UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








Form 10-K










x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





COMMISSION FILE NUMBER 000-29341





iVoice, Inc.

(Name of small business issuer in its charter)New Jersey

(State or other jurisdiction of incorporation or organization)
51-0471976

(I.R.S. Employer Identification No.)750 Highway 34, Matawan, NJ

(Address of principal executive offices)
07747

(Zip Code)Issuer's telephone number (732) 441-7700Securities registered under Section 12(b) of the Exchange Act: None.Securities registered under Section 12(g) of the Exchange Act: Class A Common, No Par Value





Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes r No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes r No x





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. x Yes r No





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





Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x




Large Accelerated filer r                   Accelerated filer  rNon-accelerated filer r      (Do not check if a smaller reporting company)    Smaller reporting Company   x





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





The aggregate market value of the voting Common Stock held by non-affiliates on June 30, 2010 (the last business day of our most recently completed second fiscal quarter) was $1,057,442 using the closing price on June 30, 2010.





As of April 11, 2011, the Registrant had 6,265,563,493 shares of Class A, no par value common stock outstanding.














TABLEOF CONTENTS





PART IItem 1.
Business
3Item 2.
Properties
14Item 3.
Legal Proceedings
14PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
15Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
21Item 8.
Financial Statements and Supplementary Data
25Item 9A(T).
Controls & Procedures
25PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
27Item 11.
Executive Compensation
29Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
31Item 13.
Certain Relationships and Related Transactions, and Director Independence
33Item 14.
Principal Accountant Fees and Services
33PART IVItem 15.
Exhibits and Financial Statement Schedules
34










PART I





Item1. Business





Background





Our corporate configuration is the result of a number of separate transactions over the past several years. On May 21, 1999, International Voice Technologies, Corp., a Delaware corporation, merged with and into Visual Telephone International, Inc. Visual Telephone changed its name to iVoice.com, Inc. and we changed our NASD OTC Bulletin Board trading symbol to “IVOC.”





On April 25, 2003, we formed a wholly owned subsidiary in the State of New Jersey and on May 5, 2003, we changed our state of incorporation from Delaware to New Jersey by merging into the newly formed New Jersey subsidiary.





On February 2, 2004, we spun out our wholly owned subsidiary, Trey Resources Inc. by distributing a special dividend to our shareholders of Trey Resources, Inc. Class A Common Stock shares and on August 5, 2005, we spun out three of our operating companies by distributing special dividends to our shareholders of Class A Common Stock of our three wholly owned subsidiaries: iVoice Technology Inc, Deep Field Technologies Inc and SpeechSwitch Inc.





In May 2005, we formed a new wholly owned subsidiary, iVoice Acquisition Corporation in the State of New Jersey to facilitate future acquisitions made by us.





On January 6, 2006, iVoice Acquisition Corporation entered into an Agreement and Plan of Merger with Thomas Pharmaceuticals Ltd., a New York corporation (“Thomas NY”). Under the terms of the Agreement, Thomas NY merged into iVoice Acquisition Corporation with this company changing its name to Thomas Pharmaceuticals, Ltd. (“Thomas NJ”).  The shareholders of Thomas NY exchanged all of their common stock shares of Thomas NY for 500,000 Thomas NJ Series A Convertible Preferred Stock (“Series A Preferred Stock”) shares. In 2007, the Series A Preferred Stock shareholders elected to have the Company spin-off Thomas NJ from iVoice.





On March 6, 2006, we formed a new wholly owned subsidiary, iVoice Innovations, Inc. in the State of New Jersey.  This subsidiary will be used to either acquire other operating companies or for a potential spin-off of an existing asset of ours..





On April 10, 2006, pursuant to approval by a majority of voting shares at the Annual Meeting of Shareholders held on March 31, 2006, an Amendment to the Certificate of Incorporation dated April 7, 2006 was accepted by the State of New Jersey (the “Amendment”) to effect a one for two hundred reverse stock split (the “Reverse Split”). The Reverse Split took effect on April 27, 2006 and the trading symbol of our Class A Common Stock was changed to “IVOI”.





On November 14, 2007, we spun off our Thomas Pharmaceuticals subsidiary by distributing a special dividend to our shareholders of shares of Class A Common Stock of Thomas Pharmaceuticals Ltd.





3




On March 12, 2008, the Company acquired 1,444.44 shares of iVoice Technology, Inc. Series A 10% Convertible Preferred Stock for $1,444,444.  At the time that the Company acquired these shares, the holder of each share of Series A Preferred Stock had the right to one vote for each share of Common Stock into which such Series A Preferred Stock could then be converted, and the holders of the Series A Preferred Stock shall not have in the aggregate more than seventy percent (70%) of the total votes of all classes of voting stock of the Corporation that would vote at a meeting of shareholders. On March 6, 2009, iVoice Technology amended their Certificate of Incorporation to remove the voting and conversion rights of the Series A Convertible Preferred Stock. Based on this change, the Company no longer has any voting rights in the stock of iVoice Technology. On November 16, 2009, iVoice Technology completed a merger with its wholly owned subsidiary B Green Innovations, Inc, and renamed the company B Green Innovations, Inc. (“B Green Innovations”). The Company and B Green Innovations continue to share common management and the Company is a major investor in B Green Innovations, and as such, according to provisions of FASB Accounting Standards Codification (“ASC”) Topic 810 “Consolidation”, iVoice, Inc. is required to consolidate the results of operations of B Green Innovations with those of iVoice and its other subsidiary.





On March 9, 2011, iVoice, Inc. (“iVoice”) entered into an Agreement and Plan of Merger (the “Agreement”) with Hydra Fuel Cell Corporation (“Hydra”).  Hydra is a wholly owned subsidiary of American Security Resources Corporation.   Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company.  All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock.  Based upon the present number of iVoice Class A Common Stock shares outstanding, the Hydra shareholders will hold 61.48% of the voting shares of iVoice.





The closing for this contemplated transaction is expected upon:  (i) completion of due diligence, (ii) certain specific conditions as set forth in the Agreement and the approval of this transaction by the Hydra and iVoice shareholders.  iVoice will prepare and file with the Securities and Exchange Commission an Information Statement on Schedule 14C.




Our principal offices and facilities are located at 750 Highway 34, Matawan, NJ 07747 and our telephone number is (732) 441-7700.  Our common stock is quoted on the NASD OTC Bulletin Board under the trading symbol “IVOI.”





Our Business





We have determined that the best way to create shareholder value, separate and apart from our operating performance, is by spinning off and distributing shares of our wholly owned subsidiaries if the form of a special dividend to our shareholders.





The common stock distributions are part of a broader strategy relating to our transition into a company focused on the development and licensing of proprietary technologies. To date we have filed fifteen patent applications with the United States Patent and Trademark Office for speech enabled applications that we have developed internally.  Of the patent applications we have filed, four (4) patents have been awarded.





We will also continue to search for potential merger candidates with or without compatible technology and products, in a further attempt to increase shareholder value (see above).





In March 2008, we invested $1.4 million in iVoice Technology which is dedicated to becoming a “green” technology company, focused on acquiring and identifying promising technologies that address environmental issues. In November 2009, iVoice Technology changed its name to B Green Innovations, Inc. (“B Green Innovations”)(OTC Bulletin Board: BGNN). In March 2010, we invested an additional $1.1 million in B Green Innovations so they could execute their strategic business plan and improve shareholder value. This funding is basic to fulfilling B Green’s commitment to realize its additional product offerings and potential opportunities.





4




Patents and Trademarks





We have five patent applications in our portfolio.  These applications include the “Wirelessly Loaded Speaking Medicine Container”, the “Methodology for Talking Consumer Products with Voice Instructions via Wireless Technology”, the “Product Identifier and Receive Spoken Instructions”, the “Pedestrian Air Bag Device” and the “Traffic Signal System with Countdown Signaling and with Advertising and/or News Message”.





We have been developing proprietary technology for eight years.  Developing and licensing proprietary technology has various uncertainties, which include, our ability to protect the intellectual property for our technology; obtaining patents that are broad enough to prevent competitors from introducing similar products on the market; unintentionally infringing on the proprietary rights of others; and receiving approval from the United States Patent and Trademark Office, or the USPTO.





Our ability to continue to develop and license unique technologies and to license and sell these technologies will have a significant impact on our prospects for the future.





Mergers and Acquisitions





We continue to search for potential merger candidates with or without compatible technology and products, which management feels may make financing more appealing to potential investors.





On March 9, 2011, iVoice, Inc. (“iVoice”) entered into an Agreement and Plan of Merger (the “Agreement”) with Hydra Fuel Cell Corporation (“Hydra”).  Hydra is a wholly owned subsidiary of American Security Resources Corporation.   Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company.  All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock.  Based upon the present number of iVoice Class A Common Stock shares outstanding, the Hydra shareholders will hold 61.48% of the voting shares of iVoice.





The closing for this contemplated transaction is expected upon:  (i) completion of due diligence, (ii) certain specific conditions as set forth in the Agreement and the approval of this transaction by the Hydra and iVoice shareholders.  iVoice will prepare and file with the Securities and Exchange Commission an Information Statement on Schedule 14C.





We do not have any other plans, proposals or arrangements with respect to future acquisitions.





Marketing and Distribution





We have experience with marketing, promoting and selling our speech-enabled products through telephone reseller channels, telephone equipment manufacturer distributor networks as well as directly to end users. We believe we can leverage this experience into gaining access to these markets for our patenting and licensing of new products being developed by us.





5




Competition





We will be operating in an industry segment having inherent risks generally associated with small technology companies.  Such risks include, but are not limited to, the ability to:  a) generate sales of our product at levels sufficient to cover our costs and provide a return for investors, b) attract additional capital in order to finance growth, c) further develop and successfully market and distribute commercial products and d) successfully compete with other technology companies having significantly greater financial, production and marketing resources.





The technology industry is highly competitive, and we believe that this competition will intensify.  Many of our competitors may have longer operating histories, significantly greater financial, technical, product development, and marketing resources, greater name recognition or larger client bases than we do.





Government Regulation





We may be subject to licensing and regulation by a number of authorities in their respective state or municipality. These may include health, safety, and fire regulations. Our operations are also subject to federal and state minimum wage laws governing such matters as working conditions and overtime.





We are not subject to any necessary government approval or license requirement in order to market, distribute or sell our principal or related products other than ordinary federal, state, and local laws which govern the conduct of business in general.  We are unaware of any pending or probable government regulations that would have any material impact on the conduct of business.





Employees





As of the date of this filing, iVoice, Inc. has 1 part-time employee and 1 part-time consultant.  None of our employees are represented by a labor organization and we are not a party to any collective bargaining agreements. We consider our relationship with our employees generally to be good.





In addition to other information in this Annual Report on Form 10-K, the following important factors should be carefully considered in evaluating the Company and its business because such factors currently have a significant impact on the Company's business, prospects, financial condition and results of operations.





CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS





This annual report on Form 10-K or incorporated by reference may contain certain “forward-looking” statements as such term is defined by the Securities and Exchange Commission in its rules, regulations and releases, which represent the Registrant’s expectations or beliefs, including but not limited to, statements concerning the Registrant’s operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.





6




This annual report contains forward-looking statements, many assuming that the Company secures adequate financing and is able to continue as a going concern, including statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this annual report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this annual report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this annual report will in fact occur. In addition to the information expressly required to be included in this annual report, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.





These risks and uncertainties and other factors include, but are not limited to, those set forth below.  All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.





Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.





As of December 31, 2010, there was substantial doubt about our ability to continue as a going concern. The Company may not be able to continue its operations and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.





As of December 31, 2010, the Company’s independent public accounting firm issued a “going concern opinion” wherein they stated that the accompanying financial statements were prepared assuming the Company will continue as a going concern. The Company has negative cash flows from operations, negative working capital and recurring losses from operations. These issues 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.





The Company will face many of the difficulties that companies in the early stage may face.





Since the spin-off of our operating subsidiaries in 2004, 2005 and 2007, we have a limited operating history. As such, it may be difficult for you to assess our ability to identify merger or acquisition candidates and our growth and earnings potential.  Therefore, we may face many of the difficulties that companies in the early stages of their development in new and evolving markets often face as they are described below.  We may continue to face these difficulties in the future, some of which may be beyond our control.  If we are unable to successfully address these problems, our future growth and earnings will be negatively affected.





Our historical information has limited relevance to our future results of operations.





The historical financial information we have included in this report does not reflect what our results of operations, financial position and cash flows will be in the future.  This is because we operated in the past with different goals and objectives from our new objectives.





7




We cannot accurately forecast our future revenues and operating results, which may fluctuate.





Our short operating history and the rapidly changing nature of the markets in which we compete make it difficult to accurately forecast our revenues and operating results.  Furthermore, we expect our revenues and operating results to fluctuate in the future due to a number of factors, including the following:





·
the success of identifying and completing mergers and acquisitions, particularly in light of our limited history;





·
the introduction of competitive products by different or new competitors;





·
reduced demand for any given product;





·
difficulty in keeping current with changing technologies;





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





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





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





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





·
the market's transition between operating systems; and





·
costs related to possible acquisitions of technology or businesses.





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





8




We may fail to develop new products, or may incur unexpected expenses or delays.





Due to the risks inherent in developing new products and technologies—limited financing, competition, obsolescence, loss of key personnel, and other factors—we may fail to develop these technologies and products, or may experience lengthy and costly delays in doing so.  Although we are able to license some of our technologies in their current stage of development, we cannot assure that we will be able to develop new products or enhancements to our existing products in order to remain competitive.





If we cannot raise additional capital to finance future operations, we may need to curtail our operations in the future.





We have relied on significant external financing to fund our operations.  Such financing has historically come from a combination of borrowings and sales of securities from third parties and funds provided by certain officers and directors.  We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms.  Our inability to obtain adequate financing will result in the need to curtail business operations.  Any of these events would be materially harmful to our business and may result in a lower stock price.  While we have recently raised sufficient working capital to fund our operations for at least the next 24 months, we will need to raise additional capital to fund our future operations.





The Company may in the future sell additional unregistered convertible securities, possibly without limitations on the number of shares of common stock the securities are convertible into, which could dilute the value of the holdings of current stockholders and have other detrimental effects on your holdings.





We have relied on the private placement of secured promissory notes to obtain working capital and may continue to do so in the future.  As of this date, however, we have outstanding convertible obligations.  In order to obtain working capital in the future, we intend to issue additional equity securities and convertible obligations.





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





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





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





·
the sale of a substantial amount of convertible debentures to relatively few holders could effectuate a possible change in control of the Company.





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





9




Protecting our intellectual property in our technology through patents may be costly and ineffective and if we are not able to protect our intellectual property, we may not be able to compete effectively and we may not be profitable.





Our future success depends in part on our ability to protect the intellectual property for our technology by obtaining patents.  We will only be able to protect our products and methods from unauthorized use by third parties to the extent that our products and methods are covered by valid and enforceable patents or are effectively maintained as trade secrets.  To date, we have filed fifteen patent applications for internally developed applications with the U.S Patent and Trademark Office.  Of the patent applications we have filed, we have been awarded four patents.  In August 2005, we transferred four of our Speech-Enabled Automatic Telephone Dialer patents to SpeechSwitch, Inc. and in March 2006 we sold four of our voice activated product and item locator patents to Lamson Holdings LLC. We have eight remaining patent applications related to wirelessly loaded speaking medicine containers and consumer products, voice activated copiers and universal remote controls, pedestrian airbag, product identifier receiving wireless directions and our “Traffic Signal System with Countdown Signaling with Advertising and/or News Message”. No assurances can be given that these remaining patent applications will be approved.





The protection provided by our patent applications if issued, may not be broad enough to prevent competitors from introducing similar products into the market.  Our patent applications, if challenged or if we attempt to enforce them, may not be upheld by the courts of any jurisdiction.  Numerous publications may have been disclosed by, and numerous patents may have been issued to, our competitors and others relating to methods of dialysis of which we are not aware and additional patents relating to methods of dialysis may be issued to our competitors and others in the future.  If any of those publications or patents conflict with our patent rights, or cover our products, then any or all of our patent applications could be rejected and any or all of our granted patents could be invalidated, either of which could materially adversely affect our competitive position.





