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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/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 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
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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


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


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

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

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

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

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


Number of shares of Class A Common Stock, no par value, outstanding as of
January 10, 2007: 28,351,983

Explanatory Note: Part I, Item 3, Controls and Procedures has been revised.

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<PAGE>

                                TABLE OF CONTENTS



PART I.    FINANCIAL INFORMATION

           Item 1.  Condensed Financial Statements (Unaudited)

                    Balance Sheet - September 30, 2006 .................       2

                    Statements of Operations -
                    For the nine months and three months ended
                    September 30, 2006 and 2005 ........................       3

                    Statements of Cash Flows -
                    For the nine months September 30, 2006 and 2005 ....       4

                    Notes to Condensed Financial Statements ............  5 - 16

           Item 2.  Management's Discussion and Analysis of Financial
                    Condition or Plan of Operation ..................... 17 - 23

           Item 3.  Controls and Procedures ............................      24



PART II.   OTHER INFORMATION

           Item 6.  Exhibits ...........................................      25

















                                        1
<PAGE>
                             IVOICE TECHNOLOGY, INC
                       CONDENSED BALANCE SHEET (Unaudited)
                               SEPTEMBER 30, 2006

                                     ASSETS
                                     ------

CURRENT ASSETS
Cash and cash equivalents                                          $   213,657
Accounts receivable                                                     12,083
Prepaid expenses                                                         6,131
                                                                   -----------
      Total current assets                                             231,871

PROPERTY AND EQUIPMENT, NET                                              1,382
                                                                   -----------

TOTAL ASSETS                                                       $   233,253
                                                                   ===========

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

CURRENT LIABILITIES
Accounts payable and accrued expenses                              $   549,193
Due to related parties                                                 158,262
Deferred maintenance contracts                                          16,300
Note payable to related parties                                        190,000
Sales tax payable                                                        1,033
Notes payable                                                          700,000
                                                                   -----------

      Total current liabilities                                      1,614,788
                                                                   -----------


STOCKHOLDERS' (DEFICIT)
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
   no shares issued and outstanding                                       --
Common stock:
  Class A - no par value; authorized 10,000,000,000 shares;
   26,651,983 shares issued, 25,564,834 share outstanding and
   1,087,149 shares in escrow                                          264,509
  Class B - $.01 par value; authorized 50,000,000 shares;
   no shares issued and outstanding                                       --
  Class C - $.01 par value; authorized 20,000,000 shares;
   no shares issued and outstanding                                       --
Additional paid in capital                                           7,081,947
Accumulated deficit                                                 (8,727,991)
                                                                   -----------
      Total stockholders' (deficit)                                 (1,381,535)
                                                                   -----------

TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT)                        $   233,253
                                                                   ===========

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

                                        2
<PAGE>
                             IVOICE TECHNOLOGY, INC
                 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE><CAPTION>

                                                                 For Nine Months Ended             For the Three Months ended
                                                                     September 30,                        September 30,
                                                             ------------------------------      ------------------------------
                                                                 2006              2005              2006              2005
                                                             ------------      ------------      ------------      ------------
<S>                                                          <C>               <C>               <C>               <C>
NET SALES                                                    $     63,475      $     94,756      $      5,425      $     23,918

COST OF SALES                                                       4,224               738               834              --
                                                             ------------      ------------      ------------      ------------

GROSS PROFIT                                                       59,251            94,018             4,591            23,918
                                                             ------------      ------------      ------------      ------------

SELLING GENERAL AND ADMINISTRATIVE EXPENSES
   Selling and marketing expenses                                     175            30,135              --               5,500
   General and administrative expenses                            289,493           413,102            87,376           239,131
   Research and development expenses                               33,323            30,000            12,231            30,000
   Depreciation expense                                               351               469               117               422
                                                             ------------      ------------      ------------      ------------
Total selling general and administrative expenses                 323,342           473,706            99,724           275,053
                                                             ------------      ------------      ------------      ------------

(LOSS) FROM OPERATIONS                                           (264,091)         (379,688)          (95,133)         (251,135)
                                                             ------------      ------------      ------------      ------------

OTHER INCOME (EXPENSE)
   Other income                                                     4,569             3,383             1,664             1,644
   Write-off of financing costs                                      --             (14,000)             --                --
   Interest expense                                              (154,975)          (56,449)          (31,010)          (40,090)
                                                             ------------      ------------      ------------      ------------
Total other income (expense)                                     (150,406)          (67,066)          (29,346)          (38,446)
                                                             ------------      ------------      ------------      ------------

(LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES         (414,497)         (446,754)         (124,479)         (289,581)

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

NET (LOSS) APPLICABLE TO COMMON SHARES                       $   (414,497)     $   (446,754)     $   (124,479)     $   (289,581)
                                                             ============      ============      ============      ============

NET (LOSS) PER COMMON SHARE
   Basic and diluted                                         $      (0.02)     $      (0.04)     $      (0.01)     $      (0.03)
                                                             ============      ============      ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic and diluted                                           19,506,622        10,013,984        24,468,652        10,013,984
                                                             ============      ============      ============      ============
</TABLE>

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

                                        3
<PAGE>
                             IVOICE TECHNOLOGY, INC
                 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
<TABLE><CAPTION>

                                                                     2006             2005
                                                                 -----------      -----------
<S>                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                                       $  (414,497)     $  (446,754)
   Adjustments to reconcile net (loss) to net cash (used in)
   operating activities
   Depreciation                                                          351              469
   Common stock issued for director fees                              17,176             --
   Common stock issued for legal services                             30,000             --
   Common stock issued for repayment of deferred compensation         64,874             --
   Changes in operating assets and liabilities:
      Decrease in accounts receivable                                 19,152           18,648
      (Increase) in prepaid expenses                                    (142)          (6,522)
      Increase in accounts payable and accrued liabilities            67,065          202,464
      (Decrease) in customer deposits                                (21,050)            --
      Increase in due to related parties                              49,337           83,245
      Increase (decrease) in deferred maintenance contracts            4,509          (24,297)
                                                                 -----------      -----------

      Net cash (used in) operating activities                       (183,225)        (172,747)
                                                                 -----------      -----------


CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock through equity financing                 139,334             --
   Cost of issuance of common stock through equity financing         (21,784)
   Net proceeds from sales of convertible debentures                    --            140,000
   Net Investment (return of capital) by iVoice Inc.                    --             (1,082)
                                                                 -----------      -----------

      Net cash provided by financing activities                      117,550          138,918
                                                                 -----------      -----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                          (65,675)         (33,829)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                        $   213,657      $   312,770
                                                                 ===========      ===========

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                              $      --        $    40,090
                                                                 ===========      ===========
   Income taxes                                                  $      --        $      --
                                                                 ===========      ===========
</TABLE>

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

                                        4
<PAGE>
                             IVOICE TECHNOLOGY, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

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

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

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

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

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

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

In conjunction with the Spin-off, iVoice Technology entered into a temporary
administrative service agreement with iVoice. iVoice presently continues to
provide administrative services to the Company on a month to month basis until
the company is able to replace the services provided by iVoice.

                                        5
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006

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

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

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

NOTE 2 - BUSINESS OPERATIONS
----------------------------

The Company will continue to develop, market and license the Interactive Voice
Response ("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.

NOTE 3 - GOING CONCERN
----------------------

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of the Company as a going concern. The Company has
traditionally operated as a non-reporting component of iVoice, Inc. and
accordingly these financial statements have been derived from the consolidated
financial statements and accounting records of iVoice, Inc., and reflect
significant assumptions and allocations. The Company relies on iVoice, Inc. for
administrative, management, research and other services.

As of September 30, 2006, the Company had a net loss, a negative cash flow from
operations as well as negative working capital. These matters raise substantial
doubt about the Company's ability to continue as a going concern. Therefore,
recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon continued operations of the
Company, which in turn, is dependent upon the Company's ability to raise capital
and/or generate positive cash flow from operations.

Management plans on developing new products and increasing their sales to
existing customers, to achieve profitability and to generate a positive cash
flow. Management has also received assurances from Cornell Capital Partners that
they can continue to draw down on their SEDA to fund the working capital needs.

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

                                        6
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

a)   Basis of Presentation

The accompanying financial statements up through August 4, 2005, have been
derived from the consolidated financial statements and accounting records of
iVoice using the historical results of operations and historical basis of assets
and liabilities of the Company's Interactive Voice Response business. Management
believes the assumptions underlying the financial statements are reasonable.

b)   Use of Estimates

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

c)   Revenue Recognition

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

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

                                        7
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


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

c)   Revenue Recognition (Continued)

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.

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 included in selling expenses.
There were no advertising costs for the nine months ended September 30, 2006 and
2005.

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 September 30, 2006.

The Company maintains cash and cash equivalent balances at a financial
institution that is insured by the Federal Deposit Insurance Corporation up to
$100,000. The uninsured cash balances at September 30, 2006, were $121,436.

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.

