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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2


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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

                                       OR

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

For the transition period from _____________________ to ________________________

Commission file number: 333-120490

                             IVOICE TECHNOLOGY, INC
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             (Exact name of registrant as specified in its charter)

          NEW JERSEY                                        20-1862731
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(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]


Number of shares of Class A Common Stock, no par value, outstanding as of
February 6, 2007: 28,351,983 Explanatory Note: Part I Item 3, Controls and
Procedures has been revised.

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ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company maintains a set of disclosure 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 were advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their performance
of review procedures for the period ended September 30, 2006, they have
identified a material weakness as defined in Public Company Accounting Oversight
Board Standard No. 2 in our internal control over financial reporting. Our
auditors have identified the following material weakness in our internal
controls:

     A material weakness in the Company's internal controls existed as of
     September 30, 2006. The material weakness was identified as the Company's
     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 the 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 consolidated 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 its 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.


CHANGES IN INTERNAL CONTROLS

Management of the Company has evaluated, with the participation of the Chief
Executive Officer of the Company, any change in the Company's internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the fiscal quarter covered by this Quarterly
Report on Form 10-QSB. There was no change in the Company's internal control
over financial reporting identified in that evaluation that occurred during the
fiscal quarter covered by this Quarterly Report on Form 10-QSB that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting, other than what has been reported
above.

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RISK FACTOR RELATED TO CONTROLS AND PROCEDURES

     The Company has limited segregation of duties amongst its employees with
respect to the Company's preparation and review of the Company's financial
statements due to the Company's limited number of employees, which is a material
weakness in internal controls, and if the Company fails to maintain an effective
system of internal controls, it may not be able to accurately report its
financial results or prevent fraud. As a result, current and potential
stockholders could lose confidence in the Company's financial reporting which
could harm the trading price of the Company's stock.

Effective internal controls are necessary for the Company to provide reliable
financial reports and prevent fraud. Inferior internal controls could cause
investors to lose confidence in the Company's reported financial information,
which could have a negative effect on the trading price of the Company's stock.
Management has found it necessary to limit the Company's administrative staffing
in order to conserve cash, until the Company's level of business activity
increases. As a result, there is very limited segregation of duties amongst the
administrative employees, and the Company and its independent public accounting
firm have identified this as a material weakness in the Company's internal
controls. The Company intends to remedy this material weakness by hiring
additional employees and reallocating duties, including responsibilities for
financial reporting, among the Company's employees as soon as there are
sufficient resources available. However, until such time, this material weakness
will continue to exist. Despite the limited number of administrative employees
and limited segregation of duties, management believes that the Company's
administrative employees are capable of following its disclosure controls and
procedures effectively.














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                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS

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

     32.1 Certification Pursuant To 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act Of 2002





























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                                   SIGNATURES

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


iVoice Technology, Inc.


By: /s/ Jerome Mahoney                                  Date: February 7, 2007
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    Jerome Mahoney, President and
    Principal Financial Officer






























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                                INDEX OF EXHIBITS

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

     32.1 Certification Pursuant To 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act Of 2002



































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