Litigation and other proceedings relating to patent matters, whether initiated by us or a third party, can be expensive and time consuming, regardless of whether the outcome is favorable to us, and may require the diversion of substantial financial, managerial and other resources.  An adverse outcome could subject us to significant liabilities to third parties or require us to cease any related development product sales or commercialization activities.  In addition, if patents that contain dominating or conflicting claims have been or are subsequently issued to others and the claims of these patents are ultimately determined to be valid, we may be required to obtain licenses under patents of others in order to develop, manufacture use, import and/or sell our products.  We may not be able to obtain licenses under any of these patents on terms acceptable to us, if at all.  If we do not obtain these licenses, we could encounter delays in, or be prevented entirely from using, importing, developing, manufacturing, offering or selling any products or practicing any methods, or delivering any services requiring such licenses.





If we are not able to protect our trade secrets through enforcement of our confidentiality and non-competition agreements, then we may not be able to compete effectively and we may not be profitable.





We attempt to protect our trade secrets, including the processes, concepts, ideas and documentation associated with our technologies, through the use of confidentiality agreements and non-competition agreements with our current employees and with other parties to whom we have divulged such trade secrets.  If the employees or other parties breach our confidentiality agreements and non-competition agreements or if these agreements are not sufficient to protect our technology or are found to be unenforceable, our competitors could acquire and use information that we consider to be our trade secrets and we may not be able to compete effectively.  Most of our competitors have substantially greater financial, marketing, technical and manufacturing resources than we have and we may not be profitable if our competitors are also able to take advantage of our trade secrets.





10




We may unintentionally infringe on the proprietary rights of others.





Many lawsuits currently are being brought in the software industry alleging violation of intellectual property rights.  In addition, a large number of patents have been awarded in the voice-recognition and call processing area.  Although we do not believe that we are infringing on any patent rights, patent holders may claim that we are doing so.  Any such claim would likely be time-consuming and expensive to defend, particularly if we are unsuccessful, and could prevent us from selling our products or services. In addition, we may also be forced to enter into costly and burdensome royalty and licensing agreements.





Our future business acquisitions may be unpredictable and may cause our business to suffer.





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





The Company's stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire businesses.





If working capital or future acquisitions are financed through the issuance of equity securities, our shareholders would experience significant dilution.  In addition, the conversion of outstanding debt obligations into equity securities would have a dilutive effect on our shareholders.  Further, securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our Class A Common Stock.





Our sole officer controls a significant percentage of our capital stock and has sufficient voting power to control the vote on substantially all corporate matters.





As of December 31, 2010, Jerome R. Mahoney, our president, chief executive officer, chief financial officer and director, beneficially owned approximately 82%of our outstanding shares of our Class A common stock (assuming the conversion of outstanding debt into shares of Class A common stock).  Mr. Mahoney is able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions.  This concentration of ownership, which is not subject to any voting restrictions, could limit the price that investors might be willing to pay for our Class A common stock.  In addition, Mr. Mahoney is in a position to impede transactions that may be desirable for other shareholders.  He could, for example, make it more difficult for anyone to take control of us.





11




Our industry is characterized by rapid technological change and failure to adapt our product development to these changes may cause our products to become obsolete.





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





If we lose the services of any of our key personnel, including our president and chief executive officer, our business may suffer.





We are dependent on our key officer, Jerome R. Mahoney, our president and chief executive officer.  The loss of our key officer could materially harm our business because of the cost and time necessary to retain and train a replacement.  Such a loss would also divert management attention away from operational issues.  In an attempt to minimize the effects of such loss, we presently maintain a $5,000,000 key-man term life insurance policy on Mr. Mahoney.





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 has 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.





We have made a distribution of shares of Class A Common Stock of B Green Innovations, Inc. to our shareholders, which may result in our President, Chief Executive Officer and Director having conflicts of interest, and we do not have any formal procedure for resolving any such conflicts in the future.





Following the distribution to our shareholders of shares of Class A common stock of B Green Innovations, Inc (f/k/a iVoice Technology, Inc), our President, Chief Executive Officer and Director, Jerome R. Mahoney, is now also serving as President, Chief Executive Officer and Director of B Green Innovations, Inc. Mr. Mahoney owns 115,025 shares of B Green Innovations’ Class B common stock and has the right to convert $325,143 of indebtedness into an additional 325,143 shares of Class B common stock of B Green Innovations, which are all convertible into an indeterminable number of shares of Class A common stock of B Green Innovations.  This could create, or appear to create, potential conflicts of interest when our President, Chief Executive Officer and Director is faced with decisions that could have different implications for B Green Innovations.  Examples of these types of decisions might include any of the potential business acquisitions made by us or the resolution of disputes arising out of the agreements governing the relationship between B Green Innovations and us.  Also, the appearance of conflicts, even if such conflicts do not materialize, might adversely effect the public’s perception of us following the distribution.  Furthermore, we do not have any formal procedure for resolving any such conflicts of interest if they do arise.





12





Our Securities





We do not expect to pay dividends in the foreseeable future.





We do not expect to pay dividends in the foreseeable future.





The price of our stock may be affected by a limited trading volume and may fluctuate significantly





There has been a limited public market for our Class A common stock and there can be no assurance that an active trading market for our stock will continue.  An absence of an active trading market could adversely affect our shareholders’ ability to sell our Class A common stock in short time periods, or possibly at all.  Our Class A common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our Class A common stock to fluctuate substantially.





Our class A common stock is deemed to be "penny stock," which may make it more difficult for investors to sell their shares due to suitability requirements





Our Class A common stock is deemed to be "penny stock" as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These requirements may reduce the potential market for our Class A common stock by reducing the number of potential investors.  This may make it more difficult for investors in our Class A common stock to sell shares to third parties or to otherwise dispose of them.  This could cause our stock price to decline.  Penny stocks are stock:





·
With a price of less than $5.00 per share





·
That are not traded on a "recognized" national exchange;





·
Whose prices are not quoted on the NASDAQ automated quotation system  (NASDAQ listed stock must still have a price of not less than $5.00 per share); or





·
In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.





Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks.  Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor.





13




Future sales of our Class A common stock could cause our stock price to decline.





The sale of a large number of our shares, or the perception that such a sale may occur, could lower our stock price.  Such sales could make it more difficult for us to sell equity securities in the future at a time and price that we consider appropriate.





Issuance of our reserved shares of Class A common stock may significantly dilute the equity interest of existing stockholders.





We have reserved for issuance, shares of our Class A common stock upon exercise or conversion of stock incentive plans, stock options, warrants, or other convertible securities that are presently outstanding.  Issuance of these shares will have the effect of diluting the equity interest of our existing shareholders and could have an adverse effect on the market price for our Class A common stock.  As of December 31, 2010, 4,428,205,128 shares have been reserved for conversion pursuant to the terms of the Secured Convertible Debenture with YA Global Investments.  The Company recorded a bonus to employees payable in unregistered Class A Common Stock of up to 1.8 billion shares.  The specific grant to each employee will be determined by the Board of Directors and will be issued sometime in 2011.  The aggregate market value of these grants is equal to $342,000.




Reports to Security Holders





We are a "reporting company" under the Securities Exchange Act of 1934, as amended and we file reports with the Securities and Exchange Commission. In this regard, the Company files quarterly reports on Form 10-Q, annual reports on Form 10-K and as required, files reports on Form 8-K.





The public may read and copy any materials the Company files with the Securities and Exchange Commission at the Commission's Public Reference Room at 100 F Street, N. E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address of the Commission's site is (http://www.sec.gov).





Item2. Properties





We do not own any real property for use in our operations or otherwise. Our primary facility is located at 750 Highway 34, Matawan, New Jersey. We use our facilities to house our corporate headquarters and believe our facilities are suitable for such purpose. The rent payment for the sublease is currently included in the administrative services agreement. We intend to continue subleasing such space pursuant to the administrative services agreement, and anticipate no relocation of our offices in the foreseeable future. We are unaware of any environmental problems in connection with this location, and, because of the nature of our activities, do not anticipate such problems.





Item3. Legal Proceedings





We are subject to litigation from time to time arising from our normal course of operations.  Currently, there are no open litigation matters relating to our products, product installations or technical services provided.




14





PART II





Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





Market Information





Our Class A common stock, no par value, was quoted on the NASD OTC Bulletin Board under the symbol “IVOI.”  The following table shows the high and low closing prices for the periods indicated. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.





High


Low2010First Quarter

$
0.00019


$
0.00013Second Quarter

$
0.00088


$
0.00013Third Quarter

$
0.00019


$
0.00013Fourth Quarter

$
0.00019


$
0.000132009First Quarter

$
0.0002


$
0.0001Second Quarter

$
0.0002


$
0.0001Third Quarter

$
0.0003


$
0.0001Fourth Quarter

$
0.0003


$
0.0001





Holders of Common Equity.





As of April 5, 2011,, the number of record holders of our common shares was approximately 770.





Dividend Information.





To date, we have never paid a cash dividend.





15




Sales of Unregistered Securities.





In the year ended December 31, 2010, the Company issued the following unregistered securities pursuant to various exemptions from registration under the Securities Act of 1933, as amended:





a)
The Company issued 880,000,000 shares of Class A common stock to an Officer of the Company for payment of $28,600 of deferred compensation. The stock was valued at $236,500 and $207,900 was charged to beneficial interest expense.





b)
The Company issued 385,576,691 shares of Class A common stock to Lawrence Muenz, partner in Meritz & Muenz LLP., for payment of $17,351 accrued legal services.





c)
The Company issued 1,598,119,657 shares of Class A common stock to YA Global Investments, LP as repayment of $153,500 of principal on outstanding convertible debentures.





Description of Securities





Pursuant to our certificate of incorporation, as amended, we are authorized to issue up to: 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 $.01 per share and 1,000,000 shares of preferred stock, par value of $1.00 per share.  Below is a description of our outstanding securities, including Class A common stock, Class B common stock, options, warrants and debt.





Preferred Stock





The Board of Directors expressly is authorized, subject to limitations prescribed by the New Jersey Business Corporations Act and the provisions of this Certificate of Incorporation, to provide, by resolution and by filing an amendment to the Certificate of Incorporation pursuant to the New Jersey Business Corporations Act, for the issuance from time to time of the shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and other rights of the shares of each such series and to fix the qualifications, limitations and restrictions thereon, including, but without limiting the generality of the foregoing, the following:





a)
the number of shares constituting that series and the distinctive designation of that series;





b)
the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;





c)
whether that series shall have voting rights, in addition to voting rights provided by law, and, if so, the terms of such voting rights;





16




d)
whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;





e)
whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;





f)
whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;





g)
the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and





h)
any other relative powers, preferences and rights of that series, and qualifications, limitations or restrictions on that series.





In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Preferred Stock of each series shall be entitled to receive only such amount or amounts as shall have been fixed by the certificate of designations or by the resolution or resolutions of the Board of Directors providing for the issuance of such series.





Class A Common Stock





Each holder of our Class A common stock is entitled to one vote for each share held of record.  Holders of our Class A common stock have no preemptive, subscription, conversion, or redemption rights.  Upon liquidation, dissolution or winding-up, the holders of Class A common stock are entitled to receive our net assets pro rata.  Each holder of Class A common stock is entitled to receive ratably any dividends declared by our board of directors out of funds legally available for the payment of dividends.  We have not paid any dividends on our common stock and do not contemplate doing so in the foreseeable future.  We anticipate that any earnings generated from operations will be used to finance our growth.





As of December 31, 2010, we had 6,265,563,493 shares of Class A common stock issued and outstanding.





17




Class B Common Stock





Each holder of Class B Common Stock shall have the right to convert each share of Class B Common Stock into the number of Class A Common Stock Shares calculated by dividing the number of shares of Class B Common Stock being converted by 50% of the lowest price that we had previously issued our Class A Common Stock since the Class B Common Stock were issued.  Every holder of the outstanding shares of the Class B Common Stock shall be entitled on each matter to cast the number of votes equal to the number of Class A Common Stock that would be issued upon the conversion of the Class B Common Stock held by that holder, had all of the outstanding Class B Common Stock held by that holder been converted on the record date used for purposes of determining which shareholders would vote in such an election.  With respect to all matters upon which shareholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding shares of Class B Common Stock shall vote together with Class A Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law.  There shall be no cumulative voting by shareholders.  Each share of Class B Common Stock shall receive dividends or other distributions, as declared, equal to the number of Class A Common Stock that would be issued upon the conversion of the Class B Common Stock, had all of the outstanding Class B Common Stock been converted on the record date established for the purposes distributing any dividend or other shareholder distribution. As of December 31, 2010 there are 50,000,000 shares authorized, 2,204,875 shares issued and 2,204,875 shares retired.





Options and Warrants





As of December 31, 2010, there are no options or warrants outstanding





EQUITY COMPENSATION PLAN INFORMATION





Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)


Weighted-average exercise price of outstanding options, warrants and rights (b)


Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(c)Equity compensation plans approved by security holders


0



N/A



385,576,691Equity compensation plans not approved by security holders


0



N/A



390,576,691Total


0



N/A



776,153,382





18




Stock Incentive Plans





2005 Stock Incentive Plan





On December 20, 2005, the Company adopted the 2005 Stock Incentive Plan (the “2005 Plan”). The purpose of the 2005 Plan is to (i) provide long-term incentives and rewards to employees, directors, independent contractors or agents of iVoice, Inc. and its subsidiaries; (ii) assist the Company in attracting and retaining employees, directors, independent contractors or agents with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such employees, directors, independent contractors or agents with those of the Company's stockholders.





Under the Plan, the Board of Directors shall have all the powers vested in it by the terms of the Plan to select the Eligible Participants to be granted awards under the Plan, to determine the type, size and terms of awards to be made to each Eligible Participant selected, to determine the time when awards will be granted, when they will vest, when they may be exercised and when they will be paid, to amend awards previously granted and to establish objectives and conditions, if any, for earning awards and whether awards will be paid after the end of the award period. The Board shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Board deems necessary or advisable and to interpret same. The Board's interpretation of the Plan, and all actions taken and determinations made by the Board pursuant to the powers vested in it hereunder shall be conclusive and binding on all parties concerned, including the Company stockholders, any participants in the Plan and any other Eligible Participant of the Company.





All employees of the Company and all employees of subsidiaries shall be eligible to participate in the Plan. The Board, in its sole discretion, shall from time to time designate from among the eligible employees and among directors, independent contractors or agents those individuals who are to receive awards under and thereby become participants in the Plan.





As of December 31, 2010, 515,425,000 shares were authorized and issued under the 2005 Plan.





2008 Directors’ and Officers’ Stock Incentive Plan





On November 21, 2008, the Company adopted the 2008 Directors’ and Officers’ Stock Incentive Plan (the “2008 D&O Plan”). The purpose of the 2008 D&O Plan is to (i) provide long-term incentives and rewards to officers and directors of iVoice, Inc.; (ii) assist the Company in attracting and retaining officers and directors with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such officers and directors with those of the Company's stockholders.





Under the Plan, the Board of Directors shall have all the powers vested in it by the terms of the Plan to select the Eligible Participants to be granted awards under the Plan, to determine the type, size and terms of awards to be made to each Eligible Participant selected, to determine the time when awards will be granted, when they will vest, when they may be exercised and when they will be paid, to amend awards previously granted and to establish objectives and conditions, if any, for earning awards and whether awards will be paid after the end of the award period. The Board shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Board deems necessary or advisable and to interpret same. The Board's interpretation of the Plan, and all actions taken and determinations made by the Board pursuant to the powers vested in it hereunder shall be conclusive and binding on all parties concerned, including the Company stockholders, any participants in the Plan and any other Eligible Participant of the Company.





19




All officers and directors of the Company and subsidiaries shall be eligible to participate in the Plan. The Board, in its sole discretion, shall from time to time designate from among the eligible employees and among directors, independent contractors or agents those individuals who are to receive awards under and thereby become participants in the Plan.





