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

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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2008

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

                         Commission File No. 333-120507

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

       NEW JERSEY                                            20-1862816
(State of Incorporation)                             (I.R.S. Employer ID Number)

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

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [ ]
Smaller reporting company [X] (Do not check if a smaller reporting company)

Indicate the number of shares outstanding of the issuer's common stock, as of
the latest practical date: 1,159,096,193 shares of Class A Common stock, no par
value as of August 8, 2008.
================================================================================
<PAGE>

                               SPEECHSWITCH, INC.
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

           PART I - FINANCIAL INFORMATION

Item 1.    Condensed Financial Statements:

           Condensed Balance Sheets -
           June 30, 2008 (Unaudited) and December 31, 2007 (Audited)           1

           Condensed Statements of Operations -
           Three and Six Months Ended June 30, 2008 and 2007 (Unaudited)       2

           Condensed Statements of Cash Flows -
           Six Months Ended June 30, 2008 and 2007 (Unaudited)               3-4

           Notes to Condensed Financial Statements (Unaudited)              5-20

Item 2.    Management's Discussion and Analysis or of the Results of
           Operations and Financial Position                               21-27

Item 4T.   Controls and Procedures                                         27-28

           PART II - OTHER INFORMATION


Item 5.    Other Information                                                  29

Item 6.    Exhibits                                                           29
<PAGE>

ITEM 1 - FINANCIAL STATEMENTS

                               SPEECHSWITCH, INC.
                               ------------------
                            CONDENSED BALANCE SHEETS
                            ------------------------
<TABLE><CAPTION>
ASSETS                                                                                 JUNE 30,        DECEMBER 31,
                                                                                         2008             2007
                                                                                     ------------      ------------
                                                                                      (UNAUDITED)        (AUDITED)
<S>                                                                                  <C>               <C>
Current assets:
  Cash and cash equivalents                                                          $     71,246      $    185,581
  Accounts receivable, net of allowance for doubtful accounts of $2,862
    at  June 30, 2008 and December 31, 2007                                                 1,136             5,500
  Prepaid expenses                                                                          2,809            11,115
                                                                                     ------------      ------------

Total current assets                                                                       75,191           202,196

Intangible assets, net                                                                      4,018             5,720
                                                                                     ------------      ------------

Total assets                                                                         $     79,209      $    207,916
                                                                                     ============      ============

LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                                              $    932,198      $    898,009
  Deferred maintenance contracts                                                            2,984             5,291
  Note payable - other                                                                    105,956           124,268
  Convertible promissory note, net of unamortized debt discount of $51,902                  3,553              --
  Convertible debenture, net of unamortized debt discount of $536,327
    and $729,419 at June 30, 2008 and December 31, 2007, respectively                     385,013           245,821
  Derivative liabilities                                                                1,698,903         2,536,646
                                                                                     ------------      ------------

Total current liabilities                                                               3,128,607         3,810,035
                                                                                     ------------      ------------
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; 1,159,096,193
            and 383,858,924 shares issued and outstanding
            as of June 30, 2008 and December 31, 2007, respectively                       775,484           606,787
         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                                                          2,119,085         2,125,375
    Accumulated deficit                                                                (5,943,967)       (6,334,281)
                                                                                     ------------      ------------

Total stockholders' deficit                                                            (3,049,398)       (3,602,119)
                                                                                     ------------      ------------

Total liabilities and stockholders' deficit                                          $     79,209      $    207,916
                                                                                     ============      ============
</TABLE>
See accompanying notes to condensed financial statements

                                       1
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (UNAUDITED)

<TABLE><CAPTION>
                                                       Three Months Ended                            Six Months Ended
                                             --------------------------------------      --------------------------------------
                                               June 30, 2008         June 30, 2007         June 30, 2008         June 30, 2007
                                             ----------------      ----------------      ----------------      ----------------
<S>                                          <C>                   <C>                   <C>                   <C>
Net sales                                    $         17,395      $         16,353      $         23,431      $         30,855
Cost of sales                                           3,846                 6,276                 4,839                15,613
                                             ----------------      ----------------      ----------------      ----------------

Gross margin                                           13,549                10,077                18,592                15,242
                                             ----------------      ----------------      ----------------      ----------------
Operating expenses:
  Selling and marketing expenses                       22,199                21,314                43,814                50,972
  General and administrative expenses                  85,298               175,225               158,335               294,838
  Engineering, research, & development                  9,755                21,038                32,000                44,660
                                             ----------------      ----------------      ----------------      ----------------
Total operating expenses                              117,252               217,577               234,149               390,470
                                             ----------------      ----------------      ----------------      ----------------

     Loss from operations                            (103,703)             (207,500)             (215,557)             (375,228)
                                             ----------------      ----------------      ----------------      ----------------
Other income (expense):
  Interest income                                         461                   525                 1,371                 1,798
  Interest expense                                    (27,888)                  672               (92,053)              (51,337)
  Amortization of debt discount                      (100,312)              (83,942)             (208,726)              (83,942)
  Gain (loss) on valuation of derivative             (560,098)             (128,876)              905,279              (253,355)

Total other income (expense)                         (687,837)             (211,621)              605,871              (386,836)

Income (loss) from operations before
    income taxes                                     (791,540)             (419,121)              390,314              (762,064)

Provision for income taxes                               --                    --                    --                    --
                                             ----------------      ----------------      ----------------      ----------------
Net income (loss) attributable to common
    Shares                                   $       (791,540)     $       (419,121)     $        390,314      $       (762,064)
                                             ================      ================      ================      ================

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

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

Weighted average shares outstanding -
     basic                                      1,014,261,028            48,165,885           826,751,255            39,451,680

Weighted average shares outstanding -
     diluted                                    1,014,261,028            48,165,885        10,000,000,000            39,451,680
</TABLE>

See accompanying notes to condensed financial statements

                                       2
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ----------------------------------
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                                            SIX MONTHS ENDED
                                                                                     ------------------------------
                                                                                       JUNE 30,          JUNE 30,
                                                                                         2008              2007
                                                                                     ------------      ------------
<S>                                                                                  <C>               <C>
Cash flows from operating activities:
Net income (loss)                                                                    $    390,314      $   (762,064)
Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
       Amortization of intangibles                                                          1,702             1,702
       (Gain) loss on valuation of derivative                                            (905,279)          253,355
       Amortization of debt discount                                                      208,726            83,942
       Beneficial interest on conversion of debt                                           54,050             9,113
       Common stock issued for investor relations                                            --              21,000
       Common stock issued for consulting services                                           --              30,000
       Common stock issued for legal services                                                --               7,000