                                        8
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


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)   (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 computation of basic earnings per share is computed by dividing income
available to common shareholders by the weighted average number of common shares
during the period. Diluted earnings per share gives effect to all dilutive
potential Common shares outstanding during the period. The computation of
diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an anti-dilutive effect on earnings resulting from
the Company's net loss position.


The weighted shares used in the computation are as follows:

                            Nine Months ended           Three Months ended
                      ---------------------------   ---------------------------
                      September 30,  September 30,  September 30,  September 30,
                          2006           2005           2006           2005
                      ------------   ------------   ------------   ------------
Basic and Diluted
EPS Purposes            19,506,622     10,013,984     24,468,652     10,013,984


The company had no common stock equivalents at September 30, 2006.

                                        9
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


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

k)   Recent Accounting Pronouncements

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("FAS 123R"). FAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of FAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of FAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company implemented the
revised standard in the fourth quarter of fiscal year 2005. The Adoption of FAS
123R has not had any effect on the financial Statement of the company.

On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
for Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion 29
to eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. Under FAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance criterion and
fair value is determinable, the transaction must be accounted for at fair value
resulting in recognition of any gain or loss. FAS 153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005. The
implementation of this standard did not have a material impact on its financial
position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion
No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements." SFAS No. 154 requires retrospective application
to prior periods' financial statements of a voluntary change in accounting
principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the
cumulative effect of changing to the new accounting principle in net income in
the period of the change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have a material impact on the Company's
financial position, results of operations, or cash flows.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Statements No. 133 and 140." SFAS
No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1,
"Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets," and permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS No. 133, establishes a requirement to

                                       10
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


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

k)   Recent Accounting Pronouncements (Continued)

evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation, clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. SFAS No. 155 is effective for all financial instruments acquired or
issued after the beginning of the first fiscal year that begins after September
15, 2006. The adoption of FAS 155 is not anticipated to have a material impact
on the Company's financial position, results of operations, or cash flows.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156 requires
an entity to recognize a servicing asset or liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract
under a transfer of the servicer's financial assets that meets the requirements
for sale accounting, a transfer of the servicer's financial assets to a
qualified special-purpose entity in a guaranteed mortgage securitization in
which the transferor retains all of the resulting securities and classifies them
as either available-for-sale or trading securities in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities" and an
acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates. Additionally, SFAS No. 156 requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, permits an entity to choose either the use of an amortization or fair
value method for subsequent measurements, permits at initial adoption a one-time
reclassification of available-for-sale securities to trading securities by
entities with recognized servicing rights and requires separate presentation of
servicing assets and liabilities subsequently measured at fair value and
additional disclosures for all separately recognized servicing assets and
liabilities. SFAS No. 156 is effective for transactions entered into after the
beginning of the first fiscal year that begins after September 15, 2006. The
adoption of FAS 156 is not anticipated to have a material impact on the
Company's financial position or results of operations.

In September 2006, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurement" ("SFAS No. 157"). This standard provides guidance for using fair
value to measure assets and liabilities. SFAS No. 157 applies whenever other
standards require (or permit) assets or liabilities to be measured at fair value
but does not expand the use of fair value in any new circumstances. Prior to
SFAS No. 157, the methods for measuring fair value were diverse and
inconsistent, especially for items that are not actively traded. The standard
clarifies that for items that are not actively traded, such as certain kinds of
derivatives, fair value should reflect the price in a transaction with a market
participant, including an adjustment for risk, not just the company's
mark-to-model value. SFAS No. 157 also requires expanded disclosure of the
effect on earnings for items measured using unobservable data. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company is
currently evaluating the impact of this statement on its financial statements
and expects to adopt SFAS No.157 on December 31, 2007.

                                       11
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


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

k)   Recent Accounting Pronouncements (Continued)

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans -- An Amendment of FASB
Statements No. 87, 88, 106, and 132R." This standard requires an employer to:
(a) recognize in its statement of financial position an asset for a plan's
overfunded status or a liability for a plan's underfunded status; (b) measure a
plan's assets and its obligations that determine its funded status as of the end
of the employer's fiscal year (with limited exceptions); and (c) recognize
changes in the funded status of a defined benefit postretirement plan in the
year in which the changes occur. Those changes will be reported in comprehensive
income. The requirement to recognize the funded status of a benefit plan and the
disclosure requirements are effective as of the end of the fiscal year ending
after December 15, 2006. The requirement to measure plan assets and benefit
obligations as of the date of the employer's fiscal year-end statement of
financial position is effective for fiscal years ending after December 15, 2008.
The Company is evaluating the impact of this statement on its financial
statements and believes that such impact may be material.


