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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

       FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                                       OR

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

       For the transition period from _______________ to _______________

Commission file number:    333-120507

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

           NEW JERSEY                                            20-1862816
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

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

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

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

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

Number of shares of Class A, common stock,
    No par value, outstanding as of August 31, 2005:                 10,013,984

================================================================================
<PAGE>

                               SPEECHSWITCH, INC.
                         CONDENSED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2005

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


                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

             Item 1.  Condensed Financial Statements (Unaudited)

                      Condensed Balance Sheet - June 30, 2005                 2

                      Condensed Statements of Operations -
                      For the three months and six months ended June 30,
                      2005 and 2004                                           3

                      Condensed Statements of Cash Flow -
                      For the six months ended June 30, 2005 and 2004         4

                      Notes to condensed financial statements            5 - 14

             Item 2.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations               15 - 32

             Item 3.  Controls and Procedures                                32

PART II. OTHER INFORMATION                                                   33


             Item 6.  Exhibits                                               33




                                       1
<PAGE>

                               SPEECHSWITCH, INC.
                       CONDENSED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2005

<TABLE><CAPTION>

                                     ASSETS

<S>                                                                         <C>
CURRENT ASSETS
Cash and cash equivalents                                                   $    564,958
Accounts receivable, net of allowance for doubtful accounts of $0                 23,385
Inventory, net                                                                     6,546
                                                                            ------------
       Total current assets                                                      594,889
                                                                            ------------

OTHER ASSETS, Intangible assets, net                                              13,200
                                                                            ------------

TOTAL ASSETS                                                                $    608,089
                                                                            ============

                   LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable and accrued expenses                                       $     55,961
Note payable1,000,000
Due to related parties                                                            61,366
Deferred maintenance contracts                                                     1,658
                                                                            ------------
         Total current liabilities                                             1,118,985
                                                                            ------------

COMMITMENTS AND CONTINGENCIES                                                       --

STOCKHOLDERS' (DEFICIENCY)
Preferred stock, $1 par value; authorized 1,000,000 shares;
   no shares issued and outstanding                                                 --
Common stock, Class A - no par value; authorized 10,000,000,000 shares;
  10,050,000 shares issued and outstanding                                          --
Common stock, Class B - $.01 par value; authorized 50,000,000 shares;
  no shares issued and outstanding                                                  --
Common stock, Class C - $.01 par value; authorized 20,000,000 shares;
  no shares issued and outstanding                                                  --
Additional Paid in Capital                                                     2,373,591
Accumulated deficit                                                           (2,884,487)
                                                                            ------------
         Total stockholders' (deficiency)                                       (510,896)
                                                                            ------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)                            $    608,089
                                                                            ============

 The accompanying notes are an integral part of the condensed financial statements.
</TABLE>
                                       2
<PAGE>


                               SPEECHSWITCH, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>
                                                         For the Three Months Ended           For the Six Months Ended
                                                                  June 30,                            June 30,
                                                       ------------------------------      ------------------------------
                                                           2005              2004              2005             2004
                                                       ------------      ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>               <C>
SALES, net                                             $     30,782      $     29,125      $     45,992      $     58,907

COST OF SALES                                                13,361            11,864            20,729            23,750
                                                       ------------      ------------      ------------      ------------

GROSS PROFIT                                                 17,421            17,261            25,263            35,157
                                                       ------------      ------------      ------------      ------------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                         36,310             8,031            43,024            18,076
    General and administrative expenses                      69,829            86,643           206,542           195,699
    Research and development                                 20,110             8,825            20,110            18,532
    Depreciation and amortization                              --                 851              --               1,709
                                                       ------------      ------------      ------------      ------------
Total selling, general and administrative expenses          126,249           104,350           269,676           234,016
                                                       ------------      ------------      ------------      ------------

LOSS FROM CONTINUING OPERATIONS                            (108,828)          (87,089)         (244,413          (198,859)
                                                       ------------      ------------      ------------      ------------
OTHER INCOME\(EXPENSE)
    Other income                                              1,761            18,584             3,028            27,407
    Write-off of financing costs                               --             (44,658)          (20,000)         (399,356)
    Interest expense                                        (12,466)           (2,321)          (23,487)           (4,833)
                                                       ------------      ------------      ------------      ------------
Total other income\(expense)                                (10,705           (28,395)          (40,459)         (376,782)
                                                       ------------      ------------      ------------      ------------
LOSS FROM CONTINUING OPERATIONS
    BEFORE INCOME TAXES                                    (119,533)         (115,484)         (284,872)         (575,641)

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

NET LOSS FROM CONTINUING OPERATIONS                    $   (119,533)     $   (115,484)     $   (284,872)     $   (575,641)
                                                       ============      ============      ============      ============

PRO FORMA NET LOSS PER COMMON SHARE
    Basic                                              $      (0.01)     $      (0.01)     $      (0.03)     $      (0.06)
                                                       ============      ============      ============      ============
    Diluted                                            $      (0.01)     $      (0.01)     $      (0.03)     $      (0.06)
                                                       ============      ============      ============      ============

PRO FORMA WEIGHTED AVERAGE COMMON SHARES
    Basic                                                10,050,000        10,050,000        10,050,000        10,050,000
    Diluted                                              10,050,000        10,050,000        10,050,000        10,050,000


                     The accompanying notes are an integral part of the condensed financial statements.
</TABLE>
                                       3
<PAGE>

                               SPEECHSWITCH, INC.
                  CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)


<TABLE><CAPTION>
                                                           For the Six Months Ended
                                                                   June 30,
                                                        ------------------------------
                                                            2005              2004
                                                        ------------      ------------
<S>                                                     <C>               <C>
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                             $   (284,872)     $   (575,641)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Amortization of other intangibles                           1,200              --
   Changes in certain assets and liabilities:
           Accounts receivable                                (3,763)          (27,124)
           Inventory                                          (1,664)              110
           Costs in excess of billing                           --               1,165
           Accounts payable and accrued liabilities           15,715              --
           Deferred revenue                                      744             9,052
           Related party accounts                             61,366              --
                                                        ------------      ------------
Total (cash used) in operating activities                   (211,274)         (592,438)
                                                        ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Allocation of costs by iVoice, Inc                           --             592,438
   Net proceeds from notes payable                           200,000              --
                                                        ------------      ------------
Total cash provided by financing activities                  200,000           592,438
                                                        ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                    (11,274)             --

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD              576,232              --
                                                        ------------      ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD               $    564,958      $       --
                                                        ============      ============
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                     $       --        $       --
                                                        ============      ============
   Income taxes                                         $       --        $       --
                                                        ============      ============






  The accompanying notes are an integral part of the condensed financial statements.
</TABLE>
                                       4
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


NOTE 1 - BACKGROUND

         The unaudited interim financial statements included herein have been
prepared by SpeechSwitch, Inc. ("SpeechSwitch" or the "Company"), pursuant to
the rules and regulations of the Securities and Exchange Commission (the "SEC").
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted as allowed by
such rules and regulations, and the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these financial statements be read in conjunction with the December 31, 2004
audited financial statements and the accompanying notes thereto filed with Form
SB-2 recently filed with the SEC. While management believes the procedures
followed in preparing these financial statements are reasonable, the accuracy of
the amounts are in some respects dependent upon the facts that will exist, and
procedures that will be accomplished by the Company later that year.

         The management of the Company believes that the accompanying unaudited
financial statements contain all adjustments (including normal recurring
adjustments) necessary to present fairly the operations and cash flows for the
periods presented.

         SpeechSwitch was incorporated under the laws of New Jersey on November
10, 2004 as a wholly owned subsidiary of iVoice, Inc. ("iVoice"). The Company
received by assignment all of the interests in and rights and title to, and
assumed all of the obligations of, all of the agreements, contracts,
understandings and other instruments of iVoice Technology 3, Inc., a Nevada
corporation and affiliate of the Company. When we refer to or describe any
agreement, contract or other written instrument of the Company in these notes,
we may also be referring to an agreement, contract or other written instrument
that had been entered into by iVoice Technology 3 and thereafter assigned to the
Company.

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

         The Spin-off transaction was accomplished, on August 5, 2005, by the
assignment, contribution and conveyance of certain intellectual property,
representing the software codes of speech recognition, and certain accrued
liabilities and related party debt into SpeechSwitch (the "Spin-off"). The Class
A Common Stock shares of the Company were distributed to iVoice shareholders in
the form of a taxable special dividend distribution.

         In conjunction with the Spin-off, SpeechSwitch entered into a temporary
administrative service agreement with iVoice. This agreement terminate upon
completion of the Spin-off. However, should SpeechSwitch be unable to replace
any or all of the services currently being provided by iVoice under the
administrative services agreement, following the Spin-off, the administrative
services agreement will be continued with respect to those services on a
month-to-month basis. iVoice presently continues to provide administrative
services to the Company.

                                        5
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

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

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

NOTE 2 - BUSINESS OPERATIONS

         The Company will continue to develop, market and license the lines of
business relating to iVoice's Speech-Enabled Auto Attendant, Name Dialer and
Speech Software Developers Kit (Speech SDK) products, which were developed by
iVoice. Speech recognition is used to recognize what a person says, and through
the use of natural language understanding, derives the meaning of what is said.
The Company also offers a range of support services that enable its customers
and channel partners to develop voice-driven applications that use the Company's
software.

