the effectiveness of the registration statement of which this
Report is a part for an aggregate of fifty trading days or the failure of iVoice
Technology to remedy a material breach of the SEDA within thirty days of receipt
of notice. The initial closing under the SEDA and each subsequent closing of a
purchase and sale of shares are conditioned upon the satisfaction of customary
conditions.

     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 listing our Class A Common Stock on the NASD Over-the-Counter Bulletin
Board and having the registration statement relating to the SEDA declared
effective. As of June 30, 2006, the Class A Common Stock is trading on the NASD
Over-the-Counter Bulletin Board. If iVoice Technology cannot satisfy the
remaining requirements for Cornell Capital Partners to purchase the Class A
Common Stock under the terms of the SEDA, 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.

                                       20
<PAGE>

Our inability to obtain sufficient financing would have an immediate material
adverse effect on the Company, our financial condition, and our business.
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
liabilities, for the year ended December 31, 2006, 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, Inc. 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 the foregoing, 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, Inc. and iVoice, Inc. 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, Inc. an outstanding promissory
demand note in the amount of $190,000 payable to Jerry Mahoney. This amount is
related to funds that had been loaned to iVoice, Inc. in July 2000 that was 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, Inc. Pursuant to the terms of the promissory note, 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

During the six months ended June 30, 2006, the Company had a net decrease in
cash of $15,576. The Company's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIES. The Company used $122,375 in cash for
operating activities during the six months ended June 30, 2006. This was
primarily the result of the cash used to fund the cash loss from current
operating activities.

                                       21
<PAGE>

     CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities for the six
months ended June 30, 2006 provided a total of $106,799 in cash. This consisted
of net proceeds from the issuance of common stock through the equity financing
agreement with Cornell Capital Partners.


FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

     Certain information included in this Form 10-QSB and other materials filed
or to be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.







                                       22
<PAGE>

ITEM 3.   CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company maintains a set of disclosure 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.

Based upon their evaluation as of the end of the time period covered by this
report, our chief executive officer concluded that our disclosure controls and
procedures are not 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.

Our Board of Directors were advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their performance
of review procedures for the period ended June 30, 2006, they have identified a
material weakness as defined in Public Company Accounting Oversight Board
Standard No. 2 in our internal control mover financial reporting.

This deficiency consisted primarily of inadequate staffing and supervision that
could lead to the untimely identification and resolution of accounting and
disclosure matters and failure to perform time and effective reviews. However,
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. Management is required to apply its judgment in evaluating the
cost-benefit relationship of possible control and procedures.


CHANGES IN INTERNAL CONTROLS.

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


                                       23
<PAGE>

PART II - OTHER INFORMATION


ITEM 6.   EXHIBITS

          31.1    Certifications of the Chief Executive Officer and Principal
                  Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

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




























                                       24
<PAGE>

SIGNATURES

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


iVoice Technology, Inc.

By: /s/ Mark Meller                                 Date:     August 14, 2006
    -------------------------------------------------------------------------
      Mark Meller, President and
      Principal Financial Officer

























                                       25
<PAGE>

INDEX OF EXHIBITS

          31.1    Certifications of the Chief Executive Officer and Principal
                  Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

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




































                                       26