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

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

The Company has assumed an outstanding promissory demand note in the amount of
$190,000 payable to Jerry Mahoney, President and Chief Executive Officer of
iVoice and Non-Executive Chairman of the Board of iVoice Technology. This amount
is related to funds loaned to iVoice and is unrelated to the operations of
iVoice Technology. The note will bear interest at the rate of prime plus 2.0%
per annum on the unpaid balance until paid. Interest payments are due and
payable annually. Under the terms of the Promissory Note, at the option of the
Note holder, principal and interest can be converted into either (i) one share
of Class B Common Stock of iVoice Technology, Inc., par value $.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of iVoice
Technology, Inc. calculated by dividing (x) the sum of the principal and
interest that the Note holder has requested to have prepaid by (y) eighty
percent (80%) of the lowest issue price of Class A Common Stock since the first
advance of funds under this Note, or (iii) payment of the principal of this
Note, before any repayment of interest. The Board of Directors of the Company
maintains control over the issuance of shares and may decline the request for
conversion of the repayment into shares of the Company. As of September 30,
2006, the outstanding balance owed Mr. Mahoney is $190,000 plus accrued interest
of $22,045.

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.

                                       12
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


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

On September 26, 2006, Mr. Mahoney's employment agreement was amended whereby
his position was revised, effective August 31, 2006, from Non-executive Chairman
to President and Chief Executive Officer. All other terms and conditions
remained unchanged. The Board has the option to pay Mr. Mahoney's compensation
in the form of Class B Common Stock. Mr. Mahoney also 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. During the nine
months ended September 30, 2006, Mr. Mahoney deferred $28,992 of his
compensation and received 1,326,240 shares of Class A stock as a repayment of
$11,140 of deferred compensation. As of September 30, 2006, the outstanding
balance due to Mr. Mahoney is $104,402.

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. Mr. Meller had agreed to defer all but
$20,000 of his compensation until such time that Board of Directors determines,
in its sole discretion, that the Company has sufficient financial resources to
pay his compensation. The Board of Directors may also elect to pay Mr. Meller
the balance of his compensation in the form of Company Class A or Class B Common
Stock.

On August 30, 2006. Mr. Mahoney was elected to the position of President and
Chief Executive Officer to serve until his replacement is elected and duly
qualified, replacing Mark Meller, who has resigned. Effective August 30, 2006,
Mr. Mahoney shall no longer serve as Non-executive Chairman of the Board, but
shall continue to serve as the company Secretary.

During the nine months ended September 30, 2006, Mr. Meller received 1,326,240
shares of Class A stock as a repayment of $11,140 for deferred compensation. As
of September 30, 2006, the outstanding balance due to Mr. Meller is $53,860.


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

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

                                       13
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006

NOTE 6 - INCOME TAXES (CONTINUED)
---------------------

At September 30, 2006, deferred tax assets consist of the following:

     Deferred tax assets                  $  336,000
     Less: Valuation allowance              (336,000)
                                          ----------
           Net deferred tax assets             -0-
                                          ==========

At September 30, 2006, the Company had a federal net operating loss carry
forward in the approximate amount of $987,000 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 7 - DEBT
-------------

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
notes are in the aggregate amount of $700,000, $560,000 loaned through the
previously issued and exchanged convertible debentures in 2004 and $140,000
advanced on February 28, 2005. A commitment fee of 10% of the face amount of the
previously issued convertible debentures and recently issued promissory note was
paid at the time of each advance. The previously paid commitment fees were
credited against commitment fees due and owing against the promissory note. The
balance of the commitment fee owed from the recently issued promissory note was
paid on February 28, 2005, at the time that such $140,000 was advanced to the
Company. As of September 30, 2006, the balance on the promissory notes was
$700,000 plus accrued interest of $148,354.

The promissory note bears interest at the rate of 12% per annum. Weekly
principal installments of $10,000, plus interest, were to commence on September
1, 2005 and continue on the first day of each calendar month thereafter until
the principal is paid in full. The promissory notes matured on September 1, 2006
with a lump sum payment due of any remaining principal and/or interest. The
Company is in default of the payment schedule and therefore, the balance has
been recorded as a current liability. In addition, as a result of the default,
the interest rate has been increased to 18%. To date, no weekly principal
payments have been made.