NOTE 3 - GOING CONCERN

         The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplates continuation of the Company as a going concern. The Company's
previous financial results and operations were reflected in the consolidated
financial statements and accounting records of iVoice, and reflected significant
assumptions and allocations. The Company has relied on iVoice for
administrative, management, research and other services. These financial
statements do not necessarily reflect the financial position, results of
operations, and cash flows of the Company had it been a stand alone Company.

         As of June 30, 2005, the Company had a net loss, a negative cash flow
from operations, as well as negative working capital. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Therefore, recoverability of a major portion of the recorded asset amounts shown
in the accompanying balance sheets is dependent upon continued operations of the
Company, which in turn, is dependent upon the Company's ability to raise capital
and/or generate positive cash flow from operations.

         In order to provide necessary working capital, in August 2004, the
Company entered into a subscription agreement, pursuant to which the Company
issued $400,000 of secured convertible debentures in August 2004, and an
additional $400,000 of secured convertible debentures, in November 2004, around
the time of filing of the registration statement for the distribution of the
Class A Common Stock pursuant to the Spin-off, On February 28, 2005, convertible
debentures equal in principal to $800,000 were terminated and replaced with a
secured promissory note in the amount of $1,000,000 ($800,000 representing
replacement notes and $200,000 representing new financing).

         The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

                                        6
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

         The accompanying financial statements have been derived from the
consolidated financial statements and accounting records of iVoice using the
historical results of operations and historical basis of assets and liabilities
of the Company's speech recognition software business. Management believes the
assumptions underlying the financial statements are reasonable. However, the
financial statements included herein may not necessarily reflect the Company's
results of operations, financial position, and cash flows in the future or what
its results of operations, financial position and cash flows would have had the
Company been a stand-alone company during the periods presented.

b) Use of Estimates

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

c) Software License Costs

         Software license costs are recorded at cost, which approximates fair
market value as of the date of purchase. These costs represent the purchase of
various exploitation rights to certain software, pre-development codes and
systems developed by a non-related third party. These costs are capitalized
pursuant to Statement of Financial Accounting Standards ("SFAS") 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed".
The Company has adopted SFAS No. 121. The carrying value of software license
costs are regularly reviewed by the Company and a loss would be recognized if
the value of the estimated non-discounted cash flow benefit related to the asset
falls below the unamortized cost. Historically, the Speech-Enabled Auto
Attendant, Name Dialer and Speech SDK technology has produced limited sales
revenue. However, management believes that the limited sales generated result
from a lack of application of Company sales and marketing resources to the
software, It is management's plan to devote such resources to its software
technology to recognize the technology's potential value and therefore, no
impairment loss has been recorded.

d) Revenue Recognition

         The Company derives its revenues from the licensing of its software
product and optional customer support (maintenance) service. The Company's
standard license agreement provides for a one-time fee for use of the Company's
product in perpetuity for each computer or CPU in which the software will
reside. The Company's software application is fully functional upon delivery and
implementation and does not require any significant modification or alteration.
The Company also offers customers an optional annual software maintenance and
support agreement for the subsequent one-year periods. Such maintenance and
support services are free for the first year the product is licensed and is
considered the warranty period. The software maintenance and support agreement
provides free software updates, if any, and technical support the

                                        7
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

customer may need in deploying or changing the configuration of the software.
Generally, the Company does not license its software in multiple element
arrangements whereby the customer purchases a combination of software and
maintenance. In a typical arrangement, software maintenance services are sold
separately from the software product; are not considered essential to the
functionality of the software and are purchased at the customer's option upon
the completion of the first year licensed.

         The Company does not offer any special payment terms or significant
discount pricing. Normal and customary payment terms require payment for the
software license fees when the product is shipped. Payment for software
maintenance is due prior to the commencement of the maintenance period. It is
also the Company's policy to not provide customers the right to refund any
portion of its license fees. The Company accepts Visa and MasterCard as well as
company checks.

         With respect to the sale of software license fees, the Company
recognizes revenue in accordance with Statement of Position 97-2, Software
Revenue Recognition (SOP 97-2), as amended, and generally recognizes revenue
when all of the following criteria are met: (1) persuasive evidence of an
arrangement exists generally evidenced by a signed, written purchase order from
the customer, (2) delivery of the software product on Compact Disk (CD) or other
means to the customer has occurred, (3) the perpetual license fee is fixed or
determinable and (4) collectibility, which is assessed on a customer-by-customer
basis, is probable.

         With respect to customer support services, upon the completion of one
year from the date of sale, considered to be the warranty period, the Company
offers customers an optional annual software maintenance and support agreement
for subsequent one-year periods. Sales of purchased maintenance and support
agreements are recorded as deferred revenue and recognized over the respective
terms of the agreements.

e) Product Warranties

         The Company estimates its warranty costs based on historical warranty
claims experience in estimating potential warranty claims. Due to the limited
sales of the Company's products, management has determined that warranty costs
are immaterial and has not included an accrual for potential warranty claims.
Presently, costs related to warranty coverage are expensed as incurred. Warranty
claims are reviewed quarterly to verify that warranty liabilities properly
reflect any remaining obligation based on the anticipated expenditures over the
balance of the obligation period.

f) Research and development costs

         Research and development costs will be charged to operations as
incurred.

g) Inventory

         Inventory, consisting primarily of system components such as computer
components, voice cards, and monitors, is valued at the lower of cost or market.
Cost is determined on a first-in, first-out basis.

h) Income Taxes

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

                                        8
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

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.

         The Company, not being a separate reporting entity, will not receive
any benefit from the approximately $2,800,000 net operating loss allocated to
the speech recognition software business contained in these financial
statements.

i) Organization Costs

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

j) Intangible Assets

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

k) Earnings Per Share

         SFAS No. 128, "Earnings Per Share" requires presentation of basic
earnings per share ("basic EPS") and diluted earnings per share ("diluted EPS").

         The computation of basic pro forma EPS is computed by dividing income
available to common shareholders by the number of shares issued in connection
with the Company's proposed spin-off from iVoice, Inc. Diluted earnings per
share gives effect to all dilutive potential Common shares outstanding during
the period. The computation of diluted EPS does not assume conversion, exercise
or contingent exercise of securities that would have an anti-dilutive effect on
earnings resulting from the Company's net loss position. The shares used in the
computation are as follows:

                       For the three months ended     For the six months ended
                      June 30, 2005  June 30, 2004  June 30, 2005  June 30, 2004
                      -------------  -------------  -------------  -------------
Pro Forma Basis and
  diluted purposes      10,050,000     10,050,000     10,050,000     10,050,000

                                        9
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

l) Comprehensive Income

         SFAS No. 130, "Reporting Comprehensive Income", establishes standards
for the reporting and display of comprehensive income and its components in the
financial statements. The items of other comprehensive income that are typically
required to be displayed are foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments in debt and
equity securities, As of June 30, 2005, the Company has no items that represent
comprehensive income, and thus, has not included a statement of comprehensive
income.

m) Recent Accounting Pronouncements

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

         In December 2003, the FASB issued a revision to SFAS No. 132
"Employers' Disclosures about Pensions and Other Post retirement Benefits." This
revised statement requires additional annual disclosures regarding types of
pension plan assets, investment strategy, future plan contributions, expected
benefit payments and other items. The statement also requires quarterly
disclosure of the components of net periodic benefit cost and plan
contributions. This currently has no effect on the Company.

         On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company will implement the
revised standard in the fourth quarter of fiscal year 2005. Currently, the
Company accounts for its share-based payment transactions under the provisions
of APB 25, which does not necessarily require the recognition of compensation
cost in the financial statements (note 3(d)). Management is assessing the
implications of this revised standard, which may materially impact the Company's
results of operations in the fourth quarter of fiscal year 2005 and thereafter.

NOTE 5 - INTANGIBLE ASSETS

         Intangible assets consist of accumulated costs incurred with respect to
the Company's patent filings originally paid for by iVoice for $24,000 in May
and December 2003. The asset is reflected at its original cost net of
accumulated amortization of $10,800, from the date acquired by iVoice. The asset
is being amortized over a 20-year period.

                                       10
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

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

NOTE 6 - RELATED PARTY TRANSACTIONS

         During the six months ended June 30, 2004, iVoice allocated operating
costs of $592,438 to SpeechSwitch. These allocations are reflected in the
selling, general and administrative, cost of revenue and research and
development line items in our statements of operations. The general corporate
expense allocation is primarily for cash management, selling expense, legal,
accounting, tax, insurance, public relations, advertising, transfer agents, and
human resources. Other general categories of operating expense, as well as other
income and expense, have been allocated to SpeechSwitch by iVoice based upon a
ratio of revenue of SpeechSwitch over total iVoice revenue for the applicable
periods. Management believes the costs of these services charged are a
reasonable representation of the costs that would have been incurred if
SpeechSwitch had performed these functions as a stand-alone company.

