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

                       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 MARCH 31, 2006

                                       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 May
12, 2006: 20,301,983
================================================================================
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

PART I. FINANCIAL INFORMATION

     Item 1.   Condensed Financial Statements (Unaudited)

               Balance Sheet - March 31, 2006                                 2

               Statements of Operations -
               For the three months ended March 31, 2006 and 2005             3
               Statements of Cash Flows -
               For the three months ended March 31, 2006 and 2005             4

               Notes to Condensed Financial Statements                     5-17

     Item 2.   Management's Discussion and Analysis of
               Financial Condition  or Plan of Operation                  18-23

     Item 3.   Controls and Procedures                                       24

PART II. OTHER INFORMATION

     Item 6.   Exhibits                                                      24

<PAGE>

ITEM 1. FINANCIAL STATEMENTS.


                              IVOICE TECHNOLOGY, INC
                        CONDENSED BALANCE SHEET (Unaudited)
                                  MARCH 31, 2006

                                     ASSETS
                                     ------

CURRENT ASSETS
Cash and cash equivalents                                           $   242,205
Accounts receivable                                                      25,832
Prepaid expenses                                                          8,130
                                                                    -----------
      Total current assets                                              276,167

PROPERTY AND EQUIPMENT, NET                                               1,616
                                                                    -----------
TOTAL ASSETS                                                        $   277,783
                                                                    ===========

                      LIABILITIES & STOCKHOLDERS' (DEFICIT)
                      -------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                               $   488,506
Due to related parties                                                  122,615
Deferred maintenance contracts                                           14,460
Note payable to related parties                                         190,000
Notes payable                                                           700,000
                                                                    -----------
      Total current liabilities                                       1,515,581
                                                                    -----------


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;
16,276,983 shares issued, 16,216,468 share outstanding,
  and 60,515 held in ecsrow                                             145,204
  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                                            7,097,252
Accumulated deficit                                                  (8,480,254)
                                                                    -----------
      Total stockholders' (deficit)                                  (1,237,798)
                                                                    -----------
TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT)                         $   277,783
                                                                    ===========

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

                                        2
<PAGE>

                             IVOICE TECHNOLOGY, INC
                 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005


                                                     2006              2005
                                                 ------------      ------------
NET SALES                                        $     32,187      $     53,861

COST OF SALES                                           3,390               738
                                                 ------------      ------------
GROSS PROFIT                                           28,797            53,123
                                                 ------------      ------------

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

   Selling and marketing expenses                         175             1,864
   General and administrative expenses                100,258           105,973
   Research and development expenses                    9,746              --
   Depreciation expense                                   117                23
                                                 ------------      ------------
Total selling general and administrative
  expenses                                            110,296           107,860
                                                 ------------      ------------

LOSS FROM OPERATIONS                                  (81,499)          (54,737)
                                                 ------------      ------------

OTHER INCOME (EXPENSE)
   Other income                                          (425)             --
   Interest expense                                   (84,836)          (20,837)
                                                 ------------      ------------
Total other income (expense)                          (85,261)          (20,837)
                                                 ------------      ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES             (166,760)          (75,574)

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

NET LOSS APPLICABLE TO COMMON SHARES             $   (166,760)     $    (75,574)
                                                 ============      ============

NET LOSS PER COMMON SHARE
   Basic and diluted                             $      (0.01)     $      (0.01)
                                                 ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic and diluted                               13,656,202        10,050,000
                                                 ============      ============

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

                                        3
<PAGE>

                             IVOICE TECHNOLOGY, INC
                 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
<TABLE><CAPTION>
                                                                          2006            2005
                                                                       ----------      ----------
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                               $ (166,760)     $  (75,574)
   Adjustments to reconcile net loss to net
   cash (used in) operating activities
   Depreciation                                                               117              23
Common stock issued for services                                           17,176            --
Common stock issued for legal services                                     30,000            --
   Issuance of common stock for repayment of deferred
     compensation                                                          42,824            --
   Changes in certain assets and liabilities:
   (Increase) decrease in accounts receivable                               5,403         (28,076)
   (Increase) in prepaid expenses                                          (2,141)           --
   Increase in accounts payable and accrued liabilities                     5,345          39,356
   (Decrease) in customer deposits                                        (21,050)           --
   Increase in due to related parties                                      13,690            --
   Increase in deferred maintenance contracts                               2,669          11,908
                                                                       ----------      ----------

