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

                       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:    333-120507




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


NEW JERSEY                                                       20-1862816
--------------------------------------------------------------------------------
(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>
                                SPEECHSWITCH, INC
                       CONDENSED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2005





                                     ASSETS
                                     ------

CURRENT ASSETS

Cash and cash equivalents                                          $    463,069
Accounts receivable                                                       5,447
Prepaid expenses                                                          6,700
Inventory                                                                 1,082
                                                                   ------------

      Total current assets                                              476,298
                                                                   ------------

OTHER ASSETS

Intangible asset                                                         13,381
                                                                   ------------
TOTAL ASSETS                                                       $    489,679
                                                                   ============

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

CURRENT LIABILITIES

Accounts payable and accrued expenses                              $    260,120
Due to related parties                                                   85,453
Notes payable to related parties                                        190,000
Customer deposits                                                         4,500
Deferred maintenance contracts                                            1,306
Notes payable                                                         1,000,000
                                                                   ------------

      Total current liabilities                                       1,541,379
                                                                   ------------


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 - no par value; authorized 50,000,000 shares;                      --
      no shares issued and outstanding
  Class C - $.01 par value; authorized 20,000,000 shares;                    --
      no shares issued and outstanding
Additional paid in Capital                                            2,171,407
Accumulated deficit                                                  (3,223,107)
                                                                   ------------
      Total stockholders' deficit                                    (1,051,700)
                                                                   ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                          $    489,679
                                                                   ============



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

                                        2
<PAGE>
                                SPEECHSWITCH, 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                                                   $     81,029    $     79,305    $     35,037    $     20,398

COST OF SALES                                                      38,654          30,293          17,925           6,543
                                                             ------------    ------------    ------------    ------------

GROSS PROFIT                                                       42,375          49,012          17,112          13,855
                                                             ------------    ------------    ------------    ------------

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

  Selling and marketing expenses                                   79,445          23,264          36,421           5,188
  General and administrative expenses                             455,840         259,589         249,298          63,890
  Research and development expenses                                35,110          25,961          15,000           7,429
  Depreciation and amortization                                     1,244          18,522           1,244          16,813
                                                             ------------    ------------    ------------    ------------
Total selling general and administrative expenses                 571,639         327,336         301,963          93,320
                                                             ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                             (529,264)       (278,324)       (284,851)        (79,465)
                                                             ------------    ------------    ------------    ------------

OTHER INCOME \ (EXPENSE)
  Other income                                                      5,430          51,694           2,402          24,287
  Interest expense                                                (79,658)        (15,180)        (56,171)        (10,347)
  Write off of financing costs                                    (20,000)       (406,149)             --          (6,793)
                                                             ------------    ------------    ------------    ------------
Total other income \ (expense)                                    (94,228)       (369,635)        (53,769)          7,147
                                                             ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                         (623,492)       (647,959)       (338,620)        (72,318)

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

NET LOSS APPLICABLE TO COMMON SHARES                         $   (623,492)   $   (647,959)   $   (338,620)   $    (72,318)
                                                             ============    ============    ============    ============
NET LOSS PER COMMON SHARE
  Basic                                                      $      (0.06)   $      (0.06)   $      (0.03)          (0.01)
                                                             ============    ============    ============    ============
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>
                                SPEECHSWITCH, 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                                                            $   (623,492)   $   (647,959)
  Adjustments to reconcile net loss to net cash (used in)
  operating activities
  Depreciation and amortization                                            1,019          18,522

Changes in certain assets and liabilities:
  Decrease in inventory                                                    3,800              --
  Decrease in accounts receivable                                         14,175              --
  Increase in prepaid expenses                                            (6,700)             --
  Increase (decrease) in accounts payable and accrued liabilities        219,874        (156,041)
  Increase in customer deposits                                            4,500              --
  Increase in due to related parties                                      85,453              --
  Increase in deferred maintenance contracts                                 392              --
                                                                    ------------    ------------

      Total cash (used in) operating activities                         (300,979)       (785,478)
                                                                    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from sales of convertible debentures                      200,000         400,000
  Net investment (return of capital) by iVoice Inc.                      (12,184)        612,000
  Paid in capital                                                             --         100,000
                                                                    ------------    ------------
      Total cash provided by financing activities                        187,816       1,112,000
                                                                    ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    (113,163)        326,522

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                          576,232              --
                                                                    ------------    ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                           $    463,069    $    326,522
                                                                    ============    ============

CASH PAID DURING THE PERIOD FOR:
  Interest expense                                                  $         --    $         --
                                                                    ============    ============
  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 SpeechSwitch, Inc. ("SpeechSwitch" 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.

