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                       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: 333-120490

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

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

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

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

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

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

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

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

Number of shares of Class A Common Stock, no par value, outstanding as of
October 28, 2005: 10,013,984
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<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>

                                IVOICE TECHNOLOGY, INC
                         CONDENSED BALANCE SHEET (UNAUDITED)
                                  SEPTEMBER 30, 2005


                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                           $  312,770
Accounts receivable                                                     13,085
Prepaid expenses                                                         6,521
                                                                    ----------
      Total current assets                                             332,376
                                                                    ----------

PROPERTY AND EQUIPMENT,
      net of accumulated depreciation of  $492                           1,850
                                                                    ----------

TOTAL ASSETS                                                        $  334,226
                                                                    ==========

                       LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses                               $  233,069
Due to related parties                                                  83,245
Deferred maintenance contracts                                           8,844
Notes payable to related parties                                       190,000
Notes Payable                                                          700,000
                                                                    ----------

      Total current liabilities                                      1,215,158
                                                                    ----------



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                                           7,103,731
Accumulated deficit                                                 (7,984,663)
                                                                    ----------
      Total stockholders' deficit                                     (880,932)
                                                                    ----------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                            $ 334,226
                                                                    ==========

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

                                        2
<PAGE>

                             IVOICE TECHNOLOGY, INC
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
     FOR THE NINE MONTHS 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                                            $     94,756   $    177,484      $     23,918   $     46,478

COST OF SALES                                                  738         59,263              --            6,445
                                                      ------------   ------------      ------------   ------------

GROSS PROFIT                                                94,018        118,221            23,918         40,033
                                                      ------------   ------------      ------------   ------------

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

   Selling and marketing expenses                           30,135         51,979             5,500         11,779
   General and administrative expenses                     413,102        554,786           239,131         92,283
   Research and development expenses                        30,000         50,787            30,000          9,573
   Depreciation and amortization                               469         36,258               422         12,086
                                                      ------------   ------------      ------------   ------------
Total selling general and administrative expenses          473,706        693,810           275,053        125,721
                                                      ------------   ------------      ------------   ------------

LOSS FROM OPERATIONS                                      (379,688)      (575,589)         (251,135)       (85,688)
                                                      ------------   ------------      ------------   ------------

OTHER INCOME \ ( EXPENSE)
   Other income\allocated expenses                           3,383        101,128             1,644         40,178
   Interest expense                                        (56,449)       (26,321)          (40,090)       (15,571)
   Write off of financing costs                            (14,000)      (794,555)             --           93,591
                                                      ------------   ------------      ------------   ------------
Total other income \ (expense)                             (67,066)      (719,748)          (38,446)       118,198
                                                      ------------   ------------      ------------   ------------

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES         (446,754)    (1,295,337)         (289,581)        32,510

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

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES         $   (446,754)  $ (1,295,337)     $   (289,581)  $     32,510
                                                      ============   ============      ============   ============

NET INCOME (LOSS) PER COMMON SHARE
   Basic and diluted                                  $      (0.04)  $      (0.13)     $      (0.03)          0.00
                                                      ============   ============      ============   ============

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic and diluted                                    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>

                             IVOICE TECHNOLOGY, INC
                  CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

<TABLE><CAPTION>
                                                                       For the Nine Months Ended
                                                                              September 30
                                                                       -------------------------
                                                                           2005          2004
                                                                       -----------   -----------
<S>                                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                               $  (446,754)  $(1,295,337)
   Adjustments to reconcile net loss to net cash (used in)
   operating activities
   Depreciation                                                                469        36,258

   Changes in certain assets and liabilities:
   Decrease in accounts receivable                                          18,648          --
   Increase in prepaid expenses                                             (6,522)         --
   Increase (decrease) in accounts payable and accrued liabilities         202,464       (46,427)
   Increase in due to related parties                                       83,245          --
   Decrease in deferred maintenance contracts                              (24,297)         --
                                                                       -----------   -----------

      Total cash (used in) operating activities                           (172,747)   (1,305,506)
                                                                       -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from sales of convertible debentures                       140,000       280,000
   Net Investment (return of capital) by iVoice Inc.                        (1,082)    1,161,216
   Paid in capital                                                            --          70,000
                                                                       -----------   -----------
      Total cash provided by financing activities                          138,918     1,511,216
                                                                       -----------   -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (33,829)      205,710

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                              $   312,770   $   205,710
                                                                       ===========   ===========

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                    $    40,090   $    78,020
                                                                       ===========   ===========
   Income taxes                                                        $      --     $      --
                                                                       ===========   ===========
</TABLE>
              The accompanying notes are an integral part of these
                         condensed financial statements

                                        4
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NOTE 1 - BACKGROUND

     The unaudited interim financial statements included herein have been
prepared by iVoice Technology, Inc. ("iVoice Technology" 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 filed with Form SB-2 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.

