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

                                   FORM 10-KSB

     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934
          For the fiscal year ended December 31, 2005

     [_]  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                                             51-0471976
 ------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


        750 HIGHWAY 34, MATAWAN, NJ                                  07747
 ----------------------------------------                         ----------
 (Address of principal executive offices)                         (Zip Code)


Issuer's telephone number (732) 441-7700

Securities registered under Section 12(b) of the Exchange Act:   None.
Securities registered under Section 12(g) of the Exchange Act:   Class A Common,
                                                                 No Par Value

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [_]

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  [_] No


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-KSB or any
amendment to this Form 10-KSB. [_]

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


Issuer's revenues for its most recent fiscal year. $9,102

As of March 20, 2006, the Registrant had 9,994,128,373 shares of Class A, no par
value common stock outstanding. The aggregate market value of the voting stock
held by non-affiliates as of that date based upon the average bid and ask prices
on that date was $18,788,961.

As of March 20, 2006, the Registrant had 1,670,514 shares of Class B, no par
value common stock outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes [_];  No [X]






























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                                     PART I

Item 1.  Description of business .........................................     4
Item 2.  Description of property .........................................    25
Item 3.  Legal proceedings ...............................................    26
Item 4.  Submission of matters to a vote of security holders .............    26




                                     PART II

Item 5.  Market for common equity and related stockholder matters.........    27
Item 6.  Management's discussion and analysis or plan of operations.......    33
Item 7.  Financial statements ............................................    41
Item 8A. Controls & Procedures ...........................................    41




                                    PART III

Item 9.  Directors, executive officers, promoters and control persons,
         compliance with Section 16(a) of the Exchange Act ...............    43
Item 10. Executive compensation...........................................    46
Item 11. Security ownership of certain beneficial owners and management ..    47
Item 12. Certain relationships and related transactions ..................    50
Item 13. Exhibits ........................................................    50
Item 14. Principal Accountant Fees and Services ..........................    53














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<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BACKGROUND

         Our current corporate configuration is the result of a number of
separate transactions over the past several years.

         On February 26, 1996, Select Resources, Inc., a publicly held Delaware
company, and three of its principal stockholders entered into a stock exchange
agreement with Visual Telephone of New Jersey, Inc., ("Visual Telephone"), a
privately held New Jersey corporation, and its two stockholders pursuant to
which Select Resources acquired all of the outstanding shares of Visual
Telephone and spun-off Select Housing Associates, Inc., its wholly owned
subsidiary. The aim of this agreement was to provide for a more profitable
business direction for Select Resources. Pursuant to the agreement, Select
Resources agreed to issue 5,611,000 shares of its capital stock to one of the
two stockholders of Visual Telephone and to transfer one-half of the shares of
Select Housing Associates to the other stockholder of Visual Telephone, namely
Joel Beagelman, in return for all of the outstanding shares of Visual Telephone.
In addition, Select Resources transferred the other half of the shares of Select
Housing Associates to Gary W. Pomeroy and Brad W. Pomeroy, two of Select
Resources' three principal stockholders, in return for the cancellation of
1,111,000 shares of common stock of Select Resources owned by them. At the time
of the stock exchange agreement, Mr. Beagelman, Gary W. Pomeroy and Brad W.
Pomeroy were directors of Select Resources. On February 26, 1996, the stock
exchange agreement was approved by the consent of stockholders a majority of the
outstanding shares of common stock of Select Resources. Visual Telephone then
merged into Select Resources, which changed its name to that of the subsidiary.

         In July 1996, Visual Telephone acquired 100% of the outstanding common
shares of Communications Research Inc., or "CRI," for $50,000 in cash, $150,000
in notes and 1,000,000 shares of Visual Telephone. CRI designs, develops, sells,
and supports PC-based communication systems that transmit data, voice and
full-motion video.

         On May 21, 1999, International Voice Technologies, Corp., a Delaware
corporation, merged with and into Visual Telephone (which in the interim had
changed its name to Visual Telephone International, Inc.), with Visual Telephone
surviving. Simultaneous with the merger, Visual Telephone changed its name to
iVoice.com, Inc., and it was planned that Visual Telephone would spin off CRI
prior to the merger with International Voice Technologies. Our current business
is essentially that of International Voice Technologies, and this merger was
aimed at giving that business better access to the capital markets by merging it
into a public company. In addition, we changed our NASD OTC Bulletin Board
trading symbol to "IVOC."