As of December 31, 2010, 520,425,000 shares were authorized and 128,848,309 shares were issued under the 2005 Plan.


Debt





On May 11, 2006 the Company issued to YA Global a $5,544,110 secured convertible debenture due on May 11, 2008 bearing interest of 7.5%. This debenture replaced a promissory note with a principal balance of $5,000,000 and $544,110 of accrued interest due to YA Global from June 15, 2005. During the period of January 1, 2008 until May 12, 2008, we issued 882,165,877 shares of Class A common stock, with a value of $529,640, as repayment of $401,700 of principal. The difference of $127,940 is charged to the Statement of Operations as beneficial interest. On May 12, 2008, the remaining principal balance of $4,796,510 was repaid in cash from the proceeds of the Smith Barney short term loans and sales of the ARPSs. As of December 31, 2008, the unpaid balance of accrued interest was $799,139. On November 12, 2009, the Company and YA Global reached a settlement agreement and the balance of the unpaid interest was forgiven.





On May 25, 2006, the Company issued to YA Global a $1,250,000 (“Debenture Number CCP-1”) secured convertible debenture due on May 25, 2008 bearing interest of 7.5% per annum pursuant to a Securities Purchase Agreement entered into between us and YA Global. During the year ended December 31, 2008, we issued 923,333,332 shares of Class A common stock, with a value of $249,111, as repayment of $83,100 of principal. The difference of $166,011 is charged to the Statement of Operations as beneficial interest. As of December 31 2008, the unpaid principal balance on the secured convertible debenture is $1,166,900 plus accrued interest of $319,916. During the year ended December 31, 2009, we issued 260,000,000 shares of Class A common stock, with a value of $64,667, as repayment of $23,400 of principal. The difference of $41,267 is charged to the Statement of Operations as beneficial interest. On November 12, 2009, the Company and YA Global reached a settlement agreement whereby the Company made a cash payment of $500,000 and issued an Amended and Restated convertible debenture for the sum of $671,600. The balance of the unpaid interest of $404,695 was forgiven.





On November 12, 2009, the Company issued an Amended and Restated convertible debenture for the principal amount of $671,600 due on May 25, 2014 and is interest free. This debenture is secured with a $370,000 secured convertible debenture dated January 6, 2006 held by the Company and issued by Thomas Pharmaceuticals, Ltd.  Additionally, under the terms of the Settlement Agreement, YA Global released its security interest on the other assets of the Company, terminated the outstanding warrants previously issued by the Company in favor of YA Global and both parties executed releases fully releasing each other from any and all claims through the date of the Settlement Agreement.





We can redeem a portion or all amounts outstanding under the YA Global Debentures at any time upon three business days advanced written notice.  We shall pay 20% redemption premium on the principal amount being redeemed. YA Global may, at its discretion, convert the outstanding principal and accrued interest, in whole or in part, into a number of shares of our Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding amount of the YA Global Debentures to be converted by (y) 90% of the lowest closing bid price of our shares of Class A Common Stock during the three (3) trading days immediately preceding the conversion date.




20




Item7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation





This discussion and analysis of our financial condition and results of operations includes “forward-looking” statements that reflect our current views with respect to future events and financial performance.  We use words such as we “expect,” “anticipate,” “believe,” and “intend” and similar expressions to identify forward-looking statements.  You should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties inherent in future events and you should not rely unduly on these forward looking statements.  We will not necessarily update the information in this discussion if any forward-looking statement later turns out to be inaccurate.





This discussion and analysis of financial condition and results of operations should be read in conjunction with our Financial Statements included in this filing.





Overview





Since 2005, the Company has transitioned itself into a company focused on the development and licensing of proprietary technologies. As an example, in March 2006 we sold four of our voice activated product and item locator patents to Lamson Holdings LLC for net proceeds of $136,000 and on December 6, 2007 we were issued Patent 7,305,344 for a patent for Methodology for Talking Consumer Products with Voice Instructions via Wireless Technology. On January 8, 2008, the Company entered into a Technology Transfer Agreement with GlynnTech to market its recently issued patent. GlynnTech will provide assistance in developing a DVD of the patents capabilities. GlynnTech will also be obligated to solicit licensing opportunities and/or acquisition of the patent.





The Company also continues to search for potential merger candidates with or without compatible technology and products, which management feels may make financing more appealing to potential investors.





On March 12, 2008, the Company acquired 1,444.44 shares of iVoice Technology, Inc. (n/k/a B Green Innovations, Inc) Series A 10% Convertible Preferred Stock for $1,444,444.  At the time that the Company acquired these shares, the holder of each share of Series A Preferred Stock had the right to one vote for each share of Common Stock into which such Series A Preferred Stock could then be converted, and the holders of the Series A Preferred Stock shall not have in the aggregate more than seventy percent (70%) of the total votes of all classes of voting stock of the Corporation that would vote at a meeting of shareholders. As a result of this transaction, the Company consolidated the results of operations of B Green Innovations, Inc. On March 6, 2009, iVoice Technology amended their Certificate of Incorporation to remove the voting and conversion rights of the Series A Convertible Preferred Stock. Based on this change, the Company no longer has any voting rights in the stock of iVoice Technology. In February 2010, the Company filed with the State of New Jersey an Amendment to the Certificate that revised the rights of the holders of the Company’s Series A 10% Secured Convertible Preferred Stock. The revisions included:




a. The preferred stock will be referred to in the Company’s Certificate of Incorporation as: “Series A 3% Preferred Stock”.


b. The holders of the preferred stock will have a new dividend rate of 3%.


c. The holders of the Series A 3% Preferred Stock shall have no voting rights.


d. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof with the consent of B Green Innovations, Inc., (“B Green”) at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Series A Initial Value, as may be adjusted from time to time, by the Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The "Conversion Price” per share shall be calculated as the closing bid price of the Class A Common stock on the last trading day immediately prior to the date that the Notice of Conversion is tendered to B Green, subject to certain adjustments.


e. The holders of shares of Series A Preferred Stock shall be prohibited from converting shares of Series A Preferred Stock, and B Green shall not honor any attempted conversion of Series A Preferred Stock, if, and to the extent, the shares of Common Stock held by such converting holder of Series A Preferred Stock following any attempted conversion would exceed 9.99% of the outstanding shares of Common Stock of B Green after giving effect to such conversion.




21




On November 16, 2009, iVoice Technology completed a merger with its wholly owned subsidiary B Green Innovations, Inc, and renamed the company B Green Innovations, Inc. (“B Green Innovations”). The Company is the primary beneficiary of B Green Innovations, and as such, according to provisions of FASB Accounting Standards Codification (“ASC”) Topic 810 “Consolidation”, iVoice, Inc. continued to consolidate the results of operations of B Green Innovations with those of iVoice and its other subsidiary.




On March 9, 2011, iVoice, Inc. (“iVoice”) entered into an Agreement and Plan of Merger (the “Agreement”) with Hydra Fuel Cell Corporation (“Hydra”).  Hydra is a wholly owned subsidiary of American Security Resources Corporation.   Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company.  All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock.  Based upon the present number of iVoice Class A Common Stock shares outstanding, the Hydra shareholders will hold 61.48% of the voting shares of iVoice.





The closing for this contemplated transaction is expected upon:  (i) completion of due diligence, (ii) certain specific conditions as set forth in the Agreement and the approval of this transaction by the Hydra and iVoice shareholders.  iVoice will prepare and file with the Securities and Exchange Commission an Information Statement on Schedule 14C.





Results of Operations





Year ended December 31, 2010 compared to year ended December 31, 2009





Total revenues increased $69,078 (63.9%) for the year ended December 31, 2010 to $177,198 as compared to $108,120 for the year ended December 31, 2009. This increase is mainly attributed to the sale of the Company’s “green” products. The Company continues its efforts to market and sell its products through a distribution network. B Green has entered into distribution agreements with reputable distributors that have proven themselves within their territories and industry segments. The Company continues to evaluate additional products to its product line as well as expanding its distribution channels. Recently, the Company released its new 100% Degradable / Biodegradable Compactor Bags. The Company continues its efforts to market and sell its products through a distribution network. B Green has entered into distribution agreements with reputable distributors that have proven themselves within their territories and industry segments.





Maintenance services on IVR products continue to decline as the Company continues to phase out of this market and focusing its efforts on the sale of “green” products. There can be no assurance that sales of “green” products will increase or that the Company will be able to achieve profitable operations.




Gross profit increased $31,553 (51.3%) to $93,079 for the year ended December 31, 2010 as compared to $61,526 the same period in the prior year as a result of the increased volume for “Green” products. The gross profit percentage was 52.5% for the year ended December 31, 2010 as compared to 56.9% for the year ended December 31, 2008 as maintenance services were a higher percentage of sales in 2009. Maintenance services on IVR products yield a very high gross profit as a result of the limited costs needed to support these products as compared to the manufactured “Green” products.




22




Total operating expenses for the years ended December 31, 2010 and 2009, were $1,746,780 and $1,371,622, respectively, for a increase of $375,158 (27.4%).  The increase is primarily attributable to accruedbonus to employees, payable in unregistered Class A Common Stock up to 1.8 billion shares to be determined per employee at a market value of $342,000.





Total other income (expense) for the year ended December 31, 2010 was an income of $171,269 as compared to an expense of $1,529,876 for the year ended December 31, 2009. This change was primarily the result of a lower gain on settlement on paydown of convertible debt, lower gain on the revaluation of derivatives, and lower interest expense.





The net loss for the year ended December 31, 2010 was $1,482,432 as compared to net income for the year ended December 31, 2009 of $219,780 as a result of the factors described above





The net loss attributable to non-controlling interest of $295,205 reflects 90% of the operating loss recorded by B Green Innovations, after effect of elimination of intra-company transactions, which is included in our consolidation for the year ended December 31, 2010. In the year ended December 31, 2009, the net loss attributable to non-controlling interest of $928,405 reflects 100% of the net income of B Green Innovations. During 2009, B Green Innovations amended their Certificate of Incorporation and eliminated the voting rights of the Series A Preferred Stock, which reduced iVoice’s voting rights from 70% to 0%.





Liquidity and Capital Resources





We are currently seeking additional operating income opportunities through potential acquisitions or investments. Such acquisitions or investments may consume cash reserves or require additional cash or equity. Our working capital and additional funding requirements will depend upon numerous factors, including: (i) strategic acquisitions or investments; (ii) an increase to current personnel; (iii) the level of resources that we devote to sales and marketing capabilities; (iv) technological advances; and (v) the activities of competitors.





During the years ended December 31, 2010 and 2009, we had incurred consolidated losses from operations of $1,653,701 and $1,310,096, respectively, and had cash flow deficiencies from operations of $379,647 and $1,141,998, respectively.  These matters raise substantial doubt about our ability to generate cash flows internally through our current operating activities sufficient enough that its existence can be sustained without the need for external financing. Our primary need for cash is to fund our ongoing operations until such time that we can identify sales opportunities for new products or identify strategic acquisitions that generates enough revenue to fund operations.  There can be no assurance as to the receipt or timing of revenues from operations.  We expect to fund ongoing operations from cash on hand or otherwise from the sale of equity or debt securities.  We believe that we have sufficient funds on-hand to fund our operations for at least 18 months.





During the year ended December 31, 2010, we had a net decrease in consolidated cash and cash equivalents of $354,244. During the year ended December 31, 2009, we had a net decrease in consolidated cash and cash equivalents of $3,111,893. The Company’s principal sources and uses of funds in the years ended December 31, 2010 and 2009 were as follows:




Cash flows from operating activities.  For the years ended December 31, 2010 and 2009, we used $379,647 and $1,141,998, respectively, in cash for operating activities. The decrease in cash used in operations of $762,351 was primarily the result This decrease was primarily attributed to the lower cash loss from operations, the increase of accrued liabilities and related party accounts and a decrease in prepaid and other assets.




23




Cash flows from investing activities.  We provided cash of $25,403 from investing activities in the year ended December 31, 2010 as compared to $42,209 for the year ended December 31, 2009. This decrease was a result of lower proceeds from the sale of securities and an increase in purchases of equipment.





Cash flows from financing activities. For the year ended December 31, 2009, we used $2,012,104 of cash for financing activities consisting of a $500,000 repayment of debt to YA Global pursuant to the settlement agreement and $1,512,104 for the redemption of Class B Common Shares.





Below is a description of iVoice’s principal sources of funding:





On May 11, 2006 we issued to YA Global a $5,544,110 secured convertible debenture due on May 11, 2008 with an interest of 7.5%. This debenture replaced a promissory note with a principal balance of $5,000,000 and $544,110 of accrued interest due to YA Global from June 15, 2005. On May 12, 2008, the remaining principal balance of $4,796,510 was repaid in cash from the proceeds of the Smith Barney short term loans.





On May 25, 2006, we issued to YA Global a $1,250,000 secured convertible debenture due on May 25, 2008 with an interest of 7.5% per annum pursuant to a Securities Purchase Agreement entered into between us and YA Global. On February 21, 2008, this debenture was amended to extend the maturity date until May 25, 2011 and to raise the interest rate to 15% per annum. On November 12, 2009, the Company and YA Global reached a settlement agreement whereby the Company made a cash payment of $500,000 and issued an Amended and Restated convertible debenture for the sum of $671,600.





On March 7, 2008 and May 8, 2008, the Company received proceeds from an Express Creditline Loan from Smith Barney that is collateralized by the proceeds available from the sales of the auction rate preferred shares (“ARPS”). The interest rate charged on the loan is tied to the dividend rates earned on the ARPSs. When the ARPS were sold, a portion of the proceeds were applied to pay down the short term loans and the balance was deposited into interest bearing savings account at our primary banking center.





We can redeem a portion or all amounts outstanding under the YA Global Debentures at any time upon three business days advanced written notice.  A 20% redemption premium on the principal amount being redeemed is required. YA Global may, at its discretion, convert the outstanding principal and accrued interest, in whole or in part, into a number of shares of our Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding amount of the YA Global Debentures to be converted by (y) 90% of the lowest closing bid price of our shares of Class A Common Stock during the three (3) trading days immediately preceding the conversion date.





We cannot predict the actual number of shares of Class A Common Stock that will be issued pursuant to the YA Global Debentures, in part, because the conversion price of the YA Global Debentures will fluctuate based on prevailing market prices.  If we are unable to issue enough shares to meet our obligations, then YA Global could request cash payments, which could have a material impact on our long-term growth strategy.





There is no assurance that the future funding, if any, offered by YA Global Investments, LP. in the form of secured convertible debentures will enable us to raise the requisite capital needed to implement our long-term growth strategy or that alternative forms of financing will be available.  Current economic and market conditions have made it very difficult to raise required capital for us to implement our business plan.





24




Off Balance Sheet Arrangements





During the year ended December 31, 2010, we did not engage in any material off-balance sheet activities or have any relationships or arrangements with unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities.





Item8. Financial Statements and Supplementary Data





The financial statements and notes of this Form 10-K appear after the signature page to this Form 10-K.





Item9A. Controls and Procedures





Evaluation of disclosure controls and procedures.





An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of December 31, 2010.  Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer had concluded that the Company's disclosure controls and procedures were not effective.





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.





25




Management’s Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was not effective for the following reasons:





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





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





This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.





Changes in internal controls.





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





Risk factors 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 limited number of employees, which is a deficiency 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.




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 deficiency in the Company's internal controls. The Company intends to remedy this deficiency by hiring additional employees and reallocating duties, including responsibilities for financial reporting, among the employees as soon as there are sufficient resources available. However, until such time, this deficiency 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.





26





Part III





Item10. Directors, Executive Officers and Corporate Governance





The Company has two directors and one principal officer. Listed below is certain information concerning individuals who currently serve as directors and executive officers of the Company.