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

     On September 1, 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. iVoice Technology will continue to develop,
market and license the Interactive Voice Response 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 speech recognition, and certain accrued
liabilities and related party debt into iVoice Technology (the "Spin-off"). The
Class A Common Stock shares of the Company were distributed to iVoice
shareholders in the form of a taxable special dividend distribution.

     In conjunction with the Spin-off, iVoice Technology entered into a
temporary administrative service agreement with iVoice. iVoice presently
continues to provide administrative services to the Company on a

                                        5
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

month to month basis until the company is able to replace the services provided
by iVoice.

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

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

     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 Interactive
Voice Response line, which was developed by iVoice. The Company's Interactive
Voice Response line is designed to read information from and write information
to, databases, as well as to query databases and return information.

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


NOTE 3 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of the Company as a going concern. The Company's
previous financial results and operations were reflected in the consolidated
financial statements and accounting records of iVoice, and reflected significant
assumptions and allocations. The Company has relied on iVoice 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

                                        6
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

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
$280,000 of secured convertible debentures in August 2004, and an additional
$280,000 of secured convertible debentures, in November 2004. On February 28,
2005, convertible debentures equal in principal to $560,000 were terminated and
replaced with a secured promissory note in the amount of $700,000 ($560,000
representing replacement notes and $140,000 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.


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

     The accompanying financial statements up thru August 4, 2005, have 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) 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

                                        7
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

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 that 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.

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. All
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 will be charged to operations as incurred.

f) 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.

g) Income Taxes

     The Company accounts for income taxes under the Statement of Financial
Accounting Standards Board ("FASB") No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109,

                                        8
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

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.

h) Organization Costs

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

i) (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 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:

                         For the nine months ended    For the three months ended
                          September     September      September     September
                           30, 2005      30, 2004       30, 2005      30, 2004
                          ---------    ----------      ---------     ---------
Pro Forma Basis and
 diluted purposes        10,013,984    10,013,984     10,013,984    10,013,984

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

                                        9
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

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 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 - INTANGIBLE ASSETS

     Intangible assets consist of software source codes originally purchased by
iVoice for $454,000 in May 1999. The asset is reflected at its original cost net
of accumulated amortization of $454,000, from the date acquired by iVoice. The
asset was amortized over a 5-year period.

NOTE 6 - RELATED PARTY TRANSACTIONS

     During the nine months ended September 30, 2004 iVoice allocated operating
costs of $1,163,634 to iVoice Technology. These allocations are reflected in the
selling, general and administrative, cost of revenue, research and development,
and other income (expense) 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 Interactive Voice
Response software has been reflected as cost of sales. Other general

                                       10
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

categories of operating expense, as well as other income and expense, have been
allocated to iVoice Technology by iVoice based upon a ratio of revenue of the
Interactive Voice Response 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 iVoice
Technology had performed these functions as a stand-alone company.

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

NOTE 7 - 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 for a 100%
allowance of its deferred tax assets.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

     As discussed in Note 3, the Company has entered into a subscription
agreement with certain purchasers for the sale of $560,000 in convertible
debentures. Additionally, the Company had entered into a Standby Equity
Distribution Agreement (the "SEDA") whereby the Company, at their discretion,
may periodically sell to an investor, shares of Class A Common Stock to raise
capital to fund its working capital needs. These transactions will require the
Company to register its common stock under Section 12(g) of the Securities
Exchange Act of 1934 and subsequently register for resale a number of shares to
facilitate these financial transactions. On February 28, 2005, the SEDA was
terminated.

     On February 28, 2005, convertible debentures equal in principal to $560,000
were terminated and replaced with a secured promissory note in the amount of
$700,000 ($560,000 representing replacement notes and $140,000 representing new
financing).

     On August 31, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement (the "SEDA") with Cornell Capital Partners, LP ("Cornell
Capital Partners") whereby Cornell agrees to purchase up to $10 million of the
Company's Class A Common Stock over a two year period. The shares issued under
the SEDA must be first registered under the Securities Act of 1933, as amended.
The purchase price of the Common Stock shall be at ninety-five percent (95%) of
the lowest trading price of the Company's Common Stock during the five
consecutive trading day period following the notification by the Company of its
request for an advance from Cornell under the SEDA. In connection with the SEDA,
the Company entered into an Escrow Agreement, Registration Rights Agreement and
Placement Agent Agreement.

