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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                  _____________

                                   FORM 10-QSB
                                  _____________


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

      FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                       OR

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

      For the transition period from ___________________ to ___________________

      Commission file number:   333-120506




                          DEEP FIELD TECHNOLOGIES, INC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


NEW JERSEY                                                        20-1862733
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


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



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

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

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


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

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

Number of shares of Class A Common Stock, no par value, outstanding as of
October 28, 2005: 10,013,984
================================================================================
<PAGE>
                                TABLE OF CONTENTS
                                -----------------







PART I.    FINANCIAL INFORMATION

           Item 1.  Condensed Financial Statements (Unaudited)

                    Balance Sheet - September 30, 2005 .................       2

                    Statements of Operations -
                    For the nine months and three months ended
                    September 30, 2005 and 2004 ........................       3

                    Statements of Cash Flow -
                    For the nine months ended September 30, 2005
                    and 2004 ...........................................       4

                    Notes to Condensed Financial Statements ............  5 - 13

           Item 2.  Management's Discussion and Analysis of
                    Financial Condition or Plan of Operation ........... 14 - 20

           Item 3.  Controls and Procedures ............................      21




PART II.   OTHER INFORMATION

           Item 6.  Exhibits ...........................................      21




<PAGE>
                          DEEP FIELD TECHNOLOGIES, INC.
                       CONDENSED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2005





                                     ASSETS
                                     ------

CURRENT ASSETS
Cash and cash equivalents                                          $    254,551
Prepaid expenses                                                          6,344
                                                                   ------------
      Total current assets                                              260,895
                                                                   ------------
TOTAL ASSETS                                                       $    260,895
                                                                   ============

                       LIABILITIES & STOCKHOLDERS' DEFICIT
                       -----------------------------------

CURRENT LIABILITIES

Accounts payable and accrued expenses                              $    257,069
Due to Related Parties                                                  150,906
Notes payable to related parties                                        190,000
Notes Payable                                                           500,000
                                                                   ------------
      Total current liabilities                                       1,097,975
                                                                   ------------


COMMITMENTS AND CONTINGENCIES                                                --

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;
      10,013,984 shares issued and outstanding                               --
  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                                                   --
Accumulated deficit                                                    (837,080)
                                                                   ------------
      Total stockholders' deficit                                      (837,080)
                                                                   ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                          $    260,895
                                                                   ============



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

                                        2
<PAGE>
                          DEEP FIELD TECHNOLOGIES, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
         FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004



<TABLE><CAPTION>
                                                              For the Nine Months Ended       For the Three Months Ended
                                                                     September 30                    September 30
                                                             ----------------------------    ----------------------------
                                                                 2005            2004            2005            2004
                                                             ------------    ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>             <C>
SALES, net                                                   $        112    $      6,160    $         --    $        518

COST OF SALES                                                          --           2,353              --              78
                                                             ------------    ------------    ------------    ------------

GROSS PROFIT                                                          112           3,807              --             440
                                                             ------------    ------------    ------------    ------------

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

  Selling and marketing expenses                                       --           1,807              --              76
  General and administrative expenses                             451,306          27,643         303,264           8,900
  Research and development expenses                                    --           2,016              --             241
  Depreciation and amortization                                        --           1,439              --           1,275
                                                             ------------    ------------    ------------    ------------
Total selling general and administrative expenses                 451,306          32,905         303,264          10,492
                                                             ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                             (451,194)        (29,098)       (303,264)        (10,052)
                                                             ------------    ------------    ------------    ------------

OTHER INCOME \ (EXPENSE)
  Other income                                                      2,800           4,015           1,386           1,390
  Interest expense                                                (40,944)         (2,312)        (29,369)         (1,850)
  Write off of (financing costs) and allocation adjustment        (10,000)        (31,546)             --           6,702
                                                             ------------    ------------    ------------    ------------
Total other income \ (expense)                                    (48,144)        (29,843)        (27,983)          6,242
                                                             ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                         (499,338)        (58,941)       (331,247)         (3,810)

PROVISION FOR INCOME TAXES                                             --              --              --              --
                                                             ------------    ------------    ------------    ------------
NET LOSS APPLICABLE TO COMMON SHARES                         $   (499,338)   $    (58,941)   $   (331,247)   $     (3,810)
                                                             ============    ============    ============    ============
NET LOSS PER COMMON SHARE
  Basic                                                      $      (0.05)          (0.01)   $      (0.03)   $      (0.00)
                                                             ============    ============    ============    ============
WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                                        10,013,984      10,013,984      10,013,984      10,013,984
                                                             ============    ============    ============    ============
</TABLE>


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

                                        3
<PAGE>
                          DEEP FIELD TECHNOLOGIES, INC.
                  CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004




<TABLE><CAPTION>
                                                                        2005            2004
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                            $   (499,338)   $    (58,941)
  Adjustments to reconcile net loss to net cash (used in)
  operating activities
  Depreciation                                                                --           1,439