Changes in assets and liabilities:
    Decrease in accounts receivable                                                         4,364            12,326
    Decrease in prepaid expenses                                                            8,306             5,979
    Increase in accounts payable and accrued liabilities                                  101,724            96,224
    Increase in amounts due to related parties                                               --              26,514
   (Decrease) increase in deferred maintenance contracts                                   (2,307)              364
                                                                                     ------------      ------------

Net cash (used in) operating activities                                                  (138,400)         (214,545)
                                                                                     ------------      ------------
Cash flows from financing activities:
    Repayment of note payable - other                                                      (6,000)             --
    Issuance of common stock through equity financing                                      30,065            35,099
                                                                                     ------------      ------------

Net cash provided by financing activities                                                  24,065            35,099
                                                                                     ------------      ------------

Net (decrease) in cash and cash equivalents                                              (114,335)         (179,446)

Cash and cash equivalents at beginning of period                                          185,581           255,907
                                                                                     ------------      ------------

Cash and cash equivalents at end of period                                           $     71,246      $     76,461
                                                                                     ============      ============

SUPPLEMENTAL CASH FLOW INFORMATION:

Taxes paid                                                                           $       --        $       --
                                                                                     ============      ============
Interest paid                                                                        $       --        $       --
                                                                                     ============      ============
Non-Cash Transactions
---------------------
Note Payable converted to Convertible Debenture                                      $       --        $  1,000,000
                                                                                     ============      ============
Accounts Payable converted to Convertible Promissory Note                            $     67,535      $       --
                                                                                     ============      ============
</TABLE>

See accompanying notes to condensed financial statements

                                       3
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
                 CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
                 ----------------------------------------------
                                  (UNAUDITED)

Supplemental Schedule of Non-Cash Financing Activities:

For the Six Months Ended Months June 30, 2008:

     a)   The Company issued 408,466,666 shares of Class A common stock for
          repayment of convertible debenture in lieu of cash, valued at $76,111.
          The difference in the market value and the reduction in debt of
          $53,900 was charged to beneficial interest in the amount of $22,211.

     b)   The Company issued 81,000,000 shares of Class A common stock with a
          fair market value of $37,356 to an officer to reduce the promissory
          note by $12,312. The difference in the market value and the reduction
          in debt was charged to beneficial interest in the amount of $25,044.

     c)   The Company issued 151,000,000 shares of Class A common stock with a
          fair market value of $18,875 to iVoice, Inc. to reduce the convertible
          promissory note by $12,080. The difference in the market value and the
          reduction in debt was charged to beneficial interest in the amount of
          $6,795.

     d)   The Company converted $67,535 of accounts payable into a convertible
          promissory note.

For the Six Months Ended Months June 30, 2007

     a)   The Company issued 3,500,000 shares of Class A common stock with a
          fair market value of $7,000 for repayment of legal expenses valued at
          $2,520. The difference in the market value and the value of the
          services was appropriately charged to beneficial interest in the
          amount of $4,480.

     b)   The Company issued 6,200,000 shares of Class A common stock with a
          fair market value of $13,577 to an officer to reduce the promissory
          note by $4,464. The difference in the market value and the value of
          the services was appropriately charged to beneficial interest in the
          amount of $9,113.

     c)   The Company issued 7,000,000 shares of Class A common stock of the
          Company to a firm for to perform investor relations. The value of the
          stock was $21,000.

     d)   The Company issued 10,000,000 shares of Class A common stock of the
          Company to a firm for to perform consulting services. The value of the
          stock was $30,000.

     e)   The Company issued 6,288,889 shares of Class A common stock to Cornell
          Capital to convert $5,660 of the Convertible Debenture into common
          stock of the Company.

     f)   The Company converted $1,000,000 of note payable into a convertible
          debenture.

                                       4
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 1     Background
------     ----------

In September 2004, SpeechSwitch was formed to continue to develop, market and
license the automated speech attendant software, which runs on industry-standard
hardware and performs speech recognition. The 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 (the
"Spin-off") to SpeechSwitch. The Class A Common Stock shares of the Company were
distributed to iVoice shareholders in the form of a taxable special dividend
distribution.

On August 4, 2005, the registration statement filed by the Company to effectuate
the Spin-off was declared effective by the U.S. Securities and Exchange
Commission (the "SEC") and the Spin-off was thereafter completed on August 5,
2005.

Note 2     Business Operations
------     -------------------

The Company develops, markets and licenses the lines of business relating to
iVoice's Speech- Enabled Auto Attendant, Name Dialer and Speech Software
Developers Kit (Speech SDK) products, which were developed by iVoice. Speech
recognition is used to recognize what a person says, and through the use of
natural language understanding, derives the meaning of what is said. The Company
also offers a range of support services that enable its customers and channel
partners to develop voice-driven applications that use the Company's software.
Our products are designed to be "people oriented", with features that can be
readily used with out special training and manuals. Our product line of Speech
SDK, incorporate this philosophy. SpeechSwitch markets, promotes and sells its
speech-enabled products primarily through telephony reseller channels. The
Company also sells direct to end users in geographic locations where an
authorized reseller does not exist. On direct sales orders, the Company is able
to achieve greater profit margins through higher direct selling prices.

The Company employs two full-time employees and one part-time employee.
SpeechSwitch may seek to expand its operations through additional sales and
marketing activity and the acquisition of additional businesses. Any potential
acquired additional businesses may be outside the current field of operations of
SpeechSwitch. SpeechSwitch may not be able to identify, successfully integrate
or profitably manage any such businesses or operations. Currently, SpeechSwitch
has no plans, proposals or arrangements, either orally or in writing, regarding
any proposed acquisitions and is not considering any potential acquisitions.

                                       5
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

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 and other services.

As of June 30, 2008, the Company had a negative cash flow from operations and
negative working capital. Although the Company reported a net profit for the six
months ending June 30, 2008, the profit was attributable to the fluctuation in
the market price of its stock, which was reflected in the substantial gain in
the valuation of the derivative. 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. However, these plans are dependent upon obtaining additional capital. 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.

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-Q 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, 2007
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.

                                       6
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 4     Summary of Significant Accounting Policies (continued)
------     ------------------------------------------------------

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.

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.

Due to the nature of the business and one-time contracts, it is unlikely that
any one customer will impact revenues in future periods.

                                       7
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 4     Summary of Significant Accounting Policies (continued)
------     ------------------------------------------------------

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 are included in selling expenses.
For the three months ended June 30, 2008, and 2007, advertising costs amounted
to $-0- and $1,703, respectively. For the six months ended June 30, 2008, and
2007, advertising costs amounted to $431 and $1,914, 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, 2008 and December 31, 2007.

h)    Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation. The reclassifications have had no effect on the results of
operations or cash flows for the period ended June 30, 2007.

i)    Intangible Assets

In May and December 2003, the Company was issued two patents by the U.S. Patent
and Trademark Office for its Speech-Enabled Automatic Telephone Dialer. The
patents expire 20 years from the date of the original patent filings. All
accumulated costs incurred with respect to the Company's patent filings have
been capitalized. Costs related specifically to the awarded patents are now
being amortized on a straight basis over the life of the patents. In accordance
with FAS 142, goodwill and indefinite-lived intangible assets are reviewed for
impairment at least annually, or whenever events or changes in circumstances
indicate the carrying amounts of the assets may be impaired. The Company has
elected to perform the impairment review during the fourth quarter of each year,
in conjunction with the annual planning cycle.