Period Served asName

Age

Position

Officer\DirectorJerome R. Mahoney

51

President, CEO, Director

5-21-99 to presentFrank V. Esser

71

Director

2-24-04 to present




Jerome R. Mahoney.  Mr. Mahoney has been our Chief Executive Officer and our sole director since May 21, 1999.  Mr. Mahoney served as Non-Executive Chairman of the Board of Trey Resources, Inc., Livingston, New Jersey and a member of its Board of Directors from January 1, 2003 through May 6, 2009.  He had served as Non-Executive Chairman of the Board of SpeechSwitch, Inc., Matawan, New Jersey, from November 10, 2004 until February 2008.  He has served as Non-Executive Chairman of the Board of Thomas Pharmaceuticals, Ltd., Matawan, New Jersey from May 19, 2005 until April 16, 2008. He has also served as Non-Executive Chairman of the Board of MM2 Group, Inc., Matawan, New Jersey from October 19, 2005 through September 29, 2009.  He is the President, Chief Executive Officer, Chief Financial Officer and Secretary of B Green Innovations, Inc, Matawan, NJ, and has held this position since August 30, 2006. He was also the Non-Executive Chairman of the Board of Deep Field Technologies, Inc., Matawan, New Jersey, until January 27, 2007.





Frank V. Esser. Board Member since February 24, 2004 and the Chairman of the Audit Committee. Since 1998, Mr. Esser accepted the position of Senior Associate at Beacon Consulting Associates, adding the title of Vice President in 1999. Mr. Esser is also a Board member of B Green Innovations, Inc., Matawan, New Jersey, since June 2005.  Mr. Esser is also a Board member of Thomas Pharmaceuticals, Ltd, Matawan, New Jersey, since January 2006.  Mr. Esser is a Certified Public Accountant in New York State presently in retired status.





There are no agreements or understandings for the officer or directors to resign at the request of another person and the above-named officers and director is not acting on behalf of nor will act at the direction of any other person. The Company has an audit committee in place and has one independent member of the Board of Directors.





For the year ended December 31, 2010, the Board held no meetings and acted four times through written unanimous consent in lieu of a meeting.





AUDIT COMMITTEE





During 2010, Messrs. Mahoney and Esser served on the Audit Committee with Mr. Esser serving as the Chairman of the committee. The Audit Committee has one independent member who may also be deemed to be a financial expert as defined in §228.401(e) of the regulations promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended.  Management is responsible for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes, although the members of the Audit Committee are not engaged in the practice of auditing.  The Audit Committee met once in 2010. The Board of Directors approved an Audit Committee Charter on March 23, 2006. As of this date, the Audit Committee operates pursuant to this Audit Committee Charter.





27





AUDIT COMMITTEE REPORT





The following is the Audit Committee’s report submitted to the Board of Directors for the fiscal year ended December 31, 2010.  The Audit Committee has:





·
reviewed and discussed the Company’s audited financial statements with management and Rosenberg, Rich, Berman, Baker & Company, the Company’s independent registered public accounting firm;·
discussed with Rosenberg, Rich, Berman, Baker & Company the matters required to be discussed by Statement on Auditing Standards No. 114, as may be modified or supplemented; and


·
received from Rosenberg, Rich, Berman, Baker & Company the written disclosures and the letter regarding their independence as required by Independence Standards Board Standard No. 1, as may be modified or supplemented, and discussed the auditors’ independence with them.





Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, for filing with the Securities and Exchange Commission.





AUDIT COMMITTEEFrank V. Esser,ChairmanJerome Mahoney, Member





The Audit Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under these acts.





CORPORATE GOVERNANCE





Director Independence





The Company’s board of directors consists of Jerome R. Mahoney and Frank V. Esser.    Mr. Esser is an “independent director” as such term is defined in Section 4200(a)(15) of the NASDAQ Marketplace Rules.





Audit Committee





The Company’s audit committee currently consists of Messrs. Esser and Mahoney.  Mr. Esser is an independent member of the audit committee under the independence standards set forth in Section 4350(d)(2) of the NASDAQ Marketplace Rules.  Mr. Mahoney is not an independent member of the audit committee.




28




Nominating Committee





The Company does not have a standing nominating committee or a committee performing similar functions, as the Board of Directors consists of only two members.  Due to the Company’s size, it finds it difficult to attract individuals who would be willing to accept membership on the Company’s Board of Directors.  Therefore, with only two members of the Board of Directors, the full Board of Directors would participate in nominating candidates to the Board of Directors.  The Company did not have an Annual Meeting of shareholders in the past fiscal year.





Section 16(a) Beneficial Ownership Reporting Compliance.





No person who was a director, officer, beneficial owner of more than ten percent of any class of equity securities of the Registrant registered pursuant to section 12 (“Reporting Person”) failed to file on a timely basis the necessary reports, on Forms 3, 4, or 5, as required by section 16(a) of the Exchange Act during the most recent fiscal year.





Code of Ethics.





The Company has adopted a Code of Ethics for adherence by its Chief Executive Officer and Chief Financial Officer to ensure honest and ethical conduct; full, fair and proper disclosure of financial information in the Company's periodic reports filed pursuant to the Securities Exchange Act of 1934; and compliance with applicable laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics by mailing a request to the Company at the address appearing on the front page of this Annual Report on Form 10-K.





Item11. Executive Compensation





The following table sets forth compensation information for services rendered by certain of our executive officers in all capacities during the last two completed fiscal years.  The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted, and certain other compensation, if any, whether paid or deferred.





Summary Compensation Table





Name and Position(s)

Year

Salary($)


All Other Compensation


Total CompensationJerome R. MahoneyChief Executive Officer

2010

$
463,827


$
866
(1)

$
464,,693and President

2009

$
421,661


$
866
(1)

$
422,527(1)  Represents $866 in life insurance premiums paid on behalf of Mr. Mahoney for the years ended December 31, 2010 and 2009.





29




Compensation of Directors





The following table sets forth compensation information for services rendered by our directors during the last completed fiscal year.  The following information includes the dollar value of fees earned or paid in cash and certain other compensation, if any, whether paid or deferred.  Our directors did not receive any bonus, stock awards, option awards, non-equity incentive plan compensation, or nonqualified deferred compensation earnings during the last completed fiscal year.








Director Compensation





Name

Fees Earned or Paid in Cash

($)


All Other Compensation

($)


Total Compensation

($)Frank V. Esser(1)

$
12,000


$
0


$
12,000(1)  Mr. Esser has been serving as our outside director since June 2005 at a fee of $12,000 per year.




Employment Contracts





On May 1, 1999, the Company entered into a five-year employment agreement with its majority stockholder (the "Executive"). He will serve as the Company's Chairman of the Board and Chief Executive Officer for a term of five years. As consideration, the Company agrees to pay the Executive a sum of $180,000 the first year with a 10% increase every year thereafter.  The employment agreement with Mr. Mahoney provides for a severance payment to him of three hundred percent (300%), less $100, of his average annual amount actually paid by the Company or any parent or subsidiary of the Company to the Executive and included in the Executive's gross income for services rendered in each of the five prior calendar years (or shorter period during which the Executive shall have been employed by the Company) should his employment be terminated following a Change in Control, as defined in the agreement.





On November 15, 2004, the Company amended the employment agreement with Jerome Mahoney and extended the term for an additional five-year period commencing on May 1, 2004. He will serve as the Company's Chairman of the Board, President and Chief Executive Officer for a term of five years. As consideration, the Company agrees to pay Mr. Mahoney a sum of $270,000 the first year with a 10% increase every year thereafter.





On March 9, 2009, the Company amended the employment agreement with Jerome Mahoney and extended the term until April 30, 2016. He will continue to serve as the Company's Chairman of the Board, President and Chief Executive Officer during this term. All of other terms of this Agreement shall remain if full force and effect and shall remain unchanged. Mr. Mahoney’s base salary for the current fiscal year was $421,661 with a substantial portion remaining as deferred compensation.




30




Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The following tables set forth certain information regarding the beneficial ownership of our voting securities as of April 5, 2011 of (i) each person known to us to beneficially own more than 5% of the applicable class of voting securities, (ii) our directors, (iii) and each named executive officer and (iv) all directors and executive officers as a group.  As of April 5, 2011, a total of 6,265,563,493 shares of Class A common stock outstanding and a no shares of our Class B common stock were outstanding.  Each share of Class A common stock and Class B common stock is entitled to one vote on matters on which holders of common stock are eligible to vote.  The column entitled “Percentage of Total Voting Stock” shows the percentage of total voting stock beneficially owned by each listed party.





The number of shares beneficially owned is determined under rules promulgated by the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of April 5, 2011, through the exercise or conversion of any stock option, convertible security, warrant or other right.  Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.





Ownership of Common Stock





Common Stock

Beneficially OwnedName/Address

Title of Class

Number


PercentJerome R. Mahoney

Class A Common Stock


23,662,831,085
(1)


82.2
%c/o iVoice, Inc.

Class B Common Stock


219,560
(2)


100.0
%750 Highway 34Matawan, New Jersey  07747Frank V. Esser (Director)

Class A Common Stock


129,919,201



2.0
%27 Arden RoadOld Bridge, New Jersey  08857YA Global Investments LP

Class A Common Stock


4,428,205,128
(3)


41.43
%101 Hudson Street, Suite 3700Jersey City, New Jersey  07302Director and executive officer as a group

Class A Common Stock


23,792,750,286



82.7
%Class B Common Stock


219,560



100.0
%




31




(1)
Includes (i) 1,151,333,809 shares of our Class A common stock held by Mr. Mahoney and his minor aged children and (ii) 22,511,497,276 shares of our Class A common stock issuable upon repayment of accrued interest and deferred compensation.  Mr. Mahoney may, at any time, convert amounts owed to him into (i) one share of our Class B common stock for each dollar owed, (ii) the number of shares of our Class A common stock calculated by dividing (x) the sum of the amount being prepaid by (y) 50% of the lowest issue price of shares of our Class A common stock since the first advance of funds under such note, or (iii) payment of the principal of the note, before any repayment of interest.  At April 5, 2011, the total balance owed to Mr. Mahoney was $219,560, convertible into 219,560 shares of our Class B common stock, or 4,879,111,111 shares of our Class A common stock.





(2)
Includes $219,560 of amounts due to Mr. Mahoney, which is convertible into 219,560 shares of Class B common stock.





(3)
Includes 4,428,208,128 shares of our Class A common stock issuable upon conversion of $518,100 principal balance on the YA Global Convertible Debentures.  Pursuant to the terms of the YA Global Convertible Debentures, YA Global may, at any time, convert outstanding principal and accrued interest, in whole or in part, into a number of shares of our Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding amount of the YA Global Debentures to be converted by (y) 90% of the lowest closing bid price of our shares of Class A Common Stock during the three (3) trading days immediately preceding the conversion date.




EQUITY COMPENSATION PLAN INFORMATION





Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)


Weighted-average exercise price of outstanding options, warrants and rights (b)


Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(c)Equity compensation plans approved by security holders


0



N/A



385,576,691Equity compensation plans not approved by security holders


0



N/A



390,576,691Total


0



N/A



776,153,382




32




Item13. Certain Relationships and Related Transactions and Director Independence





At December 31, 2010, the total balance owed to Mr. Mahoney, by the parent of iVoice Inc., was $562,787, which is convertible, at the Board of Director's discretion, into 562,787 shares of our Class B common stock, or 22,511,497,276, shares of our Class A common stock.





At December 31, 2010, Mr. Mahoney owns 115,025 of B Green Innovations Class B common stock and the total balance owed to Mr. Mahoney, by B Green Innovations was $391,146, which is convertible into 391,146 shares of B Green Innovation’s Class B common stock. In the aggregate, Mr. Mahoney’s Class B common stock and equivalents are convertible into 1,581,785,656 shares of B Green Innovation’s Class A common stock.




Director Independence





The Company’s board of directors consists of Jerome R. Mahoney and Frank V. Esser.    Mr. Esser is an “independent director” as such term is defined in Section 4200(a)(15) of the NASDAQ Marketplace Rules. Mr. Mahoney is not an independent director.





Item14.   Principal Accountant Fees and Services





The following table sets forth fees billed to the Company by the Company’s independent auditors for the year ended December 31, 2010 and December 31, 2009 for (i) services rendered for the audit of the Company’s annual financial statements and the review of the Company’s quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.





Services

2010


2009Audit Fees

$
21,000


$
25,000Audit - Related Fees


0



0Tax fees


0



0All Other Fees (review of other filings)


0


$
0Total

$
21,000


$
25,000





Prior to engaging our accountants to perform a particular service, our Audit Committee obtains an estimate for the service to be performed. All of the services described above were approved by the Audit Committee in accordance with its procedures.





33




PART IV





Item15. Exhibits and Financial Statement Schedules





(a)           List the following documents filed as part of the report





1.
The following consolidated financial statements of iVoice, Inc. are included in Part II, Item 8, "Financial Statements and Supplementary Data" of this report:


Balance Sheets


Statement of Operations


Statement of Changes in Stockholders’ Deficit


Statement of Cash Flows


Notes to Financial Statements





2.
List of Financial Statement Schedules


All schedules are omitted because the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.





34




(b)           Exhibits





No.

Description3.1

Certificate of incorporation of  iVoice, Inc., a New Jersey corporation, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 10-QSB for the period ended March 31, 2003.3.2

Amendment to the Certificate of incorporation of  iVoice, Inc., filed with the Treasurer of the State of New Jersey on June 9, 2005, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K dated June 9, 2005.3.3

Amendment to the Certificate of incorporation of  iVoice, Inc., filed with the Treasurer of the State of New Jersey on June 17, 2005, incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated June 9, 2005.3.4

By-laws of iVoice, Inc., a New Jersey corporation, incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 10-QSB for the period ended March 31, 2003.3.5

Amendment to the Certificate of Incorporation of iVoice, Inc., filed with the Treasurer of the State of New Jersey on April 7, 2006, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K dated March 30, 2006.3.6

Amendment to the Certificate of Incorporation of iVoice, Inc., filed with the Treasurer of the State of New Jersey on March 6, 2009, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K dated March 13, 2009.4.1

iVoice, Inc. 2005 Stock Incentive Plan incorporated herein by reference to Appendix A to the Schedule 14A filed on February 27, 2006.4.2

iVoice, Inc. 2008 Directors’ and Officers’ Stock Incentive Plan (incorporated herein by reference to Exhibit 4.2 to the Form S-8 filed on August 24, 2009).10.1

Amendment No. 3 to Employment Agreement dated March 13, 2009 by and between iVoice, Inc., a New Jersey corporation, and Jerome Mahoney (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated March 13, 2009).10.2

Amendment Agreement, dated February 21, 2008, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K/A dated March 16, 2009).10.3

Settlement Agreement, dated November 12, 2009, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated November 24, 2009).10.4

Amended and Restated Secured Convertible Debenture, dated November 12, 2009, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 8-K dated November 24, 2009).10.5

Amendment No. 2 to Amended and Restated Security Agreement, dated November 12, 2009, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.3 of the Registrant’s Form 8-K dated November 24, 2009).10.6

Termination of Administrative Services Agreement dated February 10, 2010 by and between B Green Innovations, Inc. and iVoice, Inc. (incorporate herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the period ended March 31, 2010.10.7

Administrative Services Agreement dated March 1, 2010 by and between B Green Innovations, Inc. and iVoice, Inc. (incorporate herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q for the period ended March 31, 2010.10.8

Amendment No. 1 to the Administrative Services Agreement by and between B Green Innovations, Inc. and iVoice, Inc. (incorporate herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K date April 30, 2010.10.8

Convertible Promissory Note dated April 30, 2010 issued by iVoice, Inc. in favor of B Green Innovations, Inc. (incorporate herein by reference to Exhibit 10.2 of the Registrant’s Form 8-K date April 30, 2010.14.1

Code of Ethics (incorporated by reference to Exhibit 14.1 filed with the Registrant’s Form 10-KSB for the fiscal year ended December 31, 2003).21

List of Subsidiaries filed herein.*31.1

Certifications of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein.*32.1

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





*  Filed herein


35





Signatures





In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.




iVoice, Inc.Date: April 12, 2011
By:
/s/ JEROME R MAHONEYJerome R. MahoneyPresident, Chief Executive Officer,

Chief Financial Officer and Director





In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.