NOTE 8 - STANDBY EQUITY DISTRIBUTION AGREEMENT
----------------------------------------------

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement (the "SEDA") with Cornell Capital Partners, LP ("Cornell
Capital Partners") (which was amended and restated on December 12, 2005) whereby
Cornell agrees to purchase up to $10 million of the Company's Class A Common
Stock over a two-year period. The shares issued under the SEDA must be first
registered under the Securities Act of 1933, as amended. The purchase price of
the Common Stock shall be at ninety-five percent (95%) of the lowest trading
price of the Company's Common Stock during the five consecutive trading day
period following the notification by the Company of its request for an advance
from Cornell under the SEDA. In connection with the SEDA, the Company entered
into an Escrow Agreement, Registration Rights Agreement and Placement Agent
Agreement. As of September 30, 2006, the Company has sold 10,450,851 shares of
Class A common stock to Cornell Capital for net proceeds of $117,550 net of fees
and discounts of $21,784.

                                       14
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


NOTE 9 - CAPITAL STOCK
----------------------

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

a)   Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred Stock,
par value $1.00 per share. As of September 30, 2006, iVoice Technology has not
issued any shares of Preferred Stock.

b)   Class A Common Stock

As of September 30, 2006, there are 10,000,000,000 shares of Class A Common
Stock authorized, no par value, and 26,651,983 shares were issued and 25,564,834
were outstanding and 1,087,149 shares in escrow.

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

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

For the nine months ended September 30, 2006, the Company had the following
transactions in its Class A common stock:

o    The Company issued 2,652,480 shares of Class A common stock, with a total
     value of $22,280 to officers of the Company as repayment of accrued
     salaries. The fair market value of the shares was $64,874, resulting in a
     charge to beneficial interest of $42,594.

o    The Company issued 1,000,000 shares of Class A common stock, with a total
     value of $10,482 for legal services of the Company as repayment of accrued
     legal fees. The fair market value of the shares was $30,000, resulting in a
     charge to beneficial interest of $19,518.

o    The Company issued 572,519 shares of Class A common stock, with a total
     value of $6,000 for Director fees of the Company as repayment of accrued
     Director fees. The fair market value of the shares was $17,176, resulting
     in a charge to beneficial interest of $11,176.

o    The Company issued 10,450,851 shares of Class A common stock per the
     Standby Equity Distribution Agreement with Cornell Capital valued at
     $139,334.
                                       15
<PAGE>
                             IVOICE TECHNOLOGY, INC.
         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                               SEPTEMBER 30, 2006


NOTE 9 - CAPITAL STOCK (CONTINUED)
----------------------

c)   Class B Common Stock

As of September 30, 2006, there are 50,000,000 shares of Class B Common Stock
authorized, par value $.01 per share. Each holder of Class B Common Stock has
voting rights equal to 100 shares of Class A Common Stock. A holder of Class B
Common Stock has the right to convert each share of Class B Common Stock into
the number of shares of Class A Common Stock determined by dividing the number
of Class B Common Stock being converted by a 20% discount of the lowest price
that iVoice Technology, Inc. had ever issued its Class A Common Stock. Upon our
liquidation, dissolution, or winding-up, holders of Class B Common Stock will be
entitled to receive distributions. As of September 30, 2006, no shares were
issued or outstanding.

d)   Class C Common Stock

As of September 30, 2006, there are 20,000,000 shares of Class C Common Stock
authorized, par value $.01 per share. Each holder of Class C Common Stock is
entitled to 1,000 votes for each share held of record. Shares of Class C Common
Stock are not convertible into Class A Common Stock. Upon liquidation,
dissolution or wind-up, the holders of Class C Common Stock are not entitled to
receive our net assets pro rata. As of September 30, 2006, no shares were issued
or outstanding.


NOTE 10 - STOCK OPTIONS PLANS
-----------------------------

Stock Option Plans

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

The Company did not issue any stock options for the nine months ended September
30, 2006.


                                       16
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
          PLAN OF OPERATION

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

OVERVIEW AND PLAN OF OPERATION

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

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

          The emerging nature of the interactive voice response industry, make
it difficult to assess the future growth of iVoice Technology.

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

          iVoice Technology has received a going concern opinion from its
auditors. Its continuation as a going concern is dependent upon obtaining the
financing necessary to operate its business. The financing of our working
capital needs are expected to be provided, in large part, from the sale of Class
A Common Stock to Cornell Capital Partners pursuant to the terms of the Standby
Equity Distribution Agreement ("SEDA").