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

NOTE 7 - INCOME TAXES

         The reconciliation of the effective income tax rate to the Federal
Statutory rate is as follows:

              Federal Income Tax Rate                               (34.0)%
              Deferred Tax charge (Credit)                            0.0 %
              Effect on Valuation Allowance                          38.1 %
              State Income Tax, Net of Federal Benefits             ( 4.1)%
              Effective Income Tax Rate                               0.0 %

         Prior to the Spin-off, the Company was included as part of iVoice's
consolidated federal income tax return. The Company has established a 100%
valuation allowance for its deferred tax assets.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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

                                       11
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

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

         As of November 8, 2004, the Company entered into a one year employment
contract with Bruce R. Knef to as President, Chief Executive Officer And
Principal Financial Officer. The Company will pay Mr. Knef a base salary of
$85,000 during the term. Mr. Knef can earn bonuses based on the Company
achieving certain levels of sales and profitability and will also be entitled to
certain bonuses based on mergers and acquisitions completed by the Company.

The Company entered into a five-year employment agreement with Jerome Mahoney,
its non-executive Chairman of the Board of Directors, effective August 3, 2004.
The Company will compensate Mr. Mahoney with a base salary of $85,000 for the
first year with annual increases based on the Consumer Price Index. Mr. Mahoney
has agreed to accept compensation pursuant to this Employment Agreement in the
form of Class B Common Stock, par value $.01 per share, in lieu of cash, for as
long as the Board of Directors decides, in its sole discretion, that the Company
does not have the financial resources to pay him in cash. The number of Class B
Common Stock shares to be issued Mr. Mahoney shall be equal to one share of
Class B Common Stock for every dollar of compensation due and owing the
Executive. Mr. Mahoney will also be entitled to certain bonuses based on mergers
and acquisitions completed by the Company.

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

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

                                       12
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

NOTE 9 - CAPITAL STOCK

         Pursuant to SpeechSwitch's certificate of incorporation, as amended,
the Company is authorized to issue 10,000,000,000 shares of Class A Common
Stock, no par value per share, 50,000,000 shares of Class B Common Stock, par
value $0.01 per share, 20,000,000 shares of Class C Common Stock, par value
$0.01 per share, and 1,000,000 shares of Preferred Stock, par value of $1.00 per
share. Below is a description of SpeechSwitch's outstanding securities,
including Class A Common Stock, Class B Common Stock, Class C Common Stock, and
Preferred Stock.

a) Class A Common Stock

         As of June 30, 2005, there were 10,000,000,000 shares of Class A Common
Stock authorized, no par value, and 100 shares issued and outstanding. On August
4, 2005, the Company effected a 100,500-for-one forward stock split of the Class
A Common Stock increasing the issued and outstanding shares to 10,050,000.

         Each holder of Class A Common Stock is entitled to receive ratably
dividends, if any, as may be declared by the Board of Directors out of funds
legally available for payment of dividends. The Company has never paid any
dividends on its common stock and does not contemplate doing so in the
foreseeable future. The Company anticipates that any earnings generated from
operations will be used to finance its growth objectives.

b) Class B Common Stock

         As of June 30, 2005, there are 50,000,000 shares of Class B Common
Stock authorized, par value $.01 per share. Each holder of Class B Common Stock
has voting rights equal to 100 shares of Class A Common Stock. A holder of Class
B Common Stock has the right to convert each share of Class B Common Stock into
the number of shares of Class A Common Stock determined by dividing the number
of Class B Common Stock being converted by a 20% discount of the lowest price
that SpeechSwitch, Inc. had ever issued its Class A Common Stock. Upon our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions. As of June 30, 2005, no shares were issued or
outstanding.

c) Class C Common Stock

         As of June 30, 2005, there are 20,000,000 shares of Class C Common
Stock authorized, par value $.01 per share. Each holder of Class C Common Stock
is entitled to 1,000 votes for each share held of record. Shares of Class C
Common Stock are not convertible into Class A Common Stock. Upon liquidation,
dissolution or wind-up, the holders of Class C Common Stock are not entitled to
receive our net assets pro rata. As of June 30, 2005, no shares were issued or
outstanding.

                                       13
<PAGE>

                               SPEECHSWITCH, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

d) Preferred Stock

         SpeechSwitch is authorized to issue 1,000,000 shares of Preferred
Stock, par value $1.00 per share. As of June 30, 2005, SpeechSwitch has not
issued any shares of Preferred Stock.


































                                       14
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS

         You should read the following discussion in conjunction with our
audited financial statements and related notes included in the Form SB-2
previously filed with the SEC. Our fiscal year currently ends on December 31,
and each of our fiscal quarters ends on the final day of a calendar quarter
(each March 31, June 30 and September 30). The following discussion contains
forward-looking statements. Please see "Cautionary Statement Regarding
Forward-Looking Statements" for a discussion of uncertainties, risks and
assumptions associated with these statements.

OVERVIEW

         Prior to August 5, 2005, the Company's previous financial results and
operations were reflected in the consolidated financial statements and
accounting records of iVoice, and reflected significant assumptions and
allocations. These financial statements do not necessarily reflect the financial
position, results of operations and cash flows of SpeechSwitch had it been a
stand-alone entity.

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

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

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

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

                                       15
<PAGE>

Cornell Capital Partners pursuant to the Securities Act of 1933, as amended.
[See "Liquidity and Capital Resources"] If SpeechSwitch cannot fund its working
capital needs under the SEDA with Cornell Capital Partners, we will be unable to
obtain sufficient capital resources to operate our business, and have no other
plans to obtain alternative financing. We cannot assure you that we will be able
to access any financing in sufficient amounts or at all when needed. Our
inability to obtain sufficient working capital funding will have an immediate
material adverse effect upon our financial condition and our business.

SEPARATION FROM IVOICE

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

         On November 11, 2004, SpeechSwitch received by assignment all of the
interests in and rights and title to, and assumed all of the obligations of, all
of the agreements, contracts, understandings and other instruments of iVoice
Technology 3, Inc., a Nevada corporation and affiliate of SpeechSwitch. These
agreements, contracts, understandings and other instruments consisted of the
documentation relating to the issuance of the secured convertible debentures and
the equity line of credit, the employment agreements with Messrs. Mahoney and
Knef and the administrative services agreement. Since this assignment, iVoice
Technology 3 has no operating business, assets or known liabilities, and is
currently in the process of being dissolved. When we refer to or describe any
agreement, contract or other written instrument of SpeechSwitch, we are
referring to an agreement, contract or other written instrument that had been
entered into by iVoice Technology 3 and assigned to SpeechSwitch.

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

         SpeechSwitch will operate the speech recognition software business.
However, management is uncertain that sufficient cash to sustain its operations
will be generated in the next twelve months, or beyond, by the sales activity of
the speech recognition software business. SpeechSwitch intends to use a portion
of the proceeds from any financing arrangements, on sales and marketing efforts
for its speech recognition software products. It is unclear whether such efforts
will result in a reasonably successful operating business due to iVoice's
previous lack of sales and marketing efforts on its speech recognition software
products, SpeechSwitch's lack of operating history, the current economic
environment and, more specifically, the uncertainty of the telecommunications
market.

         As of August 5, 2005, iVoice assigned, contributed and conveyed to
SpeechSwitch corporate assets, liabilities and expenses related to the speech
recognition software business, including the speech recognition software and all
intellectual property of iVoice relating to the speech recognition software
business and the assignment of iVoice's existing agreements and arrangements
with dealers and resellers. This assignment, contribution and conveyance of
assets, liabilities and expenses will be based on an estimate of the proportion
of such amounts allocable to SpeechSwitch, utilizing such factors as total
revenues, employee headcount and other relevant factors. SpeechSwitch believes
that these allocations have been made on a reasonable basis.

                                       16
<PAGE>

SpeechSwitch believes that all costs allocated to SpeechSwitch are a reasonable
representation of the costs that SpeechSwitch would have incurred if
SpeechSwitch had performed these functions as a stand-alone company.

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

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

         All revenues reported by SpeechSwitch are derived from the license of
our speech recognition software products. Total revenues for the three months
ended June 30, 2005 and June 30, 2004 were $30,782 and $29,125, respectively.
The speech recognition software business has only operated as a division and/or
subsidiary of iVoice and has never operated on a stand-alone basis. The low
sales volume of the speech recognition software business is attributable to the
minimal resources made available by iVoice for the sales and marketing of the
speech recognition software products. Management feels that the sales of the
speech recognition software products may increase if greater financial and
operational resources are made available for the sales and marketing of the
products. If SpeechSwitch can obtain funds under the SEDA, SpeechSwitch will be
able to devote more resources to operating the business. See "Liquidity and
Capital Resources.

         Gross margin for the three months ended June 30, 2005 and June 30, 2004
was $17,421 (56.6%) and $17,261 (59.3%), respectively. The decrease in gross
margin percentage is a result of a change in the hardware and software mix being
sold. In the three months ending June 30, 2005, SpeechSwitch provided a greater
mix of hardware for turnkey systems, which has a lower gross margin percentage
than the sales of software products and maintenance contracts. The overall
increase in gross margin is primarily due to the slightly higher sales.

