UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549







FORM 10-Q










x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2009o
TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission File No. 333-120490





iVOICE TECHNOLOGY, INC.


(Exact name of the Registrant as specified in Charter)





New Jersey
20-1862731(State of Incorporation)
(I.R.S. Employer ID Number)750 Highway 34, Matawan, New Jersey
07747(Address of Principal Executive Offices)
(Zip Code)Registrant’s Telephone No. including Area Code: 732-441-7700





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





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





Indicateby checkmark 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 o





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).  Yes o No x





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





Large accelerated filer o
Accelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company x





Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date: 526,309,870 shares of Class A Common stock, no par value as of August 10, 2009.








Table of Contents





iVOICE TECHNOLOGY, INC





TABLE OF CONTENTS





PagePart I – Financial InformationItem 1.
Condensed Consolidated Financial Statements (Unaudited):Condensed Consolidated Balance Sheets – June 30, 2009 and December 31, 2008
1Condensed Consolidated Statements of Operation – Three and Six Months Ended June 30, 2009 and 2008
2Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2009 and 2008
3-5Notes to Condensed Consolidated Financial Statements
6-25Item 2.
Management’s Discussion and Analysis of Financial Condition and Result of Operations
26-31Item 4T.
Controls and Procedures
31-32Part II – Other InformationItem 5
Other Information
32Item 6
Exhibits
32Signatures
33Index of Exhibits
34





Table of Contents





iVOICE TECHNOLOGY, INC.


CONDENSED CONSOLIDATED BALANCE SHEET





ASSETS

June 30,


December 31,2009


2008Current assets:Cash and cash equivalents

$
315,542


$
460,869Accounts receivable, net of allowance for doubtful accounts of $8,250 at June 30, 2009 and December 31, 2008


2,979



-Inventories


2,883



6,246Note receivable, net of allowance of $-0- at June 30, 2009 and $25,017 at December 31, 2008


-



-Prepaid expenses and other current assets


2,155



6,615Total current assets


323,559



473,730Property, Plant and Equipment, net


62,237



17,313Other assets


59,934



54,540Total assets

$
445,730


$
545,583LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilities:Accounts payable and accrued expenses

$
587,262


$
543,215Accrued dividends


190,185



117,562Due to related parties


287,505



263,704Deferred maintenance contracts


3,446



9,407Notes payable to related parties


141,708



141,708Convertible promissory note, net of unamortized debt discount of $115,084 at June 30, 2009 and $91,869 at December 31, 2008


36,711



15,953Derivative liabilities


832,725



133,212Total current liabilities


2,079,542



1,224,761Stockholders' deficit:Preferred stock, $1.00 par value; authorized 1,000,000 shares; 10,000 shares designated as follows; 990,000 available for further designationSeries A 10% Secured Preferred Stock; $1,000 stated value; authorized 10,000 shares; 1,444.44 shares issue and outstanding


1,444,444



1,444,444Common stock:Class A – no par value; authorized 10,000,000,000 shares; 526,309,870 shares issued and 525,115,387 outstanding and 1,194,483 in escrow at June 30, 2009; 486,835,870 shares issued and 85,641,387 outstanding, and 1,194,483 in escrow at December 31, 2008;


939,837



915,166Class 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


6,899,510



6,899,510Additional paid-in capital – beneficial conversion


1,444,444



1,444,444Accumulated deficit


(12,362,047
)


(11,382,742
)Total stockholders' deficit


(1,633,812
)


(679,178
)Total liabilities and stockholders' deficit

$
445,730


$
545,583





See accompanying notes to condensed consolidated financial statements








1
 Table of Contents





IVOICE TECHNOLOGY, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)





Three Months Ended


Six Months EndedJune 30, 2009


June 30, 2008


June 30, 2009


June 30, 2008Net sales

$
30,218


$
12,305


$
45,248


$
25,378Cost of sales


11,318



-



20,539



-Gross margin


18,900



12,305



24,709



25,378Operating expenses:General and administrative expenses


149,193



171,949



290,316



266,306Total operating expenses


149,193



171,949



290,316



266,306Loss from operations


(130,293
)


(159,644
)


(265,607
)


(240,928
)Other income (expense):Interest income


803



5,164



1,826



7,184Interest expense


(5,948
)


(13,176
)


(16,604
)


(143,810
)Other income


50,000



-



50,000



-Amortization of debt discount


(12,077
)


(49,447
)


(26,110
)


(572,046
)Redemption premium


-



-



-



(85,922
)(Loss) gain on valuation of derivative


16,690



199,910



(650.187
)


1,072,825Total other income (expense)


49,468



142,451



(641,075
)


278,231Income (loss) from operations beforeprovision for income taxes


(80,825
)


(17,193
)


(906,682
)


37,303Provision for income taxes


-



-



-



-Net income (loss)


(80,825
)


(17,193
)


(906,682
)


37,303Preferred stock accretion


-



-



-



(1,444,444
)Preferred stock dividends


(36,512
)


(36,103
)


(72,623
)


(43,735
)Net loss attributable to common shareholders

$
(117,337
)

$
(53,296
)

$
(979,305
)

$
(1,450,876
)Basic and diluted loss per common share

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted average shares outstandingBasic and diluted


525,115,387



471,993,035



517,264,205



394,521,887





See accompanying notes to condensed consolidated financial statements








2
 Table of Contents




IVOICE TECHNOLOGY, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)





Six Months EndedJune 30, 2009


June 30, 2008Cash flows from operating activities:Net income (loss)

$
(906,682
)

$
37,303Adjustments to reconcile net gain (loss) to netcash used in operating activities:Depreciation


5,076



235(Gain) loss on valuation of derivative


650,187



(1,072,825
)Amortization of discount on debt


26,110



572,046Issuance of common stock for services


14,219



-Equipment received in exchange for note receivablepreviously written-off


(50,000
)


-Beneficial conversion incurred in debt reduction


-



62,470Beneficial conversion incurred in conversion of debenture


-



21,783Common stock issued for investor relations


-



24,192Common stock issued for consulting fees


-



35,700Beneficial conversion incurred in conversion ofpromissory note


5,100



32,280Changes in assets and liabilities:(Increase) decrease in accounts receivable


(2,979
)


6,072Decrease in inventories


3,363



-Decrease (increase) in prepaid expenses


4,460



(20,005
)Increase in other assets


(5,394
)


-Increase in accounts payable and accrued liabilities


93,373



80,120Increase in amounts due to related parties


23,801



17,714Decrease in deferred maintenance contracts


(5,961
)