         SpeechSwitch 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 3, 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 3 and thereafter assigned to the
Company.

         In September 2004, the Board of Directors of iVoice, Inc., the former
parent of the Company, resolved to pursue the separation of iVoice software
business into three publicly owned companies. SpeechSwitch intends to continue
to develop, market and license the automated speech attendant software, which
runs on industry-standard hardware and performs speech recognition.

         The Spin-off transaction was accomplished, on August 5, 2005, by the
assignment, contribution and conveyance of certain intellectual property,
representing the software codes of speech recognition, and certain accrued
liabilities and related party debt into SpeechSwitch (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, SpeechSwitch entered into a temporary
administrative service agreement with iVoice. This agreement will continue on a
month-to-month basis until such time as we are able to replace any or all of the
services currently being provided by iVoice

         On August 5, 2005, SpeechSwitch assumed $190,000 in accrued liabilities
and related party debt

                                        5
<PAGE>
incurred by iVoice. The debt assumed is convertible into SpeechSwitch 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 SpeechSwitch from
iVoice was declared effective and the Company immediately embarked on the
process to spin off the SpeechSwitch 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 lines of
business relating to iVoice's Speech-Enabled Auto Attendant, Name Dialer and
Speech Software Developers Kit (Speech SDK) products, which were developed by
iVoice. Speech recognition is used to recognize what a person says, and through
the use of natural language understanding, derives the meaning of what is said.
The Company also offers a range of support services that enable its customers
and channel partners to develop voice-driven applications that use the Company's
software.


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 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 $400,000 of secured convertible debentures in August 2004, and an
additional $400,000 of secured convertible debentures, in November 2004, around
the time of filing of the registration statement for the distribution of the
Class A Common Stock pursuant to the Spin-off, On February 28, 2005, convertible
debentures equal in principal to $800,000 were terminated and replaced with a
secured promissory note in the amount of $1,000,000 ($800,000 representing
replacement notes and $200,000 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
speech recognition software 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 Speech-Enabled Auto
Attendant, Name Dialer and Speech SDK 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. 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.

                                        7
<PAGE>
         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
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.
                                        8
<PAGE>
     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)  Intangible Assets

         In May and in December 2003, the Company was issued two patents by the
U.S. Patent and Trademark Office for its Speech-Enabled Automatic Telephone
Dialer. The patents expire 20 years from the date of the original patent
filings. All accumulated costs incurred with respect to the Company's patent
filings have been capitalized. Costs related specifically to the awarded patents
are now being amortized on a straight basis over the life of the patents. All
capitalized intangibles have been reviewed for impairment. In doing so,
management has determined there has been no impairment of the intangible assets
at September 30, 2005.

     k)  (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
                                       -------------------------------   -------------------------------
                                        September 30,    September 30,    September 30,    September 30,
                                            2005             2004             2005             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>


     l)  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, the Company has no items that
represent comprehensive income, and thus, has not included a statement of
comprehensive income.

     m)  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

                                        9
<PAGE>
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 accumulated costs incurred with respect to
the Company's patent filings originally paid for by iVoice for $24,000 in May
and December 2003. The asset is reflected at its original cost net of
accumulated amortization of $10,800, from the date acquired by iVoice. Another
patent was purchased on August 26, 2005 which is included in this amount. The
assets are being amortized over a 5 year period.

         In accordance with FAS 142 goodwill and indefinite-lived intangible
assets are reviewed for impairment at least annually, and whenever events or
changes in circumstances indicate the carrying amounts of the assets may be
impaired. We have elected to perform our impairment review during the fourth
quarter of each year, in conjunction with our annual planning cycle. The Company
has determined that we found no impairment of goodwill or other indefinite-lived
intangible assets was necessary at September 30, 2005.

                                       10
<PAGE>
NOTE 6 - RELATED PARTY TRANSACTIONS

         During the nine months ended September 30, 2004, iVoice allocated
operating costs of $ 612,000 to SpeechSwitch. 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. Other general categories of operating expense, as well as other
income and expense, have been allocated to SpeechSwitch by iVoice based upon a
ratio of revenue of SpeechSwitch 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
SpeechSwitch had performed these functions as a stand-alone company.