                                       8
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 4     Summary of Significant Accounting Policies (continued)
------     ------------------------------------------------------

j)    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.

k)    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.

l)    Fair Value of Instruments

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

m)    Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of trade accounts receivable and cash. As of June
30, 2008, the Company believes it has no significant risk related to its
concentration within its accounts receivable.

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, 2008 and December 31, 2007
were $-0- and $85,581, respectively.

                                        9
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 5     Income (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 and diluted income (loss) per common share is based on net
income (loss) for the relevant period, divided by the weighted average number of
common shares outstanding during the period. Diluted income (loss) per common
share is based on net income (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 period ended
June 30, 2007 does not include common stock equivalents, as these shares would
have no effect. The computation of diluted loss per share for the period ended
June 30, 2007 also does not assume conversion, exercise or contingent exercise
of securities due to the beneficial conversion of related party accounts as this
would be anti-dilutive.

<TABLE><CAPTION>
                                                                    THREE MONTHS ENDED     THREE MONTHS ENDED
                                                                      JUNE  30, 2008         JUNE 30, 2007
                                                                    ------------------     ------------------
<S>                                                                 <C>                    <C>
BASIC NET LOSS PER SHARE COMPUTATION:
  Net loss attributable to common stockholders                      $         (791,540)    $         (419,121)
  Weighted-average common shares outstanding                             1,014,261,028             48,165,885
  Basic net loss per share attributable to
       common stockholders                                          $            (0.00)    $            (0.01)
DILUTED NET LOSS PER SHARE COMPUTATION
  Net loss attributable to common stockholders                      $         (791,540)    $         (419,121)
  Weighted-average common shares outstanding                             1,014,261,028             48,165,885
  Incremental shares attributable to the assumed conversion of
      Convertible debenture and convertible promissory note                       --                     --
  Total adjusted weighted-average shares                                 1,014,261,028             48,165,885
  Diluted net loss per share attributable to
      common stockholders                                           $            (0.00)    $            (0.01)

                                                                     SIX MONTHS ENDED      SIX MONTHS ENDED
                                                                       JUNE 30, 2008         JUNE 30, 2007
                                                                    ------------------     ------------------
BASIC NET INCOME (LOSS) PER SHARE COMPUTATION:
  Net income (loss) attributable to common stockholders             $          390,314     $         (762,064)
  Weighted-average common shares outstanding                               826,751,255             39,451,680
  Basic and diluted net income (loss) per share attributable to
       common stockholders                                          $             0.00     $            (0.02)
DILUTED NET INCOME (LOSS) PER SHARE COMPUTATION
  Net income (loss) attributable to common stockholders             $          390,314     $         (762,064)
  Weighted-average common shares outstanding                               826,751,255             39,451,680
  Incremental shares attributable to the assumed conversion of
      Convertible debenture and convertible promissory note              9,173,248,745                   --
  Total adjusted weighted-average shares                                10,000,000,000             39,451,680
  Diluted net income (loss) per share attributable to
      common stockholders                                           $             0.00     $            (0.02)
</TABLE>

The Company had common stock equivalents in excess of its authorized capital at
June 30, 2008, so the maximum authorized shares of 10,000,000,000 are shown for
diluted earnings per common share calculations. The Company had common stock
equivalents of 10,813,338,755 at June 30, 2008.

                                       10
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 6     Intangible Assets
------     -----------------

Intangible assets consist of accumulated costs incurred with respect to the
Company's patent filings originally paid for by iVoice for $24,000 in May and
December 2003. These assets were valued at $16,800 at the date of the spin-off
from iVoice, Inc. Additional filing costs of $225 were capitalized on August 26,
2005. These assets are reflected at cost, net of accumulated amortization of
$13,007, at June 30, 2008.

Note 7     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 June 30, 2008 and December 31, 2007 deferred tax assets consist of the
following:
                                           June 30,        December 31,
                                             2008              2007
                                          ----------        ----------
            Deferred tax assets           $  564,000        $  494,000
            Less: Valuation Allowance       (564,000)         (494,000)
                                          ----------        ----------
            Net deferred tax assets       $      -0-        $      -0-
                                          ==========        ==========

At June 30, 2008 and December 31, 2007, the Company had federal net operating
loss carry forwards in the approximate amounts of $1,658,000 and $1,454,000,
respectively, 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 8     Related Party Transactions
------     --------------------------

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

The Company also assumed an outstanding promissory 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 Directors of SpeechSwitch.
This amount is related to funds loaned to iVoice and is unrelated to the
operations of SpeechSwitch. The note will bear interest at the rate of Prime
plus 2.0% per annum (7.0% at June 30, 2008) on the unpaid balance until paid.
Under the terms of the Promissory Note, at the option of the Promissory Note
holder, principal and interest can be converted into either (i) one share of
SpeechSwitch Class B Common Stock, par value $.01 per share, for each dollar
owed, (ii) the number of shares of SpeechSwitch Class A Common Stock 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 Promissory Note, before any repayment of
interest. The Board of Directors of the Company maintains control

                                       11
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 8     Related Party Transactions (continued)
------     --------------------------------------

over the issuance of shares and may decline the request for conversion of the
repayment into shares of the Company. As of June 30, 2008, the outstanding
balance due to Mr. Mahoney is $105,956 plus accrued interest of $76,038. On
February 7, 2008, the Company announced that it had accepted the resignation of
Mr. Jerry Mahoney as Non-Executive Chairman of the Company. Since Mr. Mahoney is
no longer a related party, such amounts have been reclassified from note payable
- related party to note payable - other.