(7,319
)Net cash (used in) operating activities


(145,327
)


(210,234
)Cash flows from investing activities:Increase in note receivable


-



(30,000
)Increase in other assets


-



(39,515
)Net cash (used in) investing activities


-



(69,515
)Cash flows from financing activities:Issuance of common stock through equity financing


-



102,835Cost of issuance of common stock through equity financing


-



(13,652
)Net proceeds from sale of Series A Preferred Stock


-



1,300,000Payment of convertible debenture


-



(572,815
)Net cash provided by financing activities


-



816,368Net increase (decrease) in cash and cash equivalents


(145,327
)


536,619Cash and cash equivalents at beginning of period


460,869



182,577Cash and cash equivalents at end of period

$
315,542


$
719,196





See accompanying notes to condensed consolidated financial statements








3
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IVOICE TECHNOLOGY, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)





Six Months EndedJune 30, 2009


June 30, 2008During the period, cash was paid for the following:Taxes paid

$
-


$
-Interest paid

$
-


$
32,284Supplemental Cash Flow Information:Non-Cash TransactionsAccounts payable converted into convertible promissory note

$
49,326


$
67,535Accrued expenses converted to convertible promissory note

$
-


$
186,557Equipment received in lieu of payment of note receivable

$
50,000


$
-Convertible promissory note converted to common stock

$
5,352


$
-Common stock issued for services

$
14,219


$
-See accompanying notes to condensed consolidated financial statements





Supplemental Schedule of Non-Cash Financing Activities:





For the Six Months Ended June 30 2009:





a)
During the six months ended June 30, 2009, the Company issued 16,724,000 shares of Class A common stock with a fair value of $10,452 to reduce the convertible promissory note in the amount of $5,352. The difference in the market value and the convertible promissory note reduction was charged to beneficial interest in the amount of
$5,100.





b)
During the six months ended June 30, 2009, the Company issued 22,750,000 shares of Class A common stock with a fair value of  $14,219 for investor relations services.





c)
During the six months ended June 30, 2009, the Company converted accounts payable to a convertible promissory note in the amount of $49,326.





d)
The Company accrued $72,623 of preferred stock dividends.





e)
The Company received equipment valued at approximately $50,000 in lieu of payment of note receivable which was previously written-off.





See accompanying notes to condensed consolidated financial statements








4
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IVOICE TECHNOLOGY, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)





Supplemental Schedule of Non-Cash Financing Activities:





For the Six Months Ended June 30, 2008:





a)
The Company issued 46,500,000 shares of Class A common stock with a fair value of $82,150 to an individual to reduce a promissory note in the amount of $19,680. The difference in the market value and the promissory note reduction was charged to beneficial interest in the amount of $62,470.





b)
The Company issued 87,653,565 shares of Class A common stock with a fair value of $118,283 to reduce a convertible debenture in the amount of $96,500. The difference in the market value and the reduction in the convertible debenture was charged to beneficial interest in the amount of $21,783.





c)
The Company issued 89,039,944 shares of Class A common stock pursuant to the Equity Line of Credit with YA Global Investments (f/k/a/ Cornell Capital Partners) valued at $102,835. Issuance costs of $13,652 were incurred and charged to additional paid-in capital for net proceeds of $89,183.





d)
The Company issued 42,000,000 shares of Class A common stock with a fair value of $45,720 to reduce a convertible promissory note in the amount of $13,440. The difference in the market value and the convertible promissory note reduction was charged to beneficial interest in the amount of $32,280.





e)
The Company converted accounts payable to a convertible promissory note in the amount of $75,536.





f)
The Company converted accrued expenses related to accrued interest due to YA Global to a convertible debenture in the amount of $186,557. In March 2008, the Company and YA Global agreed that the Company would redeem all amounts outstanding under the Debenture, except for $186,557 of interest. The amount redeemed was $691,021, consisting
of the remaining balance of the Debenture equal to $572,815, accrued interest of $32,284, and a redemption premium equal to $85,922.





g)
The Company accrued $43,735 of preferred stock dividends.





h)
The Company recognized $1,444,444 of preferred stock accretion in the condensed statements of operations and as a credit in the balance sheet to Additional Paid-in Capital – Beneficial Conversion.





i)
The Company issued 21,600,000 shares of Class A common stock with a fair value of $24,192 to an individual for repayment of investor relations expenses.





j)
The Company issued 30,000,000 shares of Class A common stock with a fair value of $35,700 to two individuals for repayment of consulting fees.








5
 Table of Contents




iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


June 30, 2009 and 2008




Note 1  Background




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.





In May 2008, the Company formed B Green Innovations, Inc. (“B Green”), a wholly-owned subsidiary, and has agreed to invest up to $500,000 in B Green, to commercialize its “green” technology platforms. The Company has made investments by purchasing 160 shares of Series B Secured 10% Convertible Preferred Stock
for net proceeds of $144,000 to B Green.





As of August 4, 2008 the Companyuses the alternative name of “iGreen Innovations, Inc.”  The Company is a “Green” technology company, focused on acquiring and identifying promising technologies that address environmental issues.




Note 2  Business Operations




B Green Innovations, Inc. (B Green) a Matawan, New Jersey-based corporation and wholly owned subsidiary of iVoice Technology (OTC Bulletin Board: IVOT) is dedicated to becoming a “green” technology company, focused on acquiring and identifying promising technologies that address environmental issues.





The Company has agreed to invest up to $500,000 in B Green to develop and commercialize its “green” technology platforms. The Company believes that this investment will allow B Green to further develop additional technologies.





The first technology was used to create new products from recycled tire rubber. EcoPod and VibeAway® address important environmental concerns and problems facing the planet today. EcoPod and VibeAway® are 100% recycled rubber-based products that can be utilized as support pads under any units that vibrate and make noise,
including washing machines, dryers, compressors, commercial condensers, and many other units that advantageously benefit from sound and vibration control. In addition, we announced that we had filed a new patent application for a process described as “Recycled Tire Pod with Appliance Recess Guide.”





6
 Table of Contents







iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 2  Business Operations (continued)




The Company also continues to service the Interactive Voice Response ("IVR"), software that 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.





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.





Note 3  Going Concern




The accompanying condensed consolidated 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 relies on iVoice, Inc. for administrative, management, research and other services.





As of June 30, 2009, 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.





Management plans on developing and selling products from its subsidiary, B Green Innovations, Inc., and pursuing opportunities for its IVR technology to achieve profitability and to generate a positive cash flow. However, these plans are dependent upon obtaining additional capital. There can be no assurance that the Company will be able
to obtain the necessary capital, and achieve its growth objectives. 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.