                                       17
<PAGE>
However, Cornell Capital Partners is under no obligation to purchase any shares
of our Class A Common Stock unless certain conditions are met by iVoice
Technology, including completing the Spin-Off, listing our Class A Common Stock
on the Over-the-Counter Bulletin Board and having a registration statement
declared effective by the SEC of shares to be sold to Cornell Capital Partners
pursuant to the Securities Act of 1933, as amended. [See "Liquidity and Capital
Resources."] As of August 5, 2005, pursuant to the above-mentioned terms of the
SEDA, iVoice Technology Class A Common Stock is listed and trades on the
Over-the-Counter Bulletin Board and the Spin-Off has been completed.

          If iVoice Technology cannot fund its working capital needs under the
SEDA with Cornell Capital Partners, we will be unable to obtain sufficient
capital resources to operate our business, and currently have no other plans to
obtain alternative financing. We cannot assure you that we will be able to
access any financing in sufficient amounts or at all when needed. Our inability
to obtain sufficient working capital funding will have an immediate material
adverse effect upon our financial condition and our business.

SEPARATION FROM IVOICE

          iVoice Technology was incorporated under the laws of the State of New
Jersey on November 10, 2004, as a wholly-owned subsidiary of iVoice. iVoice
Technology had no material assets or activities until the contribution of the
IVR software business from iVoice. Pursuant to the Spin-off, iVoice Technology
is now an independent public company, with iVoice having no continuing ownership
interest in iVoice Technology.

          On November 11, 2004, iVoice Technology received by assignment all of
the interests in and rights and title to, and assumed all of the obligations of,
all of the agreements, contracts, understandings and other instruments of iVoice
Technology, Inc., a Nevada corporation. These agreements, contracts,
understandings and other instruments consisted of the documentation relating to
the issuance of the secured convertible debentures and the SEDA, the employment
agreements with Messrs. Mahoney and Seidler and the administrative services
agreement. Since this assignment, iVoice Technology Nevada has no operating
business, assets or known liabilities, and is now dissolved. When we refer to or
describe any agreement, contract or other written instrument of iVoice
Technology, such references may be to an agreement, contract or other written
instrument that had been entered into by iVoice Technology Nevada and assigned
to iVoice Technology.

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

          iVoice Technology operates the IVR software business. iVoice
Technology intends to use a portion of the proceeds from any financing
arrangements, on sales and marketing efforts for IVR. It is unclear whether such
efforts will result in a reasonably successful operating business due to
iVoice's previous lack of sales and marketing efforts on IVR, iVoice
Technology's lack of operating history, the current economic environment and,
more specifically, the uncertainty of the telecommunications market.

          As of August 5, 2005, iVoice assigned, contributed and conveyed to
iVoice Technology the iVoice corporate assets, liabilities and expenses related
to the IVR software business, including the IVR software

                                       18
<PAGE>
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 for itself. Following
termination of the administrative services agreement, we expect that iVoice
Technology will operate on a completely stand-alone basis from iVoice and there
will be no business or operating relationship between iVoice and iVoice
Technology, except that iVoice Technology will continue to sub-lease space from
iVoice. Our shares of Class A Common Stock were distributed to iVoice's
stockholders on or about August 12, 2005.

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 2005

          All of our revenues were derived from the sale or license of our
interactive voice response software products, which enable a caller to obtain
requested information in voice form from a local or non-local database. Total
revenues for the nine months ended September 30, 2006 and September 30, 2005
were $63,475 and $94,756, respectively. The $31,281 decrease in revenue between
the nine months ended September 30, 2006 and the nine months ended September 30,
2005 was primarily the result of lower maintenance sales. 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 for the nine months ended September 30, 2006 and
September 30, 2005 was $59,251 and $94,018, respectively. The decrease of
$34,767 was primarily due to the reduced gross margin on the lower maintenance
sales of $30,433, which carriers no direct costs.

          Total operating expenses decreased to $323,342 for the nine months
ended September 30, 2006 from $473,706 for the nine months ended September 30,
2005, a decrease of $150,364. This decrease in the current nine months period is
primarily attributable to decrease in legal and professional fees for $100,832
and the decrease in selling expense of $29,960.

          Total other income (expense) for the nine months ended September 30,
2006 was an expense of $150,406 as compared to expense of $67,066 for the nine
months ended September 30, 2006, an increase of $83,340. During the nine months
ended September 30, 2006, iVoice Technology recorded $154,975 of interest
expense and $4,569 of interest income. During the nine months ended September
30, 2005, iVoice Technology allocated $14,000 for financing costs, $56,449 for
interest expenses and $3,383 for other income. The finance costs were for fees
paid to Cornell Capital Partners for additional financing arrangements. The
other income was primarily from interest earned on the cash accounts. The
interest expense was for accrued interest on promissory note to Cornell Capital
Partners.
                                       19
<PAGE>
          Net loss for the nine months ended September 30, 2006 was $414,497 as
compared to a loss of $446,754 for the nine months ended September 30, 2005. The
decrease in net loss of $32,257 was the result of the factors discussed above.