         In consideration for the merger with International Voice Technologies,
Jerome R. Mahoney, the sole stockholder of International Voice Technologies,
received 10,000,000 shares of our Class A common stock and 700,000 shares of our
Class B common stock. In addition, the two controlling stockholders of Visual
Telephone sold 300,000 shares of Class B common stock to Mr. Mahoney and
concurrently canceled a total of 2,000,000 shares of their

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Class A common stock. The consulting firm of Toby Investments was awarded
2,000,000 shares of common stock for consulting services on the transaction. The
agreement also provided that certain of the assets of Visual Telephone would be
transferred to Visual Telephone's wholly owned subsidiary, CRI. The merger was
accounted for in its financial statements as a public shell merger. In a public
shell merger the stockholders of the operating company, in this case
International Voice Technologies, become the majority owners of the shell
company, in this case Visual Telephone, and the stockholders of Visual
Telephone, the public shell company, become minority stockholders in
International Voice Technologies, the operating company.

         As for the CRI spin-off, on September 18, 2000 CRI filed a registration
statement to provide for the distribution of its shares to Visual Telephone's
stockholders as of May 21, 1999. Visual Telephone's stockholders are to receive
one CRI share for every four shares owned in Visual Telephone. The principal
stockholders, officers and directors of Visual Telephone were Carl Ceragno and
Joel Beagelman. Mr. Ceragno remained with CRI as its President and Mr. Beagelman
entered into a consulting agreement with us.

         On April 24, 2000, we entered into an agreement and plan of
reorganization with all the stockholders ThirdCAI, another shell company that
was a reporting company under the Securities Exchange Act of 1934. In this
transaction, which took place by means of a short-form merger, with ThirdCAI's
name being changed to iVoice, we acquired all the issued and outstanding shares
of ThirdCAI in exchange for $150,000, and a finder's fee paid to Corporate
Architect, Inc., consisting of 50,000 shares of our Class A voting common stock.
The purpose of this transaction was to enable our Company to become a reporting
company, to comply with the "eligibility rule" adopted by the National
Association of Securities Dealers, Inc. ("NASD"), as only reporting companies
may continue to have stock quoted on the NASD OTC Bulletin Board.

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

         In September 2003, we announced our intention to distribute to our
stockholders shares of Class A common stock of Trey Resources, Inc., a wholly
owned subsidiary, operating our Automated Reminder business, upon the
effectiveness of required Securities and Exchange Commission filings and final
approval by our Board of Directors of the terms and conditions of the proposed
distribution.

         On February 13, 2004, the effective date, iVoice completed the
distribution of Trey Resources through the issuance of one share of Trey
Resources, Inc. Class A common stock for every 1,793 shares of iVoice Class A
common stock held on the record date of February 9, 2004.

         In March 2004 announced that it has entered into a technology licensing
agreement with GlynnTech Inc., to serve as its licensing agent for speaking
product packaging technology.

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<PAGE>
         On April 28, 2004 iVoice formed a new wholly owned subsidiary, iVoice
Technology, Inc. in the State of Nevada. Thereafter, iVoice formed two
additional wholly owned subsidiaries on August 3, 2004, iVoice Technology 2,
Inc. and iVoice Technology 3, Inc. Subsequent to the formation of these three
subsidiaries in Nevada, it came to the attention of the Company that the
franchise taxes in Nevada were excessive for companies with a large number of
authorized common stock shares. Therefore, on November 10, 2004, the Company
formed three new wholly owned subsidiaries, iVoice Technology, Inc. ("iVoice
Technology"), Deep Field Technologies, Inc., Inc. ("Deep Field") and
SpeechSwitch, Inc. ("SpeechSwitch") in the State of New Jersey. All obligations
of the initial Nevada subsidiaries, iVoice Technology, Inc., iVoice Technology
2, Inc. and iVoice Technology 3, Inc., were assigned and assumed by the
respective New Jersey subsidiary counterpart, iVoice Technology, Inc., Deep
Field Technologies, Inc. and SpeechSwitch, Inc., with the consent of the other
contracting parties. iVoice dissolved the Nevada subsidiaries.

         On May 24, 2004, the Company dissolved its wholly owned subsidiary
iVoice Acquisition 2, Inc. in the state of Delaware. This was an inactive
subsidiary.

         In September 2004 and November 2004, the Company announced its
intention to distribute to its stockholders, in the form of a special dividend,
shares of Class A Common Stock of its three wholly owned subsidiaries, iVoice
Technology, Deep Field and SpeechSwitch (the "Spin-off"). The Company announced
on July 21, 2005, that the Board of Directors set a record date for the
previously announced spin-off of its three wholly owned subsidiaries.
Shareholders of record on July 29, 2005 were entitled to receive the special
dividend. The special dividend was distributed on August 5, 2005.