7
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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 4  Summary of Significant Accounting Policies




a)    Basis of Presentation





The accompanying condensed consolidated 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 consolidated financial statements and notes are presented as permitted on Form 10-Q 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 consolidated financial statements be read in conjunction
with the December 31, 2008 audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated 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 results are not necessarily indicative of the results to be expected for the full year.





These condensed consolidated 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.





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.







8
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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED  FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008






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) collectability, 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.





For B Green Innovations, Inc. revenues are recognized at the time of shipment to, or acceptance by customer, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists.





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.







9
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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIADTED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 4  Summary of Significant Accounting Policies (continued)




e)    Research and Development Costs





Research and development costs are charged to expense as incurred.





f)     Advertising Costs





Advertising costs are expensed as incurred and are included in selling expenses. For the three months ended June 30, 2009 and 2008, the Company incurred $1,425 and $-0-, respectively. For the six months ended June 30, 2009 and 2008, the Company incurred $4,926 and $-0-, respectively





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 June 30, 2009 and December 31, 2008.





The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000. The uninsured cash balances at June 30, 2009 and December 31, 2008 were $56,667 and $204,808, respectively.





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.











10
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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 4  Summary of Significant Accounting Policies (continued)




j)     Derivative Liabilities





The Company accounts for its embedded conversion features in its convertible debentures in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and EITF 00-19,
“Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as “Loss on Valuation of Derivative” in other expense in the accompanying financial statements. Any subsequent increase or decrease
in the fair value of the derivative liabilities is recognized as “Other expense” or “Other income”, respectively.





k)    Reclassifications





Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications have had no effect on the results of operations or cash flows for the period ended June 30, 2008.





l)     Fair Value of Instruments





The carrying amount reported in the condensed consolidated balance sheet for cash and cash equivalents, deposits, prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.





11
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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 5  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").





The Company’s basic loss per common share is based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period.  Diluted loss per common share is based on net loss, divided by the weighted average number of common shares outstanding during the period, including
common share equivalents, such as outstanding stock options.  Diluted loss per share does not include common stock equivalents, as these shares would have no effect. The computation of diluted loss per share also does not assume conversion, exercise or contingent exercise of securities due to the beneficial conversion of related party accounts, as this would be anti-dilutive.





Three Months Ended


Three Months EndedJune 30, 2009


June 30, 2008Basic net loss per share computation:Net loss attributable to common stockholders

$
(117,337
)

$
(53,296
)Weighted-average common shares outstanding


525,115,387



471,993,035Basic net loss per share attributable to common stockholders

$
(0.00
)

$
(0.00
)Diluted net loss per share computationNet loss attributable to common stockholders

$
(117,337
)

$
(53,296
)Weighted-average common shares outstanding


525,115,387



471,993,035Incremental shares attributable to the assumed conversion ofconvertible debenture and convertible promissory note


-



-Total adjusted weighted-average shares


525,115,387



471,993,035Diluted net loss per share attributable to common stockholders

$
(0.00
)

$
(0.00
)





Six Months
Ended


Six Months
EndedJune 30, 2009


June 30, 2008Basic net loss per share computation:Net loss attributable to common stockholders

$
(979,305
)

$
(1,450,876
)Weighted-average common shares outstanding


517,264,205



394,521,887Basic net loss per share attributable to common stockholders

$
(0.00
)

$
(0.00
)Diluted net loss per share computationNet loss attributable to common stockholders

$
(979,305
)

$
(1,450,876
)Weighted-average common shares outstanding


517,264,205



394,521,887Incremental shares attributable to the assumed conversion ofconvertible debenture and convertible promissory note


-



-Total adjusted weighted-average shares


517,264,205



394,521,887Diluted net loss per share attributable to common stockholders

$
(0.00
)

$
(0.00
)








12
 Table of Contents


iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008






Note 6  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.





B Green Innovations, Inc., a subsidiary of iVoice Technology, has entered into a temporary administrative services agreement with iVoice. The administrative services agreement continues on a month-to-month basis until B Green Innovations, Inc. has found replacement services for those services being provided by iVoice or can provide these
services for itself.





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 (5.25% at June 30, 2009) 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 Board of Directors of the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company. As of  June 30, 2009, the outstanding
balance was $141,708, plus accrued interest of $93,822.  On May 8, 2007, the Company executed a Security Agreement providing Jerome Mahoney, President and Chief Executive Officer of the Company, with a security interest in all of the assets of the Company to secure the promissory note dated August 5, 2005 and all future advances including, but not limited to, additional cash advances: deferred compensation, deferred expense reimbursement, deferred commissions and income tax reimbursement for the recognition
of income upon the sale of common stock for the purpose of the holder advancing additional funds to the Company.





The Company entered into a five-year employment agreement with Jerome Mahoney to serve as Non-Executive Chairman of the Board of Directors, effective August 1, 2004. On March 9, 2009,  the term of the employment agreement between the Company and Mr. Mahoney, the Company’s CEO, was extended to July 31, 2016.  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.  A portion of 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. As of June 30, 2009, the Company has recorded $207,646 of deferred compensation due to Mr. Mahoney.





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. Pursuant to the terms of the Class B 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 for which the Company had ever issued its Class A Common Stock.





13
 Table of Contents





iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008






Note 6  Related Party Transactions (continued)




On August 29, 2005, the Company entered into an employment agreement with Mark Meller.  Mr. Meller served as the Company’s President, Chief Executive Officer and Chief Financial Officer until August 29, 2006.  As compensation, the Company paid 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 the 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.  As of June 30, 2009, total deferred compensation due to
Mr. Meller was $53,860.





Mr. Mahoney has a consulting agreement with B Green Innovations for annual compensation of $24,000 and upon every annual anniversary thereafter, at the rate based on the increase in the Consumer Price Index for All Urban Consumers (New York-Northern N.J.-Long Island). Mr. Mahoney agreed to accept compensation pursuant to this Consulting
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 the Consultant in cash.  The number of Class B Common Stock shares to be issued to the Consultant pursuant to this Paragraph 2 shall be equal to one share of Class B common stock for every dollar of compensation due and owing the Consultant. As of June 30, 2009, Mr. Mahoney is due $26,000,
and no shares have been issued.




Note 7  Convertible Promissory Note and Derivative Liability




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. In March 2008, the administrative
services agreement was amended to provide that accrued and unpaid administrative services shall be aggregated and converted into a Convertible Promissory Note. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand.