Changes in certain assets and liabilities:
  Decrease in accounts receivable                                          3,000              --
  Decrease in inventory                                                      317              --
  Increase in prepaid expenses                                            (6,344)             --
  Increase (decrease) in accounts payable and accrued liabilities        209,556         (71,727)
  Increase in due to related parties                                     150,906              --
  Decrease in deferred maintenance contracts                                (112)             --
                                                                    ------------    ------------
      Total cash (used in) operating activities                         (142,015)       (129,229)
                                                                    ------------    ------------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from sales of convertible debentures                      100,000         200,000
  Net investment by iVoice, Inc                                           (3,000)         49,129
  Paid in capital                                                             --          50,000
                                                                    ------------    ------------
      Total cash provided by financing activities                         97,000         299,129
                                                                    ------------    ------------

NET INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                    (45,015)        169,900

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                          299,566              --
                                                                    ------------    ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                           $    254,551    $    169,900
                                                                    ============    ============

CASH PAID DURING THE PERIOD FOR:
  Interest expense                                                  $         --    $     33,585
                                                                    ============    ============
  Income taxes                                                      $         --    $         --
                                                                    ============    ============
</TABLE>





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

                                        4
<PAGE>
                         PART I -- FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS.

NOTE 1 - BACKGROUND

     The unaudited interim financial statements included herein have been
prepared by Deep Field Technologies, Inc. ("Deep Field Technologies" or the
"Company"), pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted as allowed by such rules and regulations, and the Company
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the December 31, 2004 audited financial statements and the
accompanying notes thereto, previously filed with the SEC. While management
believes the procedures followed in preparing these 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 that year.

     The management of the Company believes that the accompanying unaudited
financial statements contain all adjustments (including normal recurring
adjustments) necessary to present fairly the operations and cash flows for the
periods presented.

     Deep Field Technologies was incorporated under the laws of New Jersey on
November 10, 2004 as a wholly owned subsidiary of iVoice, Inc. ("iVoice"). The
Company received by assignment all of the interests in and rights and title to,
and assumed all of the obligations of, all of the agreements, contracts,
understandings and other instruments of iVoice Technology 2, Inc., a Nevada
corporation and affiliate of the Company. When we refer to or describe any
agreement, contract or other written instrument of the Company in these notes,
may also be referring to an agreement, contract or other written instrument that
had been entered into by Deep Field Technologies 2 and thereafter assigned to
the Company.

     In September 2004, the Board of Directors of iVoice, the former parent of
the Company, resolved to pursue the separation of iVoice software business into
three publicly owned companies. Deep Field Technologies intends to continue to
develop, market and license the Unified Messaging line of computerized telephony
software.

     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 Unified Messaging, and certain accrued
liabilities and related party debt to Deep Field Technologies (the "Spin-off").
The Class A Common Stock shares of the Company were distributed to iVoice
shareholders in the form of a special taxable dividend.

     In conjunction with the Spin-off, Deep Field Technologies entered into a
temporary administrative services agreement with iVoice. This agreement will
continue on a month-to-month basis until Deep Field Technologies is able to
replace any or all of the services currently being provided by iVoice.

     On August 5, 2005, Deep Field Technologies assumed $190,000 in accrued
liabilities and related party

                                        5
<PAGE>
debt incurred by iVoice. The debt assumed is convertible into Deep Field
Technologies Class B Common Stock at the option of the holder as later described
in these notes.

     On August 4, 2005, the Company received notice from the SEC that the
registration statement to effectuate the Spin-off of Deep Field Technologies
from iVoice, Inc was approved and the Company immediately embarked on the
process to spin off the Deep Field Technologies from iVoice.

     The Company reclassified certain amounts for the nine months ended
September 30, 2004 to conform to the presentation of the September 30, 2005
amounts. The reclassifications have no effect on net income for the nine months
ended September 30, 2004


NOTE 2 - BUSINESS OPERATIONS

     The Company will continue to develop, market and license the Unified
Messaging line, which was developed by iVoice. With Unified Messaging, e-mail,
voice mail and faxes can be handled through a desktop computer or telephone. All
messages can be viewed and acted upon in order of importance via Microsoft
Outlook or a web browser. E-mail can also be retrieved over the phone, using
text-to-speech, and responded to with a voice message that will be directed to a
fax machine.


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's
previous financial results and operations were reflected in the consolidated
financial statements and accounting records of iVoice, and reflect significant
assumptions and allocations. The Company has relied on iVoice, Inc. for
administrative, management, research and other services. These financial
statements do not necessarily reflect the financial position, results of
operations, and cash flows of the Company had it been a stand-alone company.

     As of September 30, 2005, the Company had a net loss, a negative cash flow
from operations as well as negative working capital. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Therefore, recoverability of a major portion of the recorded asset amounts shown
in the accompanying balance sheets is dependent upon continued operations of the
Company, which in turn, is dependent upon the Company's ability to raise capital
and/or generate positive cash flow from operations.

