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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1


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

        For the quarterly period ended March 31, 2008

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

        Commission File No. 333-120490




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


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


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


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



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

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

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

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

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

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

Indicate the number of shares outstanding of the issuer's common stock, as of
the latest practicable date: 486,835,870 shares of Class A Common stock, no par
value as of June 12, 2008.

Explanatory Note
----------------
This Form 10-Q/A Amendment No. 1 has been filed to correct a previously filed
version that was inadvertently filed with the Commission prior to completion of
the normal review process for filings of the Registrant's quarterly reports with
the Commission. This submission accurately reflects the activity of the
Registrant for the period ended March 31, 2008.

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<PAGE>
                             IVOICE TECHNOLOGY, INC
                             ----------------------
                                TABLE OF CONTENTS
                                -----------------



                                                                            PAGE
                                                                            ----
PART I - FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements (Unaudited):

          Condensed Balance Sheets - March 31, 2008 and December 31, 2007      1

          Condensed Statements of Operation -
          Three Months Ended March 31, 2008 and 2007                           2

          Condensed Statements of Cash Flows -
          Three Months Ended March 31, 2008 and 2007                         3-4

          Notes to Condensed Financial Statements                           5-20

Item 2.   Management's Discussion and Analysis or Plan of Operation        21-26

Item 4T.  Controls and Procedures                                          27-28



PART II - OTHER INFORMATION

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         29

Item 5.   Other Information                                                   29

Item 6.   Exhibits                                                            29

          Signatures                                                          30

          Index of Exhibits                                                   31






<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
                            CONDENSED BALANCE SHEETS
                            ------------------------
<TABLE><CAPTION>
                                                                                  MARCH 31,     DECEMBER 31,
ASSETS                                                                              2008            2007
                                                                                ------------    ------------
                                                                                                  (audited)
<S>                                                                             <C>             <C>
Current assets:
  Cash and cash equivalents                                                     $    829,529    $    182,577
  Accounts receivable, net of allowance for doubtful accounts of
    $8,250 at  March 31, 2008 and December 31, 2007                                    3,833           9,905
  Note receivable - current portion                                                   10,210              --
  Prepaid expenses and other current assets                                            4,429           4,407
                                                                                ------------    ------------
Total current assets                                                                 848,001         196,889

Other assets                                                                           3,080              --
Note receivable - long-term                                                           19,790              --
                                                                                ------------    ------------
Total other assets                                                                    22,870              --

Property, plant and equipment, net                                                       680             797
                                                                                ------------    ------------
Total assets                                                                    $    871,551    $    197,686
                                                                                ============    ============

LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                                         $    491,436    $    694,783
  Due to related parties                                                             228,726         220,619
  Deferred maintenance contracts                                                      16,535          14,097
  Notes payable to related parties                                                   141,708         161,388
  Convertible promissory note, net of amortized debt discount of $36,682                 530              --
  Convertible debenture, net of unamortized debt discount of $177,868
  and $499,940 at March 31, 2008 and December 31, 2007, respectively                   8,689         169,375
  Derivative liabilities                                                             443,550       1,079,256
                                                                                ------------    ------------
Total current liabilities                                                          1,331,174       2,339,518
                                                                                ------------    ------------

Stockholders' deficit:
  Preferred stock, $1.00 par value; authorized 900,000 shares;
     no shares issued and outstanding                                                     --              --
  Series A 10% Secured Convertible Preferred Stock, $10,000 stated value;
     authorized 1,000 shares; 144.444 shares issued and outstanding:               1,444,444              --
     Class A Common Stock - no par value; authorized 10,000,000,000 shares;
       435,235,870 shares issued and 434,041,381 outstanding and 1,194,483 in
       escrow at March 31, 2008; 170,042,361 shares issued and 168,847,878
       outstanding, and 1,194,483 in escrow at December 31, 2007;                    855,274         506,286
     Class B Common Stock - $.01 par value; authorized 50,000,000 shares;
       no shares issued and outstanding                                                   --              --
     Class C Common Stock - $.01 par value; authorized 20,000,000 shares;
       no shares issued and outstanding                                                   --              --
  Additional paid-in capital                                                       6,899,510       7,057,606
  Additional paid-in capital-beneficial conversion                                 1,444,444              --
  Accumulated deficit                                                            (11,103,295)     (9,705,724)
                                                                                ------------    ------------
Total stockholders' deficit                                                         (459,623)     (2,141,832)
                                                                                ------------    ------------
Total liabilities and stockholders' deficit                                     $    871,551    $    197,686
                                                                                ============    ============
</TABLE>

See accompanying notes to condensed financial statements

                                        1
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                                      THREE MONTHS ENDED
                                                                                ----------------------------
                                                                               MARCH 31, 2008  MARCH 31, 2007
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
Net sales                                                                       $     13,073    $     21,719

Cost of sales                                                                             --              --
                                                                                ------------    ------------

Gross profit                                                                          13,073          21,719
                                                                                ------------    ------------
Operating expenses:
  General and administrative expenses                                                 94,357         109,482
  Engineering, research and development                                                   --           6,955
                                                                                ------------    ------------
Total operating expenses                                                              94,357         116,437
                                                                                ------------    ------------

Loss from operations                                                                 (81,284)        (94,718)
                                                                                ------------    ------------

Other income (expense):
  Interest income                                                                      2,020             961
  Interest expense                                                                  (130,634)        (38,485)
  Amortization of debt discount                                                     (522,599)             --
  Redemption premium                                                                 (85,922)             --
  Gain (loss) on valuation of derivative                                             872,915        (492,403)
                                                                                ------------    ------------

Total other income (expense)                                                         135,780        (530,287)
                                                                                ------------    ------------

Income (loss) from operations before income taxes                                     54,496        (625,005)

Provision for income taxes                                                                --              --
                                                                                ------------    ------------
Net income (loss)                                                                     54,496        (625,005)

Preferred stock accretion                                                         (1,444,444)             --

Preferred stock dividends                                                             (7,632)             --
                                                                                ------------    ------------

Net loss applicable to common Shareholders                                      $ (1,397,580)   $   (625,005)
                                                                                ============    ============

Basic and diluted loss per common share                                         $      (0.00)   $      (0.01)
                                                                                ============    ============

Weighted average shares outstanding -
     Basic and diluted                                                           317,050,738      25,564,834
                                                                                ============    ============
</TABLE>

See accompanying notes to condensed financial statements

                                        2
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ----------------------------------
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                ----------------------------
                                                                               MARCH 31, 2008  MARCH 31, 2007
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
Cash flows from operating activities:
Net income (loss)                                                               $     54,496    $   (625,005)
Adjustments to reconcile net gain (loss) to net cash used in operating
activities:
       Depreciation                                                                      117             117
       (Gain) loss on valuation of derivative                                       (872,915)        492,403
       Amortization of discount on debt                                              522,599              --
       Beneficial conversion incurred in debt reduction                               62,470              --
       Beneficial conversion incurred in conversion of Debenture                      21,783              --
       Beneficial conversion incurred in conversion of promissory note                32,280              --

Changes in assets and liabilities:
    Decrease (increase) in accounts receivable                                         6,072         (10,413)
    Increase in prepaid expenses                                                         (22)         (2,790)
    Increase in other assets                                                          (3,080)             --
    Increase in accounts payable and accrued liabilities                              26,239          88,839
    Increase in amounts due to related parties                                         8,107          10,131
    Increase in deferred maintenance contracts                                         2,438           1,697
                                                                                ------------    ------------