On March 5, 2008, the Company converted its outstanding accounts payable to iVoice, Inc. for unpaid administrative services in the amount of $50,652 into a convertible promissory note at the rate of prime plus 1 percent per annum. Additional amounts may be added to this note based on any unpaid administrative services, and will accrue interest
at the above specified rate from date of advance until paid. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand. For the six months ended June 30, 2009, unpaid administrative services in the amount of $25,326 were added to the convertible promissory note.





iVoice, Inc. may elect payment of the principal and/or interest, at the its sole discretion, owed pursuant to this Note by requiring the Company to issue to iVoice, or his assigns either: (i) one Class B common stock share of the Company par value $.01 per share, for each dollar owed, (ii) the number of Class A common stock shares of the
Company calculated by dividing (x) the sum of the principal and interest that the Note holder has decided to have paid 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.








14
 Table of Contents





iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June  30, 2009 and 2008




Note 7  Convertible Promissory Note and Derivative Liability (continued)




Unless otherwise provided, this Note may be prepaid in full or in part at any time without penalty or premium. Partial prepayments shall be applied to installments due in reverse order of their maturity.





During the six months ended June 30, 2009, the Company issued 16,724,000 shares of Class A common stock with a fair value of $10,453 to reduce the convertible promissory note in the amount of $5,352. The difference in the market value and the convertible promissory note reduction was charged to beneficial interest in the amount of $5,100.





In the event of (a) default in payment of any installment of principal or interest hereof as the same becomes due and such default is not cured within ten (10) days from the due date, or (b) default under the terms of any instrument securing this Note, and such default is not cured within fifteen (15) days after written notice to maker,
then in either such event the holder may, without further notice, declare the remainder of the principal sum, together with all interest accrued thereon, and the prepayment premium, if any, at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. The unpaid principal of this Note and any part thereof, accrued interest and all other sums due under this Note shall bear interest at the rate of prime plus 2 percent per annum after
default until paid.





The promissory note holders have a security interest in substantially all of the assets of the Company.





As of June 30, 2009, the outstanding balance on the Convertible Promissory Note was $99,395.





In accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, (“FASB 133”), the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture
needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 5 years; and volatility: 321.58%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on March 5, 2008 the Company recorded the conversion options as a liability, recorded a debt discount of
$50,652, and charged Other Expense - Loss on Valuation of Derivative for $16,366, resulting primarily from calculation of the conversion price. For the three months ended June 30, 2009, the Company recorded a Gain on Valuation of Derivative in the amount of $30,069 as compared to a Loss on Valuation of Derivative of $3,545 for the three months ended June 30, 2008.  For the six months ended June 30, 2009, the Company recorded a Loss on Valuation of Derivative in the amount of $421,821 as compared to
a Gain on Valuation of Derivative in the amount of $17,113 for the six months ended June 30, 2008. .  The fair value of the embedded conversion was estimated at the June 30, 2009 using the Black-Scholes model with the following assumptions: risk free interest rate: 2.54%; expected dividend yield: 0%: expected life: 5 years; and volatility: 330.26%.





15
 Table of Contents






iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June  30, 2009 and 2008






Note 7  Convertible Promissory Note and Derivative Liability (continued)




B Green Innovations, Inc., a subsidiary of iVoice Technology, has entered into a temporary administrative services agreement with iVoice. The administrative services agreement continues on a month-to-month basis until B Green Innovations, Inc. has found replacement services for those services being provided by iVoice or can provide these
services for itself. The administrative services agreement provides that accrued and unpaid administrative services shall be aggregated and converted into a Convertible Promissory Note. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand. The terms of this agreement are to similar to the terms of the agreement between iVoice Technology, Inc. and iVoice, Inc. as described
above in this footnote.





On June 30, 2008, the Company converted its outstanding B Green accounts payable to iVoice, Inc., for unpaid administrative services, in the amount of $8,000 into a convertible promissory note at the rate of prime plus 1 percent per annum. Additional amounts may be added to this note based on any unpaid administrative services, and will
accrue interest at the above specified rate from date of advance until paid. For the six months ended June 310 2009 total unpaid administrative services in the amount of $24,000 was added to the convertible promissory note. As of June 30, 2009, the outstanding balance on the B Green Convertible Promissory Note was $52,400.





In accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, (“FASB 133”), the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture
needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions, the same as used for iVoice Technology as B Green as there is no market for B Green’s stock: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 5 years; and volatility: 226.33%. The accounting guidance instructs that the conversion options are a derivative liability. At June 30, 2008
the Company recorded the conversion options as a liability, recorded a debt discount of $8,000, and charged Other Expense - Loss on Valuation of Derivative for $16,366, resulting primarily from calculation of the conversion price. For the three months ended June 30, 2009 the Company recorded a Loss on Valuation of Derivative in the amount of $13, 379 as compared to $1,904 for the three months ended June 30, 2008.  For the six months ended June 30, 2009 the Company recorded a Loss on Valuation of Derivative
in the amount of $228, 366 as compared to $1,904 for the six months ended June 30, 2008.  The fair value of the embedded conversion was estimated at the June 30, 2009 using the Black-Scholes model with the following assumptions: risk free interest rate: 2.54%; expected dividend yield: 0%: expected life: 5 years; and volatility: 330.26%.




Note 8  Convertible Debenture and Derivative Liability




On April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible Debenture dated March 30, 2007 (the "Debenture") to YA Global Investments (f/k/a/ Cornell Capital Partners, LP) for the sum of $700,000 in exchange for a previously issued note payable for the same amount. The Debenture has a term of three years, and pays interest at
the rate of 5% per annum. Cornell has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to eighty percent (80%) of the lowest closing Bid Price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Cornell may not convert the Debenture into shares of Class A Common Stock if such conversion would result in Cornell beneficially owning in excess of 4.9% of the then issued and outstanding
shares of Class A Common Stock. The Conversion Price and number of shares of Class A Common Stock issuable upon conversion of the Debenture are subject to certain exceptions and adjustment for stock splits and combinations and other dilutive events. Subject to the terms and conditions of the Debenture, the Company has the right at any time provided that as of the date of the Holder's receipt of a Redemption Notice (i) the Closing Bid Price of the of the Common Stock, as reported by Bloomberg, LP, is less than
the Conversion Price and (ii) no Event of Default has occurred. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to twenty percent (15%) of the principal amount being redeemed, and accrued interest, (collectively referred to as the "Redemption Amount"). During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full principal amount of this Debenture, together with interest and
other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common Stock of the Company. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of Default or (y) the Maturity Date at the Conversion Price then in-effect.