By:
s/ Jerome R. Mahoney

April 12, 2011Jerome R. MahoneyPresident, Chief Executive Officer,Chief Financial Officer and DirectorBy:
/s/ Frank V. Esser

April 12, 2011Frank V. EsserDirector




36


INDEX OF EXHIBITS





3.1

Certificate of incorporation of  iVoice, Inc., a New Jersey corporation, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 10-QSB for the period ended March 31, 2003.3.2

Amendment to the Certificate of incorporation of  iVoice, Inc., filed with the Treasurer of the State of New Jersey on June 9, 2005, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K dated June 9, 2005.3.3

Amendment to the Certificate of incorporation of  iVoice, Inc., filed with the Treasurer of the State of New Jersey on June 17, 2005, incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K dated June 9, 2005.3.4

By-laws of iVoice, Inc., a New Jersey corporation, incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 10-QSB for the period ended March 31, 2003.3.5

Amendment to the Certificate of Incorporation of iVoice, Inc., filed with the Treasurer of the State of New Jersey on April 7, 2006, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K dated March 30, 2006.3.6

Amendment to the Certificate of Incorporation of iVoice, Inc., filed with the Treasurer of the State of New Jersey on March 6, 2009, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K dated March 13, 2009.4.1

iVoice, Inc. 2005 Stock Incentive Plan incorporated herein by reference to Appendix A to the Schedule 14A filed on February 27, 2006.4.2

iVoice, Inc. 2008 Directors’ and Officers’ Stock Incentive Plan (incorporated herein by reference to Exhibit 4.2 to the Form S-8 filed on August 24, 2009).10.1

Amendment No. 3 to Employment Agreement dated March 13, 2009 by and between iVoice, Inc., a New Jersey corporation, and Jerome Mahoney (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated March 13, 2009).10.2

Amendment Agreement dated February 21, 2008, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K/A dated March 16, 2009).10.3

Settlement Agreement dated November 12, 2009, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated November 24, 2009).10.4

Amended and Restated Secured Convertible Debenture dated November 12, 2009, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 8-K dated November 24, 2009).10.5

Amendment No. 2 to Amended and Restated Security Agreement dated November 12, 2009, iVoice, Inc. and YA Global Investments LP (incorporated herein by reference to Exhibit 10.3 of the Registrant’s Form 8-K dated November 24, 2009).10.6

Termination of Administrative Services Agreement dated February 10, 2010 by and between B Green Innovations, Inc. and iVoice, Inc. (incorporate herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the period ended March 31, 2010.10.7

Administrative Services Agreement dated March 1, 2010 by and between B Green Innovations, Inc. and iVoice, Inc. (incorporate herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q for the period ended March 31, 2010.10.8

Amendment No. 1 to the Administrative Services Agreement by and between B Green Innovations, Inc. and iVoice, Inc. (incorporate herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K date April 30, 2010.10.8

Convertible Promissory Note dated April 30, 2010 issued by iVoice, Inc. in favor of B Green Innovations, Inc. (incorporate herein by reference to Exhibit 10.2 of the Registrant’s Form 8-K date April 30, 2010.14.1

Code of Ethics (incorporated by reference to Exhibit 14.1 filed with the Registrant’s Form 10-KSB for the fiscal year ended December 31, 2003).21

List of Subsidiaries filed herein.*31.1

Certifications of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein.*32.1

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





* Filed herein





37




iVOICE, INC.  AND SUBSIDIARIES
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER 31, 2010 and 2009
  
 38
  iVOICE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 CONTENTS
  PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRosenberg, Rich, Baker, Berman & Company
F-1CONSOLIDATED FINANCIAL STATEMENTSConsolidated Balance Sheets
F-2 to F-3Consolidated Statements of Operations
F-4Consolidated Statements of Changes in Stockholders' Equity (Deficit)
F-5 to F-6Consolidated Statement of Accumulated Other Comprehensive Income
F-7Consolidated Statements of Cash Flows
F-8 to F-10Notes to Consolidated Financial Statements
F-11 to F-34
 
 39
 
 RosenbergRich Baker Berman & Co
 Certified Public Accountants
 265 Davidson Avenue, Suite 210
 Somerset, NJ 08873-4120
 Phone (908) 231-1000                    Fax (908) 231-6894
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders’ of iVoice, Inc.
 Matawan, NJ
 
 We have audited the accompanying consolidated balance sheets of iVoice, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders' equity (deficit), accumulated other comprehensive income and cash flows for each of the years in the two-year period ended December 31, 2010.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of iVoice, Inc. as of December 31, 2010 and 2009, and the results of its operations, changes in stockholders’ (deficit), and cash flows for the years then ended, and are in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred substantial accumulated deficits. These issues raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
  /s/Rosenberg Rich Baker Berman & Co
 Somerset, New Jersey
 April 8, 2011
 
 F-1
 
 iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 December 31,
  ASSETS2010


2009CURRENT ASSETSCash and cash equivalents

$
1,488,557


$
1,842,801Securities available for sale


2,014



9,681Accounts receivable


4,284



6,188Inventory


1,106



--Prepaid expenses and other current assets


33,579



45,075Total current assets


1,529,540



1,903,745PROPERTY AND EQUIPMENT


37,594



35,925OTHER ASSETSIntangible assets


113,181



171,969Deposits and other assets


6,666



6,666Total other assets


119,847



178,635TOTAL ASSETS

$
1,686,981


$
2,118,305
 The accompanying notes are an integral part of these consolidated financial statements.
 
 F-2
 
 iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS – (Continued)
 December 31,
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)2010


2009CURRENT LIABILITIESAccounts payable and accrued expenses

$
1,092,957


$
927,105Due to related parties


991,934



580,703Class A common stock liability


354,157



29,508Deferred revenue


1,170



2,210Total current liabilities


2,440,218



1,539,526Convertible debenture payables, net of discount of$104,476 and $159,128, respectively


413,624



512,472Derivative liability on convertible debentures


571,941



742,139Total Liabilities


3,425,783



2,794,137COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITY (DEFICIT)iVoice, Inc. Stockholders’ Equity:Preferred stock, $1 par value; Authorized shares - 1,000,000;Issued and outstanding shares – none


-



-Common stock, Class A:2010 – no par value; Authorized 10,000,000,000,6,265,563,493 shares issued and outstanding2009 – no par value; Authorized 10,000,000,000,3,401,870,145shares issued and outstanding


25,225,513



24,818,162Common stock, Class B:2010 - $.01 par value; Authorized 50,000,0002,204,875 shares issued and outstanding,2009 - $.01 par value; Authorized 50,000,0002,204,875 shares issued and outstanding


--



--Additional paid-in capital


719,702



719,702Accumulated other comprehensive income


1,199



4,658Accumulated deficit


(25,536,587
)


(24,146,624
)Treasury stock, 3,000 Class A shares, at cost


(28,800
)


(28,800
)Total iVoice, Inc. stockholders' equity


381,027



1,367,098Noncontrolling interest


(2,119,829
)


(2,042,930
)Total stockholders' equity (deficit)


(1,738,802
)


(675,832
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
1,686,981


$
2,118,305
  The accompanying notes are an integral part of these consolidated financial statements.
 F-3
  iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the years ended December 31,
 
 2010


2009SALES, net

$
177,198


$
108,120COST OF SALES


84,119



46,594GROSS PROFIT


93,079



61,526SELLING, GENERAL AND ADMINISTRATIVE EXPENSESGeneral and administrative expenses


1,675,525



1,291,125Impairment of intangibles


58,052



66,626Depreciation and amortization


13,203



13,871Total selling, general and administrative expenses


1,746,780



1,371,622LOSS FROM OPERATIONS


(1,6563,701
)


(1,310,096
)OTHER INCOME (EXPENSE)Other income


276,324



208,100Gain on settlement on paydown of convertible debt


-



1,344,877Gain on revaluation of derivatives


170,178



917,852Amortization of discount on debt


(54,652
)


(152,723
)Interest expense


(220,601
)


(788,230
)Total other income (expense)


171,269



(1,529,876
)INCOME (LOSS) FROM OPERATIONS BEFOREPROVISION FOR INCOME TAXES


(1,482,432
)


219,780PROVISION FOR INCOME TAXES


--



--NET INCOME (LOSS)


(1,482,432
)


219,780Less: Net income (Loss) attributable to noncontrolling interest


(295,205
)


(928,405
)NET INCOME (LOSS) APPLICABLE TO COMMON SHARES

$
(1,187,227
)

$
1,148,185NET INCOME (LOSS) PER COMMON SHAREBasic

$
0.00


$
0.00Diluted

$
0.00


$
0.00WEIGHTED AVERAGE COMMON SHARES OUTSTANDINGBasic


5,078,808,854



2,849,840,802Diluted


5,078,808,854



24,460,149,469
 The accompanying notes are an integral part of these consolidated financial statements.
 F-4
 
 iVOICE, INC. AND SUBSIDIARIES
  FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
 
 Common Stock Class A


Common Stock Class B


TreasuryStockShares


Amount


Shares


Amount


AmountBalance at January 1, 2009


2,602,170,527


$
24,613,184



1,512,104


$
-


$
(28,800
)Issuance of stock as repayment of principal on an outstanding convertible debentures


260,000,000



23,400



-



-



-Issuance of stock for compensation


539,696,618



181,578



-



-



-Redemption of Class B common stock


-



-



(1,512,104
)


-



-Effect of changes in voting rights of B Green Innovations Series A Preferred Stock


-



-



-



-



-Unrealized loss on securities available for sale


-



-



-



-



-Net loss for the year ended December 31, 2009


-



-



-



-



-Balance at December 31, 2009


3,401,867,145


$
24,818,162



-


$
-


$
(28,800
)Effect of change in ownership of VIE










-



-



-Issuance of stock for compensation


1,265,576,691



236,500



-



-



-Issuance of stock as repayment of principal on an outstanding convertible debentures


1,598,119,657



153,300



-



-



-Unrealized gain on securities available for sale


-



-



-



-



-Net income for the year ended December 31, 2010


-



-



-



-



-Balance at December 31, 2010


6,265,563,493


$
25,225,513



-


$
-


$
(28,800
)
 The accompanying notes are an integral part of these consolidated financial statements.
 F-5
  iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
 FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
 
 Additional


Accumulated Other








Total Stockholders’Paid-In


Comprehensive


Accumulated


Noncontrolling


EquityCapital


Income (Loss)


(Deficit)


Interest


(Deficit)Balance at January 1, 2009

$
719,702


$
1,785


$
(26,518,419
)

$
(524,405
)

$
(1,736,953
)Issuance of stock as repayment of principal on an outstanding convertible debentures


-



-



-



-



23,400Issuance of stock for compensation


-



-



-



-



181,578Redemption of Class B common stock


-



-



-



-



(1,512,104
)Effect of changes in voting rights of B Green Innovations Series A Preferred Stock


-



-



1,223,610



(590,120
)


633,490Unrealized gain on securities available for sale


-



4,078



-



-



4,078Reclassification adjustment for gains included in net income


-



(1,205
)


-



-



(1,205
)Net income (loss) for the year ended December 31, 2009


-



-



1,148,185



(928,405
)


219,780Balance at December 31, 2009

$
719,702


$
4,658


$
(24,146,624
)

$
(2,042,930
)

$
(675,832
)Effect of change in ownership of VIE


-



-



(202,736
)


15,570



(187,166
)Issuance of stock for compensation


-



-



-



-



236,500Issuance of stock as repayment of principal on an outstanding convertible debentures


-



-



-



-



153,300Unrealized gain on securities available for sale


-



27,593



-



-



27,553Reclassification adjustment for gains included in net income


-



(31,052
)


-



-



(31,052
)Net income (loss) for the year ended December 31, 2010


-



-



(1,482,432
)


(295,205
)


(1,187,227
)Balance at December 31, 2010

$
719,702


$
1,199


$
(25,536,587
)

$
(2,119,829
)

$
(1,738,802
)
 
 The accompanying notes are an integral part of these consolidated financial statements.
  F-6
  iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME
 FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
  Accumulated OtherComprehensiveIncomeBalance at January 1, 2009

$
1,785Unrealized loss on securities available for sale:Unrealized gains arising during the period

$
4,078Less: reclassification adjustment for losses included in net loss


(1,205
)Net change for the year


2,873Balance at December 31, 2009


4,658Unrealized gain on securities available for sale:Unrealized gains arising during the period


27,593Less: reclassification adjustment for gains included in net income


(31,052
)Net change for the year


(3,459
)Balance at December 31, 2010

$
1,199
 The accompanying notes are an integral part of these consolidated financial statements.
 F-7
 
 iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31,
 
 2010


2009CASH FLOW FROM OPERATING ACTIVITIESNet income (loss)

$
(1,482,432
)

$
219,780Adjustments to reconcile net income (loss) to netcash (used in) operating activities:Depreciation and amortization


13,203



13,871Amortization of discount on debt conversion


54,652



152,723Beneficial interest on issuance of stock


207,900



521,537Gain on sales or exchange of marketable securities


(31,012
)


(41,394
)Issuance of common stock services


15,570



14,219Gain on revaluation of derivatives


(170,198
)


(917,852
)Gain from settlement of note receivable previously written-off


(4,319
)


(25,503
)Settlement on paydown of secured debt


--



(1,344,877
)Impairment of intangibles


58,052



66,626Changes in certain assets and liabilities:Decrease (increase) in accounts receivable


1,904



(6,188
)(Increase) decrease in inventory


(1,106
)


6,246Decrease (increase) in prepaid and other current assets


11,496



(23,264
)Increase in accounts payable and accrued expenses


507,852



29,005Decrease in deferred revenue


(1,040
)


(7,197
)Increase in related party accounts


439,831



200,270Total cash used in operating activities


(379,647
)


(1,141,998
)CASH FLOWS FROM INVESTING ACTIVITIESPurchases of property and equipment


(14,136
)


--Net proceeds from sales of securities available for sale


39,539



47,602Purchase of intangibles assets


--



(5,393
)Total cash provided by investing activities


25,403



42,209
  The accompanying notes are an integral part of these consolidated financial statements.
 F-8
  iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 FOR THE YEARS ENDED DECEMBER 31,
 
 2010


2009CASH FLOWS FROM FINANCING ACTIVITIESRepayment of convertible debentures


--



(500,000
)Redemption of Class B common stock


--



(1,512,104
)Total cash used in financing activities


--



(2,012,104
)NET DECREASE IN CASH AND CASH EQUIVALENTS


(354,244
)


(3,111,893
)CASH AND EQUIVALENTS – BEGINNING OF YEAR


1,842,801



4,954,694CASH AND EQUIVALENTS – END OF YEAR

$
1,488,557


$
1,842,801SUPLLEMENTAL DISCLOUSRE OF NON CASH ACTIVITIES:CASH PAID DURING THE YEAR FOR:Interest expense

$
--


$
28,100Income taxes

$
--


$
--
  The accompanying notes are an integral part of these consolidated financial statements.
  F-9
  iVOICE, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
  SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
 
 During the year ended December 31, 2010:
 
 a)
The Company issued 880,000,000 shares of Class A common stock to an Officer of the Company for payment of $28,600 of deferred compensation. The stock was valued at $236,500 and $207,900 was charged to beneficial interest expense.
 
 b)
The Company issued 385,576,691 shares of Class A common stock to Larry Muenz for payment of $17,351 accrued legal services.
 
 c)
The Company issued 1,598,119,657 shares of Class A common stock to YA Global Investments, LP as repayment of $153,500 of principal on outstanding convertible debentures.
 
 d)
The Company recorded a bonus to employees, payable in unregistered Class A Common Stock up to 1.8 billion shares to be determined per employee at a market value of $342,000. These shares are to be issued in 2011.
 
 
 a)
During the year ended December 31, 2009:
 
 b)
The Company received 54,000,000 shares of Thomas Pharmaceuticals, Ltd. Class A common stock on conversion of $4,320 of convertible debentures receivable. Management determined that these shares should be impaired for the same amount.
 
 c)
The Company issued 260,000,000 shares of Class A common stock to YA Global Investments, LP as repayment of $23,400 of principal on outstanding convertible debentures.
 
 d)
B Green Innovations Inc (f/k/a iVoice Technology, Inc.) issued 96,750,000 shares of its Class A common stock to noncontrolling shareholders for a value of $154,219.
 
 e)
B Green Innovations Inc (f/k/a iVoice Technology, Inc.) issued 115,025 shares of Class B common stock to a noncontrolling shareholder to reduce a related party promissory note in the amount of $115,025. The difference in the market value and the promissory note reduction was charged to beneficial interest in the amount of $364,246.
 
 f)
B Green Innovations Inc received equipment valued at approximately $25,503 in lieu of payment of a note receivable which was previously written-off.
 