Net cash (used in) operating activities                                             (139,416)        (45,021)
                                                                                ------------    ------------

Cash flows from financing activities:
    Issuance of common stock through equity financing                                 89,183              --
    Net proceeds from sale of Series A Preferred Stock                             1,300,000              --
    Payment to potential merger partner                                              (30,000)             --
    Payment of convertible debenture                                                (572,815)             --
                                                                                ------------    ------------

Net cash provided by financing activities                                            786,368              --
                                                                                ------------    ------------

Net increase (decrease) in cash and cash equivalents                                 646,952         (45,021)

Cash and cash equivalents at beginning of period                                     182,577         179,081
                                                                                ------------    ------------

Cash and cash equivalents at end of period                                      $    829,529    $    134,060
                                                                                ============    ============
During the period, cash was paid for the following:
    Taxes paid                                                                  $         --    $         --
                                                                                ============    ============
    Interest paid                                                               $     32,284    $         --
                                                                                ============    ============
Supplemental Cash Flow Information:
Non-cash Transactions
---------------------
Accounts payable converted into convertible promissory note                     $     50,652    $         --
                                                                                ============    ============

Accrued expenses converted into convertible debenture                           $    186,557    $         --
                                                                                ============    ============

Note payable converted to convertible debenture                                 $         --    $    700,000
                                                                                ============    ============
</TABLE>


See accompanying notes to condensed financial statements

                                        3
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ----------------------------------
                                   (UNAUDITED)


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

FOR THE THREE MONTHS ENDED MARCH 31, 2008:
------------------------------------------

a) During the three months ended March 31, 2008, the Company issued 46,500,000
shares of Class A common stock with a fair value of $82,150 to an individual to
reduce the promissory note in the amount of $19,680. The difference in the
market value and the promissory note reduction was charged to beneficial
interest in the amount of $62,470.

b) During the three months ended March 31, 2008, the Company issued 87,653,565
shares of Class A common stock with a fair value of $118,282 to reduce the
convertible debenture in the amount of $96,500. The difference in the market
value and the reduction in the convertible debenture was charged to beneficial
interest in the amount of $21,783.

c) During the three months ended March 31, 2008, the Company issued 89,039,944
shares of Class A common stock pursuant to the Equity Line of Credit with YA
Global Investments (f/k/a/ Cornell Capital Partners) valued at $102,835.
Issuance costs of $13,652 were incurred and charged to additional paid-in
capital for net proceeds of $89,183.

d) During the three months ended March 31, 2008, the Company issued 42,000,000
shares of Class A common stock with a fair value of $45,720 to reduce the
convertible promissory note in the amount of $13,440. The difference in the
market value and the convertible promissory note reduction was charged to
beneficial interest in the amount of $32,280.

e) During the three months ended March 31, 2008, the Company converted accounts
payable to a convertible promissory note in the amount of $50,652.

f) During the three months ended March 31, 2008, the Company converted accrued
expenses related to accrued interest due to YA Global to a convertible debenture
in the amount of $186,557. In March 2008, the Company and YA Global agreed that
the Company would redeem all amounts outstanding under the Debenture, except for
the $186,557 of interest. The amount redeemed was $691,021, consisting of the
remaining balance of the Debenture equal to $572,815, accrued interest of
$32,284 and a redemption premium equal to $85,922.

g) The Company accrued $7,632 of preferred stock dividends.

h) During the three months ended March 31, 2008 $1,444,444 of preferred stock
accretion was recognized in the condensed statements of operations and in the
balance sheet to Additional Paid-in Capital - Beneficial Conversion.

FOR THE THREE MONTHS ENDED MARCH 31, 2007:
------------------------------------------

a) During the three months ended March 31, 2007, The Company converted $700,000
of note payable into a convertible debenture.


                                        4
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 1     Background
------     ----------

On January 24, 2008, iVoice Technology, Inc. (the "Company") entered into a
non-binding Letter of Intent with Atire Technologies, Inc. ("Atire") for the
purpose of discussing and negotiating a merger of Atire into a wholly owned
subsidiary of the Company. Since that time the Company has been conducting due
diligence and negotiating a Merger Agreement with Atire. On April 22, 2008, the
Company notified Atire that is was terminating discussions with Atire. The
Company and Atire both executed a Mutual General Release. However, we are still
continuing with our evaluation of this Company and its technology.

iVoice Technology has formed B Green Innovations, Inc., wholly-owned subsidiary,
and has agreed to invest up to $500,000 in B Green Innovations, Inc., to
commercialize its "green" technology platforms. The Company has made its initial
investment by purchasing 55 shares of Series B Secured 10% Convertible Preferred
Stock for net proceeds of $49,500 to B Green Innovations.




                                        5
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 2     Business Operations
------     -------------------

The Company will continue to develop, market and license the Interactive Voice
Response ("IVR"), software which was developed by iVoice. The Company's
Interactive Voice Response line is designed to read information from and write
information to, databases, as well as to query databases and return information.

IVR is an application generator that allows full connectivity to many databases,
including Microsoft Access, Microsoft Excel, Microsoft Fox Pro, and Paradox, or
to standard text files. The IVR software is sold as an application generator
that gives the end user the ability to develop its own customized IVR
applications or as a customized turnkey system. IVR performs over 40 different
customizable commands. Examples of IVR range from simply selecting announcements
from a list of options stored in the computer (also known as audio text) to more
complex interactive exchanges such as querying a database for information.

iVoice Technology may seek to expand its operations through additional sales and
marketing activities and the acquisition of additional businesses. Any potential
acquired additional businesses may be outside the current field of operations of
iVoice Technology. iVoice Technology, Inc. has agreed to invest up to $500,000
in B Green Innovations, Inc., its wholly-owned subsidiary, to develop and
commercialize its "green" technology platforms. The first technology will be
used to recycle tires. Recently, iVoice announced that it had filed a new Patent
Application for a process it describes as "Recycled Tire Pod with Appliance
Recess Guide." The Company believes that this investment will allow B Green to
further develop additional technologies.





                                        6
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


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 relies
on iVoice, Inc. for administrative, management, research and other services.

As of March 31, 2008, the Company had negative cash flow from operations,
negative working capital and a substantial accumulated deficit. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Therefore, recoverability of a major portion of the recorded asset
amounts shown in the accompanying balance sheets is dependent upon continued
operations of the Company, which in turn, is dependent upon the Company's
ability to raise capital and/or generate positive cash flow from operations.

Management plans on developing new products and increasing their sales to
existing customers, to achieve profitability and to generate a positive cash
flow. However, these plans are dependent upon obtaining additional capital. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

Note 4     Summary of Significant Accounting Policies
------     ------------------------------------------

a) Basis of Presentation

The accompanying condensed unaudited interim financial statements included
herein have been prepared, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). The condensed financial
statements and notes are presented as permitted on Form 10-Q and do not contain
information included in the Company's annual statements and notes. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with the December 31, 2007
audited financial statements and the accompanying notes thereto. While
management believes the procedures followed in preparing these condensed
financial statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures that will be
accomplished by the Company later in the year. These results are not necessarily
indicative of the results to be expected for the full year.

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


                                        7
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 4     Summary of Significant Accounting Policies (continued)
------     ------------------------------------------------------

b) Use of Estimates

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

c) Revenue Recognition

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

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

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

                                        8
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 4     Summary of Significant Accounting Policies (continued)
------     ------------------------------------------------------

d) Product Warranties

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

e) Research and Development Costs

Research and development costs are charged to expense as incurred.

f) Advertising Costs

Advertising costs are expensed as incurred and are included in selling expenses.
For the three months ended March 31, 2008 and 2007, the Company did not incur
any advertising expenses.

g) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. There were no cash
equivalents at March 31, 2008 and December 31, 2007.