         Total operating expenses increased to $126,249 for the three months
ended June 30, 2005 from $104,350 for the three months ended June 30, 2004, an
increase of $21,899, or 21%. This increase in the current three months is
primarily attributable to the hiring of the full-time president in the 4th
quarter of 2004 and to the redirection of resources to research and development.
This increase was partially offset by reductions in general and administration
and amortization expenses.

         The loss from continuing operations before other income (expense) for
the three months ended June 30, 2005 was $108,828 compared to a loss of $87,089
for the three months ended June 30, 2004, an increase in the loss of $21,739. As
discussed above, this increase in the loss was primarily attributable to hiring
of the full-time president of SpeechSwitch and the redirection of resources to
research and development.

         Total other income (expense) for the three months ended June 30, 2005
were $10,705, as compared to $28,395 for the three months ending June 30, 2004,
a decrease of $17,690. During the three months ending June 30, 2005,
SpeechSwitch recorded $12,466 of interest expense and $1,761 of interest income.
In the three months ending June 30, 2004, iVoice, Inc. allocated $44,658 for
financing costs, $2,321 for interest

                                       17
<PAGE>

expenses and $18,584 for other income to SpeechSwitch. The allocated finance
costs were for stock issued and fees paid to Cornell Capital Partners for
initial and additional financing arrangements. The allocated other income was
primarily from interest earned on the cash accounts. The allocated interest
expense was for accrued interest on related party debts.

         Net loss for the three months ending June 30, 2005 was $119,533 as
compared to a loss of $115,484 for the three months ending June 30, 2004. The
increase in net loss of $4,049 was the result of the factors discussed above.

SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004

         All revenues reported by SpeechSwitch are derived from the license of
our speech recognition software products. Total revenues for the six months
ended June 30, 2005 and June 30, 2004 were $45,992 and $58,907, respectively.
The speech recognition software business has only operated as a division of
iVoice and has never operated on a stand-alone basis. The low sales volume of
the speech recognition software business is attributable to the minimal
resources made available by iVoice for the sales and marketing of the speech
recognition software products. Management feels that the sales of the speech
recognition software products may increase if greater financial and operational
resources are made available for the sales and marketing of the products. If
SpeechSwitch can obtain funds under the SEDA, SpeechSwitch will be able to
devote more resources to operating the business. See "Liquidity and Capital
Resources.

         Gross margin for the six months ended June 30, 2005 and June 30, 2004
was $25,263 (54.9%) and $35,157 (59.7%), respectively. The decrease in gross
margin percentage is a result of a change in the hardware and software mix being
sold. In the six months ending June 30, 2005, SpeechSwitch provided a greater
mix of hardware for turnkey systems, which has a lower gross margin percentage
than the sales of software products and maintenance contracts. The overall
decrease in gross margin is primarily due to the lower sales.

         Total operating expenses increased to $269,676 for the six months ended
June 30, 2005 from $234,016 for the six months ended June 30, 2004, an increase
of $35,660, or 15.2%. This increase in the current six months is primarily
attributable to the hiring of the full-time president and part-time Board member
in the 4th quarter of 2004. In addition, research and development expenses
increased reflecting the redirection of resources to this area. These increases
were partially offset by reductions in amortization expenses.

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

         The loss from continuing operations before other income (expense) for
the six months ended June 30, 2005 was $244,413 compared to a loss of $198,859
for the six months ended June 30, 2004, an increase in the loss of $45,554. As
discussed above, this increase in the loss was attributable to lower sales, new
hirings in 2004 and the redirection of resources to research and development.

         Total other income (expense) for the six months ended June 30, 2005
were $40,459, as compared to $376,782 for the six months ending June 30, 2004, a
decrease of $336,323. During the six months ending June 30, 2005, SpeechSwitch
recorded $23,487 of interest expense, $20,000 financing costs on the issuance of
$200,000 of secured convertible debentures, and $3,028 of interest income. In
the six months ending June 30, 2004, iVoice, Inc. allocated $399,356 for
financing costs, $4,833 for interest expenses and $27,407 for other income to
SpeechSwitch. The allocated finance costs were for stock issued and fees paid to
Cornell

                                       18
<PAGE>

Capital Partners for initial and additional financing arrangements. The
allocated other income was primarily from interest earned on the cash accounts.
The allocated interest expense was for accrued interest on related party debts.

         Net loss for the six months ending June 30, 2005 was $284,872 as
compared to a loss of $575,641 for the six months ending June 30, 2004. The
decrease in net loss of $290,769 was the result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

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

         If we satisfy necessary conditions under the SEDA, we intend to sell
shares of our Class A Common Stock as soon as possible to generate capital
necessary to sustain our operations. On August 12 and November 19, 2004,
SpeechSwitch issued an aggregate of $800,000 in secured convertible debentures,
with interest payable at 5% per annum, to Cornell. On February 28, 2005,
SpeechSwitch's obligations under the secured convertible debentures were
terminated and replaced with a secured promissory note of the same principal
amount with an additional loan of $200,000 bringing the promissory note to an
aggregate principal of $1 million. These promissory notes accrue interest at
rate of 12% per annum, but are not convertible into any equity security of
SpeechSwitch. In connection with the issuances of the secured convertible
debentures, SpeechSwitch paid a fee to Cornell equal to 10% of the aggregate
principal amount of the debentures. When the secured convertible debentures were
terminated, SpeechSwitch received a credit for fees that would otherwise have
been payable upon the issuance of the $800,000 in replacement notes.
SpeechSwitch paid Cornell Capital Partners a fee of $20,000 in connection with
its $200,000 additional borrowing. The Company's obligations under the secured
promissory note issued to Cornell Capital Partners are secured by a first
priority security interest in substantially all of our assets. iVoice has also
guaranteed the payment of all amounts payable by SpeechSwitch pursuant to the
secured promissory note. This guaranty terminated on August 5, 2005.

         On March 9, 2005, SpeechSwitch received a non-binding letter of intent
from Cornell Capital Partners whereby Cornell Capital Partners offered, subject
to satisfaction of certain conditions, to purchase shares of SpeechSwitch's
common stock upon the terms set forth in the non-binding letter of intent and
the definitive documentation to be executed after satisfaction of those closing
conditions. On August 30, 2005, SpeechSwitch executed a Standby Equity
Distribution Agreement with Cornell, pursuant to which SpeechSwitch may, from
time to time, issue and sell to Cornell Capital Partners our Class A Common
Stock for a total purchase price of up to $10.0 million. The purchase price for
the shares is 95% of the market price, which is defined as the lowest closing
bid price of the Class A Common Stock during the five consecutive trading days
following the date that SpeechSwitch delivers to Cornell a notice requiring it
to advance funds to us. A cash fee equal to six percent (6%) of the cash
proceeds of the draw down is also payable at the time of funding. In addition,
Cornell is entitled to receive, as additional compensation, the number of shares
of Class A Common Stock equal to one and one half percent (1.5%) of the number
of shares of Class A Common Stock outstanding on the date that a registration
statement in respect of the shares to be distributed pursuant to the SEDA
becomes effective.

         However, Cornell is under no obligation to purchase any shares of Class
A Common Stock unless the shares to be purchased by Cornell have been registered
for resale under the Securities Act of 1933, as amended. If SpeechSwitch cannot
satisfy the requirements for Cornell to purchase the Class A Common

                                       19
<PAGE>

Stock under the terms of the SEDA, we will not be able to obtain sufficient
capital resources to operate our business, and we have no current plans to
obtain alternative financing. We cannot assure you that we will be able to
access any financing in sufficient amounts or at all when needed. Our inability
to obtain sufficient financing would have an immediate material adverse effect
on our financial condition and our business. Management believes that its
going-forward expenses for the twelve months following the date of the Spin-off,
August 5, 2005, will be approximately $466,000, which includes salaries for
SpeechSwitch's officers and employees, and, assuming SpeechSwitch has no
revenues in such period, SpeechSwitch expects to incur liabilities, for the year
ending December 31, 2005, of approximately $466,000. Management has no current
plan to hire additional employees, perform additional research and development
or purchase additional equipment or services beyond the requirements of the
administrative services agreement with iVoice. Management believes that the
deficiency between the Company's expenses and net revenues will be more than
covered by the cash available from the proceeds of the secured promissory note.
If there are additional deficiencies that are in excess of the proceeds of the
secured promissory note, and SpeechSwitch is unable to obtain funds from the
sale of our Class A Common Stock to Cornell, management believes that
SpeechSwitch can limit its operations, defer payments to management and maintain
its business at nominal levels until it can identify alternative sources of
capital.