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


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 established a 100%
valuation allowance for its deferred tax assets.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

         On February 28, 2005, convertible debentures equal in principal to
$800,000 were terminated and replaced with a secured promissory note in the
amount of $1,000,000 ($800,000 representing replacement notes and $200,000
representing new financing).

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

                                       11
<PAGE>
         As of November 8, 2004, the Company entered into a one-year employment
contract with Bruce R. Knef as President, Chief Executive Officer and Principal
Financial Officer. The Company will pay Mr. Knef a base salary of $85,000 during
the term. Mr. Knef can earn bonuses based on the Company achieving certain
levels of sales and profitability and 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, 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.

         Mr. Mahoney has agreed to accept some 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. Mr. Mahoney will also be entitled to
certain bonuses based on mergers and acquisitions completed by the Company.

         In conjunction with the Spin-off, SpeechSwitch 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 August 31, 2005, SpeechSwitch, 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 9 - CAPITAL STOCK

         Pursuant to SpeechSwitch'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 SpeechSwitch'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

                                       12
<PAGE>
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, 2004.

         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 SpeechSwitch, 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

         SpeechSwitch is authorized to issue 1,000,000 shares of Preferred
Stock, par value $1.00 per share. As of September 30, 2005, SpeechSwitch 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 SpeechSwitch had it been a
stand-alone entity.

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

         The emerging nature of the speech recognition software industry and
unforeseen expenses from the separation from iVoice, make it difficult to assess
the future growth of SpeechSwitch.

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


                                       14
<PAGE>
         SpeechSwitch has received a going concern opinion from its auditors.
Its continuation as a going concern is dependent upon obtaining the financing
necessary to operate its business. The financing of our working capital needs
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 SpeechSwitch, including the registration of shares to be
sold to Cornell Capital Partners pursuant to the Securities Act of 1933, as
amended. [See "Liquidity and Capital Resources"] If SpeechSwitch 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 have
no other 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 working capital funding will
have an immediate material adverse effect upon our financial condition and our
business.

SEPARATION FROM IVOICE

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

         On November 11, 2004, SpeechSwitch 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 3, 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 equity line of
credit, the employment agreements with Messrs. Mahoney and Knef and the
administrative services agreement. Since this assignment, iVoice Technology 3
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 SpeechSwitch, we are referring to an agreement,
contract or other written instrument that had been entered into by iVoice
Technology 3 and assigned to SpeechSwitch.

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

         SpeechSwitch will operate the speech recognition software business.
However, management is uncertain that sufficient cash to sustain its operations
will be generated in the next twelve months, or beyond, by the sales activity of
the speech recognition software business. SpeechSwitch intends to use a portion
of the proceeds from any financing arrangements, on sales and marketing efforts
for its speech recognition software products. 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 its speech recognition software
products, SpeechSwitch'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 speech
recognition software business, including the speech recognition software and all
intellectual property of iVoice relating to the speech recognition 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 SpeechSwitch, utilizing such factors as total
revenues, employee headcount and other relevant factors. SpeechSwitch believes
that these allocations have been made on a reasonable basis. SpeechSwitch
believes that all costs allocated to SpeechSwitch are a reasonable
representation of the costs that SpeechSwitch would have incurred if
SpeechSwitch had performed these functions as a stand-alone company.

         In conjunction with the separation of the speech recognition software
business from iVoice, SpeechSwitch entered into an administrative services
agreement with iVoice for the provision of certain services by iVoice to
SpeechSwitch following the Spin-off. This agreement will continue on a
month-to-month basis until SpeechSwitch has found replacement services for those
services being provided by iVoice or can provide these services for itself.
Following termination of the administrative services agreement, we expect that
SpeechSwitch will operate on a completely stand-alone basis from iVoice and
there will be no business or operating relationship between iVoice and
SpeechSwitch, except that SpeechSwitch 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 SpeechSwitch are derived from the license of
our speech recognition software products. Total revenues for the three months
ended September 30, 2005 and September 30, 2004 were $ 35,037 and $ 20,398,
respectively. The speech recognition software 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 speech recognition software business is
attributable to the minimal resources made available by iVoice for the sales and
marketing of the speech recognition software products. Management feels that the
sales of the speech recognition software products may increase if greater
financial and operational resources are made available for the sales and
marketing of the products. If SpeechSwitch can obtain funds under the SEDA,
SpeechSwitch 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 $ 17,112 (48.8%) and $ 13,855 ( 67.9%), respectively. The
decrease in gross margin percentage is a result of a change in the hardware and
software mix being sold. In the three months ended September 30, 2005,
SpeechSwitch provided a greater mix of hardware for turnkey systems, which has a
lower gross margin percentage than the sales of software products and
maintenance contracts. The overall increase in gross margin is primarily due to
the slightly higher sales.