          As of September 30, 2006, iVoice Technology had one full-time employee
and one part-time employee.

THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2005

          All of our revenues were derived from the sale or license of our
interactive voice response software products, which enable a caller to obtain
requested information in voice form from a local or non-local database. Total
revenues for the three months ended September 30, 2006 and September 30, 2005
were $5,425 and $23,918 respectively. The $18,493 decrease in revenue between
the three months ended September 30, 2006 and the three months ended September
30, 2005 was the result of decrease of systems being sold in 2006 as compared to
2005. Prior to August 5, 2005, the IVR business has only operated as a division
and/or subsidiary of iVoice and has never operated on a stand-alone basis. The
low sales volume of the IVR business is attributable to the minimal resources
made available by iVoice for the sales and marketing of the interactive voice
response software products. Management feels that the sales of the interactive
voice response software products may increase if greater financial and
operational resources were made available for the sales and marketing of the
products. If iVoice Technology can obtain funds under the SEDA, iVoice
Technology will be able to devote more resources to operating the business. See
"Liquidity and Capital Resources."

          Gross margin for the three months ended September 30, 2006 and
September 30, 2005 was $4,591 and $23,918, respectively. Software and
maintenance revenue has a very low direct cost content, so a reduction in Sales
follows through to Gross margin.

          Total operating expenses decrease to $99,724 for the three months
ended September 30, 2006 from $275,053 for the three months ended September 30,
2005, a decrease of $175,329. This decrease in the current three months period
is primarily attributable to a decrease in legal and professional fees for
$136,193, a decrease in Selling expense of $5,500 and a decrease in Research and
development expense of $17,769.

          Total other income (expense) for the three months ended September 30,
2006 were an expense of $29,346 as compared to expense of $38,446 for the three
months ended September 30, 2005, a decrease of $9,100. During the three months
ended September 30, 2006, iVoice Technology recorded $31,010 of interest expense
and $1,664 of other income. During the three months ended September 30, 2005,
iVoice Technology recorded $40,090 for interest expense and $1,644 for other
income. The other income was primarily from interest earned on the cash
accounts. The interest expense was for accrued interest on related party debts
and the promissory notes to Cornell Capital Partners.

          Net loss for the three months ended September 30, 2006 was $124,479 as
compared to a loss of $289,581 for the three months ended September 30, 2005.
The decrease in net loss of $165,102 was the result of the factors discussed
above.

                                       20
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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

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

          On September 22, 2005, we entered into a Standby Equity Distribution
Agreement ("SEDA") with Cornell Capital Partners, L.P. ("Cornell Capital"),
which was amended and restated on December 12, 2005. Pursuant to the SEDA, we
may, at our discretion, periodically issue and sell to Cornell Capital shares of
Class A Common Stock for a total purchase price of $10.0 million. The maximum
amount of each advance amount is $600,000 per advance notice. A minimum of five
trading days must pass between each advance notice. Cornell Capital will
purchase the shares of Class A Common Stock for a 5% discount to the prevailing
market price of our common stock. In addition, Cornell Capital will retain 6% of
each advance under the SEDA, and Cornell Capital was paid a one-time commitment
fee equal to 150,000 shares of iVoice Technology Class A Common Stock. The
obligation of Cornell Capital to purchase shares under the SEDA terminates upon
the suspension of the effectiveness of the registration statement of which this
Report is a part for an aggregate of fifty trading days or the failure of iVoice
Technology to remedy a material breach of the SEDA within thirty days of receipt
of notice. The initial closing under the SEDA and each subsequent closing of a
purchase and sale of shares are conditioned upon the satisfaction of customary
conditions.