      Net cash (used in) operating activities                             (72,727)        (52,363)
                                                                       ----------      ----------


CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock through equity financing                       42,079            --
Cost of issuance of common stock through equity financing                  (6,479)           --
Sale of convertible debentures                                               --           140,000
                                                                       ----------      ----------

      Net cash provided by financing activities                            35,600         140,000
                                                                       ----------      ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (37,127)         87,637

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                           279,332         346,599
                                                                       ----------      ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                              $  242,205      $  434,236
                                                                       ==========      ==========

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                    $     --        $     --
                                                                       ==========      ==========
   Income taxes                                                        $     --        $     --
                                                                       ==========      ==========
</TABLE>
              The accompanying notes are in integral part of these
                         condensed financial statements.

                                        4
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 1 - BACKGROUND
-------------------

The condensed unaudited interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). The condensed financial statements and notes
are presented as permitted on Form 10-QSB and do not contain information
included in the Company's annual statements and notes. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these condensed
financial statements be read in conjunction with the December 31, 2005 audited
financial statements and the accompanying notes thereto. While management
believes the procedures followed in preparing these condensed financial
statements are reasonable, the accuracy of the amounts are in some respects
dependent upon the facts that will exist, and procedures that will be
accomplished by the Company later in the year.

These condensed unaudited financial statements reflect all adjustments,
including normal recurring adjustments which, in the opinion of management, are
necessary to present fairly the operations and cash flows for the periods
presented.

iVoice Technology, Inc. ("iVoice Technology" or the "Company") 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 are referring to an agreement, contract or other
written instrument that had been entered into by iVoice Technology Nevada and
assigned to the Company.

On September 1, 2004, the Board of Directors of iVoice, resolved to pursue the
separation of iVoice software business into three publicly owned companies.
iVoice will continue to focus on its own computerized telephony technology and
related business development operations. iVoice Technology will continue to
develop, market and license the Interactive Voice Response line of computerized
telephony software.

                                        5
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 1 - BACKGROUND (CONTINUED)
-------------------------------

A 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 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.

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 its 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 has
traditionally operated as a non-reporting component of iVoice, Inc. and
accordingly these financial statements have been derived from the consolidated
financial statements and accounting records of iVoice, Inc., and reflect
significant assumptions and allocations. The Company relies on iVoice, Inc. for
administrative, management, research and other services.

                                        6
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 3 - GOING CONCERN (CONTINUED)
----------------------------------

As of March 31, 2006, 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.

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 through August 4, 2005, have been
derived from the consolidated financial statements and accounting records of
iVoice 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.

b) Use of Estimates

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

c) Revenue Recognition

The Company derives its revenues from the licensing of its software product and
optional customer support (maintenance) service. The Company's standard license
agreement provides for a one-time fee for use of the Company's product in
perpetuity for each computer or CPU in which the software will reside. The
Company's software application is fully functional upon delivery and
implementation and does not require any significant modification or alteration.
The Company also offers customers an optional annual software maintenance and
support agreement for the subsequent one-year periods. Such maintenance and
support services are free for the first year the product is licensed and is
considered the warranty period. The software maintenance and support agreement
provides free software updates, if any, and technical support the customer may
need in deploying or changing the configuration of the software. Generally, the
Company does not license its software in multiple element arrangements whereby
the customer purchases a combination of software and maintenance. In a typical
arrangement, software maintenance services are sold separately from the software
product; are not considered essential to the functionality of the software and
are purchased at the customer's option upon the completion of the first year
licensed.