                                       11
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

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

     iVoice Technology entered into an employment agreement as of August 1, 2004
with Mr. Seidler, which was amended on August 12, 2005. Mr. Seidler resigned as
iVoice Technology's President and Chief Executive Officer and his employment
agreement was terminated on August 26, 2005.

     On August 29, 2005, the Company entered into an employment agreement with
Mark Meller . Mr. Meller will serve as the Company's President, Chief Executive
Officer and Chief Financial Officer for a term of one year. As compensation, the
Company will pay Mr. Meller a base salary of $85,000 the first year with an
annual increase based on the Consumer Price Index every year thereafter. Mr.
Meller has agreed to defer all but $20,000 of his compensation until such time
that Board of Directors determines, in its sole discretion, that the Company has
sufficient financial resources to pay his compensation and the Board of
Directors may also elect to pay Mr. Meller the balance of his compensation in
the form of Company Class A or Class B Common Stock. Mr. Meller will also be
entitled to certain bonuses based on mergers and acquisitions completed by the
Company.

     The Company entered into a five-year employment agreement with Jerome
Mahoney to serve as Non-executive Chairman of the Board of Directors, effective
August 1, 2004. The Company will compensate Mr. Mahoney with a base salary of
$85,000 for the first year with annual increases based on the Consumer Price
Index. Mr. Mahoney's compensation shall be deferred until such time that the
Board of Directors determines that the Company has sufficient financial
resources to pay his compensation in cash and presently, Mr. Mahoney's
compensation will be paid in the form of Class B Common Stock. Mr. Mahoney will
also be entitled to certain bonuses based on mergers and acquisitions completed
by the Company.

     In conjunction with the various Spin-offs, iVoice Technology 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.

NOTE 9 - CAPITAL STOCK

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

                                       12
<PAGE>

                             IVOICE TECHNOLOGY, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2005

per share, and 1,000,000 shares of Preferred Stock, par value of $1.00 per
share. Below is a description of iVoice Technology's outstanding securities,
including 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 are 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

     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 iVoice Technology, Inc. had ever issued its Class A Common Stock. Upon our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions. As of September 30, 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

     iVoice Technology is authorized to issue 1,000,000 shares of Preferred
Stock, par value $1.00 per share. As of September 30, 2005, iVoice Technology
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 reflected significant assumptions and
allocations. These financial statements do not necessarily reflect the financial
position, results of operations and cash flows of iVoice Technology had it been
a stand-alone entity.

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

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

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

     iVoice Technology has received a going concern opinion from its auditors.
Its continuation as a going concern is dependent upon obtaining the financing
necessary to operate its business. The financing of our working capital needs
are expected to be provided, in large part, from the sale of Class A Common
Stock to Cornell Capital Partners pursuant to the terms of the Standby Equity
Distribution Agreement ("SEDA"). However, Cornell Capital Partners is under no
obligation to purchase any shares of our Class A Common Stock unless certain
conditions are met by Deep Field Technologies, including completing the
Spin-Off,

                                       14
<PAGE>

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, iVoice Technology Class A
Common Stock is listed and trades on the Over-the-Counter Bulletin Board and the
Spin-Off has been completed.

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

SEPARATION FROM IVOICE

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

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

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

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

     As of August 5, 2005, iVoice assigned, contributed and conveyed to iVoice
Technology the iVoice corporate assets, liabilities and expenses related to the
IVR software business, including the IVR software and all intellectual property
of iVoice relating to the IVR software business and the assignment of iVoice's
existing agreements and arrangements with dealers and resellers. This
assignment, contribution and

                                       15
<PAGE>

conveyance of assets, liabilities and expenses was based on an estimate of the
proportion of such amounts allocable to iVoice Technology, utilizing such
factors as total revenues, employee headcount and other relevant factors. iVoice
Technology believes that these allocations have been made on a reasonable basis.
iVoice Technology believes that all costs allocated to iVoice Technology are a
reasonable representation of the costs that iVoice Technology would have
incurred if iVoice Technology had performed these functions as a stand-alone
company.

     In conjunction with the separation of the IVR software business from
iVoice, iVoice Technology entered into an administrative services agreement with
iVoice for the provision of certain services by iVoice to iVoice Technology
following the Spin-off. This agreement will continue on a month to month basis
until iVoice Technology has found replacement services for those services being
provided by iVoice or can provide these services for itself. Following
termination of the administrative services agreement, we expect that iVoice
Technology will operate on a completely stand-alone basis from iVoice and there
will be no business or operating relationship between iVoice and iVoice
Technology, except that iVoice Technology will continue to sub-lease space from
iVoice. Our shares of Class A Common Stock were distributed to iVoice's
stockholders on or about August 12, 2005.