The Company maintains cash and cash equivalent balances at a financial
institution that is insured by the Federal Deposit Insurance Corporation up to
$100,000. The uninsured cash balances at March 31, 2008 and December 31, 2007
were $731,788 and $82,577, respectively.

h) Property and Equipment

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


                                        9
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 4     Summary of Significant Accounting Policies (continued)
------     ------------------------------------------------------

i) Income Taxes

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

j) Derivative Liabilities

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

k) Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation. The reclassifications have had no effect on the results of
operations or cash flows for the period ended March 31, 2007.


l) Fair Value of Instruments

The carrying amount reported in the condensed balance sheet for cash and cash
equivalents, deposits, prepaid expenses, accounts payable, and accrued expenses
approximate fair value because of the immediate or short-term maturity of these
financial instruments. The carrying amount reported for notes payable
approximates fair value because, in general, the interest on the underlying
instruments fluctuates with market rates.

                                       10
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 5     Earnings (Loss) Per Share
------     -------------------------

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

The Company's basic loss per common share is based on net loss for the relevant
period, divided by the weighted average number of common shares outstanding
during the period. Diluted loss per common share is based on net loss, divided
by the weighted average number of common shares outstanding during the period,
including common share equivalents, such as outstanding stock options.

Diluted loss per share does not include common stock equivalents, as those
shares would have no effect. The computation of diluted loss per share also does
not assume conversion, exercise or contingent exercise of securities due to the
beneficial conversion of related party accounts as this would be anti-dilutive.
<TABLE><CAPTION>
                                                      THREE MONTHS ENDED    THREE MONTHS ENDED
                                                        MARCH 31, 2008        MARCH 31, 2007
                                                       ---------------       ---------------
<S>                                                    <C>                   <C>
BASIC NET INCOME (LOSS) PER SHARE COMPUTATION:
   Net loss attributable to common stockholders        $    (1,397,580)      $      (625,005)
   Weighted-average common shares outstanding              317,050,738            25,564,834
   Basic net loss per share attributable to common
      Stockholders                                     $         (0.00)      $         (0.02)
DILUTED NET LOSS PER SHARE COMPUTATION
   Net loss attributable to common stockholders        $    (1,397,580)      $      (625,005)
   Weighted-average common shares outstanding              317,050,738            25,564,834
   Total adjusted weighted-average shares                  317,050,738            25,564,834
   Diluted net loss per share attributable to
     common stockholders                               $         (0.00)      $         (0.02)
</TABLE>


Note 6     Related Party Transactions
------     --------------------------

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

The Company has assumed an outstanding promissory demand note in the amount of
$190,000 payable to Jerry Mahoney, President and Chief Executive Officer of
iVoice and Non-Executive Chairman of the Board of iVoice Technology. This amount
is related to funds loaned to iVoice and is unrelated to the operations of
iVoice Technology. The note will bear interest at the rate of prime plus 2.0%
per annum (7.25% at March 31, 2008) on the unpaid balance until paid. Interest
payments are due and payable annually. Under the terms of the Promissory Note,
at the option of the Note holder, principal and interest can be converted into
either (i) one share of Class B Common Stock of iVoice Technology, Inc., par
value $.01, for each dollar owed, (ii) the number of shares of Class A Common
Stock of iVoice Technology, Inc. calculated by dividing (x) the sum of the
principal and interest that the Note holder has requested to have prepaid by (y)
eighty percent (80%) of the lowest issue price of Class A Common Stock since the
first advance of funds under this Note, or (iii) payment of the principal of
this Note, before any repayment of interest. The Board of Directors of the
Company maintains control over the issuance of shares and may decline the
request for conversion of the repayment into

                                       11
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 6     Related Party Transactions (continued)
------     --------------------------------------

shares of the Company. As of March 31, 2008, the outstanding balance was
$141,708, plus accrued interest of $68,590. On May 8, 2007, the Company executed
a Security Agreement providing Jerome Mahoney, President and Chief Executive
Officer of the Company, with a security interest in all of the assets of the
Company to secure the promissory note dated August 5, 2005 and all future
advances including, but not limited to, additional cash advances: deferred
compensation, deferred expense reimbursement, deferred commissions and income
tax reimbursement for the recognition of income upon the sale of common stock
for the purpose of the holder advancing additional funds to the Company.

The Company entered into a five-year employment agreement with Jerome Mahoney to
serve as Non-Executive Chairman of the Board of Directors, effective August 1,
2004. The Company will compensate Mr. Mahoney with a base salary of $85,000 for
the first year with annual increases based on the Consumer Price Index. A
portion of Mr. Mahoney's compensation shall be deferred until such time that the
Board of Directors determines that the Company has sufficient financial
resources to pay his compensation in cash. As of March 31, 2008, the Company has
recorded $174,866 of deferred compensation due to Mr. Mahoney.

The Board has the option to pay Mr. Mahoney's compensation in the form of Class
B Common Stock. Mr. Mahoney will also be entitled to certain bonuses based on
mergers and acquisitions completed by the Company. Pursuant to the terms of the
Class B Common Stock, a holder of Class B Common Stock has the right to convert
each share of Class B Common Stock into the number of shares of Class A Common
Stock determined by dividing the number of Class B Common Stock being converted
by a 20% discount of the lowest price for which the Company had ever issued its
Class A Common Stock. On August 30, 2006 Mr. Mahoney was elected to the position
of President and Chief Executive Officer. Effective August 30, 2006, Mr. Mahoney
shall no longer serve as Non-Executive Chairman of the Board, but shall continue
to serve as a Board Member and the Company Secretary.

On August 29, 2005, the Company entered into an employment agreement with Mark
Meller. Mr. Meller served as the Company's President, Chief Executive Officer
and Chief Financial Officer until August 29, 2006. As compensation, the Company
paid Mr. Meller a base salary of $85,000 the first year with an annual increase
based on the Consumer Price Index every year thereafter. Mr. Meller has agreed
to defer all but $20,000 of his compensation until such time that the Board of
Directors determines, in its sole discretion, that the Company has sufficient
financial resources to pay his compensation. The Board of Directors may also
elect to pay Mr. Meller the balance of his compensation in the form of Company
Class A or Class B Common Stock. As of March 31, 2008, total deferred
compensation due to Mr. Meller was $53,860.

                                       12
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 7     Convertible Promissory Note and Derivative Liability
------     ----------------------------------------------------

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

iVoice, Inc. may elect payment of the principal and/or interest, at the its sole
discretion, owed pursuant to this Note by requiring the Company to issue to
iVoice, or his assigns either: (i) one Class B common stock share of the Company
par value $.01 per share, for each dollar owed, (ii) the number of Class A
common stock shares of the Company calculated by dividing (x) the sum of the
principal and interest that the Note holder has decided to have paid by (y)
eighty percent (80%) of the lowest issue price of Class A common stock since the
first advance of funds under this Note, or (iii), payment of the principal of
this Note, before any repayment of interest.

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

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

The promissory note holders have a security interest in substantially all of the
assets of the Company. However, the Company's interests are second to that of YA
Global Investments (f/k/a/ Cornell Capital Partners) (see Notes 10 and 11).

As of March 31, 2008, the outstanding balance on the Convertible Promissory Note
was $37,212.