                                        7
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

c) Revenue Recognition (Continued)

The Company does not offer any special payment terms or significant discount
pricing. Normal and customary payment terms require payment for the software
license fees when the product is shipped. Payment for software maintenance is
due prior to the commencement of the maintenance period. It is also the
Company's policy to not provide customers the right to refund any portion of its
license fees. With respect to the sale of software license fees, the Company
recognizes revenue in accordance with Statement of Position 97-2, Software
Revenue Recognition (SOP 97-2), as amended, and generally recognizes revenue
when all of the following criteria are met: (1) persuasive evidence of an
arrangement exists generally evidenced by a signed, written purchase order from
the customer, (2) delivery of the software product on Compact Disk (CD) or other
means to the customer has occurred, (3) the perpetual license fee is fixed or
determinable and (4) collectibility, which is assessed on a customer-by-customer
basis, is probable.

With respect to customer support services, upon the completion of one year from
the date of sale, considered to be the warrantee 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. 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 expense as incurred.

f) Advertising Costs

Advertising costs are expensed as incurred and included in selling expenses. For
the three months ended March 31, 2006, advertising expenses amounted to $0 and
$0, respectively.

                                        8
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

g) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. There were no cash
equivalents at March 31, 2006.

The Company maintains cash and cash equivalent balances at a financial
institution that is insured by the Federal Deposit Insurance Corporation up to
$100,000. The uninsured cash balances at March 31, 2006, were $146,101.

h) Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the
straight-line method based upon the estimated useful lives of the assets,
generally five to seven years. Maintenance and repairs are charged to expense as
incurred.

i) Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board ("FASB") of Financial Accounting Standards ("SFAS") No. 109, "Accounting
for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

j) Earnings (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").

For the three months ended March 31, 2006, the computation of basic earnings per
share is computed by dividing income available to common shareholders by the
number of shares issued via the 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.

                                        9
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

j) Earnings (Loss) Per Share (continued)

The weighted shares used in the computation are as follows:

                                                    As of
                                               March 31, 2006
                                               --------------
Basic and Diluted EPS Purposes                   13,656,202

The company had no common stock equivalents at March 31, 2006.

RECENT ACCOUNTING PRONOUNCEMENTS

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

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("FAS 123R"). FAS 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 FAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of FAS
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 has assessed the
implications of this revised standard, which did not materially impact the
Company's results of operations in the first quarter of fiscal year 2006.

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

                                       10
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

value resulting in recognition of any gain or loss. FAS 153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005. The
implementation of this standard did not have a material impact on its financial
position, results of operations or cash flows.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

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.

Pursuant to an employment agreement between Mr. Mahoney and iVoice Technology,
Inc., the Company has accrued $89,985 of deferred compensation due to Mr.
Mahoney as of March 31, 2006.

Pursuant to an employment agreement between Mr. Meller and iVoice Technology,
Inc., the Company has accrued $32,630 of deferred compensation due to Mr. Meller
as of March 31, 2006.

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. Interest payments are due and
payable annually. 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.

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. The Board has the option to pay Mr. Mahoney's
compensation 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.

                                       11
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)
-----------------------------------------------

In conjunction with the various Spin-offs, iVoice Technology has entered into
temporary administrative services agreement with iVoice Inc. 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 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, renewable annually.
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. 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.

NOTE 6 - INCOME TAXES
---------------------

Deferred income taxes will be determined using the liability method for the
temporary differences between the financial reporting basis and income tax basis
of the Company's assets and liabilities. Deferred income taxes will be measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company's tax return. Deferred tax assets and liabilities
are recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases.

At March 31, 2006, deferred tax assets consist of the following:


         Deferred tax assets                           232,000
         Less: Valuation allowance                    (232,000)
                                                      --------
             Net deferred tax assets                         0
                                                      ========

At March 31, 2006, the Company had a federal net operating loss carry forward in
the approximate amount of $681,155, available to offset future taxable income.
The Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.