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

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

         SpeechSwitch assumed from iVoice an outstanding promissory note in the
amount of $190,000 payable to Jerry Mahoney. This amount is related to funds
that had been loaned to iVoice in July 2000 that were used to develop the
automated speech attendant software business. The amount of $190,000 includes
approximately $32,110 for interest on the original loan from Jerry Mahoney to
iVoice. Pursuant to the terms of the promissory note, SpeechSwitch, for value
received, will pay to Mr. Mahoney the principal sum of $190,000 that will bear
interest at the prime rate plus 2% per annum on the unpaid balance until paid or
until default. Interest payments will be due annually. All accrued interest
becomes due on the date of any payment of the promissory note. At the time of
default (if any) the interest rate shall increase to 20% until the principal
balance has been paid. Under the terms of the promissory note, at the option of
the note holder, principal and interest can be converted into either (i) one
share of Class B Common Stock of SpeechSwitch, par value $0.01, for each dollar
owed, (ii) the number of shares of Class A Common Stock of SpeechSwitch
calculated by dividing (x) the sum of the principal and interest that the note
holder has requested to have prepaid by (y) eighty percent (80%) of the lowest
issue price of Class A Common Stock since the first advance of funds under this
note, or (iii) payment of the principal of this note, before any repayment of
interest. SpeechSwitch has yet to record this liability on its financial
statements, as the promissory note was not assumed by SpeechSwitch until August
5, 2005.

         Mr. Mahoney agreed to forego receiving any shares of SpeechSwitch Class
A Common Stock he would have been entitled to receive in the Spin-off by virtue
of his ownership of either iVoice Class A Common Stock or iVoice Class B Common
Stock.

                                       20
<PAGE>

         SpeechSwitch has entered into employment contracts with Jerome Mahoney,
its Non-Executive Chairman of the Board of Directors and Bruce Knef, its
President, Chief Executive Officer and Chief Financial Officer. As
consideration, SpeechSwitch agreed to pay Mr. Mahoney the sum of $85,000 the
first year with an annual increase based on the Consumer Price Index every year
thereafter. Mr. Mahoney will also be entitled to incentive compensation based
upon acquisitions completed by SpeechSwitch. The employment agreement with Mr.
Mahoney provides for a severance payment to him of three hundred percent (300%),
less $100, of his gross income for services rendered to SpeechSwitch in each of
the five prior calendar years (or shorter period during which Mr. Mahoney shall
have been employed by SpeechSwitch) should his employment be terminated
following a change in control, as defined in the employment agreement.

         SpeechSwitch entered into an employment agreement as of November 8,
2004 with Mr. Knef. Mr. Knef will serve as SpeechSwitch's President, Chief
Executive Officer and Principal Financial Officer for a term of one year. As
consideration, SpeechSwitch agreed to pay Mr. Knef a base salary of $85,000
during the term. SpeechSwitch also agreed to pay Mr. Knef incentive compensation
based on the amount of total revenues collected by the Company.

         During the six months ended June 30, 2005, the Company had a net
decrease in cash of $11,274. The Company's principal sources and uses of funds
were as follows:

         CASH USED BY OPERATING ACTIVITIES. The Company used $211,274 in cash
for operating activities in the six months ended June 30, 2005. This was
primarily the result of the cash used to fund the loss from current operating
activities.

         CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the six
months ended June 30, 2005 provided a total of $200,000 in cash. This consisted
of net proceeds from the issuance of the secured promissory note under the
financing with Cornell Capital Partners.


FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

         Certain statements in this report on Form 10-QSB contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Act of 1995. These statements are typically identified by their
inclusion of phrases such as "the Company anticipates", or "the Company
believes", or other phrases of similar meaning. These forward-looking statements
involve risks and uncertainties and other factors that may cause the actual
results, performance or achievements to differ from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Except for the historical information and statements contained in
this Report, the matters and items set forth in this Report are forward looking
statements that involve uncertainties and risks some of which are discussed at
appropriate points in the Report and are also summarized as follows:

RISKS RELATED TO OUR BUSINESS

SPEECHSWITCH WILL FACE MANY OF THE DIFFICULTIES THAT COMPANIES IN THE EARLY
STAGE MAY FACE.

         As a result of the Company's limited operating history, the currently
difficult economic conditions of the telecommunications marketplace and the
emerging nature of the speech recognition software industry, it may be difficult
for you to assess our growth and earnings potential. The Company believes that
due primarily to the relatively brief time its Speech-Enabled Auto Attendant,
Name Dialer and Speech SDK

                                       21
<PAGE>

products have been available to the general public, there has not yet been
developed, implemented and demonstrated a commercially viable business model
from which to successfully operate any form of business that relies on the
products and services that we intend to market, sell, and distribute. Therefore,
we have faced many of the difficulties that companies in the early stages of
their development in new and evolving markets often face as they are described
below. We may continue to face these difficulties in the future, some of which
may be beyond our control. If we are unable to successfully address these
problems, our future growth and earnings will be negatively affected.

SPEECHSWITCH HAS NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND MAY
BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.

         Although iVoice has operated as a reporting public company since 2000
and has sold computerized telephony software since 1997, SpeechSwitch does not
have an operating history as an independent public company. Historically, since
the businesses that comprise each of SpeechSwitch and iVoice have been under one
ultimate parent, they have been able to rely, to some degree, on the earnings,
assets, and cash flow of each other for capital requirements. After the
Spin-off, SpeechSwitch will be able to rely only on the speech recognition
software business for such requirements. iVoice has operated the Speech
recognition software business since the first quarter of 2000. The speech
recognition software business has operated at a loss in the past for iVoice, and
as an independent company such losses may continue or increase. Additionally,
SpeechSwitch's business has relied on iVoice for financial, administrative and
managerial expertise in conducting its operations. Following the Spin-off,
SpeechSwitch will maintain its own credit and banking relationships and perform
its own financial and investor relations functions. SpeechSwitch may not be able
to successfully put in place the financial, administrative and managerial
structure necessary to operate as an independent public company, and the
development of such structure will require a significant amount of management's
time and other resources.

IVOICE'S OPERATIONS DEMONSTRATE A HISTORY OF NET LOSSES AND CASH FLOW SHORTFALLS
AND SPEECHSWITCH'S LIKELY WILL AS WELL.

         iVoice, of which SpeechSwitch was a part, has incurred recurring
operating losses. iVoice's speech recognition software business had net losses
of approximately $867,000 and $445,000 for the years ended December 31, 2004 and
2003, respectively, and cash used in operations of approximately $836,000 and
$417,000 for the same periods, respectively. iVoice has been and may, in the
future, be dependent upon outside and related party financing to develop and
market their software products, perform their business development activities,
and provide for ongoing working capital requirements. During the year ended
December 31, 2004 and the three months ending March 31, 2005, substantially all
of this financing has been provided by iVoice, Inc. and Cornell Capital
Partners. There can be no assurance that SpeechSwitch will have operations
separately that fare any better than those of iVoice.

OUR HISTORICAL INFORMATION HAS LIMITED RELEVANCE TO OUR RESULTS OF OPERATIONS AS
A SEPARATE COMPANY.

         The historical financial information we have included in this report
does not reflect what our results of operations, financial position and cash
flows would have been had we been a separate, stand-alone entity during the
periods presented or what our results of operations, financial position and cash
flows will be in the future. This is because iVoice did not account for us as,
and we were not operated as, a single stand-alone business for the periods
presented. For more information about the preparation of our financial
statements from the financial statements of iVoice, see "Summary Consolidated
Financial Information" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

                                       22
<PAGE>

SPEECHSWITCH HAS RECEIVED A GOING CONCERN OPINION FROM ITS INDEPENDENT AUDITORS
THAT DESCRIBES THE UNCERTAINTY REGARDING ITS ABILITY TO CONTINUE AS A GOING
CONCERN.

         SpeechSwitch has received a report from its independent auditors for
the fiscal years ended December 31, 2004 and December 31, 2003 containing an
explanatory paragraph that describes the uncertainty regarding the Company's
ability to continue as a going concern due to its historical negative cash flow
and because, as of the date of the auditors' opinion, the Company did not have
access to sufficient committed capital to meet its projected operating needs for
at least the next 12 months.

         Our consolidated financial statements have been prepared on the basis
of a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. We have not made
any adjustments to our consolidated financial statements as a result of the
going concern modification to the report of our independent registered public
accounting firm. If we become unable to continue as a going concern, we could
have to liquidate our assets, which means that we are likely to receive
significantly less for those assets than the values at which such assets are
carried on our consolidated financial statements. Any shortfall in the proceeds
from the liquidation of our assets would directly reduce the amounts, if any,
that holders of our common stock could receive in liquidation.

         There can be no assurance that management's plans will be successful,
and other unforeseeable actions may become necessary. Any inability to raise
capital may require us to reduce the level of our operations. Such actions would
have a material adverse effect on us, our business and operations and result in
charges that would be material to our business and results of operations.

SPEECHSWITCH'S FUTURE REVENUE AND OPERATING RESULTS ARE UNPREDICTABLE AND MAY
FLUCTUATE, WHICH COULD CAUSE SPEECHSWITCH'S STOCK PRICE TO DECLINE.

         Our short operating history and the rapidly changing nature of the
market in which we compete make it difficult to accurately forecast our revenues
and operating results. Our operating results are unpredictable and we expect
them to fluctuate in the future due to a number of factors. These factors may
include, among others:

         o    the timing of sales of our products and services, particularly in
              light of our minimal sales history;

         o    the introduction of competitive products by existing or new
              competitors;

         o    reduced demand for any given product;

         o    difficulty in keeping current with changing technologies;

         o    unexpected delays in introducing new products, new product
              features and services;

         o    increased or uneven expenses, whether related to sales and
              marketing, product development or administration;

         o    deferral of recognition of our revenue in accordance with
              applicable accounting principles due to the time required to
              complete projects;

         o    the mix of product license and services revenue;

                                       23
<PAGE>

         o    seasonality in the end-of-period buying patterns of foreign and
              domestic software markets;

         o    the market's transition between operating systems; and

         o    costs related to possible acquisitions of technology or
              businesses.