In accordance with Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities", ("FASB 133"),
the Company determined that the conversion feature of the Debenture met the
criteria of an embedded derivative, and therefore the conversion feature of this
Debenture needed to be bifurcated and accounted for as a derivative. The fair
value of the embedded conversion was estimated at the date of issuance using the
Black-Scholes model with the following assumptions: risk free interest rate:
5.6%; expected dividend yield: 0%: expected life: 5 years; and volatility:
250.92%. The accounting guidance instructs that the conversion options are a
derivative liability. As such, as March 5, 2008 the Company recorded the
conversion options as a liability, recorded a debt discount of $50,652, and
charged Other Expense - Loss on Valuation of Derivative for $16,366, resulting
primarily from calculation of the conversion price. For the period ended March
31, 2008, the Company recorded a Gain on Valuation of Derivative in the amount
of $2,875.


                                       13
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 8     Note Payable
------     ------------

On August 12 and November 19, 2004, iVoice Technology issued an aggregate of
$560,000 in secured convertible debentures, with interest payable at 5% per
annum, to Cornell Capital Partners L.P. The debentures were convertible at the
option of the holder only after our Class A Common Stock has commenced trading
on the Over-the-Counter Bulletin Board. On February 28, 2005, iVoice, Inc., on
behalf of the Company, renegotiated the terms and conditions with the holders of
its convertible debentures. The holders of the convertible debentures agreed to
exchange the convertible debentures for various promissory notes. The promissory
note is in the aggregate amount of $700,000, of which $560,000 was loaned
through the previously issued and exchanged convertible debentures in 2004 and
$140,000 was advanced on February 28, 2005. A commitment fee of 10% of the face
amount of the previously issued convertible debentures and recently issued
promissory note was paid at the time of each advance. The previously paid
commitment fees were credited against commitment fees due and owing against the
promissory note. The balance of the commitment fee owed from the recently issued
promissory note was paid on February 28, 2005, at the time that such $140,000
was advanced to the Company.

The note payable bears an interest at the rate of 12% per annum. Weekly
principal installments of $10,000, plus interest, were to commence on September
1, 2005 and continue on the first day of each calendar month thereafter until
the principal is paid in full. The promissory note matured on September 1, 2006
with a lump sum payment due of any remaining principal and/or interest. Payment
had not been made and the Company was in default.

The Company's obligations under the promissory note issued to YA Global
Investements (f/k/a/ Cornell Capital Partners) are secured by a first priority
interest in substanially all of our assets.

On April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture dated March 30, 2007 (the "Debenture") to YA Global Investments
(f/k/a/ Cornell Capital Partners, LP) for the sum of $700,000 in exchange for
this note payable for the same amount (see Note 9).

Note 9     Convertible Debenture and Derivative Liability
------     ----------------------------------------------

On April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture dated March 30, 2007 (the "Debenture") to YA Global Investments
(f/k/a/ Cornell Capital Partners, LP) for the sum of $700,000 in exchange for a
previously issued note payable for the same amount. The Debenture has a term of
three years, and pays interest at the rate of 5% per annum. Cornell has the
right to convert a portion or the entire outstanding principal into the
Company's Class A Common Stock at a Conversion Price equal to eighty percent
(80%) of the lowest closing Bid Price of the Common Stock during the five (5)
trading days immediately preceding the Conversion Date. Cornell may not convert
the Debenture into shares of Class A Common Stock if such conversion would
result in Cornell beneficially owning in excess of 4.9% of the then issued and
outstanding shares of Class A Common Stock. The Conversion Price and number of
shares of Class A Common Stock issuable upon conversion of the Debenture are
subject to certain exceptions and adjustment for stock splits and combinations
and other dilutive events. Subject to the terms and conditions of the Debenture,
the Company has the right at any time provided that as of the date of the
Holder's receipt of a Redemption Notice (i) the Closing Bid Price of the of the
Common Stock, as reported by Bloomberg, LP, is less than the Conversion Price
and (ii) no Event of Default has occurred. The Company shall pay an amount equal
to the

                                       14
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 9     Convertible Debenture and Derivative Liability (continued)
------     ----------------------------------------------------------

principal amount being redeemed plus a redemption premium ("Redemption Premium")
equal to twenty percent (15%) of the principal amount being redeemed, and
accrued interest, (collectively referred to as the "Redemption Amount"). During
the time that any portion of this Debenture is outstanding, if any Event of
Default has occurred, the full principal amount of this Debenture, together with
interest and other amounts owing in respect thereof, to the date of acceleration
shall become at the Holder's election, immediately due and payable in cash,
provided however, the Holder may request (but shall have no obligation to
request) payment of such amounts in Common Stock of the Company. Furthermore, in
addition to any other remedies, the Holder shall have the right (but not the
obligation) to convert this Debenture at any time after (x) an Event of Default
or (y) the Maturity Date at the Conversion Price then in-effect.

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

As of March 31, 2008, the outstanding balance on the Convertible Debenture was
$186,557.

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

For the three months ended March 31, 2008, the Company recorded a Gain
on Valuation of Derivative in the amount of $868,623 and amortized the debt
discount for a charge of $508,629.

                                       15
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 10    Subscription Agreement
-------    ----------------------

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement (the "SEDA") with YA Global Investments (f/k/a/ Cornell
Capital Partners) (which was amended and restated on December 12, 2005) whereby
Cornell agrees to purchase up to $10 million of the Company's Class A Common
Stock over a two-year period. The shares issued under the SEDA must be first
registered under the Securities Act of 1933, as amended. The purchase price of
the Common Stock shall be at ninety-five percent (95%) of the lowest trading
price of the Company's Common Stock during the five consecutive trading day
period following the notification by the Company of its request for an advance
from Cornell under the SEDA. In connection with the SEDA, the Company entered
into an Escrow Agreement, Registration Rights Agreement and Placement Agent
Agreement. On April 16, 2007, the Company and Cornell entered into an Amendment
to the Amended and Restated Standby Equity Distribution Agreement dated as of
the 12th day of December 2005, which revised the restrictions upon the Company's
ability to sell equity.

As of March 31, 2008, the Company has sold in the aggregate 190,365,518 shares
of Class A Common Stock to YA Global for net proceeds of $324,520, which are net
of fees and discounts of $59,377.

The Standby Equity Distribution Agreement expired on February 5, 2008.

Note 11    Income taxes
-------    ------------

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

At March 31, 2008 and December 31, 2007 deferred tax assets consist of the
following:

                                          March 31, 2008     December 31, 2007
                                          --------------     -----------------

           Deferred tax assets              $ 580,000            $ 554,000
           Less: Valuation Allowance         (580,000)            (554,000)
                                            ---------            ---------
           Net deferred tax assets                -0-                  -0-
                                            =========            =========

At March 31, 2008, the Company had a federal net operating loss carry forward in
the approximate amount of $1,453,000 available to offset future taxable income.
The Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.

Note 12    Capital Stock
-------    -------------

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


                                       16
<PAGE>
                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2008 AND 2007


Note 12    Capital Stock (continued)
-------    -------------------------

a) Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred Stock,
par value $1.00 per share.

Of the 1,000,000 shares of Preferred Stock, 1,000 shares are designated Series A
10% Convertible Preferred Stock, par value $1.00 per share, with a stated value
of $10,000. The stated value is used for calculation of dividends and
liquidation preferences. On March 12, 2008, the Company sold 144.444 shares of
Series A 10% Convertible Preferred Stock to iVoice, Inc. for $1,444,444.