16
 Table of Contents





iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June  30, 2009 and 2008




Note 8  Convertible Debenture and Derivative Liability (continued)





On March 14, 2008, the Company and YA Global Investments agreed that the Company would redeem all amounts outstanding under the Debenture, except for the $186,557 of the outstanding interest remaining on the original notes payable that were originally exchanged for the Debenture. The amount redeemed was $691,021, consisting of the remaining
balance of the Debenture of $572,815, accrued interest of $32,284, and a redemption premium of $85,922. The Debenture was amended to change amount to $186,557 with a due date of March 14, 2009. The Debenture shall accrue interest at the rate of 15% per annum, and shall be convertible at a conversion price equal to 70% of the lowest closing bid price of the Company’s common stock during the 30 trading days immediately proceeding the conversion date. No conversions can be made prior to November 1, 2008.





On November 21, 2008, the Company entered into an Amendment Agreement (the "Agreement") between the Company and YA Global Investments LP, f/k/a Cornell Capital Partners, LP. ("YA Global") which paid off in full the Secured Convertible Debenture dated March 30, 2007 (the "Debenture"). Under the terms of the Agreement, the Company paid the
sum of One Hundred and Thirty-five Thousand Dollars ($135,000) in full payment of the Debenture with a remaining principal balance of $186,557, with accrued interest of $17,788. The difference of $69,355 was included in other income in the condensed consolidated financial statements for the year ended December 31, 2008. The security interest that YA Global held in the assets of the Company was also terminated.








17
 Table of Contents







iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June  30, 2009 and 2008






Note 8  Convertible Debenture and Derivative Liability (continued)




In accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, (“FASB 133”), the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture
needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.6%; expected dividend yield: 0%: expected life: 3 years; and volatility: 383.29%. The conversion feature of the debenture was recorded as a derivative liability. As such, in March 2007 the Company recorded the conversion options as a liability, recorded a debt discount of $700,000, and
charged Other Expense - Loss on Valuation of Derivative for $492,403, resulting primarily from calculation of the conversion price.





For the three months ended June 30, 2008, the Company recorded a Gain on Valuation of Derivative in the amount of $205,359 and amortized the debt discount for a charge of $46,511. For the six months ended June 30, 2008, the Company recorded a Gain on Valuation of Derivative in the amount of $1,073,982 and amortized the debt discount for
a charge of $555,140. For the three and six months ended June 30, 2009, the Company did not record any Gain or Loss on Valuation of Derivative or amortization of debt discount as the convertible debenture has been paid in full.




Note 9  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 June 30, 2009 and December 31, 2008 deferred tax assets consist of the following:





June 30,
2009


December 31, 2008Net operating loss carry forwards

$
743,000


$
663,000Deferred compensation


115,000



105,000Deferred tax asset


858,000



768,000Less: valuation allowance


(858,000
)


(768,000
)Deferred tax asset, net

$
-0-


$
-0-





At June 30, 2009 and December 31, 2008, the Company had a federal net operating loss carry forward in the approximate amounts of $1,860,000 and $1,658,000, respectively, 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.






18
 Table of Contents





iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008






Note 10  Capital Stock




Pursuant to iVoice Technology’s certificate of incorporation, as amended, the Company is authorized to issue 1,000,000 shares of Preferred Stock, par value of $1.00 per share, 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, and 20,000,000
shares of Class C Common Stock, par value $0.01 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.





Of the 1,000,000 shares of Preferred Stock, 10,000 shares are designated Series A 10% Preferred Stock, par value $1.00 per share, with a stated value of $1,000 (the “Series A Preferred Stock”). The stated value is used for calculation of dividends and liquidation preferences. On March 12, 2008, the Company sold 1,444.44 shares
of Series A 10% Preferred Stock to iVoice, Inc. for $1,444,444.  With consent of the holders of the Series A Preferred Stock, on March 6, 2009, the Company amended its Certificate of Incorporation and amended the rights of the Series A Preferred by: (i) eliminating all voting rights for the Series A Preferred Stock and (ii) eliminating the conversion feature of the Series A Preferred Stock





As of June 30, 2009, 1,444.44 shares of Series A 10% Convertible Preferred Stock are issued and outstanding.





The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.47%; expected dividend yield: 0%: expected life: 5 years; and volatility: 265.44%. Prior to amendment, the stock had a feature that grants holders the right to convert the
stock into common shares based upon 80% of the lowest price the Company has ever issued its Class A Common Stock. Due to this conversion feature the entire investment was deemed a dividend. For the year ended December 31, 2008, $1,444,444 of preferred stock accretion was recognized in the consolidated statements of operations. As noted above, an amendment was made which eliminated the conversion feature.





b)
Class A Common Stock





As of June 30, 2009, there are 10,000,000,000 shares of Class A Common Stock authorized, no par value, and 526,309,870 shares were issued, and 525,115,387 shares were outstanding, and 1,194,483 shares were issued pending conversion by YA Global Investments.





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.






19
 Table of Contents





iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 10  Capital Stock (continued)




c)
Class B Common Stock





As of June 30, 2009, 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 (see Note 14). 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 June 30, 2009, no shares were issued or outstanding.





d)
Class C Common Stock





As of June 30, 2009, 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 June 30, 2009, no shares were issued or outstanding.





Note 11  Stock Options




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.  The Company has not issued any stock options as of March 31, 2009.




Note 12  New Accounting Pronouncements




In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”).  SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income,
be clearly identified, labeled, and presented in the consolidated financial statements within equity, but separate from the parent’s equity. It also requires once a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 will be effective beginning January 1,
2009. The adoption of SFAS 160 did not have a material impact on the Company’s condensed consolidated financial statements.




20
 Table of Contents








iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 12  New Accounting Pronouncements (continued)




In December 2007, the FASB issued SFAC No 141(R), “Business Combinations.”  This statement provides new accounting guidance and disclosure requirements for business combinations.  SFAS No 141(R) is effective for business combinations which occur in the first fiscal year beginning on or after December 15,
2008. The adoption of SFAS 141(R) did not have a significant impact on the Company’s condensed consolidated financial statements or financial position, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions the Company consummates after the effective date.





In December 2007, the FASB finalized the provisions of the Emerging Issues Task Force (EITF) Issue No. 07-1, “Accounting for Collaborative Arrangements.”  This EITF Issue provides guidance and requires financial statement disclosures for collaborative arrangements.  EITF Issue No. 07-1 is effect for financial
statements issued for fiscal years beginning after December15, 2008.  The adoption of EITF Issue No. 07-1 did not have a material impact on the Company’s condensed consolidated financial statements.