SpeechSwitch entered into a five-year employment agreement with Mr. Mahoney as
of August 1, 2004. Mr. Mahoney will serve as SpeechSwitch's Non-Executive
Chairman of the Board for a term of five years. As consideration, SpeechSwitch
agreed to pay Mr. Mahoney the sum of $85,000 the first year with an annual
increase based on the Consumer Price Index every year thereafter. SpeechSwitch
also agreed to pay Mr. Mahoney a bonus for each merger or acquisition completed
by the Company equal to six percent (6%) of the gross consideration paid or
received by SpeechSwitch in a merger or acquisition completed by the Company
during the term of the agreement. This bonus would be payable in the form of
cash, debt, or shares of our Class B Common Stock at the option of Mr. Mahoney.
On February 7, 2008, the Company announced that it had accepted the resignation
of Mr. Jerry Mahoney as Non-Executive Chairman of the Company. For the one month
ended January 31, 2008, Mr. Mahoney deferred $7,702 of his compensation.
Effective February 1, 2008, Mr. Mahoney entered into a consulting arrangement
with the Company and Mr. Mahoney will be paid $92,428 annually with an annual
increase based upon the Consumer Price Index. Mr. Mahoney agrees to accept
compensation in the form of Class B common stock in lieu of cash for as long as
the Board of Directors decides in their sole discretion that the Company does
not have the financial resources to pay Mr. Mahoney in cash. Mr. Mahoney
deferred $38,512 of his consulting fees for the six months ended June 30, 2008.
As of June 30, 2008 total deferred compensation and consulting fees due Mr.
Mahoney was $273,696. Since Mr. Mahoney is no longer a related party, these
amounts have been reclassified from "due to related parties" to accrued
expenses.

SpeechSwitch entered into an employment agreement with Bruce Knef as of November
8, 2004. Pursuant to the terms of the employment agreement, as amended on
November 22, 2006, Mr. Knef will serve as SpeechSwitch's President and Chief
Executive Officer until November 7, 2007. Mr. Knef's employment agreement
expired in November 2007, but he continues to work for the Company. As
consideration, SpeechSwitch agreed to pay Mr. Knef a base salary of $85,000
during the term. In addition, SpeechSwitch agreed to pay Mr. Knef incentive
compensation based on the amount of total revenues collected by SpeechSwitch. If
SpeechSwitch records and collects total revenues in an amount greater than
$300,000 but less than $2,000,000, Mr. Knef will receive a bonus equal to 7.5%
of the total revenues of the Company. If SpeechSwitch records and collects total
revenues in an amount greater than $2,000,000, in addition to the 7.5% bonus,
Mr. Knef will also receive a bonus equal to 3.5% of the total revenues of the
Company in excess of $2,000,000. However, if the Company's pre-tax profit margin
for the year is less than 35%, Mr. Knef's aggregate bonus will be reduced by
35%.

Note 9     Convertible Promissory Note and Derivative Liability
------     ----------------------------------------------------

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

                                       12
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 9     Convertible Promissory Note and Derivative Liability (continued)
------     ----------------------------------------------------------------

In March 2008, the administrative services agreement was amended to provide that
accrued and unpaid administrative services shall be segregated and converted
into a Convertible Promissory Note. The principal and interest shall be due and
payable as follows: (a) interest shall accrue monthly on the unpaid balance and
shall be paid annually, and (b) principal shall be payable on demand.

On March 5, 2008, the Company converted its outstanding accounts payable to
iVoice, Inc. for unpaid administrative services in the amount of $50,652 into a
convertible promissory note at the rate of prime plus 1 percent per annum.
Additional amounts may be added to this note based on any unpaid administrative
services, and will accrue interest at the above specified rate from date of
advance until paid. During the quarter ended June 30, 2008, unpaid
administrative services in the amount of $16,883 were added to the convertible
promissory note.

iVoice, Inc. may elect payment of the principal and/or interest, at the its sole
discretion, owed pursuant to this Note by requiring the Company to issue to
iVoice, or his assigns either: (i) one Class B common stock share of the Company
par value $.01 per share, for each dollar owed, (ii) the number of Class A
common stock shares of the Company calculated by dividing (x) the sum of the
principal and interest that the Note holder has decided to have paid 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 quarter ended June 30, 2008, the Company issued 80,000,000 shares of
Class A common stock with a fair value of $10,000 to reduce the promissory note
in the amount of $6,400. The difference in the market value and the convertible
promissory note reduction was charged to beneficial interest in the amount of
$3,600. For the six months ended June 30, 2008, the Company issued 151,000,000
shares of Class A common stock with a fair value of $18,875 to reduce the
promissory not in the amount of $12,080. The difference in the market value and
the convertible promissory note reduction was charged to beneficial interest in
the amount of $6,795. As of June 30, 2008, the outstanding balance on the
Convertible Promissory Note was $55,455.

Unless otherwise provided, this Note may be prepaid in full or in part at any
time without penalty or premium. Partial prepayments shall be applied to
installments due in reverse order of their maturity.

In the event of (a) default in payment of any installment of principal or
interest hereof as the same becomes due and such default is not cured within ten
(10) days from the due date, or (b) default under the terms of any instrument
securing this Note, and such default is not cured within fifteen (15) days after
written notice to maker, then in either such event the holder may, without
further notice, declare the remainder of the principal sum, together with all
interest accrued thereon, and the prepayment premium, if any, at once due and
payable. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same at any other time. The unpaid principal of this Note
and any part thereof, accrued interest and all other sums due under this Note
shall bear interest at the rate of prime plus 2 percent per annum after default
until paid.

The promissory note has a security interest in substantially all of the assets
of the Company. However, the Company's interests are second to that of YA Global
Investments (f/k/a/ Cornell Capital Partners) (see Notes 10 and 11).

                                       13
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 9     Convertible Promissory Note and Derivative Liability (continued)
------     ----------------------------------------------------------------

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 Promissory Note met
the criteria of an embedded derivative, and therefore the conversion feature of
this Promissory Note 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: 5 years; and volatility:
263.04%. The accounting guidance instructs that the conversion options are a
derivative liability. As such, at March 5, 2008 the Company recorded the
conversion options as a liability, recorded a debt discount of $50,652, and
charged Other Expense - Loss on Valuation of Derivative for $67,530, resulting
primarily from calculation of the conversion price. For the three months ended
June 30, 2008, the Company recorded a Loss on Valuation of Derivative in the
amount of $8,995. For the six months ended June 30, 2008, the Company recorded a
Loss on Valuation of Derivative in the amount of $20,558.

Note 10    Notes Payable
-------    -------------

On August 12 and November 19, 2004, SpeechSwitch, Inc. 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
the convertible debentures. The holders of the convertible debentures agreed to
exchange the convertible debentures for various promissory notes. The promissory
notes are in the aggregate amount of $1,000,000, of which $800,000 was loaned
through the previously issued and exchanged convertible debentures in 2004 and
$200,000 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 $200,000
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 calendar month thereafter until
the principal is paid in full. The promissory notes matured on September 1, 2006
with a lump sum payment due of any remaining principal and/or interest. Payment
had not been made and the Company was in default.

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

On April 16, 2007, SpeechSwitch, Inc. issued a Secured Convertible Debenture
dated March 30, 2007 (the "Debenture") to YA Global Investments (f/k/a/ Cornell
Capital Partners) for the sum of $1,000,000 in exchange for this note payable
for the same amount (see Note 11).