          Cornell Capital Partners is under no obligation to purchase any shares
of Class A Common Stock unless certain conditions are met by iVoice Technology,
including listing our Class A Common Stock on the NASD Over-the-Counter Bulletin
Board and having the registration statement relating to the SEDA declared
effective. As of September 30, 2006, the Class A Common Stock is trading on the
NASD Over-the-Counter Bulletin Board. If iVoice Technology cannot satisfy the
remaining requirements for Cornell Capital Partners to purchase the Class A
Common Stock under the terms of the SEDA, we will not be able to obtain
sufficient capital resources to operate our business, and we have no current
plans to obtain alternative financing. We cannot assure you that we will be able
to access any financing in sufficient amounts or at all when needed. Our
inability to obtain sufficient financing would have an immediate material
adverse effect on us, our financial condition and our business. Management
believes that its going-forward expenses for the twelve months following the
date of this Report will be approximately $432,000, which includes salaries for

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<PAGE>
iVoice Technology's officers and employees, and assuming iVoice Technologies has
no revenues in such period, iVoice Technology expects to incur liabilities of
approximately $432,000 during the period. Management has no current plan to hire
additional employees, perform additional research and development or purchase
additional equipment or services beyond the requirements of the administrative
services agreement with iVoice. If there are additional deficiencies that are in
excess of the proceeds of the secured promissory note, and iVoice Technology is
unable to obtain funds from the sale of our Class A Common Stock to Cornell
Capital Partners, management believes that iVoice Technology can limit its
operations, defer payments to management and maintain its business at nominal
levels until it can identify alternative sources of capital.

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

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

          iVoice Technology assumed from iVoice an outstanding promissory demand
note in the amount of $190,000 payable to Jerry Mahoney. This amount is related
to funds that had been loaned to iVoice in July 2000 that were used to develop
the IVR software business. Pursuant to the terms of the promissory note, iVoice
Technology, for value received, will pay to Mr. Mahoney the principal sum of
$190,000 that will bear interest at the prime rate plus 2% per annum on the
unpaid balance until paid or until default. Interest payments will be due
annually. All accrued interest becomes due on the date of any payment of the
promissory note. At the time of default (if any) the interest rate shall
increase to 20% until the principal balance has been paid. Under the terms of
the promissory note, at the option of the note holder, principal and interest
can be converted into either (i) one share of Class B Common Stock of iVoice
Technology, par value $0.01, for each dollar owed, (ii) the number of shares of
Class A Common Stock of iVoice Technology calculated by dividing (x) the sum of
the principal and interest that the note holder has requested to have prepaid by
(y) eighty percent (80%) of the lowest issue price of Class A Common Stock 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.

          During the nine months ended September 30, 2006, the Company had a net
decrease in cash of $65,675. The Company's principal sources and uses of funds
were as follows:

          CASH USED BY OPERATING ACTIVITIES. The Company used $183,225 in cash
for operating activities during the nine months ended September 30, 2006. This
was primarily the result of the cash used to fund the cash loss from current
operating activities.

          CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities for the
nine months ended September 30, 2006 provided a total of $117,550 in cash. This
consisted of net proceeds from the issuance of common stock through the equity
financing with Cornell Capital Partners.

                                       22
<PAGE>
FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

Certain information included in this Form 10-QSB and other materials filed or to
be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.













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<PAGE>
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 June 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 weaknesses in our internal controls:

     A material weakness in the Company's internal controls existed as of June
     30, 2006, due to the Company's limited number of employees. With regard to
     such personnel, there is a weakness as a result of the limited segregation
     of duties amongst the Company's 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 our disclosure controls and procedures are not 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, 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. 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.

RISK FACTOR RELATED TO CONTROLS AND PROCEDURES

     THE COMPANY HAS A MATERIAL WEAKNESS IN INTERNAL CONTROLS DUE TO A LIMITED
SEGREGATION OF DUTIES, 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. 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.

                                       24
<PAGE>
PART II - OTHER INFORMATION


ITEM 6.   EXHIBITS

          10.1  Amendment No. 5 to the Employment Agreement dated August 1, 2004
                (the "Employment Agreement"), by and between iVoice Technology,
                Inc., a New Jersey corporation and Jerome Mahoney filed with the
                Commission as Exhibit 10.1 on the Current Report on Form 8-K
                dated August 31, 2006 which is incorporated herein by reference.

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

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
























                                       25
<PAGE>
                                   SIGNATURES


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


iVoice Technology, Inc.



By: /s/ Jerome Mahoney                                Date: January 16, 2007
    ------------------------------------------------------------------------
    Jerome Mahoney, President and
    Principal Financial Officer
































                                       26
<PAGE>
                                INDEX OF EXHIBITS



          10.1  Amendment No. 5 to the Employment Agreement dated August 1, 2004
                (the "Employment Agreement"), by and between iVoice Technology,
                Inc., a New Jersey corporation and Jerome Mahoney filed with the
                Commission as Exhibit 10.1 on the Current Report on Form 8-K
                dated August 31, 2006 which is incorporated herein by reference.

          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



































                                       27