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

     All revenues reported by iVoice Technology are derived from the sale or
license of our interactive voice response software products, which enable a
caller to obtain requested information in voice form from a local or non-local
database. Total revenues for the three months ended September 30, 2005 and
September 30, 2004 were $ 23,918 and $ 46,478, respectively. The $ 22,560
decrease in revenue between the three months ended September 30, 2005 and the
three months ended September 30, 2004 was the result of fewer turn-key systems
being sold in 2005 as compared to 2004. The IVR business has only operated as a
division and/or subsidiary of iVoice and has never operated on a stand-alone
basis. The low sales volume of the IVR business is attributable to the minimal
resources made available by iVoice for the sales and marketing of the
interactive voice response software products. Management feels that the sales of
the interactive voice response software products may increase if greater
financial and operational resources were made available for the sales and
marketing of the products. If iVoice Technology can obtain funds under the SEDA,
iVoice Technology 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 $ 23,918 (100%) and $ 40,033 ( 86.1 %), respectively. Revenues in
the three months ended September 30, 2005 contained no hardware and such, had no
direct costs. Software and maintenance revenue has a very low direct cost
content. The increase in gross margin rate is a result of a change in the
hardware and software mix being sold as compared to the same period in the prior
year. The decrease in gross margin dollars is the result of lower sales.

     Total operating expenses increased to $ 275,053 for the three months ended
September 30, 2005 from $ 125,721 for the three months ended September 30, 2004,
an increase of $ 149,332 or (118.8 %). This increase in the current three months
period is primarily attributable to various legal and professional fees incurred
during the period. The decrease in selling expenses reflects the fact that the
Company is in the initial stages of realigning its resources.

     The loss from continuing operations before other income (expense) for the
three months ended September 30, 2005 was $ 251,135 compared to a loss of $
85,688 for the three months ended September 30,

                                       16
<PAGE>

2004, an increase in the loss of $ 165,447. As discussed above, this increase
was primarily attributable various legal and professional fees incurred during
the period.

     Total other income (expense) for the three months ended September 30, 2005
were an expense of $ 38,446 as compared to income of $ 118,198 for the three
months ended September 30, 2004, a decrease of $ 156,644. During the three
months ended September 30, 2005, iVoice Technology recorded $ 40,090 of interest
expense and $ 1,644 of interest income. In the three months ended September 30,
2004, iVoice, Inc allocated $ 93,591 for financing costs, $ 15,571 for interest
expenses and $ 40,178 for other income to iVoice Technology. The allocated
finance costs were for stock issued and 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 $ 289,581 as
compared to a gain of $ 32,510 for the three months ended September 30, 2004.
The decrease in net loss of $ 322,091 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 iVoice Technology are derived from the sale or
license of our interactive voice response software products, which enable a
caller to obtain requested information in voice form from a local or non-local
database. Total revenues for the nine months ended September 30, 2005 and
September 30, 2004 were $ 94,756 and $ 177,484, respectively. The $ 82,728
decrease in revenue between the nine months ended September 30, 2005 and the
nine months ended September 30, 2004 was the result of fewer turn-key systems
being sold in 2005 as compared to 2004. Until August 5, 2005, the IVR business
only operated as a division of iVoice and had never operated on a stand-alone
basis. The low sales volume of the IVR business is attributable to the minimal
resources made available by iVoice for the sales and marketing of the
interactive voice response software products. Management feels that the sales of
the interactive voice response software products may increase if greater
financial and operational resources were made available for the sales and
marketing of the products. If iVoice Technology can obtain funds under the SEDA,
iVoice Technology 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 $ 94,018 (99.2%) and $ 118,221 (66.6 %), respectively. Revenues in the
nine months ended September 30, 2005 contained very little hardware and had very
little direct costs. Software and maintenance revenue has a very low direct cost
content. The increase in gross margin rate is a result of a change in the
hardware and software mix being sold as compared to the same period in the prior
year. The decrease in gross margin dollars is the result of lower sales.

     Total operating expenses decreased to $ 473,706 for the nine months ended
September 30, 2005 from $ 693,810 for the nine months ended September 30, 2004,
a decrease of $ 220,104 or (31.7 %). This decrease in the current nine months
period is primarily attributable to reductions in the allocated costs from
iVoice. In the nine months ended September 30, 2004, iVoice accrued professional
and consulting fees in connection with financing the operation of the business
and the anticipated registration of shares of iVoice Technology. The reductions
in allocated selling and research and development expenses reflect a decrease in
the number of employees performing these functions.