In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”), which modifies and expands the
disclosure requirements for derivative instruments and hedging activities.  SFAS 161 requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation and requires quantitative disclosures about fair value amounts and gains and losses on derivative instruments.  It also requires disclosures about credit-related contingent features in derivative agreements. SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application encouraged.  SFAS 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The Company adopted this standard effective January 1, 2009. The implementation of this standard did not have a material impact on the Company’s condensed consolidated financial statements.





In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets. FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS 142, Goodwill and Other Intangible Assets, and adds certain
disclosures for an entity’s accounting policy of the treatment of the costs, period of extension, and total costs incurred.  FSP 143-3 must be applied prospectively to intangible assets acquired after January 1, 2009.  The Company’s adoption of FSP FAS 142-3 did not have a material impact on the Company’s condensed consolidated financial statements.





In May 2008, the Financial Accounting Standards Board (the “FASB”) issued FAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in accordance with GAAP. With the issuance of this statement, the FASB concluded that the GAAP hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the


American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to
AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company’s adoption of SFAS 162 did not have a material impact on the Compnay’s condensed consolidated financial statements.






21
 Table of Contents





iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 12  New Accounting Pronouncements (continued)





In June 2008, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 08-3, Accounting for Lessees for Maintenance Deposits Under Lease Arrangements ("EITF 08-3"). EITF 08-3 provides guidance for accounting for nonrefundable maintenance deposits. It also provides revenue recognition accounting guidance for the lessor. EITF 08-3 is effective for fiscal years beginning after December 15, 2008. The
Company’s adoption of EITF 08-3 did not have a material impact on the Company’s condensed consolidated financial statements.





In November 2008, the FASB issued EITF Issue No. 08-7, Accounting for Defensive Intangible Assets” (EITF 08-7). EITF 08-7 addresses the accounting for assets acquired in a business combination or asset acquisition that an entity does not intend to actively use, otherwise referred to as a ‘defensive asset.’
EITF 08-7 requires defensive intangible assets to be initially accounted for as a separate unit of accounting and not included as part of the cost of the acquirer’s existing intangible asset(s) because it is separately identifiable. EITF 08-7 also requires that defensive intangible assets be assigned a useful life in accordance with paragraph 11 of SFAS 142 and is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company has adopted
this standard effective January 1, 2009 and the Company’s adoption of this EITF did not have a material impact on the Company’s condensed consolidated financial statements.





In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial
statements. The most significant change the FSP brings is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June 15, 2009 The Company’s adoption of FSP FAS 115-2 and FAS 124-2 did not have a material impact on the Company’s condensed consolidated financial statements.





In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements,
when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The Company’s adoption of FSP FAS 157-4 did not have a material impact on the Company’s condensed consolidated financial statements.






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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008




Note 12  New Accounting Pronouncements (continued)





In April 2009, the FASB issued FSP FAS FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 and APB 28-1 is effective for interim and annual reporting periods ending after June 15, 2009. The Company’s adoption of issued FSP FAS FAS 107-1 and APB 28-1did not have a material impact on the Company’s condensed consolidated financial statements.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168
establishes the FASB Standards Accounting Codification (“Codification”) as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities. The only other source of authoritative GAAP is the rules and interpretive releases of the SEC which only apply to SEC registrants. The Codification will supersede all the existing non-SEC accounting and reporting standards upon its effective date. Since the issuance of the Codification is not intended to change or alter existing
GAAP, adoption of this statement will not have an impact on the Company’s financial position or results of operations, but will change the way in which GAAP is referenced in the Company’s financial statements. SFAS 168 is effective for interim and annual reporting periods ending after September 15, 2009.





In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The Company adopted SFAS 165 effective
April 1, 2009 and has evaluated subsequent events after the balance sheet date of June 30, 2009 through the date the financial statements were issued. During this period, the Company did not have any recognizable or disclosable subsequent events.




Note 13  Fair Value Measurements




In September 2006, the FASB issued SFAS 157, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS 157 were effective January 1, 2008. The FASB has also issued Staff Position (FSP) SFAS 157-2 (FSP No. 157-2), which delays the effective
date of SFAS 157 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008.





As defined in SFAS 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including
assumptions about risk and the risks inherent in the inputs to the valuation technique.






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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


June 30, 2009 and 2008






Note 13  Fair Value Measurements (continued)




These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. SFAS 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).





The three levels of the fair value hierarchy defined by SFAS 157 are as follows:





Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments
such as exchange-traded derivatives, marketable securities and listed equities.





Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that
consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally
include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.





Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.





The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of March 31, 2009 and December 31, 2008. As required by SFAS 157, financial assets and liabilities are classified in their entirety based on the lowest level of input
that is significant to the fair value measurement.






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iVOICE TECHNOLOGY, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


March 31, 2009 and 2008




Note 13  Fair Value Measurements (continued)




The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.





June 30, 2009


Level I


Level II


Level III


TotalTotal Assets

$
-


$
-


$
-


$
-Convertible promissory notes

$
-


$
36,711


$
-


$
36,711Note payable to related parties


-



141,708



-



141,708Derivative liabilities


-



832,725



-



832,725Total Liabilities

$
-


$
1,011,144


$
-


$
1,011,144





December 31, 2008


Level I


Level II


Level III


TotalTotal Assets

$
-


$
-


$
-


$
-Convertible promissory notes

$
-


$
15,943


$
-


$
15,943Note payable to related parties


-



141,708



-



141,708Derivative liabilities


-



133,212



-



133,212Total Liabilities

$
-


$
290,863


$
-


$
290,863





The Company’s derivatives are classified within Level 2 of the valuation hierarchy. The Company’s derivatives are valued using internal models that use as their basis readily observable market inputs, such as time value, forward interest rates, and volatility factors. Refer to Notes 7 and 8 for more discussion on derivatives.
The Company did not hold financial assets and liabilities, which were recorded at fair value in the Level 3 category as of June 30, 2009 and December 31, 2008.




Note 14  Subsequent Event




On July 27, 2009, the Company amended its Certificate of Incorporation as follows: 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. Each holder of Class B common stock has voting rights equal to the number of Class A shares that would be issued upon the conversion of the Class B shares, had all of the outstanding Class B shares been converted on the record date used for purposes of determining which shareholders would vote. Previously, each holder of Class B Common Stock has voting rights equal to 100 shares of Class A Common Stock.




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Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations





Forward Looking Statements





A number of the statements made by the Company in this report may be regarded as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.