         Holders of iVoice Class A Common Stock, other than affiliates of
iVoice, received one share of Class A Common Stock each of iVoice Technology.,
Deep Field and SpeechSwitch for every 988 shares of iVoice common stock that
they hold. Holders of less than 988 shares of iVoice common stock received one
share of iVoice Technology, Deep Field Technologies and SpeechSwitch Class A
common stock. All of the outstanding shares of Class B Common Stock (including
convertible debt into such shares) of iVoice Technology, Deep Field Technologies
and SpeechSwitch will be beneficially owned by an affiliate of iVoice, iVoice
Technology, Deep Field Technologies and SpeechSwitch.

         In May 2005, iVoice formed a new wholly owned subsidiary, iVoice
Acquisition Corporation in the State of New Jersey. This subsidiary would be
used in the future for an acquisition made by iVoice.

         As part of the Spin-off, the Company transferred certain of its assets
and related liabilities to iVoice Technology, Deep Field and SpeechSwitch
immediately prior to the distribution. The consolidated financial statements for
the year ended December 31, 2005 include reclassifications of the operations of
the subsidiaries to reflect the disposal of the three businesses. In addition,
the consolidated financial statements for the year ended December 31, 2004
reflect the reclassification of the operations to below the line as discontinued
operations in accordance with the provisions of FASB 144, "Accounting for the
Impairment or Disposal of Long Lived Assets".


                                        6
<PAGE>
         Subsequent Events
         -----------------
         ACQUISITION OF THOMAS PHARMACEUTICALS LTD
         On January 6, 2006, the Company entered into an Agreement and Plan of
Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice
Acquisition Corp.), a New Jersey corporation ("Thomas NJ"), a wholly owned
subsidiary of the Company, Thomas Pharmaceuticals Ltd., a New York corporation
("Thomas NY"), Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas,
an individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an
individual, ("Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"), and
Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood,
Gillespie, Thomas and Lucas are collectively as the "Shareholders"). Under the
terms of the Agreement, Thomas NY merged into a wholly owned subsidiary of the
Company, 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. The Series A Preferred Stock
shareholders can elect to have the Company spin-off Thomas NJ from iVoice. The
Company can elect to spin-off Thomas NJ from iVoice anytime after the first
anniversary of the merger of Thomas NY into Thomas NJ.

         The Company purchased $325,000 of Thomas NJ Series B Convertible
Preferred Stock ("Series B Preferred Stock"), a $360,000 10% Secured Convertible
Debenture issued by Thomas NJ (the "Initial Convertible Debenture") and a
$100,000 10% Administrative Service Convertible Debenture ("Administrative
Debenture"). The Administrative Debenture was issued by Thomas NJ to compensate
the Company for the administrative services that it will provide to Thomas NJ
under the Administrative Services Agreement. The purchase of the Series B
Preferred Stock and the Initial Convertible Debenture provided working capital
to Thomas NJ.

         The Company also agreed to purchase an additional debenture in the
principal amount of at least $225,000 on or before April 30, 2006 and additional
$225,000 of Series B Preferred Stock on or before April 30, 2006. Finally, the
Company further agreed that if Thomas NJ generates sales of $1 million in the
period beginning on January 1, 2006 and ending on September 30, 2006, then the
Company will purchase from Thomas NJ an additional debenture in the principal
amount of at least $200,000 on or before December 31, 2006 and an additional
$200,000 of Series B Preferred Stock on or before December 31, 2006.

         The Company also entered into a Registration Rights Agreement whereby
it agreed, upon the common stock of Thomas NJ being registered under the
Securities Exchange Act of 1934, as amended, to register 1 billion shares of
Thomas NJ common stock that will be issued upon the conversion of the
convertible debentures, the Administrative Debenture, the Series A Convertible
Preferred Stock and the Series B Convertible Preferred Stock.

         Thomas NJ entered into an Employment Agreement with Farris M. Thomas,
Jr. to serve as its President through December 31, 2008 at an annual salary of
$72,000 with annual cost of living increases. Additionally, Mr. Thomas will
receive incentive compensation equal to 2.5% of net sales in excess of $1
million in fiscal 2006 and 2007 and 4% of net sales over $6 million in fiscal
2008.

         Thomas NJ entered into an Employment Agreement with John E. Lucas to
serve as its Chief Executive Officer through December 31, 2008 at an annual
salary of $60,000 with

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<PAGE>
annual cost of living increases. Additionally, Mr. Lucas will receive incentive
compensation equal to 2.5% of net sales in excess of $1 million in fiscal 2006
and 2007 and 4% of net sales over $6 million in fiscal 2008.

         On March 6, 2006, the Company announced that it has 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 iVoice asset similar to the recent spin-offs
of Trey Resources, iVoice Technology, Deep Field and SpeechSwitch.