 The accompanying notes are an integral part of these consolidated financial statements.
 F-10
 
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 a)
Basis of Presentation
 iVoice, Inc. formerly known as Visual Telephone International, Inc. (“Visual”) was incorporated under the laws of Utah on December 2, 1995, and subsequently changed to Delaware.
 
 On May 21, 1999, the Company executed a Reorganization Agreement (the “Agreement”) that provided that the Company and International Voice Technologies, Corp. (“IVT”) would be merged and the Company would be the surviving entity. On May 25, 1999, a certificate of merger was filed with the State of Delaware and the name of the Company was changed to iVoice.com, Inc.
 
 On April 24, 2000, the Company entered into an agreement and plan of reorganization with all the stockholders of ThirdCAI, another shell company that was a reporting company under the Securities Exchange Act of 1934.
 
 On August 24, 2001, the Company amended its certificate of incorporation to change its name from iVoice.com, Inc. to iVoice, Inc.
 
 On April 25, 2003, the Company formed a wholly owned subsidiary in the State of New Jersey and on May 5, 2003, changed its state of incorporation from Delaware to New Jersey by merging into the newly formed New Jersey subsidiary.
 
 In 2004 and 2005, the Company spun-off four operating divisions into separate publically held operating companies through special dividends to the Company’s shareholders. These companies are Trey Resources, Inc., B Green Innovations, Inc. (f/k/a iVoice Technology, Inc), SpeechSwitch, Inc. and Deep Field Technologies, Inc.
 
 In January 2006, the Company merged with Thomas Pharmaceuticals, Ltd, a New York corporation and its stockholders in exchange for Preferred Stock of the new subsidiary. In November 2007, the Company spun-off Thomas Pharmaceuticals, Ltd as a special dividend to the Company’s shareholders.
 
 On March 6, 2006, the Company formed a new wholly owned subsidiary, iVoice Innovations, Inc. in the State of New Jersey.  This subsidiary will be used to either acquire other operating companies or for a potential spin-off of an existing asset of ours.
  F-11
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  On March 12, 2008, the Company acquired 1,444.44 shares of iVoice Technology, Inc.’s Series A 10% Convertible Preferred Stock for $1,444,444.  At the time that the Company acquired these shares, the holder of each share of Series A Preferred Stock had the right to one vote for each share of Common Stock into which such Series A Preferred Stock could then be converted, and the holders of the Series A Preferred Stock shall not have in the aggregate more than seventy percent (70%) of the total votes of all classes of voting stock of the Corporation that would vote at a meeting of shareholders. On March 6, 2009, iVoice Technology amended their Certificate of Incorporation to remove the voting and conversion rights of the Series A Convertible Preferred Stock. Based on this change, the Company no longer has any voting rights in the stock of iVoice Technology. On November 16, 2009, iVoice Technology completed a merger with its wholly owned subsidiary B Green Innovations, Inc, and renamed the company B Green Innovations, Inc. (“B Green Innovations”).
 
 The Company is publicly traded and is currently traded on the Over The Counter Bulletin Board (“OTCBB”) under the symbol “IVOI”.
 
 b)
Principles of Consolidation
 The accompanying consolidated financial statements include the accounts of the Company, its subsidiary, iVoice Innovations Inc. and its Variable Interest Entity, B Green Innovations. All significant intra-company transactions and balances have been eliminated in consolidation.
 
 B Green Innovations is considered a Variable Interest Entity by the Company because iVoice, Inc. is the primary beneficiary of B Green Innovations. Additionally, iVoice has provided more than half the equity of B Green Innovations, and iVoice’s Board of Directors and B Green Innovations’ Board of Directors are the same, and therefore have the power to direct the activities of B Green Innovations, the Variable Interest Equity.  As such, according to provisions of FASB Accounting Standards Codification (“ASC”) Topic 810 “Consolidation”, iVoice, Inc. continued to consolidate the results of operations of B Green Innovations with those of iVoice and its other subsidiary.
 
 Concurrent with the changes made to the B Green Innovations’ Series A Convertible Preferred Stock made on March 12, 2008, the Company adopted provisions of ASC 810 and now consolidates 100% of the results of operations of B Green Innovations, Inc. The Company reclassified certain accounts in the stockholders’ deficit section to conform to the current year presentation. The reclassifications had no effect on operations or cash flows.
 
 c)
Line of Business
 We have determined that the best way to create shareholder value, separate and apart from our operating performance, is by spinning off and distributing shares of our wholly owned subsidiaries in the form of a special dividend to our shareholders.  The only industry in which we currently have operations are patent licensing.
 
 We will also continue to search for potential merger candidates with or without compatible technology and products, in a further attempt to increase shareholder value (See Subsequent Event Footnote.
  F-12
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 d)
Use of Estimates
 The preparation of financial statements are in conformity with accounting principles generally accepted in the United States of America which 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.
  e)
Revenue and Cost Recognition
 The parent Company obtains its income primarily from the sales or licensing of its patents and patent applications. Revenues for the sales of our patents are recorded upon transfer of title. The patent revenues are reported net of any broker fees or commissions. The parent also records revenues on the various Administrative Services Agreements. Administrative Services revenues billed to B Green Innovations are eliminated in consolidation.
 
 The Company also is reporting revenues for B Green Innovations which primarily derives revenues from the shipments of “green products” which are recognized at the time of shipment to, or acceptance by customer, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists. B Green Innovation also derives revenues from the customer support (maintenance) service contracts for its IVR software product for one-year periods. Deferred revenues are recorded when the company receives payment and then revenues are recorded over the maintenance period.
 
 Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales.
 
 f)
Cash and Cash Equivalents
 The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
 
 g)
Securities Available-for-sale
 The Company has evaluated its investment policies consistent with ASC 320-10-25, “Classification of Investment Securities”, and determined that all of its investment securities are to be classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in Stockholders' Equity (Deficit) under the caption Accumulated Other Comprehensive Income.
 
 h)
Concentration of Credit Risk
 The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.
  F-13
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 j)
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.
 
 k)
Intangible Assets
 Intangible assets represent costs incurred for trademarks, patents and patent applications. Identified intangible assets are regularly reviewed to determine whether facts and circumstances exist which indicate that the useful life is shorter than originally estimated or the carrying amount of assets may not be recoverable. The Company assesses the recoverability of its identifiable intangible assets by comparing the projected discounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.
 l)
Income Taxes
 The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes and liabilities are computed annually for differences between the financial statement and the tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
 
 m)
Fair Value of Financial Instruments
 The Company estimates that the fair value of all financial instruments at December 31, 2010 and 2009, as defined in ASC 320-10-35, “Subsequent Measurement of Investment Securities”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
 
 On November 12, 2009, the Company issued an Amended and Restated convertible debenture to YA Global Investments, which is due on May 25, 2014, and it yields no effective interest rate.  The Company imputed an effective interest rate of 5.25%.
 
 n)
Impairment of Long-Lived Assets
 The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.  No impairment losses have been recognized for the years ended December 31, 2010 and 2009, respectively.
  F-14
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 o)
Fair Value Measurement
 FASB ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
 
 ASC 820 classifies these inputs into the following hierarchy:
 
 Level 1 Inputs– Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
 Level 2 Inputs– Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
 Level 3 Inputs– Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
 
 p)
Income (Loss) Per Common Share
 ASC 260, “Earnings Per Share” requires presentation of basic earnings per share (“basic EPS”) and diluted earnings per share (“diluted EPS”).The computation of basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of outstanding Common shares during the period.  Diluted earnings per share gives effect to all dilutive potential Common shares outstanding during the period. For the year ended December 31, 2010 the computation of diluted EPS excludes 4,386,839,497 shares related to the conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.
 F-15
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 q)
Accumulated Other Comprehensive Income (Loss)
 Comprehensive income (loss) includes net income (loss) and other revenues, expenses, gains and losses that are excluded from net income (loss) but are included as a component of total stockholders’ equity (deficit). Comprehensive income (loss) for the years ended December 31, 2010 and 2009 was $(3,459) and $ 4,078, respectively. The difference between comprehensive income (loss) and net income (loss) results primarily from the effect of unrealized gains and losses determined in accordance with FASB ASC 320, “Investments – Debt and Equity Securities”. As of December 31, 2010 and 2009, the accumulated balance of unrealized gains and losses excluded from net income (loss) was $1,199 and $4,658, respectively. These amounts are presented as “Accumulated other comprehensive income” in the balance sheet at December 31, 2010 and 2009.
 r)
Derivative Liabilities
 The Company accounts for its embedded conversion features in its convertible debentures in accordance FASB ASC 815-10, "Accounting for Derivative Instruments and Hedging Activities", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and FASB ASC 815-40, “Contracts in Entity’s Own Equity”. The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as “Loss on Valuation of Derivative” in other expense in the accompanying financial statements. Any subsequent increase or decrease in the fair value of the derivative liabilities is recognized as “Other expense” or “Other income”, respectively.
 
 s)
Recent Accounting Pronouncements
 In October 2009, the FASB issued Accounting Standards Update 2009-13, “Revenue Recognition (Topic 605)”. This Update provides amendments to the criteria in Subtopic 605-24 for separating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable which includes vendor-specific objective evidence (if available), third-party evidence (if vendor-specific evidence is not available), or estimated selling price if neither of the first two are available. This Update also eliminates the residual method for allocating revenue between the elements of an arrangement and requires that arrangement consideration be allocated at the inception of the arrangement. Finally, this Update expands the disclosure requirements regarding a vendor’s multiple-deliverable revenue arrangements. This Update is effective forfiscal years beginning on or after June 15,2010. We do not anticipate any material impact from this Update.
 
 In April, 2010, the FASB issued ASU 2010-17, “Revenue Recognition – Milestone Method.” ASU 2010-17 amends ASC 605 “Revenue Recognition” to provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted.  The Company does not expect the adoption of ASU 2010-17 to have an effect on the Company’s financial statements.
  F-16
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  In December 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-29, Business Combinations (Topic 805)–Disclosure of Supplementary Pro Forma Information for Business Combinations–a consensus of the FASB Emerging Issues Task Force ("ASU 2010-29"). ASU 2010-29 requires a public entity to disclose pro forma revenue and earnings for a business combination occurring in the current year as though the business combination occurred as of the beginning of the year or, if comparative statements are presented, pro forma amounts are required to be presented as though the business combination took place as of the beginning of the comparative year. ASU 2010-29 also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.We will apply ASU 2010-29 prospectively to business combinations consummated subsequent to January 1, 2011.
  In December 2010, the FASB issued ASU No. 2010-28, Intangibles–Goodwill and Other (Topic 350)–When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying amounts–a consensus of the FASB Emerging Issues Task Force ("ASU 2010-28"). ASU 2010-28 provides guidance on (i) the circumstances under which step 2 of the goodwill impairment test must be performed for reporting units with zero or negative carrying amounts and (ii) the qualitative factors to be taken into account when performing step 2 in determining whether it is more likely than not that an impairment exists. For public entities, the provisions of ASU 2010-28 will be effective for fiscal years and interim periods within those years beginning after December 15, 2010. We are currently evaluating the impact this update will have on our financial statements.
  NOTE 2 – CONSOLIDATED FINANCIAL STATEMENTS AND NON-CONTROLLING INTEREST
 
 On March 12, 2008, the Company acquired 1,444.44 shares of B Green Innovations’ (f/k/a iVoice Technology, Inc.) Series A 10% Secured Convertible Preferred Stock for $1,444,444.  At the time that the Company acquired these shares, the holder of each share of Series A Preferred Stock had the right to one vote for each share of Common Stock into which such Series A Preferred Stock could then be converted, and the holders of the Series A Preferred Stock shall not have in the aggregate more than seventy percent (70%) of the total votes of all classes of voting stock of the Corporation that would vote at a meeting of shareholders. These securities are also secured by the assets of B Green Innovations. On March 6, 2009, B Green Innovations amended its Certificate of Incorporation to remove the voting and conversion rights of the Series A Convertible Preferred Stock. Based on this change, the Company no longer has any voting rights in the stock of B Green Innovations. The Company and B Green Innovations continue to share common management and the Company is a major investor in B Green Innovations, as such, according to ASC 810, “Consolidation”, iVoice, Inc. is required to consolidate the results of operations of B Green Innovations with those of iVoice, Inc. and its other subsidiary.
 
 For the year ended December 31, 2010, the stockholders’ equity for non-controlling interest and net income attributable to non-controlling interest reflects 90% of the non-controlling interest’s portion of B Green Innovations operations, after giving effect of elimination of intra-company transactions. For the year ended December 31, 2009, the non-controlling interest reflects 90% of the non-controlling interest’s portion of B Green Innovations operations, after giving effect of elimination of intra-company transactions.
  ince 2004, iVoice has provided administrative services to B Green Innovations and its subsidiary through various agreements. In 2008, the accumulated unpaid receivables were exchanged for Convertible Promissory Notes payable to iVoice by B Green Innovations and its subsidiary. In November 2009, iVoice and B Green Innovations mutually agreed to terminate and extinguish the following agreements:
  a. The Administrative Services Agreement dated March 1, 2008 by and between B Green Innovations, Inc. (subsidiary) and iVoice, Inc.b. The Convertible Promissory Notes dated May 5, 2008 by B Green Innovations, Inc. (subsidiary) payable to iVoice, Inc.c. The Security Agreement dated May 5, 2008 by and between B Green Innovations, Inc. (subsidiary) and iVoice, Inc.
 F-17
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 On February 10, 2010, the remaining Administrative Services Agreement with B Green Innovations was terminated, and the Company entered into an Exchange Agreement to exchange the B Green Innovations Convertible Promissory Note, having a principal and accrued interest of approximately $119,000, for 119 shares of the B Green Innovations 3% Convertible Preferred Stock.
 On February 10, 2010, and as subsequently amended (see below), the Company entered into an administrative services agreement with B Green Innovations to provide iVoice with administrative and financial services and office space. This agreement will continue on a month-to-month basis unless terminated by either party by providing 30 days written notice. In consideration of the services, iVoice will pay B Green $5,000 per month. For the year ended December 31, 2010 the companies recorded administrative fees of $60,000, which was eliminated in consolidation.
 
 On April 29, 2010, the Administrative Services Agreement between the Company and B Green Innovations was amended as follows:
 
 a.
The agreement will commence effective January 1, 2010.
 b.
The monthly fee will increase to $5,000 per month and will be evidenced by a Convertible Promissory Note, the terms of which are as follows:
 i.
Interest will accrue in the unpaid balance at the rate of prime plus 1 percent per annum.
 ii.
Additional advances to include Fees accrued pursuant to the Administrative Services Agreement will be added to the principal of this note and will accrue interest at the above specified rate.
 iii.
The interest shall accrue monthly and be paid annually.
 iv.
The principal is payable on demand.
 v.
The holder may elect payment of the principal and/or interest at the Holder’s sole discretion, owed pursuant to this Note by requiring the Maker to issue to the Holder, or his assigns either: (i) one Class B common stock share of the Maker, no par value per share, for each dollar owed, (ii) the number of Class A common stock shares of the Maker calculated by dividing (x) the sum of the principal and interest that the Holder has decided to have paid by (y) fifty percent (50%) of the lowest issue price of Class A common stock, or (iii) exchange the iVoice Market Value of the number of Class A Common Stock shares calculated, but not issued, in subsection (ii) above, equal to the number of B Green Series A 3% Preferred Stock shares calculated by dividing the iVoice Market value by the Series A Initial Value, as defined in the Company’s Certificate of Incorporation. The Holder may elect payment of the principal of this Note, before any repayment of interest.
 vi.
This note may be prepaid in full or in part at any time without penalty.
 vii.
In the event of (a) default in payment of any installment of principal or interest hereof as the same becomes due and such default is not cured within ten (10) days from the due date, or (b) default under the terms of any instrument securing this Note, and such default is not cured within fifteen (15) days after written notice to maker, then in either such event the Holder may, without further notice, declare the remainder of the principal sum, together with all interest accrued thereon, and the prepayment premium, if any, at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. The unpaid principal of this Note and any part thereof, accrued interest and all other sums due under this Note shall bear interest at the rate of prime plus 2 percent per annum after default until paid.
 