Forward-looking statements include, among others, statements concerning the Company’s outlook, pricing trends and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies and their results, long-term goals of the Company and other statements of expectations, beliefs, future
plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.





All predictions as to future results contain a measure of uncertainty and accordingly, actual results could differ materially.  Among the factors that could cause a difference are:  changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials;
the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances.  For a discussion of material risks and uncertainties that the Company faces, see the discussion in the Form 10−K for the fiscal year ended December 31, 2008 entitled “Risk Factors”.





Results of Operations





Total revenues increased $17,913 (145.6%) and $19,780 (78.3%) for the three and six months ended June 30, 2009 to $30,218 and $45,248, respectively, as compared to $12,305 and $25,378 for the same periods in the prior year. Maintenance services on IVR products declined 25.7% and 31.4% for the three and six months ended June 30, 2009 as
compared to the same periods in the prior year as a result of lower maintenance services, which has been a result of the reduction installations. The decreases in maintenance revenues were offset by new sales of our “green” products from B Green Innovations. The Company continues its efforts to market and sell its products through a distribution network. B Green has entered into distribution agreements with reputable distributors that have proven themselves within their territories and industry segments.





Gross profit increased $6,595 (53.6%) to $18,900 for the three months ended June 30, 2009 as compared to the same period in the prior year as a result of the increased volume for “Green” products. Maintenance services on IVR products yield a very high gross profit as a result of the limited costs needed to support these products
as compared to the manufactured “Green” products.  Gross profit for the six months ended decreased $669 (2.6%) to $24,709 as compared to the same period last year. Gross profit declined as a result of lower maintenance revenues offset by higher gross profits on the “green” products. B Green’s gross profit on product sales was offset by purchases certain packaging materials that were charged directly to cost of sales.





Total operating expenses decreased $22,756 (13.2%) to $149,193 for the three months ended June 30, 2009 as compared to the three months ended June 30, 2008, primarily as a result of lower investor relations expenses partially offset by an increase in expenses associated with the operations of B Green Innovations, Inc.  For the six
months ended June 30, 2009 total operating expenses increased $24,010, primarily as a result of an increase in expenses associated with the operations of B Green Innovations, Inc.






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Total other income was $49,468 for the three months ended June 30, 2009 as compared to income of $142,451 for the three months ended June 30, 2008, a decrease of $92,983. The decrease in other income is primarily attributed to the lower gain on valuation of derivative. Total other expense was $641,075 for the six months ended June 30, 2009
as compared to income of $278,231 for the six months ended June 30, 2008, a decrease of $919,306. For the six months ended June 30, 2008 the Company reported a gain on the valuation of derivative of $1,072,825, which was partially offset by amortization of debt discount of $572,046 as compared to a loss on valuation of derivative of $650,187 and amortization of debt discount of $26,110.





Net loss for the quarter ended June 30, 2009 was $80,825 as compared to a loss of $17,193 for the quarter ended June 30, 2008.  Net loss for the six months ended June 30, 2009 was $906,682 as compared to income of $37,303 for the six months ended June 30, 2008. The changes were the result of the factors discussed above.





As of June 30, 2009, iVoice Technology had one full-time and one part-time employee.





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 March 30, 2007, iVoice Technology, Inc. issued a Secured Convertible Debenture (the "Debenture") to YA Global Investments (f/k/a/ Cornell Capital Partners) for the sum of $700,000 in exchange for the previously issued note payable for the same amount (see Note 8 to the Financial Statements). On March 14, 2008, the Company and YA Global
Investments agreed that the Company would redeem all amounts outstanding under the Debenture, except for the $186,557 of the outstanding interest remaining on the original notes payable that were originally exchanged for the Debenture. The amount redeemed was $691,021, consisting of the remaining balance of the Debenture of $572,815, accrued interest of $32,284, and a redemption premium of $85,922. The Debenture was amended to change the amount to $186,557 with a due date of March 14, 2009. The Debenture shall
accrue interest at the rate of 15% per annum, and shall be convertible at a conversion price equal to 70% of the lowest closing bid price of the Company’s common stock during the 30 trading days immediately proceeding the conversion date. No conversions can be made prior to November 1, 2008.





On November 21, 2008, the Company entered into an Amendment Agreement (the "Agreement") between the Company and YA Global Investments LP, f/k/a Cornell Capital Partners, LP. ("YA Global") which paid off in full the Secured Convertible Debenture dated March 30, 2007 (the "Debenture"). Under the terms of the Agreement, the Company paid the
sum of One Hundred and Thirty-five Thousand Dollars ($135,000) in full payment of the Debenture with a remaining principal balance of $186,567, with accrued interest of $17,788. The security interest that YA Global held in the assets of the Company was terminated.





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.






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iVoice Technology assumed from iVoice outstanding indebtedness 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 representing such obligation, 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 since the first advance of funds under this note, or (iii) payment of the principal of this note, before any repayment of interest.  The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company.





On September 22, 2005, iVoice Technology entered into a Standby Equity Distribution Agreement with YA Global Investments (f/k/a/ Cornell Capital Partners), pursuant to which iVoice Technology may, from time to time, issue and sell to YA Global Investments (f/k/a/ Cornell Capital Partners) our Class A Common Stock for a total purchase price
of up to $10 million. As of September 30, 2008, the Company has sold in the aggregate 190,365,518 shares of Class A Common Stock to YA Global for net proceeds of $324,520, which are net of fees and discounts of $59,377, which was used to fund the operations of the Company. The Standby Equity Distribution Agreement expired on February 5, 2008.





On March 12, 2008, the Company sold 1,444.44 shares of Series A 10% Preferred Stock to iVoice, Inc. for net proceeds of $1,300,000. These funds were used to repay the Convertible Debenture and to fund operations and the new venture in B Green Technologies discussed above.





If the Company cannot find sources of additional financing to fund its working capital needs, the Company will be unable to obtain sufficient capital resources to operate our business. 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.





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.





For the six months ended June 30, 2009, the Company had a net decrease in cash of $145,237.  The Company’s principal sources and uses of funds were as follows:





Cash used by operating activities.   The Company used $145,237 in cash for operating activities for the six months ended June 30, 2009 as compared to $210,234 in the prior year. The decrease in cash used for operating activities is primarily attributed to the payment
of accrued interest and the redemption fees associated with the paydown of the convertible debenture for the six months ended June 30, 2008, which did not occur in 2009.




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Net Cash provided by financing activities. There were no proceeds from financing activities for the six months ended June 30, 2009.  The Company generated $816,368 from financing activities for the six months ended June 30, 2008 primarily as a result of net proceeds from
the sales of Series A Preferred Stock, partially offset by the payment of the convertible debenture in the amount of $572,815.