As of March 31, 2008, 144.444 shares of Series A 10% Convertible Preferred Stock
are issued and outstanding.

The Series A 10% Convertible Preferred Stock has a feature that grants holders
the right to convert this stock into common shares based upon 80% of the lowest
price the Company has ever issued its Class A Common Stock. The fair value of
the embedded conversion was estimated at the date of issuance using the
Black-Scholes model with the following assumptions: risk free interest rate:
5.47%; expected dividend yield: 0%: expected life: 5 years; and volatility:
265.44%. Due to this conversion feature the entire investment is deemed a
dividend. During the three months ended March 31, 2008 $1,444,444 of preferred
stock accretion was recognized in the condensed consolidated statements of
operations.

b) Class A Common Stock

As of March 31, 2008, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, and 435,235,870 shares were issued, and 434,041,387
shares were outstanding, and 1,194,483 shares were issued pending conversion by
YA Global Investments.

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

The Company anticipates that any earnings generated from operations will be used
to finance its growth objectives.

c) Class B Common Stock

As of March 31, 2008, there are 50,000,000 shares of Class B Common Stock
authorized, par value $.01 per share. Each holder of Class B Common Stock has
voting rights equal to 100 shares of Class A Common Stock. A holder of Class B
Common Stock has the right to convert each share of Class B Common Stock into
the number of shares of Class A Common Stock determined by dividing the number
of Class B Common Stock being converted by a 20% discount of the lowest price
that iVoice Technology, Inc. had ever issued its Class A Common Stock. Upon our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions. As of March 31, 2008, no shares were issued
or outstanding.

d) Class C Common Stock

As of March 31, 2008, there are 20,000,000 shares of Class C Common Stock
authorized, par value $.01 per share. Each holder of Class C Common Stock is
entitled to 1,000 votes for each share held of record. Shares of Class C Common
Stock are not convertible into Class A Common Stock. Upon liquidation,
dissolution or wind-up, the holders of Class C Common Stock are not entitled to
receive our net assets pro rata. As of March 31, 2008, no shares were issued or
outstanding.

Note 13    Stock Options
-------    -------------

During 2005, the Company adopted the 2005 Stock Incentive Plan and the 2005
Directors' and Officers' Stock Incentive Plan ("Plan") in order to attract and
retain qualified personnel. Under the Plan, the Board of Directors, in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers, directors and employees. The Company has not issued any
stock options as of March 31, 2008.

                                       17
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 14    New Accounting Pronouncements
-------    -----------------------------

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair Value Measurements" ("SFAS No. 157"), which clarifies the
definition of fair value whenever another standard requires or permits assets or
liabilities to be measured at fair value. Specifically, the standard clarifies
that fair value should be based on the assumptions market participants would use
when pricing the asset or liability, and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. SFAS No. 157 does
not expand the use of fair value to any new circumstances, and must be applied
on a prospective basis except in certain cases. The standard also requires
expanded financial statement disclosures about fair value measurements,
including disclosure of the methods used and the effect on earnings.

In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective Date of
FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144.

The partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 15 for the fair value
measurement disclosures for these assets and liabilities. The Company is in the
process of analyzing the potential impact of SFAS No. 157 relating to its
planned January 1, 2009 adoption of the remainder of the standard.

                                       18
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 14    New Accounting Pronouncements (continued)
-------    -----------------------------------------

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

In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3 "Accounting
for Nonrefundable Payments for Goods and Services to be Used in Future Research
and Development Activities" (ETIF 07-04), requiring that nonrefundable advance
payments for future research and development activities be deferred and
capitalized. Such amounts should be expenses as the related goods are delivered
or the related services performed. The statement is effective for fiscal years
beginning after December 15, 2007. Management anticipates that the adoption of
EITF Issue No. 07-3 will not have a material impact on the Company's financial
statements. The adoption of EITF Issue No. 07-3 did not have a material impact
on the Company's financial position or results of operations.

In June 2007, the FASB ratified Issue No. 06-11 "Accounting for Income Tax
Benefits of Dividends on Share-Based Payment Awards (ETIF 06-11), which requires
entities to record tax benefits on dividends or dividend equivalents that are
charged to retained earnings for certain share-based awards to additional
paid-in capital. In a share-based payment arrangement, employees may receive
dividends or dividend equivalents on awards of non-vested equity shares,
non-vested equity share units during the vesting period, and share options until
the exercise date. Generally, the payment of such dividends can be treated as
deductible compensation for tax purposes. The amount of tax benefits recognized
in additional paid-in capital should be included in the pool of excess tax
benefits available to absorb tax deficiencies on share-based payment awards.
EITF-06-11 is effective for fiscal years beginning after December 15, 2007, and
interim periods within those years. Management anticipates that the adoption of
EITF Issue No. 06-11 will not have a material impact on the Company's financial
statements.

In December 2007, the FASB issued SFAC No 141(R), "Business Combinations." This
statement provides new accounting guidance and disclosure requirements for
business combinations. SFAS No 141(R) is effective for business combinations
which occur in the first fiscal year beginning on or after December 15, 2008.

In December 2007, the FASB finalized the provisions of the Emerging Issues Task
Force (EITF) Issue No. 07-1, "Accounting for Collaborative Arrangements." This
EITF Issue provides guidance and requires financial statement disclosures for
collaborative arrangements. EITF Issue No. 07-1 is effect for financial
statements issued for fiscal years beginning after December15, 2008. The Company
is currently assessing the effect of EITF Issue No. 07-1 on its financial
statements, but it is not expected to be material.

                                       19
<PAGE>
                             IVOICE TECHNOLOGY, INC.
                             -----------------------
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
               ---------------------------------------------------
                             MARCH 31, 2008 AND 2007
                             -----------------------


Note 15    Fair Value Measurements
-------    -----------------------

On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value, provides a consistent framework for
measuring fair value under Generally Accepted Accounting Principles and expands
fair value financial statement disclosure requirements. SFAS 157's valuation
techniques are based on observable and unobservable inputs. Observable inputs
reflect readily obtainable data from independent sources, while unobservable
inputs reflect our market assumptions. SFAS 157 classifies these inputs into the
following hierarchy:

   Level 1 Inputs- Quoted prices for identical instruments in active markets.
   Level 2 Inputs- Quoted prices for similar instruments in active markets;
         quoted prices for identical or similar instruments in markets that are
         not active; and model-derived valuations whose inputs are observable or
         whose significant value drivers are observable.
   Level 3 Inputs- Instruments with primarily unobservable value drivers.

The following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of March
31, 2008.