         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 "IVOC."

OUR BUSINESS

         iVoice has determined that the best way to create shareholder value,
separate and apart from the operating performance of iVoice, is by spinning off
and distributing shares of its wholly owned subsidiaries if the form of a
special dividend to the Company's shareholders.

         The common stock distributions are part of a broader strategy relating
to the transition of iVoice into a company focused on the development and
licensing of proprietary technologies. To date we have filed twelve patent
applications with the United States Patent and Trademark Office for speech
enabled applications that we have developed internally. Of the patents
applications we have filed, three (3) patents have been awarded. In March 2004
the Company announced that it has entered into a technology licensing agreement
with GlynnTech Inc., to serve as its licensing agent for speaking product
packaging technology.

         iVoice will also continue to search for potential merger candidates
with or without compatible technology and products, in a further attempt to
increase shareholder value. As an example, in January 2006, the Company acquired
the New York City based Thomas Pharmaceuticals Ltd ("Thomas"), which develops
and markets over the counter non-prescription healthcare products. Thomas' 1st
product focuses on the high-end, branded consumables market, with a
calcium-enriched, sugar free, anti-gas antacid tablet.

DIVIDENDS / SPIN-OFFS:

         IN THE LAST 20 MONTHS, IVOICE HAS SUCCESSFULLY SPUN-OFF FOUR
SUBSIDIARIES THROUGH SPECIAL DIVIDENDS TO ITS SHAREHOLDERS.

         Trey Resources, Inc.: In February 2004, iVoice shareholders received
one share of Trey Resources for every 1,793 shares held by iVoice. The
successful Trey Resources spin-off demonstrated the feasibility of the mechanism
and established further opportunities for both entities. Trey Resources closed
on its first acquisition in June 2004 by acquiring an operating company with
sales of over $2 million. Since that time, Trey has acquired two companies,
hired the management of a third company, and grown from no sales to revenues at
a current operating rate of nearly $4 million per annum.

                                        8
<PAGE>
         iVoice Technology, Inc.: On Sept. 7, 2004, iVoice announced the
anticipated distribution to the Company's shareholders all common stock of a
newly formed subsidiary, iVoice Technology, Inc. This move was designed to
unlock the value in iVoice's interactive voice recognition (IVR) software
technology by transferring this technology to an independent public company,
iVoice Technology, and thereafter distributing the common stock of this
subsidiary to the Company's shareholders. iVoice Technology will initially focus
on building a business around the IVR technology. iVoice completed the spin-off
of iVoice Technology and the distribution of iVoice Technology common stock to
iVoice shareholders in the form of a special dividend in August 2005.

         Deep Field Technologies, Inc.: On Sept. 13, 2004, iVoice announced its
intends to distribute to the Company's shareholders all common stock of a newly
formed subsidiary, Deep Field Technologies, Inc., as a way to unlock the value
in its Unified Messaging software technology. Unified Messaging links telephone
systems to computer networks and allows users wherever they may be to access
voice mail and retrieve e-mail in a single operation through existing local area
networks. iVoice completed the spin-off of Deep Field Technologies and the
distribution of Deep Field Technologies common stock to iVoice shareholders in
the form of a special dividend in August 2005.

         SpeechSwitch, Inc.: On November 5, 2004, announced its intends to
distribute to the Company's shareholders all common stock shares of its newly
formed subsidiary SpeechSwitch, Inc. The iVoice board of directors authorized
management to pursue a strategy designed to unlock the value in the Company's
speech recognition software by spinning it off into a new independent public
company, SpeechSwitch, Inc. iVoice completed the spin-off of SpeechSwitch and
the distribution of SpeechSwitch common stock to iVoice shareholders in the form
of a special dividend in August 2005. The assets that became part of
SpeechSwitch included the Speech SDK, Speech Enabled Auto Attendant, Name
Dialer, plus two issued patents and two patents pending.

         DURING THIS SAME PERIOD, IVOICE HAS ALSO IDENTIFIED ONE ADDITIONAL
OPPORTUNITY TO CREATE SHAREHOLDERS VALUE BY PLANNING TO DISTRIBUTE 75% OF ITS
HOLDINGS IN CORPORATE STRATEGIES TO ITS SHAREHOLDERS.