                                       12
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 7 - DEBT
-------------

As discussed in Note 3, the Company had 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, iVoice, Inc., on behalf of the Company, renegotiated the
terms and conditions with the holders of its convertible debentures. The holders
of the convertible debentures agreed to exchange the convertible debentures for
various promissory notes. The promissory notes will be in the aggregate amount
of $700,000, $560,000 loaned through the previously issued and exchanged
convertible debentures in 2004 and $140,000 advanced on February 28, 2005. A
commitment fee of 10% of the face amount of the previously issued convertible
debentures and recently issued promissory note was paid at the time of each
advance. The previously paid commitment fees were credited against commitment
fees due and owing against the promissory note. The balance of the commitment
fee owed from the recently issued promissory note was paid on February 28, 2005,
at the time that such $140,000 was advanced to the Company. As of March 31,
2006, the balance on the promissory notes was $700,000 plus accrued interest.

The promissory notes bear interest at the rate of 12% per annum. Weekly
principal installments of $10,000, plus interest, were to commence on September
1, 2005 and continue on the first day of each calendar month thereafter until
the principal is paid in full. The promissory notes mature on July 4, 2006 with
a lump sum payment due of any remaining principal and/or interest. The company
is in default of the payment schedule and therefore, the balance has been
recorded as a current liability. To date, no weekly principal payments have been
made.

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement (the "SEDA") with Cornell Capital Partners, LP ("Cornell
Capital Partners") (which was amended and restated on December 12, 2005) 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.

                                       13
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 8 - 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 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 Preferred
Stock, Class A Common Stock, Class B Common Stock, and Class C Common Stock.

a) Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred Stock,
par value $1.00 per share. As of March 31, 2006, iVoice Technology has not
issued any shares of Preferred Stock.

b) Class A Common Stock

As of March 31, 2006, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, and 16,276,983 shares were issued, 16,216,468 were
outstanding and 60,515 were held in escrow.

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.

For the three months ended March 31, 2006, the company had the following
transactions in its Class A common stock:

o    On January 19, 2006, the Company issued 1,000,000 shares of Class A common
     stock for legal services rendered, valued at $10,482. The fair market value
     of the stock was $30,000. The difference was charged to beneficial interest

o    On January 19, 2006, the Company issued 1,427,480 shares of Class A common
     stock, with a total value of $14,962 to officers of the Company as
     repayment of accrued salaries. The fair market value of the shares was
     $42,824, resulting in a charge to beneficial interest of $27,862.

o    On January 19, 2006, the Company issued 572,519 shares of Class A common
     stock for director fees, valued at $6,000. The fair market value of the
     stock was $17,176, resulting in a charge to beneficial interest of $11,176.

o    On March 7, 2006, the Company issued 657,895 shares of Class A common stock
     per the Equity Line of Credit with Cornell Capital valued at $10,000.

                                       14
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 8 - CAPITAL STOCK (CONTINUED)
----------------------------------

o    On March 14, 2006, the Company issued 500,000 shares of Class A common
     stock per the Equity Line of Credit with Cornell Capital valued at $10,000.

o    On March 23, 2006, the Company issued 584,795 shares of Class A common
     stock per the Equity Line of Credit with Cornell Capital valued at $10,000.

o    On March 28, 2006, the Company issued 584,795 shares of Class A common
     stock per the Equity Line of Credit with Cornell Capital valued at $10,000.


c) Class B Common Stock

As of March 31, 2006, 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 March 31, 2006, no shares were issued
or outstanding.

d) Class C Common Stock

As of March 31, 2006, 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 March 31, 2006, no shares were issued or
outstanding.

NOTE 9 - STOCK OPTIONS
----------------------

The Company did not issue any stock options for the three months ended March 31,
2006.

Stock Option Plans

During 2005, the Company adopted the 2005 Stock Incentive Plan and the 2005
Directors' and Officers' Stock Incentive Plan ("Plan") in order to attract and
retain qualified personnel. Under the Plan, the Board of Directors, in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers, directors and employees.

                                       15
<PAGE>

                             IVOICE TECHNOLOGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 10 - SUBSEQUENT EVENTS
---------------------------

o    On April 4, 2006, the Company issued 1,225,000 shares of Class A common
     stock, with a total value of $12,840 to officers of the Company as
     repayment of accrued salaries.

o    On April 11, 2006, the Company issued 584,795 shares of Class A common
     stock per the Equity Line of Credit with Cornell Capital valued at $10,000.

o    On April 24, 2006, the Company issued 699,301 shares of Class A common
     stock per the Equity Line of Credit with Cornell Capital valued at $10,000.

o    On May 2, 2006, the Company issued 657,895 shares of Class A common stock
     per the Equity Line of Credit with Cornell Capital valued at $10,000.




