Assets                             Level I     Level II   Level III     Total
                                  ---------   ---------   ---------   ---------
Note Receivable                   $      --   $  30,000   $      --   $  30,000
                                  ---------   ---------   ---------   ---------
Total Assets                      $      --   $  30,000   $      --   $  30,000
                                  =========   =========   =========   =========
Convertible promissory notes      $      --   $     530   $      --   $     530

Note payable to related parties          --     141,708          --     141,708

Convertible debentures                   --       8,689          --       8,689

Derivative liabilities                   --     443,550          --     443,550
                                  ---------   ---------   ---------   ---------
Total Liabilities                 $      --   $ 594,477   $      --   $ 594,477
                                  =========   =========   =========   =========


Note 16    Subsequent Events
-------    -----------------

On January 24, 2008, iVoice Technology, Inc. (the "Company") entered into a
non-binding Letter of Intent with Atire Technologies, Inc. ("Atire") for the
purpose of discussing and negotiating a merger of Atire into a wholly owned
subsidiary of the Company. Since that time the Company has been conducting due
diligence and negotiating a Merger Agreement with Atire. On April 22, 2008, the
Company notified Atire that it was terminating discussions with Atire. The
Company and Atire both executed a Mutual General Release.

iVoice Technology has formed B Green Innovations, Inc., wholly-owned subsidiary,
and has agreed to invest up to $500,000 to commercialize its "green" technology
platforms. The new subsidiary will contain the Company's green technology and
will pursue associated developmental activities. The first technology will be
used to recycle tires. Recently, the Company announced that it had filed, a new
Patent Application for a process it describes as Recycled Tire Pod with
Appliance Recess Guide. The Company has made its initial investment by
purchasing 55 shares of Series B Secured 10% Convertible Preferred Stock for net
proceeds of $49,500 to B Green Innovations. The Company believes that this
investment will allow B Green to further develop additional technologies.

                                       20
<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-------    ---------------------------------------------------------

FORWARD LOOKING STATEMENTS
--------------------------

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

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

All predictions as to future results contain a measure of uncertainty and
accordingly, actual results could differ materially. Among the factors that
could cause a difference are: changes in the general economy; changes in demand
for the Company's products or in the cost and availability of its raw materials;
the actions of its competitors; the success of our customers; technological
change; changes in employee relations; government regulations; litigation,
including its inherent uncertainty; difficulties in plant operations and
materials; transportation, environmental matters; and other unforeseen
circumstances. For a discussion of material risks and uncertainties that the
Company faces, see the discussion in the Form 10-KSB for the fiscal year ended
December 31, 2007 entitled "Risk Factors".

OVERVIEW AND PLAN OF OPERATION
------------------------------

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

The emerging nature of the interactive voice response industry, makes it
difficult to assess the future growth of iVoice Technology. As such, iVoice
Technology has formed B Green Innovations, Inc., wholly-owned subsidiary, and
has agreed to invest up to $500,000 to commercialize its "green" technology
platforms. The new subsidiary will contain the Company's green technology and
will pursue associated developmental activities. The first technology will be
used to recycle tires. Recently, the Company announced that it had filed, a new
Patent Application for a process it describes as Recycled Tire Pod with
Appliance Recess Guide. The Company has made its initial investment by
purchasing 55 shares of Series B Secured 10% Convertible Preferred Stock for net
proceeds of $49,500 to B Green Innovations.

                                       21
<PAGE>
The Company has operated at a loss in the past for iVoice, and as an independent
company such losses may continue or increase. Additionally, iVoice Technology's
business has relied on iVoice for financial, administrative and managerial
expertise in conducting its operations. Following the Spin-off, iVoice
Technology has developed and maintained its own credit and banking relationships
and performs its own financial and investor relations functions. However, iVoice
Technology may not be able to successfully maintain the financial,
administrative and managerial structure necessary to operate as an independent
public company, and the development of such structure will require a significant
amount of management's time and other resources.

iVoice Technology has received a going concern opinion from its auditors. Its
continuation as a going concern is dependent upon obtaining the financing
necessary to operate its business. The financing of our working capital needs
was expected to be provided, in large part, from the sale of Class A Common
Stock to YA Global Investments (f/k/a/Cornell Capital Partners) pursuant to the
terms of the Standby Equity Distribution Agreement. The Standby Equity
Distribution Agreement expired on February 5, 2008. If the Company cannot find
sources of additional financing to fund its working capital needs, the Company
will be unable to obtain sufficient capital resources to operate our business.
We cannot assure you that we will be able to access any financing in sufficient
amounts or at all when needed. Our inability to obtain sufficient working
capital funding will have an immediate material adverse effect upon our
financial condition and our business. See "Liquidity and Capital Resources."

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

iVoice Technology also operates the IVR software business. It is unclear whether
such efforts will result in a reasonably successful operating business due to
iVoice's previous lack of sales and marketing efforts on IVR, iVoice
Technology's lack of operating history, the current economic environment and,
more specifically, the uncertainty of the telecommunications market. As of
August 5, 2005, iVoice assigned, contributed and conveyed to iVoice Technology
the iVoice corporate assets, liabilities and expenses related to the IVR
software business, including the IVR software and all intellectual property of
iVoice relating to the IVR software business and the assignment of iVoice's
existing agreements and arrangements with dealers and resellers. This
assignment, contribution and conveyance of assets, liabilities and expenses was
based on an estimate of the proportion of such amounts allocable to iVoice
Technology, utilizing such factors as total revenues, employee headcount and
other relevant factors. iVoice Technology believes that these allocations have
been made on a reasonable basis. iVoice Technology believes that all costs
allocated to iVoice Technology are a reasonable representation of the costs that
iVoice Technology would have incurred if iVoice Technology had performed these
functions as a stand-alone company.

In conjunction with the separation of the IVR software business from iVoice,
iVoice Technology entered into an administrative services agreement with iVoice
for the provision of certain services by iVoice to iVoice Technology following
the Spin-off. This agreement will continue on a month to month basis until
iVoice Technology has found replacement services for those services being
provided by iVoice or can provide these services itself. Following termination
of the administrative services agreement, we expect that iVoice Technology will
operate on a completely stand-alone basis from iVoice and there will be no
business or operating relationship between iVoice and iVoice Technology. iVoice
Technology has no current intention to terminate the administrative services
agreement, seek replacement services, or provide services for itself in the near
future.
                                       22
<PAGE>
RESULTS OF OPERATIONS
---------------------

All of our revenues were derived from the sale or license of our interactive
voice response software products, which enable a caller to obtain requested
information in voice form from a local or non-local database, and maintenance
contracts. Total revenues decreased $8,646 (39.8%) for the three months ended
March 31, 2008 to $13,073 as compared to the same period in the prior year as a
result of a decrease in installations. The low sales volume of the IVR business
is attributable to the minimal resources made available for the sales and
marketing of the interactive voice response software products. Management feels
that the sales of the interactive voice response software products may increase
if greater financial and operational resources were made available for the sales
and marketing of the products

Gross margin decreased $8,646 (39.8%) to $13,073 for the three months ended
March 31, 2008 as compared to the same period in the prior year, as a result of
the decrease in revenues. Total operating expenses decreased $22,080 (19%) to
$94,387 for the three months ended March 31, 2008 as compared to the three
months ended March 31, 2007, as a result of lower engineering, research and
development and legal expenses.

Total other income was $135,870 for the three months ended March 31, 2008 as
compared to an expense of $530,287 for the three months ended March 31, 2007, an
increased of $666,067. The increase in other income is attributed to the gain on
valuation of derivative offset partially by amortization of the discount on
debt.

Net income for the quarter ended March 31, 2008 was $54,496 as compared to a
loss of $625,005 for the quarter ended March 31, 2007. The change in net loss of
was the result of the factors discussed above.

The accretion related to the Series A 10% Convertible Preferred Stock issued on
March 12, 2008 is primarily related to the effect of the low conversion price of
its preferred stock to its common stock relative to the fair value of the common
stock at the initiation of the transaction.