         Corporate Strategies, Inc.: On September 15, 2004, iVoice announced a
common stock distribution to shareholders of its entire holdings of 7.5 million
Class A common stock shares of Corporate Strategies, Inc. to the Company's
shareholders. iVoice had invested $750,000 in Corporate Strategies in the form
of 7.5 million shares of Class A common stock and a $500,000 5% secured
convertible debenture, which was assigned to Cornell Capital Partners LP in May
2005, with compensation equal to the full principal balance and accrued interest
of the debenture. Corporate Strategies, located in Houston, Texas, provides
merchant banking and diversified financial services involving accounts
receivable factoring, mortgage lending, oil and gas investments and assorted
other financial transactions. Corporate Strategies recorded sales in excess of
$1.7 million in 2003 and pre-tax income in excess of $130,000. The foregoing
description of this transaction is qualified in its entirety by reference to the
Current Report on Form 8-K dated June 25, 2004, which was filed with the
Securities and Exchange Commission. The Board of Directors authorized the
distribution of the Class A Common Stock of Corporate Strategies through a
special distribution of seventy-five percent

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(75%) of the shares, or 5,625,000 shares that it presently holds and will retain
the balance, 1,875,000 shares, for investment. This distribution is pending SEC
review and effectiveness of the registration of the shares to be distributed
under the Securities Exchange Act of 1933, as amended.

ADMINISTRATIVE SERVICE AGREEMENTS

         In February 2003, the Company entered into an administrative services
agreement with Trey Resources, pursuant to which, upon consummation of the
spin-off of Trey Resources, iVoice provided Trey Resources services in such
areas as information management and technology, sharing of office space,
personnel and indirect overhead expenses, employee benefits administration,
payroll, financial accounting and reporting, claims administration and
reporting, and other areas where Trey Resources may need transitional assistance
and support. The term of the agreement is two years, but may be terminated
earlier under certain circumstances, including a default, and may be renewed for
additional one-year terms. In exchange for services under the administrative
services agreement, Trey Resources agreed to pay iVoice an annual fee of
approximately $95,000. On May 16, 2005, the Company terminated its
administrative services agreement with Trey and the Company agreed to accept the
assignment of 10 million shares of Laser Energetics Class A Common Stock as
settlement of all Administrative Fees owed by Trey. The value of the exchanged
securities was determined to be $64,891.

         In conjunction with the various spin-offs, iVoice Technology, Deep
Field Technology and SpeechSwitch have individually entered into temporary
administrative services agreement with iVoice. The administrative services
agreements will continue on a month-to-month basis until these companies have
found replacement services for those services being provided by iVoice or can
provide these services for itself.


SPIN-OFF OF AUTOMATIC REMINDER BUSINESS

         In September 2003, we announced our intention to distribute to our
stockholders shares of Class A common stock of Trey Resources, Inc., one of our
subsidiaries, and our Automated Reminder business, upon the effectiveness of
required Securities and Exchange Commission filings and final approval by our
Board of Directors of the terms and conditions of the distribution, as described
in the registration statement on Form SB-2 of Trey Resources, initially filed
with the Securities and Exchange Commission on October 3, 2003. It was intended
that Trey Resources would own and operate the Automatic Reminder software
business as an independent publicly traded entity following the distribution. In
November 2004, Trey Resources sold the intellectual property, representing the
software codes of the Automatic Reminder to Laser Energetics, Inc. (LEI), a New
Jersey based technology company. Trey Resources received 10 million shares of
Laser Energetics Class A Common Stock and a convertible debenture by Laser
Energetics, Inc. in the amount of $250,000. On May 16, 2005, Trey Resources
assigned the 10 million shares of Laser Energetics Class A Common Stock to the
Company as settlement of all Administrative Fees owed by Trey.


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PATENTS AND TRADEMARKS

         To date we have filed twelve patent applications with the United States
Patent and Trademark Office for speech enabled applications that we have
developed internally. Of the patents applications we have filed, three (3)
patents have been awarded.

         Our first patent, for our Speech-Enabled Automatic Telephone Dialer,
was issued in May 2003. This invention is a speech enabled automatic telephone
dialer device system that uses a spoken name that corresponds to the name and
telephone number data of computer-based address book programs. The Speech
Enabled Name Dialer imports all of the names and telephone numbers from your
existing Microsoft Outlook, ACT, Gold Mine or other contact management software
and can automatically connect you with anyone you ask for. You simply pick up
the phone, tell the Name Dialer the name of the person you want to contact, and
the Name Dialer finds the telephone number and dials for you.

         Our second patent for our Speech-Enabled Automatic Telephone Dialer
without the need for a Private Branch Exchange (PBX) was issued in December
2003. This patent is similar to our first patent however; the PBX requirement is
circumvented through the use of software.

         Our third patent for Speech Enabled Voice Activated/Voice Responsive
Item Locator was issued in October 2004.