                                       14
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 11    Convertible Debenture and Derivative Liability
-------    ----------------------------------------------

On March 30, 2007, SpeechSwitch, Inc. issued a Secured Convertible Debenture
(the "Debenture") to YA Global Investments (f/k/a/ Cornell Capital Partners) for
the sum of $1,000,000 in exchange for previously issued notes payable for the
same amount. The Debenture has a term of three years, and pays interest at the
rate of 5% per annum. YA Global 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. YA global may not convert the Debenture into shares of Class A
Common Stock if such conversion would result in YA Global beneficially owning in
excess of 4.99% 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 to
redeem ("Optional Redemption") a portion or all amounts outstanding under this
Debenture prior to the Maturity Date 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, on 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. The debenture is secured by substantially all of the
assets of the Company.

During the three months ended June 30, 2008, the Company issued 218,000,000
shares of Class A common stock with a fair value of $27,250 to reduce the
convertible promissory note in the amount of $21,800. The difference in the
market value and the convertible promissory note reduction was charged to
beneficial interest in the amount of $5,450. During the six months ended June
30, 2008, the Company issued 408,466,666 shares of Class A common stock with a
fair value of $76,111 to reduce the convertible promissory note in the amount of
$53,900. The difference in the market value and the convertible promissory note
reduction was charged to beneficial interest in the amount of $22,211.

As of June 30, 2008, the outstanding balance on the Convertible Debenture was
$921,340.

                                       15
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 11    Convertible Debenture and Derivative Liability (continued)
-------    ----------------------------------------------------------

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:
165.62%. The accounting guidance instructs that the conversion options are a
derivative liability. As such, in March 2007 the Company recorded the conversion
options as a liability, recorded a debt discount of $1,000,000, and charged
Other Expense - Loss on Valuation of Derivative for $124,479, resulting
primarily from calculation of the conversion price. For the three months ended
June 30, 2008, the Company recorded a Loss on Valuation of Derivative in the
amount of $551,103. For the six months ended June 30, 2008, the Company recorded
a Gain on Valuation of Derivative in the amount of $925,837.

Note 12    Subscription Agreement
-------    ----------------------

On August 31, 2005, SpeechSwitch, Inc. entered into a Standby Equity
Distribution Agreement (the SEDA") with YA Global Investments (f/k/a/ Cornell
Capital Partners) (was amended and restated on December 12, 2005) whereby YA
Global agrees to purchase up to $10 million of the Company's Class A Common
Stock (the "Common Stock") over a two-year period.

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 YA Global under the SEDA. In connection with the
SEDA, the Company entered into an Escrow Agreement, Registration Rights
Agreement and Placement Agent Agreement.

On March 30, 2007, the Company and YA Global 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.

For the six months ended June 30, 2008, the Company has sold in the aggregate
134,770,603 shares of Class A Common Stock to YA Global for net proceeds of
$30,065, which are net of fees and discounts of $6,290.

The Standby Equity Distribution Agreement expired on February 5, 2008.

                                       16
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 13    Capital Stock
-------    -------------

Pursuant to SpeechSwitch'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 SpeechSwitch's outstanding securities, including Preferred Stock,
Class A Common Stock, Class B Common Stock, and Class C Common Stock.

a) Preferred Stock

SpeechSwitch is authorized to issue 1,000,000 shares of Preferred Stock, par
value $1.00 per share. As of June 30, 2008, SpeechSwitch has not issued any
shares of Preferred Stock.

b) Class A Common Stock

As of June 30, 2008, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, and 1,159,096,193 shares were issued and outstanding.

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 June 30, 2008, 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 SpeechSwitch, Inc. had ever issued its Class A Common Stock.

Upon liquidation, dissolution, or winding-up, holders of Class B Common Stock
will be entitled to receive distributions. As of June 30, 2008, no shares were
issued or outstanding.

d) Class C Common Stock

As of June 30, 2008, 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 the Company's net assets pro rata. As of June 30, 2008, no shares were
issued or outstanding.

                                       17
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 14    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 June 30, 2008.

Note 15    New Accounting Pronouncements
-------    -----------------------------

In September 2006, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurement" ("SFAS No. 157"), which clarifies the definition of fair value
whenever another standard requires or permits assets or liabilities to be
measured at fair value. Specifically, the standard clarifies that fair value
should be based on the assumptions market participants would use when pricing
the asset or liability, and establishes a fair value hierarchy that prioritizes
the information used to develop those assumptions. SFAS No. 157 does not expand
the use of fair value to any new circumstances, and must be applied on a
prospective basis except in certain cases. The standard also requires expanded
financial statement disclosures about fair value measurements, including
disclosure of the methods used and the effect on earnings.

In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective Date of
FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144.

The partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 16 for the fair value
measurement disclosures for these assets and liabilities. The Company is in the
process of analyzing the potential impact of SFAS No. 157 relating to its
planned January 1, 2009 adoption of the remainder of the standard.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements -- an amendment of ARB No. 51 ("SFAS 160").
SFAS 160 requires that ownership interests in subsidiaries held by parties other
than the parent, and the amount of consolidated net income, be clearly
identified, labeled, and presented in the consolidated financial statements
within equity, but separate from the parent's equity. It also requires once a
subsidiary is deconsolidated, any retained non-controlling equity investment in
the former subsidiary be initially measured at fair value. Sufficient
disclosures are required to clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 will be effective for the Trust beginning January 1, 2009. Management
anticipates that the adoption of SFAS 160 will not have a material impact on the
Company's financial statements.

                                       18
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 15    New Accounting Pronouncements (continued)
-------    -----------------------------------------

In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3 "Accounting
for Nonrefundable Payments for Goods and Services to be Used in Future Research
and Development Activities" (ETIF 07-04), requiring that nonrefundable advance
payments for future research and development activities be deferred and
capitalized. Such amounts should be expensed as the related goods are delivered
or the related services performed. The statement is effective for fiscal years
beginning after December 15, 2007. The adoption of EITF Issue No. 07-3 did not
have a material impact on the Company's financial position or results of
operations.

In June 2007, the FASB ratified Issue No. 06-11 "Accounting for Income Tax
Benefits of Dividends on Share-Based Payment Awards (ETIF 06-11), which requires
entities to record tax benefits on dividends or dividend equivalents that are
charged to retained earnings for certain share-based awards to additional
paid-in capital. In a share-based payment arrangement, employees may receive
dividends or dividend equivalents on awards of non-vested equity shares,
non-vested equity share units during the vesting period, and share options until
the exercise date. Generally, the payment of such dividends can be treated as
deductible compensation for tax purposes. The amount of tax benefits recognized
in additional paid-in capital should be included in the pool of excess tax
benefits available to absorb tax deficiencies on share-based payment awards.
EITF-06-11 is effective for fiscal years beginning after December 15, 2007, and
interim periods within those years. Management anticipates that the adoption of
EITF Issue No. 06-11 will not have a material impact on the Company's financial
statements.