     As of September 30, 2005, iVoice Technology had one full-time employee and
two part-time employees.

                                       17
<PAGE>

     The loss from continuing operations before other income (expense) for the
nine months ended September 30, 2005 was $ 379,688 compared to a loss of $
575,589 for the nine months ended September 30, 2004, a decrease in the loss of
$ 195,901. As discussed above, this decrease was primarily attributable to
reductions in allocated, selling, research and development and accrued
professional and consulting fees incurred in connection with financing the
operation of the business and the anticipated registration of shares of iVoice
Technology.

     Total other income (expense) for the nine months ended September 30, 2005
were an expense of $ 67,066 as compared to an expense of $ 719,748 for the nine
months ended September 30, 2004, a decrease of $ 652,682. During the nine months
ended September 30, 2005, iVoice Technology recorded $ 14,000 for financing
costs, $ 56,449 of interest expense and $ 3,383 of interest income. In the nine
months ended September 30, 2004, iVoice, Inc allocated $ 794,555 for financing
costs, $ 26,321 for interest expenses and $ 101,128 for other income to iVoice
Technology. 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 nine months ended September 30, 2005 was $ 446,754 as
compared to a loss of $ 1,295,337 for the nine months ended September 30, 2004.
The decrease in net loss of $ 848,583 was the result of the factors discussed
above.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

                                       18
<PAGE>

to six percent (6%) of the cash proceeds of the draw down is also be payable at
the time of funding. In addition, Cornell Capital Partners 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.

     Cornell Capital Partners is under no obligation to purchase any shares of
Class A Common Stock unless certain conditions are met by iVoice Technology,
including listing our Class A Common Stock on the NASD Over-the-Counter Bulletin
Board and having the registration statement relating to the SEDA declared
effective. As of September 30, 2005 the Class A Common Stock is trading on the
NASD Over-the-Counter Bulletin Board. If iVoice Technology cannot satisfy the
remaining requirements for Cornell Capital Partners to purchase the Class A
Common Stock under the terms of the SEDA, we will not be able to obtain
sufficient capital resources to operate our business, and we have no current
plans to obtain alternative financing. We cannot assure you that we will be able
to access any financing in sufficient amounts or at all when needed. 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 twelve months following the
date of the prospectus will be approximately $432,000, which includes salaries
for iVoice Technology's officers and employees, and assuming iVoice Technologies
has no revenues in such period, iVoice Technology expects to incur liabilities,
for the year ended December 31, 2005, of approximately $432,000. Management has
no current plan to hire additional employees, perform additional research and
development or purchase additional equipment or services beyond the requirements
of the administrative services agreement with iVoice. If there are additional
deficiencies that are in excess of the proceeds of the secured promissory note,
and iVoice Technology is unable to obtain funds from the sale of our Class A
Common Stock to Cornell Capital Partners, management believes that iVoice
Technology can limit its operations, defer payments to management and maintain
its business at nominal levels until it can identify alternative sources of
capital.

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

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

     iVoice Technology assumed from iVoice an outstanding promissory demand note
in the amount of $190,000 payable to Jerry Mahoney. This amount is related to
funds that had been loaned to iVoice in July 2000 that were used to develop the
IVR software business. The amount of $190,000 includes approximately $32,110 for
interest on the original loan from Jerry Mahoney to iVoice. Pursuant to the
terms of the promissory note, iVoice Technology, for value received, will pay to
Mr. Mahoney the principal sum of $190,000 that will bear interest at the prime
rate plus 2% per annum on the unpaid balance until paid or until default.
Interest payments will be due annually. All accrued interest becomes due on the
date of any payment of the promissory note. At the time of default (if any) the
interest rate shall increase to 20% until the principal balance has been paid.
Under the terms of the promissory note, at the option of the note holder,
principal and interest can be converted into either (i) one share of Class B
Common Stock of iVoice Technology, par value $0.01, for each dollar owed, (ii)
the number of shares of Class A Common Stock of

                                       19
<PAGE>

iVoice Technology calculated by dividing (x) the sum of the principal and
interest that the note holder has requested to have prepaid by (y) eighty
percent (80%) of the lowest issue price of Class A Common Stock since the first
advance of funds under this note, or (iii) payment of the principal of this
note, before any repayment of interest

During the nine months ended September 30, 2005, the Company had a net decrease
in cash of $ 33,829. The Company's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIES. The Company used $ 172,747 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 $ 138,918 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 Principal
                Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002

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


                                       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.




iVoice Technology, Inc.

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
























<PAGE>

                                INDEX OF EXHIBITS

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

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