     In order to provide necessary working capital, in August 2004, the Company
entered into a subscription agreement, pursuant to which the Company issued
$200,000 of secured convertible debentures in August 2004 and an additional
$200,000 of secured convertible debentures in November 2004. On February 28,
2005, convertible debentures equal in principal to $400,000 were terminated and
replaced with a secured promissory note in the amount of $500,000 ($400,000
representing replacement notes and $100,000 representing new financing).

     The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.


                                        6
<PAGE>
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)   Basis of Presentation

     The accompanying financial statements up thru August 4, 2005, had been
derived from the consolidated financial statements and accounting records of
iVoice Inc. a publicly traded company, using the historical results of
operations and historical basis of assets and liabilities of the Company's
Interactive Voice Response business. Management believes the assumptions
underlying the financial statements are reasonable. However, the financial
statements included herein may not necessarily reflect the Company's results of
operations, financial position, and cash flows in the future or what its results
of operations, financial position and cash flows would have had the Company been
a stand-alone company during the periods presented.

b)   Use of Estimates

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

c)   Software License Costs

     Software license costs are recorded at cost, which approximates fair market
value as of the date of purchase. These costs represent the purchase of various
exploitation rights to certain software, pre-development codes and systems
developed by a non-related third party. These costs are capitalized pursuant to
Statement of Financial Accounting Standards ("SFAS") 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed". The
Company has adopted SFAS No. 121. The carrying value of software license costs
are regularly reviewed by the Company and a loss would be recognized if the
value of the estimated non-discounted cash flow benefit related to the asset
falls below the unamortized cost. Historically the Interactive Voice Response
software technology has produced limited sales revenue. However, management
believes that the limited sales generated result from a lack of application of
Company sales and marketing resources to the software, It is management's plan
to devote such resources to its software technology to recognize the
technology's potential value and therefore, no impairment loss has been
recorded.

d)   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.


                                        7
<PAGE>
     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. The Company accepts Visa and MasterCard as well as
company checks.

     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.

e)   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.

f)   Research and development costs

     Research and development costs will be charged to operations as incurred.

g)   Inventory

     Inventory, consisting primarily of system components such as computer
components, voice cards, and monitors, is valued at the lower of cost or market.
Cost is determined on a first-in, first-out basis.

h)   Income Taxes

     The Company accounts for income taxes under the Financial Accounting
Standards Board ("FASB") 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


                                        8
<PAGE>
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.

i)   Organization Costs

     Organization costs consist primarily of professional and filing fees
relating to the formation of the Company. These costs have been expensed.

j)   (Loss) Per Share

     SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings
per share ("basic EPS") and diluted earnings per share ("diluted EPS").

     The computation of basic pro forma EPS is computed by dividing income
available to common shareholders by the number of shares issued in connection
with the Company's proposed Spin-off from iVoice, Inc. Diluted earnings per
share gives effect to all dilutive potential Common shares outstanding during
the period. The computation of diluted EPS does not assume conversion, exercise
or contingent exercise of securities that would have an anti-dilutive effect on
earnings resulting from the Company's net loss position. The shares used in the
computation are as follows:
<TABLE><CAPTION>
                                          For the Nine months ended         For the Three months ended
                                       -------------------------------   -------------------------------
                                       Sept. 30, 2005   Sept. 30, 2004   Sept. 30, 2005   Sept. 30, 2004
                                       --------------   --------------   --------------   --------------
<S>                                    <C>              <C>              <C>              <C>
Pro Forma Basis and diluted purposes       10,013,984       10,013,984       10,013,984       10,013,984
</TABLE>

k)   Comprehensive Income

     SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
the reporting and display of comprehensive income and its components in the
financial statements. The items of other comprehensive income that are typically
required to be displayed are foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments in debt and
equity securities, As of September 30, 2005 and 2004, the Company has no items
that represent comprehensive income, and thus, has not included a statement of
comprehensive income.

l)   Recent Accounting Pronouncements

     In December 2003, the FASB issued Interpretation No. 46-R, "Consolidation
of Variable Interest Entities" ("FIN 46-R"). FIN 46-R, which modifies certain
provisions and effective dates of FIN No. 46, sets forth criteria to be used in
determining whether an investment in a variable interest entity should be
consolidated, and is based on the general premise that companies that control
another entity through interests other than voting interests should consolidate
the controlled entity. The provisions of FIN 46 became effective for the Company
during the third quarter of fiscal 2004. The adoption of this new standard did
not have any impact on the Company's financial position, results of operations
or cash flows.

     In December, 2003, the FASB issued a revision to SFAS No. 132 "Employers'
Disclosures about Pensions and Other Post retirement Benefits." This revised
statement requires additional annual disclosures

                                        9
<PAGE>
regarding types of pension plan assets, investment strategy, future plan
contributions, expected benefit payments and other items. The statement also
requires quarterly disclosure of the components of net periodic benefit cost and
plan contributions. This currently has no effect on the Company.