         The remaining patent applications are pending. These applications
include various versions of the "Wirelessly Loaded Speaking Medicine Container",
"iVoice Speech Enabled Name Dialer", the "Voice Activated Voice Operated
Copier", the "Voice Activated Voice Operational Universal Remote Control", the
"Product Location Method Utilizing Product Bar and Product-Situated,
Aisle-Identifying Bar Code", "Product Location Method Utilizing Bar Code and
Aisle-Situated, Aisle-Identifying Bar Code", "Product Location Method Utilizing
Bar Code and Product-Situated, Aisle- Identifying Bar CODE", "Wireless
Methodology for Talking Consumer Products" and "Product Identifier and Receive
Spoken Instructions."

         In March 2004 the Company announced that it has entered into a
technology licensing agreement with GlynnTech Inc., to serve as the Company's
licensing agent for speaking product packaging technology. GlynnTech Inc. has
been involved in licensing of a variety of technologies for more than thirty
years. Besides representing such diverse successful products as the
SuperSoaker(R) Watergun and the RotoWrench(R), Glynn has successfully licensed
or sold more than thirty-four patents in the field of containers and packaging.
We believe GlynnTech can help us unlock the potential of the pending
applications.

MERGERS AND ACQUISITIONS

         iVoice 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. As an example, in January 2006,
the Company acquired the New York City based Thomas Pharmaceuticals Ltd
("Thomas"), which develops and markets over the counter non-prescription
healthcare products. Thomas' first product focuses on the high-end, branded
consumables market, with a calcium-enriched, sugar free, anti-gas antacid
tablet.

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<PAGE>
MARKETING AND DISTRIBUTION

         Ivoice has experience with marketing, promoting and selling its
speech-enabled products through telephony reseller channels, telephone equipment
manufacturer distributor networks as well as directly to end users. Management
believes it can leverage this experience into gaining access to these market for
their patenting and licensing of new products being developed by the Company.

NEW PRODUCTS

         iVoice is working with GlynnTech, Inc. to identify viable products
and/or services that may be derived from our work on the various patents, such
as the "Speech Enabled Voice Activated/Voice Responsive Item Locator" and the
"Wirelessly Loaded Speaking Medicine Container".

























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COMPETITION

         iVoice 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 its product at levels
sufficient to cover its 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 financial, production and
marketing resources significantly greater than those of iVoice.

         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.

SUPPLIERS

         As our future products are yet unknown, our suppliers have not been
identified. But our past experience indicates that Dialogic Corporation (an
Intel company), iTox, Inc., Dell and Amer.com, Inc. could be ideal candidates to
supply our computer hardware components. We have not experienced any supply
shortages with respect to the components used in systems or developed
applications in our past.

CUSTOMERS

         Direct customers could be comprised of businesses, organization and
corporate departments that use voice activated processes for efficiency in their
operations. The iVoice patents seek to fulfill these customer needs.

GOVERNMENT REGULATION

         We are 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.

RESEARCH AND DEVELOPMENT

         Our research and development efforts focus on developing new
applications for voice recognition products. We continually seek to improve our
core speech recognition technology through ease of use, broader application and
increased accuracy.

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EMPLOYEES

         As of December 31, 2005, we had 1 full-time employee, 1 part-time
employee and 1 part-time consultant for a total of 3 individuals. 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-KSB,
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.


FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

         This annual report on Form 10-KSB contains forward-looking statements
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and in Section 21F of the Securities Exchange Act of 1934 as amended.
The statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of these terms or
other similar terminology.These forward-looking statements involve risks and
uncertainties and other factors that may cause the actual results, performance
or achievements to differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Except for the
historical information and statements contained in this Report, the matters and
items set forth in this Report are forward looking statements that involve
uncertainties and risks some of which are discussed at appropriate points in the
Report and are also summarized as follows:


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

         Since the spin-off of the Company's operating subsidiaries in 2004 and
2005, the Company has a limited operating history. As such, it may be difficult
for you to assess management's 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

                                       14
<PAGE>
because iVoice operated in the past with different goals and objectives from the
new objectives of the Company.

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:

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

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

         o    reduced demand for any given product;

         o    difficulty in keeping current with changing technologies;

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

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

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

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

         o    the market's transition between operating systems; and

         o    costs related to possible acquisitions of technology or
              businesses.

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

WE MAY FAIL TO DEVELOP NEW PRODUCTS, OR MAY INCUR UNEXPECTED EXPENSES OR DELAYS.

         Although we currently have fully developed products available for sale,
we are also developing various new technologies, products and product features
and will rely on them to remain competitive. 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

                                       15
<PAGE>
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,

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

         o    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

         o    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 far less than the then-current market price of our Class A Common Stock.


                                       16
<PAGE>
BECAUSE OUR VOICE-RECOGNITION BUSINESS IS STILL EVOLVING, WE MAY EXPERIENCE
DIFFICULTIES THAT COULD PREVENT US FROM BECOMING PROFITABLE.