In December 2007, the FASB issued SFAC No 141(R), "Business Combinations." This
statement provides new accounting guidance and disclosure requirements for
business combinations. SFAS No 141(R) is effective for business combinations
which occur in the first fiscal year beginning on or after December 15, 2008.

In December 2007, the FASB finalized the provisions of the Emerging Issues Task
Force (EITF) Issue No. 07-1, "Accounting for Collaborative Arrangements." This
EITF Issue provides guidance and requires financial statement disclosures for
collaborative arrangements. EITF Issue No. 07-1 is effect for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company is currently assessing the effect of EITF Issue No. 07-1 on its
financial statements, but it is not expected to be material.

In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment of FASB Statement
No. 133" ("SFAS 161"), which modifies and expands the disclosure requirements
for derivative instruments and hedging activities. SFAS 161 requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation and requires quantitative disclosures about fair
value amounts and gains and losses on derivative instruments. It also requires
disclosures about credit-related contingent features in derivative agreements.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. SFAS 161 encourages, but does not require, comparative disclosures
for earlier periods at initial adoption. The adoption of SFAS 161 is not
expected to have a material impact on our consolidated financial condition or
results of operations.

                                       19
<PAGE>

                               SPEECHSWITCH, INC.
                               ------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             JUNE 30, 2008 AND 2007
                             ----------------------

Note 15    New Accounting Pronouncements (continued)
-------    -----------------------------------------

In May 2008, the Financial Accounting Standards Board (the "FASB") issued FAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS
162"). This statement identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in accordance with
GAAP. With the issuance of this statement, the FASB concluded that the GAAP
hierarchy should be directed toward the entity and not its auditor, and reside
in the accounting literature established by the FASB as opposed to the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." This statement is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." The adoption of FAS 162 is not expected to have
a material impact on the Company's results from operations or financial
position.

Note 16    Fair Value Measurements
-------    -----------------------

On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value
Measurements"("SFAS 157"). SFAS 157 defines fair value, provides a consistent
framework for measuring fair value under Generally Accepted Accounting
Principles and expands fair value financial statement disclosure requirements.
SFAS 157's valuation techniques are based on observable and unobservable inputs.
Observable inputs reflect readily obtainable data from independent sources,
while unobservable inputs reflect our market assumptions. SFAS 157 classifies
these inputs into the following hierarchy:

            Level 1 Inputs- Quoted prices for identical instruments in active
                 markets.
            Level 2 Inputs- Quoted prices for similar instruments in active
                 markets; quoted prices for identical or similar instruments in
                 markets that are not active; and model-derived valuations whose
                 inputs are observable or whose significant value drivers are
                 observable.
            Level 3 Inputs- Instruments with primarily unobservable value
                 drivers.

The following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of June
30, 2008.

<TABLE><CAPTION>
Assets                            Level I        Level II      Level III        Total
                                 ----------     ----------     ----------     ----------
<S>                              <C>            <C>            <C>            <C>
Total Assets                     $     --       $     --       $     --       $     --
                                 ==========     ==========     ==========     ==========

Convertible promissory notes     $     --       $    3,553     $     --       $    3,553
Note payable - other                   --          105,956           --          105,956
Convertible debentures                 --          385,013           --          385,013
Derivative liabilities                 --        1,698,903           --        1,698,903
                                 ----------     ----------     ----------     ----------
Total Liabilities                $     --       $2,193,425     $     --       $2,193,425
                                 ==========     ==========     ==========     ==========
</TABLE>

                                       20
<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, 2007 entitled "Risk Factors".

OVERVIEW AND PLAN OF OPERATION
------------------------------

SpeechSwitch seeks to leverage the value of underutilized developed technology
and believes that the transition to an independent company will provide
SpeechSwitch with greater access to capital. This should provide needed
financial resources to potentially penetrate the market and distribute the
product. As such, SpeechSwitch's business was formed from the contribution by
iVoice of certain assets and related liabilities on August 5, 2005. In
connection with a reorganization of iVoice, iVoice assigned and conveyed to
SpeechSwitch its speech recognition software business and related liabilities,
including all intellectual property of iVoice relating to the speech recognition
software business. The board and management of iVoice elected not to transfer
any part of its working cash balance to SpeechSwitch. Based upon the current
intention of SpeechSwitch not to conduct any significant research and
development or hire additional employees and instead focus on the sale of the
existing speech recognition technology, the board has determined that, on
balance, SpeechSwitch has the ability to satisfy its working capital needs as a
whole. The board and management of iVoice also determined that SpeechSwitch has
the ability to obtain financing to satisfy any addition working capital needs as
a stand-alone company.

The emerging nature of the speech recognition industry makes it difficult to
assess the future growth of SpeechSwitch.

                                       21
<PAGE>

The speech recognition software business has operated at a loss in the past for
iVoice, and as an independent company, such losses continue. Additionally,
SpeechSwitch's business has relied on iVoice for financial, administrative and
managerial expertise in conducting its operations. Following the Distribution,
SpeechSwitch has developed and maintained its own credit and banking
relationships and performs its own financial and investor relations functions.
However, SpeechSwitch 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.

SpeechSwitch 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
was expected to be provided, in large part, from the sale of Class A Common
Stock to YA Global Investments (f/k/a/Cornell Capital Partners) pursuant to the
terms of the Standby Equity Distribution Agreement. The Standby Equity
Distribution Agreement expired on February 5, 2008. If the Company cannot find
sources of additional financing to fund its working capital needs, the Company
will be unable to obtain sufficient capital resources to operate our business.
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.

SpeechSwitch'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 SpeechSwitch by iVoice as part of the Distribution. The
financial information included in this report, however, is not necessarily
indicative of what SpeechSwitch'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.

SpeechSwitch operates the speech recognition software business. However,
management is uncertain that sufficient cash to sustain its operations will be
generated in the next twelve months, or beyond, by the sales activity of the
speech recognition software business. SpeechSwitch intends to use a portion of
the proceeds from any financing arrangements, on sales and marketing efforts for
the speech recognition software business. 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 the speech recognition software
business, SpeechSwitch's lack of operating history, the current economic
environment and, more specifically, the uncertainty of the telecommunications
market.

In conjunction with the separation of the speech recognition software business
from iVoice, SpeechSwitch entered into an administrative services agreement with
iVoice for the provision of certain services by iVoice to SpeechSwitch following
the Distribution. This agreement will continue on a month-to-month basis until
SpeechSwitch has found replacement services for those services being provided by
iVoice or can provide these services for itself. Following termination of the
administrative services agreement, we expect that SpeechSwitch will operate on a
completely stand-alone basis from iVoice and there will be no business or
operating relationship between iVoice and SpeechSwitch. SpeechSwitch has no
current intention to terminate the administrative services agreement, seek
replacement services or provide services for itself in the near future.