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

     On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
for Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion 29
to eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. Under FAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance criterion and
fair value is determinable, the transaction must be accounted for at fair value
resulting in recognition of any gain or loss. FAS153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005. The
Company does not anticipate that the implementation of this standard will have a
material impact on its financial position, results of operations or cash flows.


NOTE 5 - RELATED PARTY TRANSACTIONS

     During the nine months ended September 30, 2004, iVoice allocated operating
costs of $49,129 to Deep Field Technologies. These allocations are reflected in
the selling, general and administrative, cost of revenue and research and
development line items in our statements of operations. The general corporate
expense allocation is primarily for cash management, selling expense, legal,
accounting, tax, insurance, public relations, advertising, transfer agents, and
human resources. The amortization of the Unified Messaging software has been
reflected as cost of sales. Other general categories of operating expense, as
well as other income and expense, have been allocated to Deep Field Technologies
by iVoice based upon a ratio of revenue of the Unified Messaging software over
total iVoice revenue for the applicable periods. Management believes the costs
of these services charged are a reasonable representation of the costs that
would have been incurred if Deep Field Technologies had performed these
functions as a stand-alone company.

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


                                       10
<PAGE>
NOTE 6 - INCOME TAXES

     The reconciliation of the effective income tax rate to the Federal
Statutory rate is as follows:

     Federal Income Tax Rate .................................     (34.0)%
     Deferred Tax charge (Credit) ............................       0.0 %
     Effect on Valuation Allowance ...........................      38.1 %
     State Income Tax, Net of Federal Benefits ...............      (4.1)%
     Effective Income Tax Rate ...............................       0.0 %

     Prior to the Spin-off, the Company was included as part of iVoice's
consolidated federal income tax return. The Company has provided a 100%
valuation of its deferred tax assets.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

     On February 28, 2005, convertible debentures equal in principal to $400,000
were terminated and replaced with a secured promissory note in the amount of
$500,000 ($400,000 representing replacement notes and $100,000 representing new
financing).

     The Company also assumed an outstanding promissory demand note in the
amount of $190,000 payable to Jerry Mahoney, President and Chief Executive
Officer of iVoice and Non-Executive Chairman of the Board of Deep Field
Technologies. This amount is related to funds loaned to iVoice and is unrelated
to the operations of Deep Field Technologies. The note will bear interest at the
rate of Prime plus 2.0% per annum on the unpaid balance until 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
Deep Field Technologies, Inc., par value $.01 per share, for each dollar owed,
(ii) the number of shares of Class A Common Stock of Deep Field Technologies,
Inc. calculated by dividing (x) the sum of the principal and interest that the
Note holder has requested to have prepaid by (y) eighty percent (80%) of the
lowest issue price of Class A Common Stock since the first advance of funds
under this Note, or (iii) payment of the principal of this Note, before any
repayment of interest.

     The Company entered into a five-year employment agreement with Jerome
Mahoney, its non-executive Chairman of the Board of Directors, effective August
3, 2004. The Company will compensate Mr. Mahoney with a base salary of $85,000
for the first year with annual increases based on the Consumer Price Index.
When Deep Field Technologies achieves annual sales equal to or greater than
$2,000,000, Mr. Mahoney's base annual compensation will automatically be
increased to $145,000. Mr. Mahoney will also be entitled to certain bonuses
based on mergers and acquisitions completed by the Company. Mr. Mahoney has
agreed to accept part of his compensation pursuant to this Employment Agreement
in the form of Class B Common Stock, par value $.01 per share, in lieu of cash,
for as long as the Board of Directors decides, in its sole discretion, that the
Company does not have the financial resources to pay him in cash. The number of
Class B Common Stock shares to be issued Mr. Mahoney shall be equal to one share
of Class B Common Stock for every dollar of compensation due and owing the
Executive.

     Deep Field Technologies entered into a five-year employment agreement with
Mr. Meller as of October 1, 2004. Mr. Meller will serve as the Company's
President, Chief Executive Officer and Chief Financial Officer for a term of
five years. As consideration, Deep Field Technologies agreed to pay Mr. Meller
the sum of $85,000 the first year with an annual increase based on the Consumer
Price Index every year thereafter. However, when Deep Field Technologies
achieves annual sales equal to or greater than $2,000,000, Mr. Meller's base
annual salary will automatically be increased to $145,000. Deep Field


                                       11
<PAGE>
Technologies also agreed to pay Mr. Meller a bonus for each merger or
acquisition completed by the Company equal to six percent (6%) of the gross
consideration paid or received by Deep Field Technologies, net of any debt or
other liabilities assumed by the Company. This bonus would be payable in the
form of cash, debt or shares of Class B Common Stock at the option of Mr.
Meller.