         Due to these factors, forecasts may not be achieved, either because
expected revenues do not occur or because they occur at lower prices or on terms
that are less favorable to us. In addition, these factors increase the chances
that our results could diverge from the expectations of investors and analysts.
If so, the market price of our stock would likely decline.

SPEECHSWITCH HAS IN THE PAST AND MAY IN THE FUTURE SELL ADDITIONAL UNREGISTERED
CONVERTIBLE SECURITIES, POSSIBLY WITHOUT LIMITATIONS ON THE NUMBER OF SHARES OF
COMMON STOCK THE SECURITIES ARE CONVERTIBLE INTO, WHICH COULD DILUTE THE VALUE
OF THE HOLDINGS OF CURRENT STOCKHOLDERS AND HAVE OTHER DETRIMENTAL EFFECTS ON
YOUR HOLDINGS.

         We have relied on the private placement of convertible debentures and
secured promissory notes to obtain working capital and may continue to do so in
the future. As of the date of this registration statement, however, we have
outstanding convertible obligations. The $190,000 promissory note owing to Mr.
Mahoney provides that, at Mr. Mahoney's option, principal and interest due on
the note can be converted into shares of the Company's Class B Common Stock
which is convertible into the number of shares of Class A Common Stock
determined by dividing the number of shares of Class B Common Stock being
converted by a 20% discount of the lowest price at which SpeechSwitch had ever
issued its Class A Common Stock. There is no limit upon the number of shares
that we may be required to issue upon conversion of any of these obligations.

         In order to obtain working capital in the future, we intend to issue
additional equity securities and convertible obligations.

         In the event that the price of our Class A Common Stock decreases, and
our convertible obligations (or any other convertible obligations we may issue)
are converted into shares of our Class A Common Stock,

         o  the percentage of shares outstanding that will be held by these
holders upon conversion will increase accordingly,

         o  increased share issuance, in addition to a stock overhang of an
indeterminable amount, may depress the price of our Class A Common Stock,

         o  the sale of a substantial amount of convertible debentures to
relatively few holders could effectuate a possible change in control of the
Company, and

         o  in the event of our voluntary or involuntary liquidation while the
secured convertible debentures are outstanding, the holders of those securities
will be entitled to a preference in distribution of our property.

         In addition, if the market price declines significantly, we could be
required to issue a number of shares of Class A Common Stock sufficient to
result in our current stockholders not having an effective vote in the election
of directors and other corporate matters. In the event of a change in control of
the Company, it is possible that the new majority stockholders may take actions
that may not be consistent with the objectives or desires of our current
stockholders.

                                       24
<PAGE>

         We are required to convert our existing convertible obligations based
upon a formula that varies with the market price of our common stock. As a
result, if the market price of our Class A Common Stock increases after the
issuance of our convertible obligations, it is possible, that, upon conversion
of our convertible obligations, we will issue shares of Class A Common Stock at
a price that is far less than the then-current market price of our Class A
Common Stock.

         If the market price of our Class A Common Stock decreases after our
issuance of any convertible obligations, upon conversion, we will have to issue
an increased number of shares to the holders of our convertible obligations. Any
sale of convertible obligations may result in a very large conversion at one
time. If we do not have a sufficient number of shares to cover the conversion,
we may have a risk of a civil lawsuit.

         For more information, please see "Potential Dilution Due to Conversion
at Below Market Price."


IF SPEECHSWITCH LOSES THE SERVICES OF ANY KEY PERSONNEL, INCLUDING OUR CHIEF
EXECUTIVE OFFICER OR OUR DIRECTORS, OUR BUSINESS MAY SUFFER.

         We are dependent on our key officers and directors, including Jerome R.
Mahoney and Bruce R. Knef, our Chairman of the Board and our President, Chief
Executive Officer and Chief Financial Officer, respectively. The loss of any of
our key personnel could materially harm our business because of the cost and
time necessary to retain and train a replacement. Such a loss would also divert
management attention away from operational issues. To minimize the effects of
such loss, SpeechSwitch has entered into employment contracts with Jerome
Mahoney and Bruce Knef. However, Mr. Knef's employment agreement has a term of
only one year.

OUR POTENTIAL FUTURE BUSINESS ACQUISITIONS MAY BE UNPREDICTABLE AND MAY CAUSE
OUR BUSINESS TO SUFFER.

         SpeechSwitch may seek to expand its operations through the acquisition
of additional businesses. These potential acquired additional businesses may be
outside the current field of operations of SpeechSwitch. SpeechSwitch may not be
able to identify, successfully integrate or profitably manage any such
businesses or operations. The proposed expansion may involve a number of special
risks, including possible adverse effects on SpeechSwitch's operating results,
diversion of management attention, inability to retain key personnel, risks
associated with unanticipated events and the financial statement effect of
potential impairment of acquired intangible assets, any of which could have a
materially adverse effect on SpeechSwitch's business, financial condition and
results of operations. In addition, if competition for acquisition candidates or
assumed operations were to increase, the cost of acquiring businesses or
assuming customers' operations could increase materially. The inability of
SpeechSwitch to implement and manage its expansion strategy successfully may
have a material adverse effect on the business and future prospects of
SpeechSwitch. Furthermore, through the acquisition of additional businesses,
SpeechSwitch may effect a business acquisition with a target business which may
be financially unstable, under-managed, or in its early stages of development or
growth. While SpeechSwitch may, under certain circumstances, seek to effect
business acquisitions with more than one target business, as a result of its
limited resources, SpeechSwitch, in all likelihood, will have the ability to
effect only a single business acquisition at one time. Currently, SpeechSwitch
has no plans, proposals or arrangements, either orally or in writing, regarding
any proposed acquisitions and is not considering any potential acquisitions.

                                       25
<PAGE>

MEMBERS OF SPEECHSWITCH'S BOARD OF DIRECTORS AND MANAGEMENT MAY HAVE CONFLICTS
OF INTEREST AFTER THE SPIN-OFF; SPEECHSWITCH DOES NOT HAVE ANY FORMAL PROCEDURE
FOR RESOLVING CONFLICTS IN THE FUTURE.

         After the Spin-off, Mr. Mahoney, a member of the board of directors,
will own iVoice shares and have the right to convert $190,000 of indebtedness
into 190,000 shares of SpeechSwitch Class B Common Stock which are convertible
into the number of shares of SpeechSwitch Class A Common Stock determined by
dividing the number of shares of Class B Common Stock being converted by a 20%
discount of the lowest price at which iVoice had ever issued its Class A Common
Stock. In addition, Mr. Mahoney has the right to convert the amount of all
accrued and unpaid interest on such indebtedness into one share of SpeechSwitch
Class B Common Stock for each dollar of accrued and unpaid interest. There is no
limitation on the number of shares of Class A Common Stock we may be required to
issue to Mr. Mahoney upon the conversion of this indebtedness. In addition,
following the Spin-off, we anticipate that Mr. Mahoney, the Chairman of the
Board of SpeechSwitch will also continue to serve as the Chairman of the Board
and Chief Executive Officer of iVoice. These relationships could create, or
appear to create, potential conflicts of interest when SpeechSwitch's directors
and management are faced with decisions that could have different implications
for SpeechSwitch and iVoice. For example, Mr. Mahoney may experience conflicts
of interest with respect to the allocation of his time, services and functions
among iVoice, SpeechSwitch and any other projects. Other examples could include
potential business acquisitions that would be suitable for either SpeechSwitch
or iVoice, activities undertaken by iVoice in the future that could be in direct
competition with SpeechSwitch, or the resolution of disputes arising out of the
agreements governing the relationship between iVoice and SpeechSwitch following
the Spin-off. Also, the appearance of conflicts, even if such conflicts do not
materialize, might adversely affect the public's perception of SpeechSwitch
following the Spin-off. Furthermore, SpeechSwitch does not have any formal
procedure for resolving such conflicts of interest should they arise following
the Spin-off.

SPEECHSWITCH'S INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND
FAILURE TO ADAPT OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS
TO BECOME OBSOLETE.

         We participate in a highly dynamic industry characterized by rapid
change and uncertainty relating to new and emerging technologies and markets.
Future technology or market changes may cause some of our products to become
obsolete more quickly than expected.

SPEECHSWITCH STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION IF FUTURE EQUITY
OFFERINGS ARE USED TO FUND OPERATIONS OR ACQUIRE BUSINESSES.

         On August 30, 2005, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners to provide a $10 million equity line. If
working capital or future acquisitions are financed through the issuance of
equity securities, such as through the possible sale of Class A Common Stock on
the terms of the SEDA from Cornell Capital Partners, SpeechSwitch stockholders
would experience significant dilution. In addition, the conversion of
outstanding debt obligations into equity securities would have a dilutive effect
on SpeechSwitch shareholders. Further, securities issued in connection with
future financing activities or potential acquisitions may have rights and
preferences senior to the rights and preferences of the SpeechSwitch Class A
Common Stock.