 F-18
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 
 NOTE 3 -GOING CONCERN
 
 The Company has incurred substantial accumulated deficits. These issues 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.
 
 Since the spinoff of the three operating subsidiaries in 2005, the Company has transitioned itself into a company focused on the development and licensing of proprietary technologies. Following the sales of patents the Lamson Holdings LLC, the Company has 9 remaining patent applications, which have been awarded or are pending.  These applications include various versions of the “Wirelessly Loaded Speaking Medicine Container”, which is also filed internationally, the “Voice Activated Voice Operated Copier”, the “Voice Activated Voice Operational Universal Remote Control”, “Wireless Methodology for Talking Consumer Products” which is also filed internationally, “Product Identifier and Receive Spoken Instructions” and “Traffic Signal System with Countdown Signaling with Advertising and/or News Message”.
  The Company also continues to search for potential merger candidates with or without compatible technology and products, which management feels may make financing more appealing to potential investors.
 
 The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
  NOTE 4 - PROPERTY AND EQUIPMENT
 
 Property and equipment is summarized as follows:
 
 December 31,2010


2009Equipment

$
150,385


$
136,248Leasehold improvements


11,454



11,454Furniture and fixtures


123,519



123,519285,358



271,221Less: Accumulated depreciation


247,764



235,296Property and equipment, net

$
37,594


$
35,925
 
 Depreciation expense for the years ended December 31, 2010 and 2009 was $13,203 and $13,871, respectively.
  F-19
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  NOTE 5 – FAIR VALUE MEASUREMENTS
 
 The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31, 2010 and December 31, 2009. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
 
 December 31, 2010Assets

Level I


Level II


Level III


TotalSecurities available for sale

$
2,014


$
-


$
-


$
2,014Total Assets

$
2,014


$
-


$
-


$
2,014Derivative liabilities

$
-


$
571,941


$
-


$
571,941Total Liabilities

$
-


$
571,941


$
-


$
571,941
  December 31, 2009Assets

Level I


Level II


Level III


TotalSecurities available for sale

$
9,681


$
-


$
-


$
9,681Total Assets

$
9,681


$
-


$
-


$
9,681Derivative liabilities

$
-


$
742,139


$
-


$
742,139Total Liabilities

$
-


$
742,139


$
-


$
742,139
  The Company’s derivatives are classified within Level 2 of the valuation hierarchy. The Company’s derivatives are valued using internal models that use as their basis readily observable market inputs, such as time value, forward interest rates, and volatility factors. Refer to Note 11 for more discussion on derivatives.
  F-20
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  NOTE 6 – SECURITIES AVAILABLE FOR SALE
 
 On February 13, 2007, the Company received 4,000,000 shares for Deep Field Technologies, a former subsidiary of the Company, Class A Common Stock as compensation pursuant to the Consulting Agreement with Deep Field Technologies, valued at $1,120,000. The Company provided “general corporate finance advisory and other similar consulting services” for a period of six (6) months from the date of the agreement. During the 4th Quarter 2008, management of the Company determined that the carrying value of the Deep Field Technologies Class A Common Stock was severely impaired due to poor liquidity of their Common Stock in the marketplace and management has taken a fair value adjustment of $1,119,200 to write down these investments. At December 31, 2010 and 2009, the book value of these shares was $800.
  During the year ended December 31, 2008, the Company received an aggregate of 142,600,000 shares of Thomas Pharmaceuticals, Ltd. Class A Common Stock upon conversion of $12,368 of 10% Secured Convertible Debentures receivable dated January 6, 2006. During the year ended December 31, 2008, the Company sold 101,000,000 shares for net proceeds of $16,213. The book value of the remaining shares is $3,328 and the market value is $4,160. The unrealized gain of $832 is included in the Other Comprehensive Income (Loss). During the 1st Quarter 2009, the Company sold 41,600,000 shares for net proceeds of $4,052 and recorded a realized gain of $724.  During the year ended December 31, 2010, the Company sold 54,000,000 shares for net proceeds of $16,233 and recorded a realized gain of $11,913.  At December 31, 2010 and 2009, the total balance is $0.
 
 During the year ended December 31, 2008, the Company received an aggregate of 151,000,000 shares of SpeechSwitch, Inc. (A former subsidiary of the Company) Class A Common Stock upon conversion of $12,080 of Convertible Promissory Note receivable dated March 5, 2008. During the year ended December 31, 2009, the Company sold 28,433,865 shares for net proceeds of $2,756. The book value of the remaining shares is $4,236 and the market value is $5,295 at December 31, 2009. The unrealized gain of $1,059 is included in the Other Comprehensive Income (Loss). During the year ended December 31, 2010, the Company sold 52,948,165 shares for proceeds of $23,365 for a realized gain of $19,099.
  As of December 31, 2010, the remaining book value was $-0-.
  As of December 31, 2009, the aggregate book value of these securities was $2,873, the market value was $9,681 and the cumulative unrealized gain was $4,658.
  NOTE 7 –PROMISSORY NOTES RECEIVABLE
 
 On February 4, 2008, B Green Innovations advanced $30,000 to Atire Technologies, Inc., an acquisition candidate, in the form of a Promissory Note, due February 4, 2010, at an interest of 8% per annum. The terms of the note provided deferred payments of interest only starting on July 4, 2008 and principal and interest payments starting on October 4, 2008. At December 31, 2008, management of B Green Innovations determined that Atire was in default of its current obligations under the agreement and wrote this account off to bad debt. During the year ended December 31, 2009, B Green Innovations received $25,503 of manufacturing equipment in settlement of the outstanding debt. The manufacturing equipment is currently housed in B Green Innovations’ outsourced manufacturing facility.
  F-21
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 
 NOTE 8 –INTANGIBLES
 
 To date we have filed fifteen patent applications with the United States Patent and Trademark Office for speech enabled applications that we have developed internally.  Of the patent applications we have filed, four (4) patents have been awarded.  In May 2003 and December 2003, the Company was issued two patents for its Speech–Enabled Automatic Telephone Dialer.  On October 26, 2004 we were issued Patent 6,813,341 for a patent for Speech Enabled Voice Activated/Voice Responsive Item Locator.  In March 2006 we sold four of our voice activated product and item locator patents to Lamson Holdings LLC for the net proceeds of $136,000. On December 6, 2007 we were issued Patent 7,305,344 for a patent for Methodology for Talking Consumer Products with Voice Instructions via Wireless Technology. The patents expire 20 years from the date of the original patent filings. All accumulated costs incurred with respect to the Company’s patent filings have been capitalized.
  During the year ended December 31, 2008, B Green Innovations filed several patents for the rights related to the manufacturing of products from recycled crumb tire rubber.
  Registration and maintenance costs associated with the filing and registration of patents are prepaid and deferred until the patent is awarded. Patents that are awarded are then amortized over the remaining life of the patent, not to exceed 20 years.
  All capitalized intangibles have been reviewed for impairment at December 31, 2010 and 2009. As a result of this review, management has determined thatimpairment charges of $58,052 and $66,626 on abandoned patents were required for the years ended December 31, 2010 and 2009, respectively.
  At December 31, 2010 and 2009, intangible assets totaled $113,181 and $171,969, respectively, net of accumulated amortization of $3,081 and $2,345.
 
 NOTE 9 – CLASS A COMMON STOCK LIABILITY
 
 e) At December 31, 2010 and 2009, the Company had an obligation of $354,157 and $29,508, respectively, to be settled through the issuance of 270,151,691 and 655,728,382 shares of Class A common stock (see Note 13). The Company recorded a bonus to employees, payable in unregistered Class A Common Stock up to 1.8 billion shares to be determined per employee at a market value of $342,000 and is included in the balance at December 31, 2010. These shares are to be issued in 2011.
  F-22
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  NOTE 10 - CONVERTIBLE DEBENTURES
 
 On November 12, 2009, the Company issued an Amended and Restated convertible debenture for the principal amount of $671,600 due on May 25, 2014. This debenture is secured with a $370,000 secured convertible debenture dated January 6, 2006 held by the Company and issued by Thomas Pharmaceuticals, Ltd.  Additionally, under the terms of the Settlement Agreement, YA Global released its security interest on the other assets of the Company, terminated the outstanding warrants previously issued by the Company in favor of YA Global and both parties executed releases fully releasing each other from any and all claims through the date of the Settlement Agreement. This debenture has no effective interest rate and the Company imputed an effective interest rate of 5.25% and recorded imputed interest of $141,043 which is being amortized over the term of the debenture. The Company amortized $31,343 of this interest during the year ended December 31, 2010. The Company can redeem a portion or all amounts outstanding under the YA Global Debentures at any time upon three business days advanced written notice.  The Company shall pay 20% redemption premium on the principal amount being redeemed. YA Global may, at its discretion, convert the outstanding principal and accrued interest, in whole or in part, into a number of shares of our Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding amount of the YA Global Debentures to be converted by (y) 90% of the lowest closing bid price of our shares of Class A Common Stock during the thirty (30) trading days immediately preceding the conversion date.
 
 During the year ended December 31, 2010, the Company issued 1,598,119,657 shares if its Class A common stock as a conversion of $153,500 of YA Global’s convertible debt. The aggregate principal value of the remaining debentures at December 31, 2010 and December 31, 2009 is $518,100 and $671,600, respectively. These amounts are shown on the balance sheet net of the unamortized portion of the discount on conversion of $-0- and $23,309, respectively, and imputed interest of $104,476 and $135,819, respectively. This discount is being amortized over the life of the debenture and is being amortized as debt discount on the statement of operations.
 
 NOTE 11 - DERIVATIVE LIABILITY
 
 In accordance with ASC 815, "Derivatives and Hedging", the conversion feature associated with the YA Global Secured Convertible Debentures represents embedded derivatives. As such, the Company had initially recognized embedded derivatives in the amount of $6,908,078 as a derivative liability in the accompanying consolidated balance sheet, and it is now measured at its estimated fair value of $571,941. The estimated fair value of the embedded derivative has been calculated based on a Black-Scholes pricing model using the following assumptions:
  F-23
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 The estimated fair value of the embedded derivative has been calculated based on a Black-Scholes pricing model using the following assumptions:
  At 12/31/10


At 12/31/09Fair market value of stock


0.00013


$
0.00020Exercise price

$
0.00012


$
0.00018Dividend yield


0.00
%


0.00
%Risk free interest rate


3.2
%


3.2
%Expected volatility


291.98
%


260.52
%Expected life

3.42 years


4.42 years
 Changes in the fair value of the embedded derivatives are calculated at each reporting period and recorded in gain on revaluation of derivatives in the consolidated statements of operations. For the years ended December 31, 2010 and 2009, there was a change in the fair value of the embedded derivatives, which resulted in a gain of $170,198 and $917,852, respectively.
 
 In accordance with ASC 820, the fair market value of the derivatives and warrants are bifurcated from the convertible debentures as a debt discount.  The debt discount is being amortized over the life of the convertible debentures. The consolidated amortization expense, including imputed interest, on the derivatives for the years ended December 31, 2010 and 2009 was $54,462 and $46,439, respectively.
 
 NOTE 12 - DUE TO RELATED PARTIES
 From time to time, the iVoice has entered into various loan agreements and employment agreements with Jerome R. Mahoney, President and Chief Executive Officer of the Company. As of December 31, 2010, the balances due to Mr. Mahoney were: a) accrued interest of $5,285 and b) deferred compensation is $557,502. As of December 31, 2009, the balances due to Mr. Mahoney were: a) accrued interest of $5,285 and b) deferred compensation is $217,560. During the year ended December 31, 2009, the loan balance from 2008 of $2,295 was paid off. During the year ended December 31, 2010, the Company issued 880,000,000 shares of the Company’s Class A common stock upon conversion of $28,600 of debt. Other amounts due to Mr. Mahoney are convertible into either (i) one Class B common stock share of iVoice, Inc., $.01 par value, for each dollar owed, or (ii) the number of Class A common stock shares of iVoice, Inc. calculated by dividing (x) the sum of the principal and interest that the Note holder has decided to prepay by (y) fifty percent (50%) of the lowest issue price of Series A common stock since the first advance of funds under this Note, whichever the Note holder chooses, 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.
  F-24
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  In August 2005, B Green Innovations had assumed an outstanding promissory demand note in the amount of $190,000 payable to Jerome Mahoney, then, the Non-Executive Chairman of the Board of B Green Innovations.  The note bears interest at the rate of prime plus 2.0% per annum (5.25% at December 31, 2010 and 2009) on the unpaid balance until 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 B Green Innovations, Inc., par value $.01, for each dollar owed, (ii) the number of shares of Class A Common Stock of B Green Innovations, 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 B Green Innovations, Inc. maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company. For the year ended December 31, 2010, Mr. Mahoney did not convert any of the outstanding loan into shares. During 2009 Mr. Mahoney received 74,000,000 shares of B Green Innovations Class A Common Stock, with a market value of $140,000 as repayment of $23,680 of the loan. The difference in the market value and the promissory note reduction was charged to beneficial interest in the amount of $116,320. During 2009 Mr. Mahoney also received 115,025 shares of B Green Innovations Class B Common Stock as repayment of $115,205 of the loan. The difference in the market value and the promissory note reduction was charged to beneficial interest in the amount of $364,246. As of December 31, 2010 and 2009, the outstanding balance was $3,003, plus accrued interest of $113,394 and $100,692, respectively.
  B Green Innovations, Inc. entered into a five-year employment agreement with Jerome Mahoney to serve as Non-Executive Chairman of the Board of Directors, effective August 1, 2004. On March 9, 2009, the term of the employment agreement between the Company and Mr. Mahoney, the Company’s CEO, was extended to July 31, 2016.  The Company will compensate Mr. Mahoney with a base salary of $85,000 for the first year with annual increases based on the Consumer Price Index. Mr. Mahoney had a consulting agreement with the Company’s former subsidiary B Green Innovations for annual compensation of $24,000 and upon every annual anniversary thereafter, at the rate based on the increase in the Consumer Price Index for All Urban Consumers (New York-Northern N.J.-Long Island). Effective January 1, 2010, this amount was added to Mr. Mahoney’s base salary. On June 15, 2010, Mr. Mahoney’s employment agreement was amended to increase the base salary to $195,000 effective July 1, 2010. All other terms of the Employment Agreement shall remain in full force and effect. 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.
 