         Because voice-recognition products are still evolving, we may
experience the difficulties frequently encountered by companies in the early
stage of development in new and evolving markets. These difficulties include the
following:

         o    substantial delays and expenses related to testing and developing
              of our new products;

         o    marketing and distribution problems encountered in connection with
              our new and existing products and technologies;

         o    competition from larger and more established companies;

         o    delays in reaching our marketing goals;

         o    difficulty in recruiting qualified employees for management and
              other positions;

         o    lack of sufficient customers, revenues and cash flow; and

         o    limited financial resources.

         We may continue to face these and other difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our business will suffer and our stock price could
decline.


IF OUR TECHNOLOGIES AND PRODUCTS CONTAIN DEFECTS OR OTHERWISE DO NOT WORK AS
EXPECTED, WE MAY INCUR SIGNIFICANT EXPENSES IN ATTEMPTING TO CORRECT THESE
DEFECTS OR IN DEFENDING LAWSUITS OVER ANY SUCH DEFECTS.

         Voice-recognition products are not currently accurate in every
instance, and may never be. Furthermore, we could inadvertently release products
and technologies that contain defects. In addition, third-party technology that
we may include in our products could contain defects. We may incur significant
expenses to correct such defects. Clients who are not satisfied with our
products or services could bring claims against us for substantial damages. Such
claims could cause us to incur significant legal expenses and, if successful,
could result in the plaintiffs being awarded significant damages. Our payment of
any such expenses or damages could prevent us from becoming profitable.


OUR SUCCESS IS HIGHLY DEPENDENT UPON OUR ABILITY TO COMPETE AGAINST COMPETITORS
THAT HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE HAVE.

         The voice-recognition industries are highly competitive, and we believe
that this competition will intensify. Many of our competitors have longer
operating histories, significantly greater financial, technical, product
development and marketing resources, greater name recognition and larger client
bases than we do. Our competitors could use these resources to develop products
that are more effective or less costly than any or all of our

                                       17
<PAGE>
products or that could render any or all of our products obsolete. Our
competitors could also use their economic strength to influence the market to
continue to buy their existing products.


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 patents applications we have filed, we have
been awarded three patents. One for our Speech-Enabled Automatic Telephone
Dialer in May 2003, and a second patent for our Speech-Enabled Automatic
Telephone Dialer without a PBX in December 2003. Our third patent for Speech
Enabled Voice Activated/Voice Responsive Item Locator was issued in October
2004. No assurances can be given that the remaining patent applications will be
approved.

         The protection provided by our patents, and patent applications if
issued, may not be broad enough to prevent competitors from introducing similar
products into the market. Our patents, 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.

                                       18
<PAGE>
         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.


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.

         The Company will seek to expand its operations through the acquisition
of additional businesses. The Company 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 the Company's operating results, diversion of management attention,
inability to retain key personnel, risks associated with unanticipated events
and the financial statement effect of potential impairment of acquired
intangible assets, any of which could have a materially adverse effect on the
Company's financial condition and results of operations. In addition, if
competition for acquisition candidates or assumed operations were to increase,
the cost of acquiring businesses or assuming customers' operations could
increase materially. The inability of the Company to implement and manage its
expansion strategy successfully may have a material adverse effect on the
business and future prospects of the Company. Furthermore, through the
acquisition of additional businesses, the Company 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 the
Company may, under certain circumstances, seek to effect business acquisitions
with more than one target business, as a result of its limited resources, the
Company, in all likelihood, will have the ability to effect only a single
business acquisition at one time. Currently, the Company has no plans, proposals
or arrangements, either orally or in writing, regarding any proposed
acquisitions.


                                       19
<PAGE>
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, the Company stockholders would experience
significant dilution. In addition, the conversion of outstanding debt
obligations into equity securities would have a dilutive effect on the Company
shareholders. Further, securities issued in connection with future financing
activities or potential acquisitions may have rights and preferences senior to
the rights and preferences of the Company's Class A Common Stock.

         Cornell Capital Partners is under no obligation to purchase shares of
Class A Common Stock unless certain conditions are satisfied by the Company,
including having a registration statement relating to such Class A Common Stock
being effective. If the Company cannot satisfy the requirements for Cornell
Capital Partners to purchase the Class A Common Stock, we may not have
sufficient capital resources to conduct our business on a long-term basis, which
would have a material adverse effect on us and our financial condition.
Management believes that its going-forward expenses over the next 12 months will
be approximately $1,000,000 and, assuming that the Company has no revenues, the
Company expects to have aggregate liabilities of approximately $6,700,000, which
includes salaries for officers, employees and professionals over the next 12
months. Management has no current plan to hire additional employees, perform
additional research and development or purchase additional equipment or
services. Management believes that the deficiency between the Company's expenses
and net revenues will be more than covered by the cash available. If there are
additional deficiencies that are in excess of the proceeds of the secured
purchase agreement, and the Company is unable to obtain funds from the equity
line of credit, management believes that the Company can limit its operations,
defer payments to management and maintain its business at nominal levels until
it can identify alternative sources of capital.