         Total operating expenses increased to $ 301,963 for the three months
ended September 30, 2005 from $ 93,320 for the three months ended September 30,
2004, an increase of $ 208,643 or 223.6 %. This increase in the current three
months is primarily attributable to the accrual of various legal and
professional fees.

         The loss from continuing operations before other income (expense) for
the three months ended September 30, 2005 was $ 284,851 compared to a loss of $
79,465 for the three months ended September 30, 2004, an increase in the loss of
$ 205,386. As discussed above, this increase in the loss was primarily
attributable to various legal and professional fees incurred during the period.

                                       16
<PAGE>
         Total other income (expense) for the three months ended September 30,
2005 were $ (53,769), as compared to $ 7,147 for the three months ended
September 30, 2004, a decrease of $ 60,916. During the three months ending
September 30, 2005, SpeechSwitch recorded $ 56,171 of interest expense and $
2,402 of interest income. In the three months ending September 30, 2004, iVoice,
Inc. allocated $ 6,793 for financing costs, $ 10,347 for interest expenses and $
24,287 for other income to SpeechSwitch. 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 $ 338,620 as
compared to a loss of $ 72,318 for the three months ended September 30, 2004.
The increase in net loss of $ 266,302 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 SpeechSwitch are derived from the license of
our speech recognition software products. Total revenues for the nine months
ended September 30, 2005 and September 30, 2004 were $ 81,029 and $ 79,305,
respectively. The speech recognition software business has only operated as a
division of iVoice and has never operated on a stand-alone basis. The low sales
volume of the speech recognition software business is attributable to the
minimal resources made available by iVoice for the sales and marketing of the
speech recognition software products. Management feels that the sales of the
speech recognition software products may increase if greater financial and
operational resources are made available for the sales and marketing of the
products. If SpeechSwitch can obtain funds under the SEDA, SpeechSwitch 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 $ 42,375 (52.3%) and $ 49,012 (61.8%), respectively. The decrease
in gross margin percentage is a result of a change in the hardware and software
mix being sold. In the nine months ending September 30, 2005, SpeechSwitch
provided a greater mix of hardware for turnkey systems, which has a lower gross
margin percentage than the sales of software products and maintenance contracts.

         Total operating expenses increased to $ 571,639 for the nine months
ended September 30, 2005 from $ 327,336 for the nine months ended September 30,
2004, an increase of $ 244,303, or 74.6 %. This increase in the current nine
months is primarily attributable to various legal and professional fees and the
hiring of the full-time president and part-time Board member in the 4th quarter
of 2004. In addition, this increase was partially offset by reductions in
amortization expenses.

         As of September 30, 2005, SpeechSwitch had three full-time employees
and one part-time employee.

         The loss from continuing operations before other income (expense) for
the nine months ended September 30, 2005 was $ 529,264 compared to a loss of $
278,324 for the nine months ended September 30, 2004, an increase in the loss of
$ 250,940. As discussed above, this increase in the loss was attributable to
lower sales, legal and professional fees and new hires.

         Total other income (expense) for the nine months ended September 30,
2005 were $ (94,228), as compared to $ (369,635) for the nine months ended
September 30, 2004, a decrease of $ 275,407. During the nine months ended
September 30, 2005, SpeechSwitch recorded $ 79,658 of interest expense, $ 20,000
financing costs on the issuance of $200,000 of secured convertible debentures,
and $ 5,430 of interest

                                       17
<PAGE>
income. In the nine months ending September 30, 2004, iVoice, Inc. allocated $
406,149 for financing costs, $ 15,180 for interest expenses and $ 51,694 for
other income to SpeechSwitch. 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 nine months ending September 30, 2005 was $ 623,492 as
compared to a loss of $647,959 for the nine months ending September 30, 2004.
The decrease in net loss of $ 24,467 was the result of the factors discussed
above.

