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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q/A
                                 AMENDMENT NO. 2

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

                  For the quarterly period ended March 31, 2008

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

                         Commission File No. 333-120490

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

        NEW JERSEY                                          20-1862731
(State of Incorporation)                             (I.R.S. Employer ID Number)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of the issuer's common stock, as of
the latest practical date: 486,835,870 shares of Class A Common stock, no par
value as of August 11, 2008.

EXPLANATORY NOTE: THE COMPANY HAS RE-EVALUATED ITS DISCLOSURE IN PART II, ITEM
4(T) AND HEREBY REPLACES THIS ITEM IN ITS ENTIRETY. ADDITIONALLY, THE COMPANY
HEREBY RE-FILES EXHIBIT 31.1 TO COMPLY WITH RULE 13A-14(A)/15D-14(A).
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PART I - FINANCIAL INFORMATION

ITEM 4T. CONTROLS AND PROCEDURES
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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

The Company maintains a set of disclosure controls and procedures designed to
ensure that information required to be disclosed by us in our reports filed
under the Securities Exchange Act, is recorded, processed, summarized, and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.

Our Board of Directors were advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their performance
of review procedures for the year ended December 31, 2007, they have identified
a material weakness as defined in Public Accounting Oversight Board Standard No.
2 in our internal control over financial reporting. Our auditors have identified
the following material weaknesses in our internal controls as of December 31,
2006 and December 31, 2007:

A material weakness in the Company's internal controls exists in that there is
limited segregation of duties amongst the Company's employees with respect to
the Company's preparation and review of the Company's financial statements. This
material weakness is a result of the Company's limited number of employees. This
material weakness may affect management's ability to effectively review and
analyze elements of the financial statement closing process and prepare
financial statements in accordance with U.S. GAAP.

Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this Quarterly
Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer of the Company have concluded, as of the end of the
period covered by this Quarterly Report on Form 10-Q, that our disclosure
controls and procedures have not been effective to provide reasonable assurance
that information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act

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was recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission and
that the information required to be disclosed in the reports was accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.
However, at this time, our resources and size prevent us from being able to
employ sufficient resources to enable us to have adequate segregation of duties
within our internal control system. The Company intends to remedy the material
weakness by hiring additional employees and reallocating duties, including
responsibilities for financial reporting, among the Company's employees as soon
as the Company has the financial resources to do so. Management is required to
apply judgment in evaluating the cost-benefit relationship of possible changes
in our disclosure controls and procedures.

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

The Annual Report for the fiscal year ended December 30, 2007 does not include
an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject
to attestation by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit us to provide only
management's report in this annual report. Our registered public accounting firm
will be required to attest to our management's assessment of internal control
over financial reporting beginning with our annual report for the year ended
December 31, 2009.

CHANGES IN INTERNAL CONTROLS.

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

RISK FACTOR RELATED TO CONTROLS AND PROCEDURES

The Company has limited segregation of duties amongst its employees with respect
to the Company's preparation and review of the Company's financial statements
due to the limited number of employees, which is a material weakness in internal
controls, and if the Company fails to maintain an effective system of internal
controls, it may not be able to accurately report its financial results or
prevent fraud. As a result, current and potential stockholders could lose
confidence in the Company's financial reporting which could harm the trading
price of the Company's stock.

     Management has found it necessary to limit the Company's administrative
staffing in order to conserve cash, until the Company's level of business
activity increases. As a result, there is very limited segregation of duties
amongst the administrative employees, and the

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Company and its independent public accounting firm have identified this as a
material weakness in the Company's internal controls. The Company intends to
remedy this material weakness by hiring additional employees and reallocating
duties, including responsibilities for financial reporting, among the employees
as soon as there are sufficient resources available. However, until such time,
this material weakness will continue to exist. Despite the limited number of
administrative employees and limited segregation of duties, management believes
that the Company's administrative employees are capable of following its
disclosure controls and procedures effectively.

PART II. OTHER INFORMATION
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ITEM 6.     EXHIBITS
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 31.1       Rule 13a-14(a)/15d-14(a) Certifications.

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

















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                                   SIGNATURES
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In accordance with the requirements of the Exchange Act, the Registrant caused
this report on Form 10-Q to be signed on its behalf by the undersigned,
thereunto duly authorized.



                                         iVOICE TECHNOLOGY, INC.



Date: August 14, 2008                    By: /s/ Jerome Mahoney
                                             -----------------------
                                             Jerome Mahoney
                                             President, Chief Executive Officer
                                             and Chief Financial Officer













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                                INDEX OF EXHIBITS


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

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
























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