Net Cash used by investing activities. Net cash used in investing activities is attributed to increases in notes payable and other assets for the six months ended June 30, 2008. There was no change in cash from investing activities for the six months ended June 30, 2009.





There was no significant impact on the Company’s operations as a result of inflation for the six months ended June 30, 2009.





Critical Accounting Policies





The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to bad debts, inventory obsolescence, intangible assets, payroll tax obligations, and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of certain assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.





We have identified below the accounting policies, revenue recognition and software costs, related to what we believe are most critical to our business operations and are discussed throughout Management’s Discussion and Analysis of Financial Condition or Plan of Operation where such policies affect our reported and expected financial
results.





Revenue Recognition





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) collectability, 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, 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 revenues and recognized over the respective
terms of the agreements.





The Company derives its revenues from the licensing of its software product and optional customer support (maintenance) services. Presently, 100% of the revenues reported by the Company are derived from the licensing of the Company’s IVR software. No revenues have been derived from the sale of optional customer support services. 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. 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.






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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 not to provide
direct customers (as opposed to resellers and dealers) the right to refund any portion of its license fees. The Company accepts Visa and MasterCard as well as company checks.





Customers may license the Company’s products through our telesales organization and through promotions or reseller agreements with independent third parties.  iVoice Technology only permits returns from authorized dealers and resellers of unused inventory, subject to the consent of the Company and a twenty-five percent restocking
fee.  End users who purchaser products directly from iVoice Technology may not return such products to iVoice Technology under any circumstances.  Accordingly, the Company records a provision for product returns and allowances against product revenue in the same period the revenue is recorded. The estimates are based on historical sales returns and other known data as well as market and economic conditions.





Our current products are not sold through retail distribution channels. Current reseller agreements provide for a limited contractual right of return and do not provide for future price concessions, minimum inventory commitments nor is payment contingent upon the reseller’s future sales or our products. Revenues generated from products
licensed through marketing channels where the right of return exists, explicitly or implicitly, is reduced by reserves for estimated product returns. Such reserves are estimates based on returns history and current economic and market trends.





Due to the nature of the business and one-time contracts, it is unlikely that one customer will impact revenues in future periods. All revenues for 2009 related to the Company’s IVR operations were derived from annual maintenance and support agreements.





For B Green Innovations, Inc. revenues are recognized at the time of shipment to, or acceptance by customer, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists.





Software 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-developed 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 undiscounted cash flow benefit related to the asset falls below the unamortized cost. The Company develops software for licensing to its customers and capitalizes software development costs when
technological feasibility has been established. Software development costs not qualifying for capitalization are expensed and classified as research and development expenses in the statements of operations. Research and development expenses and the capitalization rate will fluctuate from period to period depending upon the number and status of software development projects that are in process and the related number of people assigned to those projects.






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Purchased software and capitalized software development costs are amortized using the greater of the revenue method or the straight-line method with useful lives ranging from three to five years. Amortization expense is classified in costs of revenue on the statements of operations. Our products operate on or with other third party
software and operating systems. When determining the useful life of a product we consider factors such as the current state of the technology, operating systems on which our products run, competitive products and the potential use of our products by the end user. Technological advances in software operating systems and other software technologies on which our products rely may shorten the expected life cycle of our products. We make an assessment of the useful lives of our products at each balance sheet date.
If that assessment determines that a shortened product life has occurred, we amortize the remaining unamortized balances over the new estimated useful life of the product and provide disclosure regarding a change in estimate in the notes to the financial statements pursuant to Accounting Principles Board Opinion No. 20 “Accounting Changes.”





The Company evaluates the estimated net realizable value of each software product at each balance sheet date. The estimate is based on historical and forecasted net revenue for each product. Net revenue is the product revenue reduced by the estimated costs of revenue and, if in development, the estimated cost to complete the development
of the product. When the net book value exceeds the estimate of net realizable value, the Company records a write-down to net realizable value on each product affected. Management’s ability to achieve its revenue forecast is subject to judgment, competitive pressures, market and economic conditions and management’s ability to successfully license its products to its customers. A change in one or more of these factors may influence management’s estimates. Accordingly, currently estimated net
realizable values are subject to being reduced resulting in corresponding charges for impairment in the future





Derivative Liabilities





The Company accounts for its embedded conversion features in its convertible debentures in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and EITF 00-19,
“Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as “Loss on Valuation of Derivative” in other expense in the accompanying financial statements. Any subsequent increase or decrease
in the fair value of the derivative liabilities is recognized as other expense or other income, respectively. The financial statements for the period include the recognition of the derivative liability on the underlying securities issuable upon conversion of the Convertible Debentures with YA Global Investments (f/k/a/Cornell Capital Partners)





Item 4T.
Controls and Procedures





Management's report on internal control over financial reporting.





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) or 15d-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Company had concluded that the Company's disclosure controls and procedures as of the period covered by this Quarterly Report on Form 10-Q were not effective for the following reasons:






31
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a)        The deficiency was identified as the Company's limited segregation of duties amongst the Company's employees with respect to the Company's control activities. This deficiency is the result of the Company's limited number of employees. This deficiency may affect management's ability to determine
if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.





b)        The deficiency was identified in respect to the Company's Board of Directors. This deficiency is the result of the Company's limited number of external board members. This deficiency may give the impression to the investors that the board is not independent from management. Management and
the Board of Directors are required to apply their judgment in evaluating the cost-benefit relationship of possible changes in the organization of the Board of Directors.





Changes in internal control over financial reporting.





Management of the Company has also evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q and determined that there was no change in the Company’s internal
control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.





Part II.  Other Information





Item 5.
Other Information(b)
The Company does not have a standing nominating committee or a committee performing similar functions as the Company’s Board of Directors consists of only two members and therefore there would be no benefit in having a separate nominating committee that would consist of the same number of members as the full board of directors.  Both
members of the Board of Directors participate in the consideration of director nominees.





Item 6.
Exhibits31.1
Certification required under Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification required under Section 906 of the Sarbanes-Oxley Act of 2002.








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SIGNATURES





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





iVOICE TECHNOLOGY, INC.Date: August 14, 2009
By:
/s/ Jerome MahoneyJerome MahoneyPresident, Chief Executive Officer andChief Financial Officer








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INDEX OF EXHIBITS





31.1  Certification by Chief Executive Officer and Chief Financial Officer pursuant to Rule 15d-14 under the Securities Exchange Act.





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


















34