                                       22
<PAGE>

RESULTS OF OPERATIONS
---------------------

All revenues reported by SpeechSwitch are derived from our speech recognition
software products. For the three months ended June 30, 2008, total revenues
increased $1,042 (6.4%) to $17,395 as compared to the same period in the prior
year. For the six months ended June 30, 2008, total revenues decreased $7,424
(24.1%) to $23,431 as compared to the same period in the prior year. All sales
for 2008 and 2007 were for product installations and maintenance. The decline is
associated with a decrease in the number of installations. The low sales volume
of the speech recognition software business is attributable to the minimal
resources made available for the sales and marketing of the speech recognition
software products. Management feels that the sales of the speech recognition
software products may increase if greater financial and operational resources
are made available for the sales and marketing of the products. See "Liquidity
and Capital Resources".

Gross margin for the three and six months ended June 30, 2008 increased $3,472
(34.5%) and $3,350 (22.0%), respectively, as compared to the same periods in the
prior year. Gross margin increased primarily as a result of the change in sales
mix, and the lower installation costs for the new installations.

Total operating expenses decreased $100,325 (46.1%) to $117,252 and $156,321
(40.0%) to $234,149, respectively for the three and six months ended June 30,
2008 as compared to the same period in the prior year, primarily as a result of
lower investor relations expenses and a decrease consulting and legal fees.

Total other expense for the three months ended June 30, 2008 was $687,837 as
compared to total expenses of $211,621 for the three months ended June 30, 2007.
This change is primarily attributed to the loss on valuation of derivative. For
the six months ended June 30, 2008 total other income was $605,871 as compared
to an expense of $386,836 for the six months ended June 30, 2007 as a result of
the gain on valuation of derivative.

Net loss for the quarter ended June 30, 2008 was $791,540 as compared to a loss
of $419,121 for the quarter ended June 30, 2007. Net income for the six months
ended June 30, 2008 was $390,314 as compared to a loss of $762,064 for the six
months ended June 30, 2007. The changes for these periods were the result of the
factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

To date, SpeechSwitch 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, SpeechSwitch issued an aggregate of $800,000
in secured convertible debentures, with interest payable at 5% per annum, to YA
Global Investments (f/k/a/ Cornell Capital Partners). On February 28, 2005,
SpeechSwitch'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 $200,000, bringing the promissory note to an
aggregate principal amount of $1,000,000, which note accrues interest at rate of
12% per annum, but is not convertible into any equity security of SpeechSwitch.
The loans evidenced by the promissory note have not yet been repaid. In
connection with the issuances of the secured convertible debentures,
SpeechSwitch 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, SpeechSwitch received a credit for fees that would
otherwise have been payable upon the issuance of the $800,000 in replacement
notes. SpeechSwitch paid Cornell Capital a fee of $20,000 in connection with its
$200,000 additional borrowing. SpeechSwitch'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 has

                                       23
<PAGE>

also guaranteed the payment of all amounts payable by SpeechSwitch pursuant to
the secured promissory note. This guaranty terminated on August 4, 2005.

On March 30, 2007, SpeechSwitch, Inc. issued a Secured Convertible Debenture
(the "Debenture") to YA Global Investments (f/k/a/ Cornell Capital Partners, LP)
for the sum of $1,000,000 in exchange for a previously issued promissory note
for the same amount (see Notes 10 and 11 to the Condensed Financial Statements).

On December 12, 2005, the Company entered into an Amended and Restated Standby
Equity Distribution Agreement, whereby we may, at our discretion, periodically
sell to YA Global Investments (f/k/a/ Cornell Capital Partners) shares of Class
A Common Stock for a total purchase price of up to $10 million. For each share
of Class A Common Stock purchased under the equity line of credit, YA Global
Investments (f/k/a/ Cornell Capital Partners) will pay 95% of the lowest closing
bid price on the Over-the-Counter Bulletin Board or other principal market on
which our Class A Common Stock is traded during the five consecutive trading
days following the date that SpeechSwitch delivers to Cornell Capital Partners a
notice requiring it to advance funds to us. Further, YA Global Investments
(f/k/a/ Cornell Capital Partners) will retain 6% of each advance under the
equity line of credit as a commitment fee and we will pay Yorkville Advisors
Management a structuring fee of five hundred dollars ($500) directly out of the
gross proceeds of each advance under the equity line of credit. The sale of the
shares under the equity line of credit is conditioned upon us registering the
shares of Class A Common Stock with the Securities and Exchange Commission. The
costs associated with this registration will be borne by us.

Pursuant to the Standby Equity Distribution Agreement, the Company may
periodically sell shares of Class A Common Stock to YA Global Investments
(f/k/a/ Cornell Capital Partners) to raise capital to fund our working capital
needs. The periodic sale of shares is known as an advance. We may request an
advance every five trading days. A closing will be held four trading days after
such written notice at which time we will deliver shares of Class A Common Stock
to YA Global Investments (f/k/a/ Cornell Capital Partners) and YA Global
Investments will pay the advance amount. We may continue to request advances
until YA Global Investments (f/k/a/ Cornell Capital Partners)has advanced $10
million or two years after the effective date of the accompanying registration
statement, whichever occurs first.

The maximum amount of each advance amount is $600,000 per advance notice. The
amount available under the equity line of credit is not dependent on the price
or volume of our Class A Common Stock. YA Global Investments (f/k/a/ Cornell
Capital Partners) may not own more than 9.9% of our outstanding common stock at
any time. Because YA Global Investments (f/k/a/ Cornell Capital Partners) can
repeatedly acquire and sell shares, this limitation does not limit the potential
dilutive effect or the total number of shares that Cornell Capital Partners may
receive under the equity line of credit. However, YA Global Investments (f/k/a/
Cornell Capital Partners) is under no obligation to purchase any shares of Class
A Common Stock unless certain conditions are met by SpeechSwitch, including
having the registration statement relating to the Standby Equity Distribution
Agreement declared effective. If SpeechSwitch cannot satisfy the requirements
for YA Global Investments (f/k/a/ 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 us, our financial condition
and our business. Management believes that its going-forward expenses for the
next twelve months will be approximately $500,000, which includes salaries for
SpeechSwitch's officers and employees, and assuming SpeechSwitch has no revenues
in such period, SpeechSwitch expects to incur additional liabilities of
approximately $500,000. Management has no current plan to hire additional
employees, perform additional

                                       24
<PAGE>

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 SpeechSwitch is unable to obtain funds from the sale of our
Class A Common Stock to YA Global Investments (f/k/a/ Cornell Capital Partners),
management believes that SpeechSwitch can limit its operations, defer payments
to management and maintain its business at nominal levels until it can identify
alternative sources of capital.