     Mr. Meller is also entitled to a sum of $50,000 earned by the completion of
the Spin-off. Mr. Meller has agreed to defer the cash receipt of said sum until
such time that management believes it has sufficient financing in place to fund
this obligation.

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

     On September 9, 2005, Deep Field Technologies, Inc. entered into a Standby
Equity Distribution Agreement (the "SEDA") with Cornell Capital Partners, LP
("Cornell Capital Partners") whereby Cornell Capital Partners agrees to purchase
up to $10 million of the Company's Class A Common Stock (the "Common Stock")
over a two year period. The shares issuable under the SEDA must be first
registered under the Securities Act of 1933, as amended. The purchase price of
the Common Stock shall be at ninety-five percent (95%) of the lowest trading
price of the Company's Common Stock during the five consecutive trading day
period following the notification by the Company of its request for an advance
from Cornell Capital Partners under the SEDA. In connection with the SEDA, the
Company entered into an Escrow Agreement, Registration Rights Agreement and
Placement Agent Agreement.


NOTE 8 - CAPITAL STOCK

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

a)   Class A Common Stock

     As of September 30, 2005, there were 10,000,000,000 shares of Class A
Common Stock authorized, no par value, and 100 shares issued and outstanding. On
August 4, 2005, the Company effected a 100,500-for-one forward stock split of
the Class A Common Stock increasing the issued and outstanding shares to
10,013,984. The number of outstanding and issued Class A Common Stock shares was
retroactively adjusted to reflect the aforementioned forward stock split that
occurred on August 4, 2005.

     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.

b)   Class B Common Stock



                                       12
<PAGE>
     As of September 30, 2005, 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 Deep Field Technologies, Inc. had ever issued its Class A Common Stock.
Upon our liquidation, dissolution, or winding-up, holders of Class B Common
Stock will be entitled to receive distributions. As of September 30, 2005, no
shares were issued or outstanding.

c)   Class C Common Stock

     As of September 30, 2005, there are 20,000,000 shares of Class C Common
Stock authorized, par value $.01 per share. Each holder of Class C Common Stock
is entitled to 1,000 votes for each share held of record. Shares of Class C
Common Stock are not convertible into Class A Common Stock. Upon liquidation,
dissolution or wind-up, the holders of Class C Common Stock are not entitled to
receive our net assets pro rata. As of September 30, 2005, no shares were issued
or outstanding.

d)   Preferred Stock

     Deep Field Technologies is authorized to issue 1,000,000 shares of
Preferred Stock, par value $1.00 per share. As of September 30, 2005, Deep Field
Technologies has not issued any shares of Preferred Stock.




















                                       13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
         OPERATION

     You should read the following discussion in conjunction with our audited
financial statements and related notes included in the Form SB-2 previously
filed with the SEC. Our fiscal year currently ends on December 31, and each of
our fiscal quarters ends on the final day of a calendar quarter (each March 31,
June 30 and September 30). The following discussion contains forward-looking
statements. Please see "Cautionary Statement Regarding Forward-Looking
Statements" for a discussion of uncertainties, risks and assumptions associated
with these statements.



OVERVIEW AND PLAN OF OPERATION

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

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

     The emerging nature of the unified messaging industry and unforeseen
expenses from the separation from iVoice, make it difficult to assess the future
growth of Deep Field Technologies.

     The Unified Messaging software business has operated at a loss in the past
for iVoice, and as an independent company such losses may continue or increase.
Additionally, the Company's business has relied on iVoice for financial,
administrative and managerial expertise in conducting its operations. Following
the Spin-off, Deep Field Technologies developed and maintains its own credit and
banking relationships and perform its own financial and investor relation
functions. Deep Field Technologies may not be able to successfully put in place
the financial, administrative and managerial structure necessary to continue 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.

     Deep Field Technologies has received a going concern opinion from its
auditors. Its continuation as a going concern is dependent upon obtaining the
financing necessary to operate its business. The financing of our working
capital needs are expected to be provided, in large part, from the sale of Class
A Common Stock

                                       14
<PAGE>
to Cornell Capital Partners pursuant to the terms of the Standby Equity
Distribution Agreement ("SEDA"). However, Cornell Capital Partners is under no
obligation to purchase any shares of our Class A Common Stock unless certain
conditions are met by Deep Field Technologies, including completing the
Spin-Off, listing our Class A Common Stock on the Over-the-Counter Bulletin
Board and having a registration statement declared effective by the SEC. of
shares to be sold to Cornell Capital Partners pursuant to the Securities Act of
1933, as amended. [See "Liquidity and Capital Resources."] As of September 30,
2005, pursuant to the above mentioned terms of the SEDA, Deep Field Technologies
Class A Common Stock is listed and trades on the Over-the-Counter Bulletin Board
and the Spin-Off has been completed.

     If Deep Field Technologies cannot fund its working capital needs under the
SEDA with Cornell Capital Partners, we will not be unable to obtain sufficient
capital resources to operate our business, and we have no current other plans to
obtain other alternative financing. We cannot assure you that we will be able to
access any financing in sufficient amounts or at all when needed. Our inability
to obtain sufficient working capital funding will have an immediate material
adverse effect upon our financial condition and our business.