LIQUIDITY AND CAPITAL RESOURCES

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

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

         On August 12 and November 19, 2004, SpeechSwitch issued an aggregate of
$800,000 in secured convertible debentures, with interest payable at 5% per
annum, to Cornell Capital Partners. On February 28, 2005, SpeechSwitch's
obligations under the secured convertible debentures were terminated and
replaced with a secured promissory note of the same principal amount with an
additional loan of $200,000 bringing the promissory note to an aggregate
principal of $1 million. These promissory notes accrue interest at rate of 12%
per annum, but are not convertible into any equity security of SpeechSwitch. In
connection with the issuances of the secured convertible debentures,
SpeechSwitch paid a fee to Cornell equal to 10% of the aggregate principal
amount of the debentures. When the secured convertible debentures were
terminated, SpeechSwitch received a credit for fees that would otherwise have
been payable upon the issuance of the $800,000 in replacement notes.
SpeechSwitch paid Cornell Capital Partners a fee of $20,000 in connection with
its $200,000 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 has also
guaranteed the payment of all amounts payable by SpeechSwitch pursuant to the
secured promissory note. This guaranty terminated on August 5, 2005.

         On August 30, 2005, SpeechSwitch executed a Standby Equity Distribution
Agreement with Cornell, pursuant to which SpeechSwitch 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 consecutive trading days following the date
that SpeechSwitch delivers to Cornell 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 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 is under no obligation to purchase any shares of Class
A Common Stock unless the shares to be purchased by Cornell have been registered
for resale under the Securities Act of 1933, as amended. If SpeechSwitch cannot
satisfy the requirements for Cornell 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

                                       18
<PAGE>
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
$466,000, which includes salaries for SpeechSwitch's officers and employees,
and, assuming SpeechSwitch has no revenues in such period, SpeechSwitch expects
to incur liabilities, for the year ending December 31, 2005, of approximately
$466,000. 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 SpeechSwitch is unable to obtain funds from the
sale of our Class A Common Stock to Cornell, management believes that
SpeechSwitch can limit its operations, defer payments to management and maintain
its business at nominal levels until it can identify alternative sources of
capital.

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

         On August 5, 2005, SpeechSwitch assumed an aggregate of $190,000 in
liabilities from iVoice and iVoice assigned to SpeechSwitch assets having an
aggregate book value of $16,800. SpeechSwitch believes that the fair value of
these assets may be greater than the book value, although it has not undertaken
an appraisal. The assumed obligations are described below.

         SpeechSwitch assumed from iVoice 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
automated speech attendant 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, SpeechSwitch, for value
received, will pay to Mr. Mahoney the principal sum of $190,000 that will bear
interest at the prime rate plus 2% per annum on the unpaid balance until paid or
until default. Interest payments will be due annually. All accrued interest
becomes due on the date of any payment of the promissory note. At the time of
default (if any) the interest rate shall increase to 20% until the principal
balance has been paid. Under the terms of the promissory note, at the option of
the note holder, principal and interest can be converted into either (i) one
share of Class B Common Stock of SpeechSwitch, par value $0.01, for each dollar
owed, (ii) the number of shares of Class A Common Stock of SpeechSwitch
calculated by dividing (x) the sum of the principal and interest that the note
holder has requested to have prepaid by (y) eighty percent (80%) of the lowest
issue price of Class A Common Stock since the first advance of funds under this
note, or (iii) payment of the principal of this note, before any repayment of
interest.

         During the nine months ended September 30, 2005, the Company had a net
decrease in cash of $ 113,163. The Company's principal sources and uses of funds
were as follows:

         CASH USED BY OPERATING ACTIVITIES. The Company used $ 300,979 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.
                                       19
<PAGE>
         CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the nine
months ended September 30, 2005 provided a total of $ 187,816 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.



SpeechSwitch, Inc



By: /s/ Bruce R. Knef                                   Date:  November 10, 2005
    -------------------------                           ------------------------
Bruce R. Knef, President,
Chief Executive Officer and
Principal Financial Officer


<PAGE>

                                INDEX OF EXHIBITS
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         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