 The Board has the option to pay Mr. Mahoney’s compensation in the form of Class B Common Stock. Mr. Mahoney will also be entitled to certain bonuses based on mergers and acquisitions completed by the Company. Pursuant to the terms of the Class B Common Stock, a holder of Class B Common Stock has the right to convert each share of Class B Common Stock into the number of shares of Class A Common Stock determined by dividing the number of Class B Common Stock being converted by a 20% discount of the lowest price for which the Company had ever issued its Class A Common Stock. Mr. Mahoney deferred $53,302 and $27,604 of his compensation for the years ended December 31, 2010 and 2009, respectively. As of December 31, 2010 and 2009, total deferred compensation due to Mr. Mahoney was $312,750 and $253,448, respectively.
  F-25
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 
 NOTE 13 -STOCKHOLDERS’ EQUITY
 
 Pursuant to the Company’s certificate of incorporation, as amended, iVoice, Inc. is authorized to issue 1,000,000 shares of preferred stock, par value of $1.00 per share, 10,000,000,000 shares of Class A common stock, no par value per share, and 50,000,000 shares of Class B common stock, par value $.01 per share.
 
 a)      Preferred Stock
  Preferred Stock consists of 1,000,000 shares of authorized preferred stock with $1.00 par value.  As of December 31, 2010 and 2009, no shares were issued or outstanding.
 
 b) Class A Common Stock
 
 Class A common stock consists of 10,000,000,000 shares of authorized common stock with no par value. Each holder of Class A common stock is entitled to one vote for each share held of record.  Holders of our Class A common stock have no preemptive, subscription, conversion, or redemption rights.  Upon liquidation, dissolution or winding-up, the holders of Class A common stock are entitled to receive our net assets pro rata.  Each holder of Class A common stock is entitled to receive ratably any dividends declared by our board of directors out of funds legally available for the payment of dividends.  The Company has not paid any dividends on its common stock and management does not contemplate doing so in the foreseeable future.  The Company anticipates that any earnings generated from operations will be used to finance growth.
 
 As of December 31, 2010, there are 6,265,563,493 shares issued and outstanding. For the year ended December 31, 2010, the Company had the following transactions in its Class A Common Stock:
 
 1) The Company issued 800,000,000 shares of Class A common stock to an Officer of the Company for payment of $28,600 of deferred compensation. The stock was valued at $236,500 and $207,900 was charged to beneficial interest expense.
 
 2)  The Company issued 385,576,691 shares of Class A common stock to Meritz and Muenz, LLP for payment of $17,351 accrued legal services.
 
 3)  The Company issued 1,598,119,657 shares of Class A common stock to YA Global Investments, LP as repayment of $153,500 of principal on outstanding convertible debentures.
 
 As of December 31, 2009, there are 3,401,870,145 shares issued and 3,401,867,145 shares outstanding. For the year ended December 31, 2009, the Company had the following transactions in its Class A Common Stock:
 
 1)
The Company issued 280,000,000 shares of Class A common stock to an Officer of the Company for payment of $12,600 of deferred compensation. The stock was valued at $28,000 and $15,400 was charged to beneficial interest expense.
 
 2)
The Company made a commitment to issue up to 400,000,000 shares of Class A common stock to a Director of the Company for payment of $18,000 of deferred compensation. As of December 31, 2009, the Company had issued 129,848,309 of these shares as a partial payment of $5,843. The total value of the stock commitment was valued at $80,000 and $62,000 was charged to beneficial interest expense. The balance of the stock commitment of $12,157 is recorded as Class A stock liability in the accompanying Balance Sheet.
  F-26
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 3)
The Company made a commitment to issue up to 515,425,000 shares of Class A common stock to a Meritz and Muenz, LLP for payment of $23,194 for previously incurred legal services. As of December 31, 2009, the Company had issued 129,848,309 of these shares as a partial payment of $5,843. The total value of the stock commitment was valued at $103,085 and $79,891 was charged to beneficial interest expense. The balance of the stock commitment of $17,351 is recorded as Class A stock liability in the accompanying Balance Sheet.
 
 4)
The Company issued an aggregate of 260,000,000 shares of Class A common stock to YA Global Investments, LP as repayment of $23,400 of principal on outstanding convertible debentures.
 c) Class B Common Stock
 
 Class B Common Stock consists of 50,000,000 shares of authorized common stock with $.01 par value. Each share of Class B common stock is convertible into Class A common stock calculated by dividing the number of Class B shares being converted by fifty percent (50%) of the lowest price that the Company had previously issued its Class A common stock since the Class B shares were issued.  Each holder of Class B common stock has voting rights equal to the number of Class A shares that would be issued upon the conversion of the Class B shares, had all of the outstanding Class B shares been converted on the record date used for purposes of determining which shareholders would vote.  Holders of Class B common stock are entitled to receive dividends in the same proportion as the Class B common stock conversion and voting rights have to Class A common stock.  Jerome R. Mahoney is the sole owner of the Class B common stock.
 
 On March 6, 2009, the Company amended the Certificate of Incorporation to enable the holders of the Class B Common Stock to elect, at the holder’s discretion, the redemption for cash by the Corporation at the rate of $1.00 for each Class B Common Share presented to the Corporation for redemption. Consequently, the Company reclassified the redemption amount of the Class B Common Stock from Shareholders’ deficit to current liabilities.
 
 As of December 31, 2010 and 2009, there are 2,204,875 shares issued, no shares outstanding and 2,204,875 shares retired.
 
 For the year ended December 31, 2009, the Company had the following transactions in its Class B Common Stock:
 
 1) On March 11, 2009, Mr. Mahoney, the Company’s CEO and sole holder of the Class B Common Shares, elected for the Company to redeem the remaining balance of shares outstanding in exchange for $1.5 million.
 
 d)           Treasury Stock
 
 On February 11, 2002, the Company repurchased 600,000 shares of Class A common stock from a previous employee for $28,800. Following the reverse stock split on April 27, 2006, the shares were converted in 3,000 shares.
  F-27
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  NOTE 14 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS
 
 2005 Stock Incentive Plan
 On December 20, 2005, the Company adopted the 2005 Stock Incentive Plan (the “2005 Plan”). The purpose of the 2005 Plan is to; (i) provide long-term incentives and rewards to employees, directors, independent contractors or agents of iVoice, Inc. and its subsidiaries; (ii) assist the Company in attracting and retaining employees, directors, independent contractors or agents with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such employees, directors, independent contractors or agents with those of the Company's stockholders.
 
 Under the Plan, the Board of Directors shall have all the powers vested in it by the terms of the Plan to select the Eligible Participants to be granted awards under the Plan, to determine the type, size and terms of awards to be made to each Eligible Participant selected, to determine the time when awards will be granted, when they will vest, when they may be exercised and when they will be paid, to amend awards previously granted and to establish objectives and conditions, if any, for earning awards and whether awards will be paid after the end of the award period. The Board shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Board deems necessary or advisable and to interpret same. The Board's interpretation of the Plan, and all actions taken and determinations made by the Board pursuant to the powers vested in it hereunder shall be conclusive and binding on all parties concerned, including the Company stockholders, any participants in the Plan and any other Eligible Participant of the Company.
 
 All employees of the Company and all employees of Affiliates shall be eligible to participate in the Plan. The Board, in its sole discretion, shall from time to time designate from among the eligible employees and among directors, independent contractors or agents those individuals who are to receive awards under and thereby become participants in the Plan.
 
 As of December 31, 2010 and 2009 515,425,000 shares were authorized and issued under the 2005 Plan.
  2008 Directors’ and Officers’ Stock Incentive Plan
 On August 20, 2009, the Company adopted the 2008 Directors’ and Officers’ Stock Incentive Plan (the “2008 D&O Plan”). The purpose of the 2008 D&O Plan is to (i) provide long-term incentives and rewards to officers and directors of iVoice, Inc.; (ii) assist the Company in attracting and retaining officers and directors with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such officers and directors with those of the Company's stockholders.
  F-28
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  Under the Plan, the Board of Directors shall have all the powers vested in it by the terms of the Plan to select the Eligible Participants to be granted awards under the Plan, to determine the type, size and terms of awards to be made to each Eligible Participant selected, to determine the time when awards will be granted, when they will vest, when they may be exercised and when they will be paid, to amend awards previously granted and to establish objectives and conditions, if any, for earning awards and whether awards will be paid after the end of the award period. The Board shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Board deems necessary or advisable and to interpret same. The Board's interpretation of the Plan, and all actions taken and determinations made by the Board pursuant to the powers vested in it hereunder shall be conclusive and binding on all parties concerned, including the Company stockholders, any participants in the Plan and any other Eligible Participant of the Company.
 
 All officers and directors of the Company and subsidiaries shall be eligible to participate in the Plan. The Board, in its sole discretion, shall from time to time designate from among the eligible employees and among directors, independent contractors or agents those individuals who are to receive awards under and thereby become participants in the Plan.
 
 As of December 31, 2010 and 2009, 520,425,000 shares were authorized and 129,848,309  were issued under the 2008 Plan.
 
 Options and Warrants Outstanding
 The following table summarizes the options and warrant transactions for the years ended December 31, 2009 and December 31, 20010:
  WeightedAverageExerciseWarrants


PriceBalance, January 1, 2009


30,000,000


$
0.400Granted


-


$
0.000Exercised


-


$
0.000Terminated


(30,000,000
)

$
0.400Balance, December 31, 2009


-


$
0.000Granted


-


$
0.000Exercised


-


$
0.000Terminated


-


$
0.000Balance, December 31, 2010


-


$
0.000Outstanding and Exercisable, December 31, 2009


-


$
0.000Outstanding and Exercisable, December 31, 2010


-


$
0.000
  F-29
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  On May 25, 2006, the Company issued 30,000,000 freestanding warrants exercisable over five years as follows: 10,000,000 warrants at a fixed exercise price of $0.30 per share; 10,000,000 warrants at a fixed exercise price of $0.40 per share; and 10,000,000 warrants at a fixed exercise price of $0.50 per share.
  Expiration Date

Exercise Price


SharesMay 25, 2011


.300



10,000,000May 25, 2011


.400



10,000,000May 25, 2011


.500



10,000,000Total


.400



30,000,000
 
 In accordance with ASC 820, the issuance of the warrants associated with the YA Global Secured Convertible Debentures represents free-standing warrants and were considered an equity instrument which was bifurcated from the debentures. As such, the Company had recognized the bifurcated fair value in the amount of $1,992,323 as additional paid-in capital in the accompanying consolidated balance sheet. The initial estimated fair value of the warrant has been calculated based on a Black-Scholes pricing model using the following assumptions:
  At IssueFair market value of stock

$
0.096Exercise price

$
0.30 - $0.50Dividend yield


0.00
%Risk free interest rate


5.47
%Expected volatility


195.36
%Expected life

5.00 years
 
 The contra-account of the bifurcated fair value of the warrants is recorded as debt discount and was amortized over the life of the YA Global debentures. Amortization expense for the years ended December 31, 2010 and 2009 was $-0- and $101,060, respectively.
 
 On November 12, 2009, the Company and YA Global reached a settlement agreement whereby the Company made a cash payment of $500,000 and issued an Amended and Restated convertible debenture for the sum of $671,600 to settle all past claims. Under the terms of the Settlement Agreement, YA Global terminated all the outstanding warrants previously issued by the Company. The Company has determined that the fair value of warrants on the date of termination did not materially differ from the amount on the books and no further adjustment was required.
 
 F-30
  iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  NOTE 15 -INCOME (LOSS) PER COMMON SHARE
 
 The computation of basic EPS is computed by dividing income available to common stockholders by the weighted average number of outstanding 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.  The shares used in the computations are as follows:
 December 31,2010


2009Net income (loss) applicable to common shares

$
(1,187,227
)

$
1,148,185Basic income (loss) per common shareWeighted-average common shares outstanding


5,078,808,854



2,849,840,802Basic net income (loss) per common share

$
(0.00
)

$
0.00Diluted income (loss) per common shareWeighted-average common shares outstanding - basic


5,078,808,854



2,849,840,802Dilutive effect of Class B common stock


-



6,444,278,843Dilutive effect of convertible debt


-



14,927,093,281Dilutive effect of unissued shares obligation


-



238,936,643Weighted-average common shares outstanding - diluted


5,078,808,854



24,460,149,569Diluted net income (loss) per common share

$
(0.00
)

$
0.00
 F-31
 
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 
 As of December 31, 2010, the Company has common stock equivalents of 4,428,205,108 issuable upon conversion of the YA Global Convertible Debentures and an obligation to issue 274,901,691 shares of common stock outstanding. As of December 31, 2009, the Company has common stock equivalents of 3,731,111,111 issuable upon conversion of the YA Global Convertible Debentures and an obligation to issue 655,728,382 shares of common stock outstanding. The computation of diluted EPS for the year ended December 31, 2010 does not include the common stock equivalents because these would have an anti-dilutive effect on loss per share.
 
 NOTE 16 - INCOME TAXES
 
 The reconciliation of the effective income tax rate to the Federal statutory rate is as follows:
 December 31,2010


2009Federal Income Tax Rate


(34.0
) %


(34.0
) %Deferred Tax Charge (Credit)


-



-Effect on Valuation Allowance


38.1
%


38.1
%State Income Tax, Net of Federal Benefit


(4.1
)%


(4.1
)%Effective Income Tax Rate


0.0
%


0.0
%
 As of December 31, 2010 and 2009, the Company had net operating loss carry forwards of approximately $17,832,000 and $18,500,000, respectively that can be utilized to offset future taxable income for Federal income tax purposes through 2030. Utilization of these net loss carry forwards is subject to the limitations of Internal Revenue Code Section 382.  Because of the current uncertainty of realizing the benefit of the tax carry forward, a valuation allowance equal to the tax benefit for deferred taxes has been established.  The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period.
 
 For state income taxes, the Company’s net operating loss carry forwards have been reduced by $8,464,741. During the years ended 2005, 2004 and 2003, the Company participated in the Technology Tax Certificate Transfer Program sponsored by the New Jersey Economic Development Authority and the State of New Jersey. Under the program, eligible businesses may sell their unused net-operating-loss carry forwards and unused research and development tax-credit carry forwards to any corporate taxpayer in the State of New Jersey for at least 75% of the value of the tax benefits. After related commissions and expenses related to application submission the Company received cash proceeds of $17,069, $56,257 and $146,649 for the years ended December 31, 2005, 2004 and 2003 respectively.
  F-32
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
 Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.  Significant components of the Company's deferred tax assets and liabilities are summarized as follows:
  December 312010


2009Deferred tax assets

$
6,400,000


$
6,600,000Less: Valuation allowance


(6,400,000
)


(6,600,000
)Net deferred tax assets

$
-


$
-
 Net operating loss carry forwards expire starting in 2018 through 2030.
 
 On January 1, 2008, the Company adopted authoritative guidance relating to the accounting for uncertainty in income taxes. The guidance clarified the recognition threshold and measurement attributes for financial statement disclosure of tax positions taken, or expected to the taken, on a tax return. The impact of an uncertain income tax provision on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. On the date of adoption, there were no unrecognized tax benefits. Further, there are no unrecognized tax benefits included in the Company’s balance sheet at December 31, 2010 and 2009, respectively.
 
 NOTE 17  - COMMITMENTS AND CONTINGENCIES
 
 a) On March 9, 2009, the Company amended the employment agreement with Jerome Mahoney and extended the term until April 30, 2016. He will serve as the Company's Chairman of the Board, President and Chief Executive Officer during this term. All of other terms of this Agreement shall remain if full force and effect and shall remain unchanged. Mr. Mahoney’s base salary for the current fiscal year was $421,661 with a substantial portion remaining as deferred compensation.
 
 b) The Company’s assets are subject to a Security Agreement with the majority stockholder. See Note 12.
  F-33
 iVOICE, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 YEARS ENDED DECEMBER 31, 2010 and 2009
  NOTE 18  - SUBSEQUENT EVENTS
 
 On March 9, 2011, iVoice, Inc. (“iVoice”) entered into an Agreement and Plan of Merger (the “Agreement”) with Hydra Fuel Cell Corporation (“Hydra”).  Hydra is a wholly owned subsidiary of American Security Resources Corporation.   Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company.  All of the common stock of Hydra will be exchange for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock.  Based upon the present number of iVoice Class A Common Stock shares outstanding, the Hydra shareholders will hold 61.48% of the voting shares of iVoice.
 
 The closing for this contemplated transaction is expected upon:  (i) completion of due diligence, (ii) certain specific conditions as set forth in the Agreement and the approval of this transaction by the Hydra and iVoice shareholders.  iVoice will prepare and file with the Securities and Exchange Commission an Information Statement on Schedule 14C.
 
 On January 5, 2011, the Company converted $66,104 of its note due to B Green Innovations, Inc. for 1,057.664 shares of B Green Innovations 3% Convertible Preferred Stock.
 
 F-34