SEPARATION FROM IVOICE

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

     On November 11, 2004, Deep Field Technologies received by assignment all of
the interests in and rights and title to, and assumed all of the obligations of,
all of the agreements, contracts, understandings and other instruments of iVoice
Technology 2, Inc., a Nevada corporation. These agreements, contracts,
understandings and other instruments consisted of the documentation relating to
the issuance of the secured convertible debentures and the SEDA, the employment
agreements with Messrs. Mahoney and Meller and the administrative services
agreement. Since this assignment, iVoice Technology 2 has no operating business,
assets or known liabilities, and is currently in the process of being dissolved.
When we refer to or describe any agreement, contract or other written instrument
of Deep Field Technologies, may also be referring to an agreement, contract or
other written instrument that had been entered into by iVoice Technology 2 and
assigned to Deep Field Technologies.

     The Company'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 Deep Field Technologies from iVoice as part of the
Spin-Off. The financial information included in this report, however, is not
necessarily indicative of what the Company'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.

     Deep Field Technologies will operate the Unified Messaging 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 Unified Messaging. Deep Field Technologies intends to use a portion
of the proceeds from any financing arrangements, on sales and marketing efforts
for Unified Messaging. 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 Unified Messaging, the Company's lack of operating
history, the current economic environment and, more specifically, the
uncertainty of the telecommunications market.


                                       15
<PAGE>
     As of August 5, 2005, iVoice assigned, contributed and conveyed to
SpeechSwitch corporate assets, liabilities and expenses related to the Unified
Messaging software business, including the Unified Messaging software and all
intellectual property of iVoice relating to the Unified Messaging software
business and the assignment of iVoice's existing agreements and arrangements
with dealers and resellers. This assignment, contribution and conveyance of
assets, liabilities and expenses was based on an estimate of the proportion of
such amounts allocable to Deep Field Technologies, utilizing such factors as
total revenues, employee headcount and other relevant factors. Deep Field
Technologies believes that these allocations have been made on a reasonable
basis. Deep Field Technologies believes that all costs allocated to Deep Field
Technologies are a reasonable representation of the costs that Deep Field
Technologies would have incurred if Deep Field Technologies had performed these
functions as a stand-alone company.

     In conjunction with the separation of the Unified Messaging software
business from iVoice, Deep Field Technologies entered into an administrative
services agreement with iVoice for the provision of certain services by iVoice
to Deep Field Technologies following the Spin-off. This agreement will continue
on a month to month basis until Deep Field Technologies has found replacement
services for those services being provided by iVoice or can provide these
services for itself. Following the termination of the administrative services
agreement, we expect that Deep Field Technologies will operate on a completely
stand-alone basis from iVoice and there will be no business or operating
relationship between iVoice and Deep Field Technologies, except that Deep Field
Technologies will continue to sub-lease space from iVoice.

     Our shares of Class A Common Stock were distributed to iVoice's
stockholders on August 12, 2005.


THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2004

     All revenues reported by Deep Field Technologies are derived from the sale
or license of our unified messaging systems, which store all messages in one
location for access, typically a groupware database with one single list of
users for e-mail, voice, telephones and computers. Total revenues for the three
months ended September 30, 2005 and September 30, 2004 were $0 and $ 518,
respectively. The Unified Messaging business has only operated as a division
and/or a subsidiary of iVoice and has never operated on a stand-alone basis. The
low sales volume of the Unified Messaging business is attributable to the
minimal resources made available by iVoice for the sales and marketing of the
Unified Messaging software products. Management feels that the sales of the
Unified Messaging software products may increase if greater financial and
operational resources are made available for the sales and marketing of the
products. If Deep Field Technologies can obtain funds under the SEDA, Deep Field
Technologies will be able to devote more resources to operating the business.
See "Liquidity and Capital Resources."

     Gross margin for the three months ended September 30, 2005 and September
30, 2004 was $0 (0.0%) and $ 440 (84.9%), respectively. The revenue in 2004
consisted primarily from installations of turn-key systems which carried a high
material content. The net decrease in gross margin dollars is the result of
reduced sales.

     Total operating expenses increased to $ 303,264 for the three months ended
September 30, 2005 from $ 10,492 for the three months ended September 30, 2004,
an increase of $ 292,772. This increase in the current year is attributable to
accrued salaries per the employment agreements with Mr. Mahoney and Mr. Meller,
and legal fees for the preparation of the SEC filings and various other
professional fees.

     The loss from continuing operations before other income (expense) for the
three months ended September 30, 2005 was $ 303,264 compared to $ 10,052 for the
three months ended September 30, 2004, an increase in the loss of $ 293,212. As
discussed above, this increase primarily consists of accrued salaries and legal
fees.