         Except for the potential sale of Class A Common Stock to Cornell
Capital Partners on the terms of the SEDA, SpeechSwitch currently has no
expectations or plans to conduct future equity offerings. Management believes
that if the transactions contemplated by the SEDA are consummated, the Company
will have sufficient capital resources to conduct its business as currently
planned over the 12-month period following the Spin-off.

                                       26
<PAGE>

         Cornell Capital Partners is under no obligation to purchase shares of
Class A Common Stock unless certain conditions are satisfied by SpeechSwitch,
including having the registration statement relating to such Class A Common
Stock declared effective. If SpeechSwitch cannot satisfy the requirements for
Cornell Capital Partners to purchase the Class A Common Stock under the terms of
the SEDA, we will not have sufficient capital resources to conduct our business
on a long-term basis, which would have a material adverse effect on us and our
financial condition. Management believes that its going-forward expenses over
the next 12 months will be approximately $466,000 and, assuming that
SpeechSwitch has no revenues, Speech Switch expects to have aggregate
liabilities of approximately $466,000, which includes salaries for
SpeechSwitch's officers and employees for the year ending December 31, 2005.
Management has no current plan to hire additional employees, perform additional
research and development or purchase additional equipment or services beyond the
requirements of the administrative services agreement with iVoice. Management
believes that the deficiency between the Company's expenses and net revenues
will be more than covered by the cash available from the proceeds of the secured
promissory note. If there are additional deficiencies that are in excess of the
proceeds of the secured promissory note, and SpeechSwitch is unable to obtain
funds from the equity line of credit, management believes that SpeechSwitch can
limit its operations, defer payments to management and maintain its business at
nominal levels until it can identify alternative sources of capital.

THE TREND TOWARD CONSOLIDATION IN SPEECHSWITCH'S INDUSTRY MAY IMPEDE ITS ABILITY
TO COMPETE EFFECTIVELY.

         As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.
We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

SPEECHSWITCH FACES INTENSE PRICE-BASED COMPETITION FOR LICENSING OF ITS PRODUCTS
WHICH COULD REDUCE PROFIT MARGINS.

         Price competition is often intense in the software market, especially
for computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future, resulting
in reduced profit margins. Neither iVoice nor SpeechSwitch has experienced any
pressure from price competition on the pricing of its speech recognition
software products in the past, but SpeechSwitch believes that this pressure
could occur in the future.

SPEECHSWITCH MAY BE UNSUCCESSFUL IN ADAPTING TO CHANGES IN THE DYNAMIC
TECHNOLOGICAL ENVIRONMENT OF TELECOMMUNICATIONS IN A TIMELY MANNER.

         Critical issues concerning the commercial use of telecommunications,
including security, reliability, cost, ease of use, accessibility, quality of
service or potential tax or other government regulation, remain unresolved and
may affect the use of telecommunications as a medium to distribute or support
our software products and the functionality of some of our products. If we are
unsuccessful in timely assimilating changes

                                       27
<PAGE>

in the telecommunications environment into our business operations and product
development efforts, our future net revenues and operating results could be
adversely affected.

SPEECHSWITCH MAY BE UNSUCCESSFUL IN CONTINUING EXISTING DISTRIBUTION CHANNELS OR
IN DEVELOPING NEW DISTRIBUTION CHANNELS.

         Due to our limited operating history, we currently offer products
directly to end-users and through dealer and reseller channels established by
iVoice. We intend to assume iVoice's relationships and contractual arrangements
with these dealers and resellers. However, there can be no assurance that these
dealers and resellers will wish to continue their existing arrangements, or
create new arrangements, with us. If we cannot continue to use iVoice's existing
dealer and reseller channels, we will need to develop a new network of dealers
and resellers. However, we may not be able to effectively develop our own
network of resellers and dealers to distribute our software products. If we
cannot assume iVoice's existing distribution channels and we cannot develop our
own new distribution channels, this would have a material adverse effect on us
and our financial condition. The adoption of new channels may adversely impact
existing channels and/or product pricing, which may reduce our future revenues
and profitability.

RESTRICTIVE PRODUCT RETURN POLICIES MAY LIMIT SPEECHSWITCH'S SALES AND
PENETRATION INTO THE MARKETPLACE.

         SpeechSwitch 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
SpeechSwitch may not return such products to SpeechSwitch under any
circumstances. Such policies may deter resellers and end users from purchasing
our products in a competitive and quickly evolving marketplace, and have a
material adverse effect on our ability to remain competitive with similar
products.

SPEECHSWITCH MAY DEPEND ON DISTRIBUTION BY RESELLERS AND DISTRIBUTORS FOR A
SIGNIFICANT PORTION OF REVENUES.

         We may distribute some of our products through resellers and
distributors. In 2004, four customers generated approximately 51% of the revenue
of SpeechSwitch of the revenue for the Company through one-time contracts that
will be unlikely to impact revenues in future periods. These contracts were with
the City of Atlantic City, the NYC Department of Transportation, AMDEV
Communications and Phone Extra and represented 18%, 13%, 13% and 7% of our
revenues, respectively. We intend to assume iVoice's existing relationships and
contractual relationships with its resellers and distributors. To effectively do
so, we must establish and maintain good working relationships with these
resellers and distributors. If we are unsuccessful in establishing and
maintaining relationships with iVoice's existing resellers and distributors or
with new resellers and distributors, or if these resellers and distributors are
unsuccessful in reselling our products, our future net revenues and operating
results may be adversely affected. SpeechSwitch does not have any material
relationship with any single distributor or reseller.

THE LIMITED SCOPE OF RESULTS OF SPEECHSWITCH'S RESEARCH AND DEVELOPMENT MAY
LIMIT THE ABILITY OF SPEECHSWITCH TO EXPAND OR MAINTAIN ITS SALES AND PRODUCTS
IN A COMPETITIVE MARKETPLACE.

         SpeechSwitch currently has no plans to engage in research and
development of new products or improvements on existing technologies. Failure to
engage in such research and to develop new technologies or products or upgrades,
enhancements, applications or uses for existing technologies may place
SpeechSwitch at a competitive disadvantage in the marketplace for its products.
As no current research and

                                       28
<PAGE>

development program currently exists within SpeechSwitch, any future research
and development programs could cause us to incur substantial fixed costs which
may result in such programs being prohibitively expensive to initiate without
substantial additional financing being obtained on favorable terms. Also, the
lack of any current research and development program may result in an extended
launch period for a research and development program at a point in our business
when time is of the essence. These delays could have a material adverse effect
on the amount and timing of future revenues.

         Such limited research and development may also adversely affect the
ability of SpeechSwitch to test any new technologies which may be established in
the future in order to determine if they are successful. If they are not
technologically successful, our resulting products may not achieve market
acceptance and our products may not compete effectively with products of our
competitors currently in the market or introduced in the future.

IF SPEECHSWITCH MUST RESTRUCTURE ITS OPERATIONS, VALUABLE RESOURCES WILL BE
DIVERTED FROM OTHER BUSINESS OBJECTIVES.

         We intend to continually evaluate our product and corporate strategy.
We have in the past undertaken, and will in the future undertake, organizational
changes and/or product and marketing strategy modifications. These
organizational changes increase the risk that objectives will not be met due to
the allocation of valuable limited resources to implement changes. Further, due
to the uncertain nature of any of these undertakings, these efforts may not be
successful and we may not realize any benefit from these efforts.

POTENTIAL SOFTWARE DEFECTS AND PRODUCT LIABILITY COULD RESULT IN DELAYS IN
MARKET ACCEPTANCE, UNEXPECTED COSTS AND DIMINISHED OPERATING RESULTS.

         Software products frequently contain errors or defects, especially when
first introduced or when new versions or enhancements are released. Defects and
errors could be found in current versions of our products, future upgrades to
current products or newly developed and released products. Software defects
could result in delays in market acceptance or unexpected reprogramming costs,
which could materially adversely affect our operating results. Most of our
license agreements with customers contain provisions designed to limit our
exposure to potential product liability claims. It is possible, however, that
these provisions limiting our liability may not be valid as a result of federal,
state, local or foreign laws or ordinances or unfavorable judicial decisions. A
successful product liability claim may have a material adverse effect on our
business, operating results and financial condition.

SPEECHSWITCH RELIES ON THIRD PARTY TECHNOLOGIES WHICH MAY NOT SUPPORT
SPEECHSWITCH PRODUCTS.

         Our software products are designed to run on the Microsoft Windows(R)
operating system and with industry standard hardware. Although we believe that
the operating systems and necessary hardware are and will be widely utilized by
businesses in the corporate market, businesses may not actually adopt such
technologies as anticipated or may in the future migrate to other computing
technologies that we do not support. Moreover, if our products and technology
are not compatible with new developments from industry leaders such as
Microsoft, our business, results of operations and financial condition could be
materially and adversely affected.