The Standby Equity Distribution Agreement expired on February 5, 2008. If the
Company cannot find sources of additional financing to fund its working capital
needs, the Company will be unable to obtain sufficient capital resources to
operate our business. 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.

The Company currently has no other significant sources of working capital or
cash commitments. However, no assurance can be given that SpeechSwitch will
raise sufficient funds from such financing arrangements, or that SpeechSwitch
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
SpeechSwitch's financing is dependent upon.

On August 5, 2005, SpeechSwitch assumed an aggregate of $190,000 in liabilities
from iVoice and iVoice assigned to SpeechSwitch assets having an aggregate book
value of $10,000. SpeechSwitch 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.

SpeechSwitch 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 speech recognition
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, SpeechSwitch, 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 SpeechSwitch, par value $0.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of SpeechSwitch
calculated by dividing (x) the sum of the principal and interest that the note
holder has requested to have prepaid by (y) eighty percent (80%) of the lowest
issue price of Class A Common Stock since the first advance of funds under this
note, or (iii) payment of the principal of this note, before any repayment of
interest. The Board of Directors of the Company maintains control over the
issuance of shares and may decline the request for conversions of the repayment
into shares of the Company.

For the six months ended months June 30, 2008, the Company had a net decrease in
cash of $114,335. The Company's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIESThe Company used $138,400 and $214,545 in
cash for operating activities for the six months ended June 30, 2008 and 2007
respectively. This decrease was primarily the result of the lower cash used to
fund the smaller loss from current operating activities offset partially by an
increase in accounts payable and accrued liabilities.

     CASH PROVIDED BY FINANCING ACTIVITIES. For the six months ended June 30,
2008 cash provided by operating activities was $24,065 as compared to $35,099
for the six months ended June 30, 2007. For the six

                                       25
<PAGE>

months ended June 30, 2008 the Company received net proceeds of $30,065 from the
issuance of common stock through the equity financing with YA Global Investments
(f/k/a/ Cornell Capital Partners) and repaid $6,000 of a note payable as
compared to net proceeds of $35,099 from the issuance of common stock through
the equity financing with YA Global Investments for the six months ended June
30, 2007.

There was no significant impact on the Company's operations as a result of
inflation for the six months ended June 30, 2008.

CRITICAL ACCOUNTING POLICIES
----------------------------

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

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

REVENUE RECOGNITION
-------------------

With respect to the sale of software license fees, the Company recognizes
revenue in accordance with Statement of Position 97-2, Software Revenue
Recognition (SOP 97-2), as amended, and generally recognizes revenue when all of
the following criteria are met: (1) persuasive evidence of an arrangement exists
generally evidenced by a signed, written purchase order from the customer, (2)
delivery of the software product on Compact Disc (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

                                       26
<PAGE>

software. Generally, the Company does not license its software in multiple
element arrangements whereby the customer purchases a combination of software
and maintenance. In a typical arrangement, software maintenance services are
sold separately from the software product; are not considered essential to the
functionality of the software and are purchased at the customer's option upon
the completion of the first year licensed.

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

Customers may license the Company's products through our telesales organization
and through promotions or reseller agreements with independent third parties.
SpeechSwitch 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
SpeechSwitch may not return such products to SpeechSwitch under any
circumstances. Accordingly, the Company records a provision for product returns
and allowances against product revenue in the same period the revenue is
recorded. The estimates are based on historical sales returns and other known
data as well as market and economic conditions.

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

OFF BALANCE SHEET ARRANGEMENTS

During the six months ended June 30, 2008, we did not engage in any material
off-balance sheet activities nor have any relationships or arrangements with
unconsolidated entities established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. Further,
we have not guaranteed any obligations of unconsolidated entities nor do we have
any commitment or intent to provide additional funding to any such entities.

ITEM 4T.   CONTROLS AND PROCEDURES.
--------   ------------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The evaluation of our disclosure controls and procedures included a review of
their objectives and design, our implementation of them and their effect on the
information generated for use in this Form 10-Q. In the course of the controls
evaluation, we reviewed any data errors or control problems that we had
identified and sought to confirm that appropriate corrective actions, including
process improvements, were being undertaken. This type of evaluation is
performed on a quarterly basis so that the conclusions of management, including
our Chief Executive Officer and Chief Financial Officer, concerning the
effectiveness of the disclosure controls can be reported in our periodic reports
on Form 10-K and Form 10-Q. Many of the components of our disclosure controls
and procedures are also evaluated on an ongoing basis. The overall goals of
these various evaluation activities are to monitor our disclosure controls and
procedures and to modify them as necessary. 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

                                       27
<PAGE>

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 performance
of review procedures for the year ended December 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 as of December 31,
2007 and December 31, 2006: 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.

Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the quarter covered by this Quarterly
Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer of the Company have concluded, as of the end of the
quarter covered by this Quarterly Report on Form 10-Q, that our disclosure
controls and procedures have not been effective to provide reasonable assurance
that information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act was recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission and that the information required to be
disclosed in the reports was accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure. However, at this time, our
resources and size prevent us from being able to employ sufficient resources to
enable us to have adequate segregation of duties within our internal control
system. The Company intends to remedy the material weakness by hiring additional
employees and reallocating duties, including responsibilities for financial
reporting, among the Company's employees as soon as the Company has the
financial resources to do so. Management is required to apply judgment in
evaluating the cost-benefit relationship of possible changes in our disclosure
controls and procedures.

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

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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 quarter covered by this Quarterly Report
on Form 10-Q. There was no change in the Company's internal control over
financial reporting identified in that evaluation that occurred during the
quarter covered by this Quarterly Report on Form 10-Q that has

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<PAGE>

materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting, other than what has been reported
above.

                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 5.    OTHER INFORMATION.
-------    ------------------


           (b)       The Company does not have a standing nominating committee
                     or a committee performing similar functions as the
                     Company's Board of Directors consists of only two members
                     and therefore there would be no benefit in having a
                     separate nominating committee that would consist of the
                     same number of members as the full board of directors. Both
                     members of the Board of Directors participate in the
                     consideration of director nominees.

ITEM 6.    EXHIBITS
-------    --------

           31.1      Rule 13a-14(a)/15d-14(a) Certifications.

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

                                   SIGNATURES
                                   ----------

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report on Form 10-Q to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                       SPEECHSWITCH, INC.



Date:    August 12, 2008               By: /s/ Bruce R. Knef
                                          --------------------------------------
                                           Bruce R. Knef
                                           President
                                           Chief Executive Officer and
                                           Chief Financial Officer


                                       29
<PAGE>

                                INDEX OF EXHIBITS

           31.1      Rule 13a-14(a)/15d-14(a) Certifications.

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























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