                                       16
<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 iVoice Technology, including completing the Spin-Off,
listing our

                                       17
<PAGE>

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 March 31, 2006, 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

                                       18
<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 MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005

     All of our revenues were 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 March 31, 2006 and March 31, 2005 were
$32,187 and $53,861, respectively. The $ 21,674 decrease in revenue between the
three months ended March 31, 2006 and the three months ended March 31, 2005 was
the result of fewer turn-key systems being sold in 2006 as compared to 2005. 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 March 31, 2006 and March 31, 2005
was $28,797 (89.5%) and $53,123 (98.6%), respectively. 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 $110,296 for the three months ended
March 31, 2006 from $107,857 for the three months ended March 31, 2005, an
increase of $2,439 or (2.2%). This increase in the current three months period
is primarily attributable to various legal and professional fees incurred during
the period.

     The loss from continuing operations before other income (expense) for the
three months ended March 31, 2006 was $81,499 compared to a loss of $54,734 for
the three months ended March 31, 2005, an increase in the loss of $26,762. As
discussed above, this increase was primarily attributable the decrease in sales
recognized during the period.

                                       19
<PAGE>

     Total other income (expense) for the three months ended March 31, 2006 were
an expense of $26,705 as compared to expense of $20,837 for the three months
ended March 31, 2005, an increase of $5,868. During the three months ended March
31, 2006, iVoice Technology recorded $24,695 of interest expense and $1,387 of
interest income. During the three months ended March 31, 2005, iVoice, Inc
allocated $14,000 for financing costs, $7,633 for interest expenses and $795 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 March 31, 2006 was $108,204 as compared
to a loss of $75,574 for the three months ended March 31, 2005. The increase in
net loss of $32,630 was the result of the factors discussed above.

     As of March 31, 2006, iVoice Technology had four full-time employee and no
part-time employees.

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, we entered into a Standby Equity Distribution
Agreement ("SEDA") with Cornell Capital Partners, L.P. ("Cornell Capital"),
which was amended and restated on December 12, 2005. Pursuant to the SEDA, we
may, at our discretion, periodically issue and sell to Cornell Capital shares of
Class A Common Stock for a total purchase price of $10.0 million. The maximum
amount of each advance amount is $600,000 per advance notice. A minimum of five
trading days must pass between each advance notice. Cornell Capital will
purchase the shares of Class A Common Stock for a 5% discount to the prevailing
market price of our common stock. In addition, Cornell Capital will retain 6% of
each advance under the SEDA, and Cornell Capital was paid a one-time commitment
fee equal to 150,000 shares of iVoice Technology Class A Common Stock. The
obligation of Cornell Capital to purchase shares under the SEDA terminates upon
the suspension of the effectiveness of the registration statement of which this
Report is a part for an aggregate of fifty trading days or the failure of iVoice
Technology to remedy a material breach of the

                                       20
<PAGE>

SEDA within thirty days of receipt of notice. The initial closing under the SEDA
and each subsequent closing of a purchase and sale of shares are conditioned
upon the satisfaction of customary conditions.

     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 March 31, 2006, 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 this Report 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, 2006, 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 the foregoing, 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 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

                                       21
<PAGE>

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 three months ended March 31, 2006, the Company had a net decrease in
cash of $37,127. The Company's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIES. The Company used $ 72,727 in cash for
operating activities during the three months ended March 31, 2006. This was
primarily the result of the cash used to fund the loss from current operating
activities.

     CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities for the three
months ended March 31, 2006 provided a total of $35,600 in cash. This consisted
of net proceeds from the issuance of common stock through the equity 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.


                                       22
<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


                                       23
<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: May 15, 2006
    ----------------------------
Mark Meller, President and
Chief Executive Officer

































                                       24
<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








































                                       25