                                       16
<PAGE>
     Total other income (expense) for the three months ended September 30, 2005
were ($ 27,983) as compared to $ 6,242 for the three months ended September 30,
2004, a decrease of $ 34,225. During the three months ended September 30, 2005,
Deep Field Technologies recorded $ 29,369 of interest expense on the outstanding
loans and $ 1,386 of interest income on the bank accounts. In the three months
ended September 30, 2004, iVoice, Inc allocated $ 6,702 for financing costs, $
1,850 for interest expenses and $ 1,390 for other income to Deep Field
Technologies. The allocated finance costs were for fees paid to Cornell Capital
Partners for initial and additional financing arrangements. The allocated other
income was primarily from interest earned on the cash accounts. The allocated
interest expense was for accrued interest on related party debts.

     Net loss for the three months ended September 30, 2005 was $ 331,247 as
compared to a loss of $ 3,810 for the three months ended September 30, 2004. The
increase in net loss of $ 327,437 was the result of the factors discussed above.


NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2004

     All revenues reported by Deep Field Technologies are derived from the sale
or license of our unified messaging systems, which store all messages in one
location for access, typically a groupware database with one single list of
users for e-mail, voice, telephones and computers. Total revenues for the nine
months ended September 30, 2005 and September 30, 2004 were $ 112 and $ 6,160,
respectively. The Unified Messaging business has only operated as a division
and/or a subsidiary of iVoice and has never operated on a stand-alone basis. The
low sales volume of the Unified Messaging business is attributable to the
minimal resources made available by iVoice for the sales and marketing of the
Unified Messaging software products. Management feels that the sales of the
Unified Messaging software products may increase if greater financial and
operational resources are made available for the sales and marketing of the
products. If Deep Field Technologies can obtain funds under the SEDA, Deep Field
Technologies will be able to devote more resources to operating the business.
See "Liquidity and Capital Resources."

     Gross margin for the nine months ended September 30, 2005 and September 30,
2004 was $ 112 (100.0%) and $ 3,807 (61.8%), respectively. The revenue in 2004
consisted primarily from installations of turn-key systems which carried a high
material content. The net decrease in gross margin dollars is the result of
reduced sales.

     Total operating expenses increased to $ 451,306 for the nine months ended
September 30, 2005 from $ 32,905 for the nine months ended September 30, 2004,
an increase of $ 418,401. This increase in the current year is attributable to
accrued salaries per the employment agreements with Mr. Mahoney and Mr. Meller,
and legal fees for the preparation of the SEC filings and various other
professional fees.

     The loss from continuing operations before other income (expense) for the
nine months ended September 30, 2005 was $ 451,194 compared to $ 29,098 for the
nine months ended September 30, 2004, an increase in the loss of $ 422,096. As
discussed above, this increase primarily consists of accrued salaries and legal
and audit fees.

     Total other income (expense) for the nine months ended September 30, 2005
were $ (48,144) as compared to $ (29,843) for the nine months ended September
30, 2004, an increase in expenses of $ 18,301. During the nine months ended
September 30, 2005, Deep Field Technologies recorded $ 40,944 of interest
expense, $ 2,800 of interest income and $10,000 financing costs on the issuance
of $100,000 of secured convertible debentures. In the nine months ended
September 30, 2004, iVoice, Inc allocated $31,546 for financing costs, $ 2,312
for interest expenses and $ 4,015 for other income to Deep Field Technologies.

                                       17
<PAGE>
The allocated finance costs were for fees paid to Cornell Capital for initial
and additional financing arrangements. The allocated other income was primarily
from interest earned on the cash accounts. The allocated interest expense was
for accrued interest on related party debts.

     Net loss for the nine months ending September 30, 2005 was $ 499,338 as
compared to a loss of $ 58,941 for the nine months ending September 30, 2004.
The increase in net loss of $ 440,397 was the result of the factors discussed
above.

As of September 30, 2005, Deep Field Technologies had two part-time employees.

LIQUIDITY AND CAPITAL RESOURCES

     To date, Deep Field Technologies 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.

     If we satisfy necessary conditions under the SEDA, we intend to sell shares
of our Class A Common Stock as soon as possible in order to generate capital
necessary to sustain our operations.

     On August 12 and November 19, 2004, Deep Field Technologies issued an
aggregate of $400,000 in secured convertible debentures, with interest payable
at 5% per annum, to Cornell Capital Partners. On February 28, 2005, the
Company's obligations under the secured convertible debentures were terminated
and replaced with a secured promissory note of the same principal amount, which
note accrues interest at rate of 12% per annum, but is not convertible into any
equity security of Deep Field Technologies. On February 28, 2005, Deep Field
Technologies borrowed an additional $100,000 pursuant to such promissory note.
In connection with the issuances of the secured convertible debentures, Deep
Field Technologies 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, Deep Field Technologies received a credit for fees
that would otherwise have been payable upon the issuance of the $400,000 in
replacement notes. Deep Field Technologies paid Cornell Capital Partners a fee
of $10,000 in connection with its $100,000 borrowing.