As of March 31, 2008, iVoice Technology had one part-time employee.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

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

On August 12 and November 19, 2004, iVoice Technology issued an aggregate of
$560,000 in secured convertible debentures, with interest payable at 5% per
annum, to YA Global Investments (f/k/a/ Cornell Capital Partners). On February
28, 2005, iVoice Technology's obligations under the secured convertible
debentures were terminated and replaced with a secured promissory note of the
same principal amount, with an additional loan of $140,000 bringing the
promissory note to an aggregate principal of $700,000. The loans evidenced by
the promissory note have not yet been repaid, and are potentially in default.
This promissory note accrues interest at rate of 12% per annum. This promissory
note is not convertible into any equity security of iVoice Technology. In
connection with the issuances of the secured convertible debentures, iVoice
Technology paid a fee to YA Global Investments (f/k/a/ Cornell Capital Partners)
equal to 10% of the aggregate principal amount of the debentures. When the
secured convertible debentures were terminated, iVoice Technology received a
credit for fees that would otherwise have been payable upon the issuance of the
$560,000 in replacement notes. iVoice Technology paid YA Global Investments
(f/k/a/ Cornell Capital Partners)a fee of $14,000 in connection with its
$140,000 additional borrowing. The Company's obligations under the secured
promissory note issued to YA Global Investments (f/k/a/ Cornell Capital
Partners) are secured by a first priority security interest in substantially all
of our assets. iVoice had also guaranteed the payment of all amounts payable by
iVoice Technology pursuant to the secured promissory note. This guaranty
terminated on August 5, 2005.

                                       23
<PAGE>
On March 30, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture (the "Debenture") to YA Global Investments (f/k/a/ Cornell Capital
Partners) for the sum of $700,000 in exchange for the previously issued note
payable for the same amount (see Notes 8 and 9 to the Condensed Financial
Statements). On March 14, 2008, the Company and YA Global Investments agreed
that the Company would redeem all amounts outstanding under the Debenture,
except for the $186,557 of the outstanding interest remaining on the original
notes payable that were originally exchanged for the Debenture. The amount
redeemed was $691,021, consisting of the remaining balance of the Debenture of
$572,815, accrued interest of $32,284, and a redemption premium of $85,922. The
Debenture was amended to change amount to $186,557 with a due date of March 14,
2009. The Debenture shall accrue interest at the rate of 15% per annum, and
shall be convertible at a conversion price equal to 70% of the lowest closing
bid price of the Company's common stock during the 30 trading days immediately
proceeding the conversion date. No conversions can be made prior to November 1,
2008. As of March 31, 2008, the outstanding balance on the Convertible Debenture
was $186,557.

On August 5, 2005, iVoice Technology assumed an aggregate of $190,000 in
liabilities from iVoice and iVoice assigned to iVoice Technology assets having
an aggregate book value of $10,000. iVoice Technology believes that the fair
value of these assets may be greater than the book value, although it has not
undertaken an appraisal. The assumed obligations are described below.

iVoice Technology assumed from iVoice outstanding indebtedness in the amount of
$190,000 payable to Jerry Mahoney. This amount is related to funds that had been
loaned to iVoice in July 2000 that were used to develop the IVR software
business. The amount of $190,000 includes approximately $32,110 for interest on
the original loan from Jerry Mahoney to iVoice. Pursuant to the terms of the
promissory note representing such obligation, iVoice Technology, for value
received, will pay to Mr. Mahoney the principal sum of $190,000 that will bear
interest at the prime rate plus 2% per annum on the unpaid balance until paid or
until default. Interest payments will be due annually. All accrued interest
becomes due on the date of any payment of the promissory note. At the time of
default (if any) the interest rate shall increase to 20% until the principal
balance has been paid. Under the terms of the promissory note, at the option of
the note holder, principal and interest can be converted into either (i) one
share of Class B Common Stock of iVoice Technology, par value $0.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of iVoice
Technology calculated by dividing (x) the sum of the principal and interest that
the note holder has requested to have prepaid by (y) eighty percent (80%) of the
lowest issue price of Class A Common Stock since the first advance of funds
under this note, or (iii) payment of the principal of this note, before any
repayment of interest. The Board of Directors of the Company maintains control
over the issuance of shares and may decline the request for conversion of the
repayment into shares of the Company.

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement with YA Global Investments (f/k/a/ Cornell Capital
Partners), pursuant to which iVoice Technology may, from time to time, issue and
sell to YA Global Investments (f/k/a/ Cornell Capital Partners) our Class A
Common Stock for a total purchase price of up to $10 million. As of March 31,
2008, the Company has sold in the aggregate 190,365,518 shares of Class A Common
Stock to YA Global for net proceeds of $324,520, which are net of fees and
discounts of $59,377, which was used to fund the operations of the Company. The
Standby Equity Distribution Agreement expired on February 5, 2008.

If the Company cannot find sources of additional financing to fund its working
capital needs, the Company will be unable to obtain sufficient capital resources
to operate our business. We cannot assure you that we will be able to access any
financing in sufficient amounts or at all when needed. Our inability to obtain
sufficient working capital funding will have an immediate material adverse
effect upon our financial condition and our business.

                                       24
<PAGE>
The Company currently has no other significant sources of working capital or
cash commitments. However, no assurance can be given that iVoice Technology will
raise sufficient funds from such financing arrangements, or that iVoice
Technology will ever produce sufficient revenues to sustain its operations, or
that a market will develop for its common stock for which a significant amount
of iVoice Technology's financing is dependent upon.

On March 12, 2008, the Company sold 144.444 shares of Series A 10% Convertible
Preferred Stock to iVoice, Inc. for net proceeds of $1,300,000. These funds will
be used to repay the Convertible Debenture and to fund operations and the new
venture in B Green Technologies discussed above.

For the three months ended March 31, 2008, the Company had a net increase in
cash of $786,368. The Company's principal sources and uses of funds were as
follows:

     CASH USED BY OPERATING ACTIVITIES. The Company used $139,416 in cash for
operating activities as compared to $45,021 in the prior year. The increase in
cash used for operating activities is primarily attributed to the payment of
accrued interest and the redemption fee associated with the paydown of the
convertible debenture.

     NET CASH PROVIDED BY FINANCING ACTIVITIES. The Company generated $786,368
from financing activities for the three months ended March 31, 2008 primarily as
a result of net proceeds from the sales of Series A Convertible Preferred Stock,
partially offset by the payment of the convertible debenture in the amount of
$572,815.

There was no significant impact on the Company's operations as a result of
inflation for the three months ended March 31, 2008.

CRITICAL ACCOUNTING POLICIES
----------------------------

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

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

REVENUE RECOGNITION

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

                                       25
<PAGE>
license fee is fixed or determinable and (4) collectability, which is assessed
on a customer-by-customer basis, is probable.

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

The Company derives its revenues from the licensing of its software product and
optional customer support (maintenance) services. Presently, 100% of the
revenues reported by the Company are derived from the licensing of the Company's
IVR software. No revenues have been derived from the sale of optional customer
support services. The Company's standard license agreement provides for a
one-time fee for use of the Company's product in perpetuity for each computer or
CPU in which the software will reside. The Company's software application is
fully functional upon delivery and implementation and does not require any
significant modification or alteration. The Company also offers customers an
optional annual software maintenance and support agreement for the subsequent
one-year periods. Such maintenance and support services are free for the first
year the product is licensed. The software maintenance and support agreement
provides free software updates, if any, and technical support the customer may
need in deploying or changing the configuration of the software. Generally, the
Company does not license its software in multiple element arrangements whereby
the customer purchases a combination of software and maintenance. In a typical
arrangement, software maintenance services are sold separately from the software
product; are not considered essential to the functionality of the software and
are purchased at the customer's option upon the completion of the first year
licensed.