                                       29
<PAGE>

SPEECHSWITCH FACES AGGRESSIVE COMPETITION IN MANY AREAS OF THE BUSINESS, AND THE
BUSINESS WILL BE HARMED IF SPEECHSWITCH FAILS TO COMPETE EFFECTIVELY.

         We encounter aggressive competition from numerous competitors in many
areas of our business. Many of our current and potential competitors have longer
operating histories, greater name recognition and substantially greater
financial, technical and marketing resources than we have. We may not be able to
compete effectively with these competitors. Our competition may engage in
research and development to develop new products and periodically enhance
existing products in a timely manner, while we have no established plan or
intention to engage in any manner of research or development. We anticipate that
we may have to adjust the prices of many of our products to stay competitive. In
addition, new competitors may emerge, and entire product lines may be threatened
by new technologies or market trends that reduce the value of these product
lines. The market in which we compete is influenced by the strategic direction
of major computer hardware manufacturers and operating system software
providers.

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS WHEN NEEDED.

         We are dependent on external financing to fund our operations. Our
financing needs are expected to be provided, through the possible sale of Class
A Common Stock on the terms of the SEDA to provide an equity line of credit from
Cornell Capital Partners.

         Cornell Capital Partners will be obligated to purchase shares of Class
A Common Stock only upon the satisfaction of certain conditions being met by
SpeechSwitch, including having the registration statement relating to such Class
A Common Stock declared effective. If SpeechSwitch cannot satisfy the
requirements for Cornell Capital Partners to purchase the Class A Common Stock
under the terms of the SEDA, we will not have sufficient capital resources to
operate our business, and we have no current plans to obtain other financing. If
we obtain the equity line of credit, we cannot assure you that we will be able
to access such financing in sufficient amounts or at all when needed. Our
inability to obtain sufficient financing would have an immediate material
adverse effect on us, our financial condition and our business.

OUR OBLIGATIONS UNDER THE SECURED PROMISSORY NOTE ARE SECURED BY SUBSTANTIALLY
ALL OF OUR ASSETS.

         Our obligations under the secured promissory note issued to Cornell
Capital Partners are secured by substantially all of our assets. As a result, if
we default under the terms of the secured promissory note, Cornell Capital
Partners could foreclose its security interest and liquidate all of our assets.
This would cause operations to cease.

JEROME MAHONEY, THE CHAIRMAN OF THE BOARD OF SPEECHSWITCH, MAY HAVE CONTROL OVER
THE MANAGEMENT AND DIRECTION OF SPEECHSWITCH.

         Mr. Mahoney will have the right to convert $190,000 of indebtedness
into 190,000 shares (plus shares receivable upon conversion of accrued and
unpaid interest on the promissory note) of SpeechSwitch Class B Common Stock,
which Class B Stock is convertible into the number of shares of Class A Common
Stock determined by dividing the number of shares of Class B Common Stock being
converted by a 20% discount of the lowest price at which iVoice had ever issued
its Class A Common Stock. Interest accrues on the outstanding principal balance
of the note at the prime rate plus 2% per annum. There is no limitation on the
number of shares of Class A Common Stock we may be required to issue to Mr.
Mahoney upon the conversion of this indebtedness. Each share of Class B Common
Stock has voting rights equal to 100 shares of Class A Common Stock. If Mr.
Mahoney converts his indebtedness into 190,000 shares of Class B Common Stock,
he will have voting rights equal to 19,000,000 shares of Class A Common Stock
and will

                                       30
<PAGE>

have control over the management and direction of SpeechSwitch, including the
election of directors, appointment of management and approval of actions
requiring the approval of stockholders.

SPEECHSWITCH'S MANAGEMENT TEAM IS NEW AND ITS WORKING RELATIONSHIPS ARE
UNTESTED.

         We have only recently assembled our management team as part of the
Spin-off and changes in our operating structure. Some members of our management
team have worked with each other in the past, although at this time we cannot
assess the effectiveness of their working relationships after the Spin-off. As a
result, we may be unable to effectively develop and sell our software products
and SpeechSwitch, as a business, may fail.

SPEECHSWITCH RELIES ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS WHICH MAY
NOT REMAIN UNIQUE TO SPEECHSWITCH.

         We regard our software as proprietary and underlying technology as
proprietary. We seek to protect our proprietary rights through a combination of
confidentiality agreements and copyright, patent, trademark and trade secret
laws.

         We have obtained two patents and have two pending patent applications
on our proprietary technology that we believe to be material to our future
success and may obtain additional patents in the future. Our existing and future
patents, if any, may be successfully challenged and may not provide us with any
competitive advantages. Although we have obtained patents and have pending
patent applications, we may not be able to continue to develop proprietary
products or technologies that are patentable and other parties may have prior
claims.

         In selling our products, we rely primarily on shrink-wrap licenses that
are not signed by licensees. Therefore, such licenses may be unenforceable under
the laws of some jurisdictions. In addition, existing copyright laws afford
limited practical protection. Furthermore, the laws of some foreign countries do
not offer the same level of protection of our proprietary rights as do the laws
of the United States.

         Patent, trademark and trade secret protection is important to us
because developing and marketing new technologies and products is time-consuming
and expensive. Although we have obtained two U.S. patents, we do not own any
foreign patents or registered intellectual property. We may not be able to
obtain additional issued patents or other protection from any future patent
applications owned by or licensed to us.

         Our competitive position is also dependent upon unpatented trade
secrets. Trade secrets are difficult to protect. Our competitors may
independently develop proprietary information and techniques that are
substantially equivalent to ours or otherwise gain access to our trade secrets,
such as through unauthorized or inadvertent disclosure of our trade secrets.

         There can be no assurance that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop
similar technology substantially equivalent or superseding proprietary
technology. Furthermore, there can be no assurance that any confidentiality
agreements between us and our employees will provide meaningful protection of
our proprietary information, in the event of any unauthorized use or disclosure
thereof. As a consequence, any legal action that we may bring to protect
proprietary information could be expensive and may distract management from
day-to-day operations.

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SPEECHSWITCH MAY BECOME INVOLVED IN FUTURE LITIGATION, WHICH MAY RESULT IN
SUBSTANTIAL EXPENSE AND MAY DIVERT OUR ATTENTION FROM THE IMPLEMENTATION OF OUR
BUSINESS STRATEGY.

         We believe that the success of our business depends, in part, on
obtaining intellectual property protection for our products, defending our
intellectual property once obtained and preserving our trade secrets. Litigation
may be necessary to enforce our intellectual property rights, to protect our
trade secrets and to determine the validity and scope of our proprietary rights.
Any litigation could result in substantial expense and diversion of our
attention from our business, and may not adequately protect our intellectual
property rights.

         In addition, we may be sued by third parties who claim that our
products infringe the intellectual property rights of others. This risk is
exacerbated by the fact that the validity and breadth of claims covered in
technology patents involve complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against us,
whether valid or not, could result in substantial costs, place a significant
strain on our financial resources, divert management resources and harm our
reputation. Such claims could result in awards of substantial damages, which
could have a material adverse impact on our results of operations. In addition,
intellectual property litigation or claims could force us to:

         o    cease licensing, incorporating or using any of our products that
              incorporate the challenged intellectual property, which would
              adversely effect our revenue;

         o    obtain a license from the holder of the infringed intellectual
              property right, which license may not be available on reasonable
              terms, if at all; and

         o    redesign our products, which would be costly and time-consuming.

SPEECHSWITCH MAY INCUR INCREASED EXPENSES AFTER THE ADMINISTRATIVE SERVICES
AGREEMENT WITH IVOICE IS TERMINATED.

         In connection with its Spin-off, SpeechSwitch has entered into an
administrative services agreement with iVoice. Under this agreement, iVoice is
providing SpeechSwitch with services in such areas as inventory purchasing,
material and inventory control, employee benefits administration, payroll,
financial accounting and reporting, and other areas where SpeechSwitch needs
assistance and support. The agreement will continue following the completion of
the Spin-off on a month-to-month basis. Upon termination of the agreement,
SpeechSwitch will be required to obtain such services from a third party or
increase its headcount to provide such services. This could be more expensive
than the fees which SpeechSwitch has been required to pay under the
administrative services agreement.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
-------------------------------------------------

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Principal Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) under the Exchange
Act) as June 30, 2005. Based upon that evaluation required by paragraph
ss.240.13a-15 or 240.15d-15, the Chief Executive Officer and Principal Financial
Officer concluded that, our disclosure controls and procedures were effective in
timely alerting them to the material information relating to us (or our
consolidated subsidiaries) required to

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be included in our periodic SEC filings. For the six months ended June 30, 2005,
Bruce Knef served as President, Chief Executive Officer and Principal Financial
Officer.

CHANGES IN INTERNAL CONTROLS.
-----------------------------
There were no significant changes made in our internal controls during the
period covered by this report, or to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of their evaluation.


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

a) Exhibits:

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

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




















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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


SpeechSwitch, Inc

By: /s/ Bruce R. Knef                                Date: September 13, 2005
    ------------------------                               ---------------------
    Bruce R. Knef, President,
    Chief Executive Officer and
    Principal Financial Officer


























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<PAGE>

                                INDEX OF EXHIBITS

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

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






























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