     The Company's obligations under the secured promissory note issued to
Cornell Capital Partners are secured by a first priority security interest in
substantially all of our assets. iVoice has also guaranteed the payment of all
amounts payable by Deep Field Technologies pursuant to the secured promissory
note. This guaranty terminated on August 5, 2005.

     On September 9, 2005, the Company entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, pursuant to which Deep
Field Technologies may, from time to time, issue and sell to Cornell Capital
Partners our Class A Common Stock for a total purchase price of up to $10.0
million. The purchase price for the shares is 95% of the market price, which is
defined as the lowest closing bid price of the Class A Common Stock during the
five trading days following the date that Deep Field Technologies delivers to
Cornell Capital Partners a notice requiring it to advance funds to us. A cash
fee equal to six percent (6%) of the cash proceeds of the draw down is also
payable at the time of funding. In addition, Cornell Capital Partners is
entitled to receive, as additional compensation, the number of shares of Class A
Common Stock equal to one and one half percent (1.5%) of the number of shares of
Class A Common Stock outstanding on the date that a registration statement in
respect of the shares to be distributed pursuant to the SEDA becomes effective.

     However, Cornell Capital Partners is under no obligation to purchase any
shares of Class A Common Stock unless certain conditions are met by Deep Field
Technologies, including the shares to be purchased by

                                       18
<PAGE>
Cornell Capital Partners have been registered for resale under the Securities
Act of 1933, as amended. If Deep Field Technologies cannot satisfy the
requirements for Cornell Capital Partners to purchase the Class A Common Stock
under the terms of the Standby Equity Distribution Agreement, we will not be
able to obtain sufficient capital resources to operate our business, and we have
no current plans to obtain alternative financing. We cannot assure you that we
will be able to access any financing in sufficient amounts or at all when
needed. Our inability to obtain sufficient financing would have an immediate
material adverse effect on our financial condition and our business. Management
believes that its going-forward expenses for the twelve months following the
date of the Spin-off, August 5, 2005, will be approximately $260,000, which
includes salaries for the Company's officers and employees, and, assuming Deep
Field Technologies has no revenues in such period, Deep Field Technologies
expects to incur liabilities, for the year ending December 31, 2005, of
approximately $260,000. Management has no current plan to hire additional
employees, perform additional research and development or purchase additional
equipment or services beyond the requirements of the administrative services
agreement with iVoice. If there are additional deficiencies that are in excess
of the proceeds of the secured promissory note, and Deep Field Technologies is
unable to obtain funds from the sale of our Class A Common Stock to Cornell
Capital Partners, management believes that Deep Field Technologies can limit its
operations, defer payments to management and maintain its business at nominal
levels until it can identify alternative sources of capital.

     Except for these two financing agreements, the Company currently has no
other significant sources of working capital or cash commitments. However, no
assurance can be given that Deep Field Technologies will raise sufficient funds
from such financing arrangements, or that Deep Field Technologies 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 the Company's
financing is dependent upon.

     On August 5, 2005, Deep Field Technologies assumed an aggregate of $190,000
in liabilities from iVoice and iVoice assigned to Deep Field Technologies assets
having an aggregate book value of $3,000. Deep Field Technologies 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.

     Deep Field Technologies assumed from iVoice an outstanding promissory note
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
unified messaging systems 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, Deep Field Technologies,
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 Deep Field Technologies, par value
$0.01, for each dollar owed, (ii) the number of shares of Class A Common Stock
of Deep Field Technologies 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. Deep Field Technologies has yet to
record this liability on its financial statements, as the promissory note was
not assumed by Deep Field Technologies until August 5, 2005.

     During the nine months ended September 30, 2005, the Company had a net
decrease in cash of $ 45,015. The Company's principal sources and uses of funds
were as follows:

                                       19
<PAGE>
     CASH USED BY OPERATING ACTIVITIES. The Company used $ 142,015 in cash for
operating activities in the nine months ended September 30, 2005. This was
primarily the result of the cash used to fund the loss from current operating
activities.

     CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the nine
months ended September 30, 2005 provided a total of $ 97,000 in cash. This
consisted of net proceeds from the issuance of the secured promissory note under
the financing with Cornell Capital Partners.


FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

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






                                       20
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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 fiscal quarter covered by this
Quarterly Report on Form 10-QSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal quarter
covered by this Quarterly Report on Form 10-QSB are 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 is 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 is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS.

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



PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS


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

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



                                       21
<PAGE>

                                   SIGNATURES
                                   ----------



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



Deep Field Technologies, Inc.



By: /s/ Mark Meller                                     Date:  November 10, 2005
    -------------------------                           ------------------------
Mark Meller, President,
Chief Executive Officer and
Chief Financial Officer


<PAGE>

                                INDEX OF EXHIBITS
                                -----------------



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

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