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

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

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

DERIVATIVE LIABILITIES
----------------------

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


OFF BALANCE SHEET ARRANGEMENTS
------------------------------

During the three months ended March 31, 2008, we did not engage in any material
off-balance sheet activities nor have any relationships or arrangements with
unconsolidated entities established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. Further,
we have not guaranteed any obligations of unconsolidated entities nor do we have
any commitment or intent to provide additional funding to any such entities.

                                       26
<PAGE>
ITEM 4T.   CONTROLS AND PROCEDURES
--------   -----------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

Our Board of Directors was advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their assessment
of our internal controls as part of their audit for the year ended December 31,
2007, they have identified a material weakness as defined in Public Accounting
Oversight Board Standard No. 2 in our internal control over financial reporting.
Our auditors have identified the following material weaknesses in our internal
controls as of December 31, 2007 and March 31, 2008:

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

Subsequent to the notification from our independent registered public accounting
firm, our chief executive officer evaluated our internal controls and concurred
that, since the date of the Company's separation from iVoice, Inc. our
disclosure controls and procedures have not been effective to ensure that
information required to be included in our periodic SEC filings is recorded,
processed, summarized, and reported within the time periods specified in the SEC
rules and forms. However, at this time, our resources and size prevent us from
being able to employ sufficient resources to enable us to have adequate
segregation of duties within our internal control system. The Company intends to
remedy the material weakness by hiring additional employees and reallocating
duties, including responsibilities for financial reporting, among the Company's
employees as soon as the Company has the financial resources to do so.
Management is required to apply judgment in evaluating the cost-benefit
relationship of possible changes in our disclosure controls and procedures.

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

An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as defined in Rules 13a-15(e) or
240.15d-15(e) of the Securities Exchange Act of 1934, as amended, as of March
31, 2008. Based on that evaluation, management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures are effective. There has been no change in the internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of ss.240.13a-15 or ss.240.15d-15 of the Exchange Act
that occurred during the

                                       27
<PAGE>
Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting, other than what has been reported above.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our certifying officer is responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14). Our Chief Executive Officer and Chief Financial Officer have:

     a)   designed a framework to evaluate the effectiveness of our internal
          control over our financial reporting as required by paragraph (c) of
          Rule 13a-15 or Rule 15d-15 through the use of ongoing review and
          checks and balances for all transactions and decisions; we have
          designed disclosure controls and procedures to ensure that material
          information relating to our affairs, including our consolidated
          subsidiaries, is made known to us by others within those entities,
          particularly during the period in which this quarterly report is being
          prepared;
     b)   evaluated the effectiveness of our disclosure controls and procedures
          as of the filing date of this quarterly report (the "Evaluation
          Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date.

There have been no changes in our internal controls or in other factors that
could affect these controls including any corrective actions with regard to
deficiencies and material weaknesses. As there has been no change in our
internal controls since disclosure in our Form 10-KSB for the year ending
December 31, 2007, filed with the Securities and Exchange Commission, we
reiterate the following significant deficiencies, which also existed as of
December 31, 2007.

We have identified conditions as of March 31, 2008 that we believe are
significant deficiencies in internal controls that include a lack of segregation
of duties in accounting and financial reporting activities. However, at this
time, our resources and size prevent us from being able to employ sufficient
resources to enable us to have adequate segregation of duties within our
internal control system. The Company intends to remedy the material weakness by
hiring additional employees and reallocating duties, including responsibilities
for financial reporting, among the Company's employees as soon as the Company
has the financial resources to do so. Management is required to apply judgment
in evaluating the cost-benefit relationship of possible changes in our
disclosure controls and procedures.

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


                                       28
<PAGE>
                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-------    -----------------------------------------------------------

On March 12, 2008, the Company sold 144.444 shares of Series A Secured 10%
Convertible Preferred Stock to iVoice, Inc. for net proceeds of $1,300,000.
These funds will be used to repay the Convertible Debenture and to fund
operations and the new venture in B Green Technologies discussed above. The
issuance of the foregoing securities by the Company was a private placement made
in reliance on Section 4(2) of the Securities Act of 1933, as amended.


ITEM 5.    OTHER INFORMATION.
-------    ------------------

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


ITEM 6.    EXHIBITS
-------    --------

           3.1   Amendment to the Certificate of Incorporation dated January 11,
                 2008 filed with the Commission as Exhibit 3.1 to Form 8-K dated
                 January 11, 2008.
           3.2   Amendment to the Certificate of Incorporation dated March 10,
                 2008 filed with the Commission as Exhibit 3.1 to Form 8-K dated
                 March 5, 2008.
           10.1  Administrative Services Agreement Amendment No. 1 by and
                 between iVoice Technology, Inc. and iVoice, Inc. dated March 5,
                 2008 filed with the Commission as Exhibit 10.1 to Form 8-K
                 dated March 5, 2008.
           10.2  Convertible Promissory Note dated March 5, 2008 payable to
                 iVoice, Inc filed with the Commission as Exhibit 10.2 to Form
                 8-K dated March 5, 2008.
           10.3  Security Agreement by and between iVoice Technology, Inc. and
                 iVoice, Inc. dated March 5, 2008 filed with the Commission as
                 Exhibit 10.3 to Form 8-K dated March 5, 2008.
           10.4  Amendment to Secured Convertible Debenture held by YA Global
                 Investments, L.P. dated March 6, 2008 filed with the Commission
                 as Exhibit 10.4 to Form 8-K dated March 5, 2008.
           31.1  Certification required under Section 302 of the Sarbanes-Oxley
                 Act of 2002.
           32.1  Certification required under Section 906 of the Sarbanes-Oxley
                 Act of 2002.



                                       29
<PAGE>
                                   SIGNATURES
                                   ----------

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



                                         iVOICE TECHNOLOGY, INC.



Date: June 13, 2008                      By:  /s/ Jerome Mahoney
                                              ----------------------------
                                              Jerome Mahoney
                                              President, Chief Executive Officer
                                              and Chief Financial Officer























                                       30
<PAGE>
                                INDEX OF EXHIBITS
                                -----------------


3.1    Amendment to the Certificate of Incorporation dated January 11, 2008
       filed with the Commission as Exhibit 3.1 to Form 8-K dated January 11,
       2008.
3.2    Amendment to the Certificate of Incorporation dated March 10, 2008 filed
       with the Commission as Exhibit 3.1 to Form 8-K dated March 5, 2008.
10.1   Administrative Services Agreement Amendment No. 1 by and between iVoice
       Technology, Inc. and iVoice, Inc. dated March 5, 2008 filed with the
       Commission as Exhibit 10.1 to Form 8-K dated March 5, 2008.
10.2   Convertible Promissory Note dated March 5, 2008 payable to iVoice, Inc
       filed with the Commission as Exhibit 10.2 to Form 8-K dated March 5,
       2008.
10.3   Security Agreement by and between iVoice Technology, Inc. and iVoice,
       Inc. dated March 5, 2008 filed with the Commission as Exhibit 10.3 to
       Form 8-K dated March 5, 2008.
10.4   Amendment to Secured Convertible Debenture held by YA Global Investments,
       L.P. dated March 6, 2008 filed with the Commission as Exhibit 10.4 to
       Form 8-K dated March 5, 2008.
31.1   Certification by Chief Executive Officer and Chief Financial Officer
       pursuant to Rule 15d-14 under the Securities Exchange Act.
32.1   Certification by Chief Executive Officer and Chief Financial Officer
       pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
       the Sarbanes-Oxley Act of 2002.











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