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 March 1, 2006, Jerome R. Mahoney, our president, chief executive
officer, chief financial officer and director, beneficially owned approximately
73.9% of our outstanding shares of shares of our Class A common stock (assuming
the conversion of outstanding shares of Class B common stock and debt into
shares of Class A common stock). Mr. Mahoney is able to influence all matters
requiring stockholder 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
stockholders. He could, for example, make it more difficult for anyone to take
control of us.


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

                                       20
<PAGE>
market changes may cause some of our products to become obsolete more quickly
than expected.


THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

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


WE FACE INTENSE PRICE-BASED COMPETITION FOR LICENSING OF OUR PRODUCTS WHICH
COULD REDUCE PROFIT MARGINS.

         Price competition is often intense in the software market, especially
for computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future, resulting
in reduced profit margins.


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.






                                       21
<PAGE>
UPON DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF TREY RESOURCES, INC. TO
OUR STOCKHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR MAY HAVE
CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE FOR RESOLVING ANY
SUCH CONFLICTS IN THE FUTURE.

         After the distribution to our stockholders of shares of Class A common
stock of Trey Resources, our President, Chief Executive Officer and Director,
Jerome R. Mahoney, will serve as Chairman of the Board of Trey Resources and
will have the right to convert $250,000 of indebtedness into 250,000 shares of
Class B common stock of Trey Resources, which will be convertible into an
indeterminable number of shares of Class A common stock of Trey Resources. 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 Trey Resources. 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 Trey Resources and us following the distribution. 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.


UPON THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF IVOICE TECHNOLOGY,
INC. TO OUR STOCKHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE FOR
RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

         After the distribution to our stockholders of shares of Class A common
stock of iVoice Technology, our President, Chief Executive Officer and Director,
Jerome R. Mahoney, will serve as Non-executive Chairman of the Board of iVoice
Technology and will have the right to convert $190,000 of indebtedness into
190,000 shares of Class B common stock of iVoice Technology, which will be
convertible into an indeterminable number of shares of Class A common stock of
iVoice Technology. 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 iVoice Technology.
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 iVoice Technology and us following
the distribution. 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.






                                       22
<PAGE>
UPON THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF DEEP FIELD
TECHNOLOGIES, INC. TO OUR STOCKHOLDERS,, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

         After the distribution to our stockholders of shares of Class A common
stock of Deep Field Technologies, our President, Chief Executive Officer and
Director, Jerome R. Mahoney, will serve as the Non-executive Chairman of the
Board of Deep Field Technologies and will have the right to convert $190,000 of
indebtedness into 190,000 shares of Class B common stock of Deep Field
Technologies, which will be convertible into an indeterminable number of shares
of Class A common stock of Deep Field Technologies. 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 Deep Field Technologies. 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 Deep Field Technologies and us following the distribution. 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.


UPON THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF SPEECHSWITCH, INC. TO
OUR STOCKHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR MAY HAVE
CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE FOR RESOLVING ANY
SUCH CONFLICTS IN THE FUTURE.

         After the distribution to our stockholders of shares of Class A common
stock of SpeechSwitch, our President, Chief Executive Officer and Director,
Jerome R. Mahoney, will serve as the Non-executive Chairman of the Board of
SpeechSwitch and will have the right to convert $190,000 of indebtedness into
190,000 shares of Class B common stock of SpeechSwitch, which will be
convertible into an indeterminable number of shares of Class A common stock of
SpeechSwitch. 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 SpeechSwitch. 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 SpeechSwitch and us following the
distribution. 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.



                                       23
<PAGE>
                                 OUR SECURITIES

WE MAY PAY A ONE TIME CASH DIVIDEND IN THE NEAR FUTURE.

         The Board of Directors has determined that we have sufficient cash
available to fund our activities for the foreseeable future and therefore has
sufficient cash reserves to declare a dividend of up to $1.5 million payable to
all holders of Class A Common Stock. The Board of Directors determined that a
cash dividend of $1.5 million would amount to a sum that would provide a
measurable benefit to individual shareholders and at the same time would permit
the Company to retain sufficient cash reserves to fund its future working
capital needs. At the annual meeting on March 31, 2006, the Board or Directors
will ask the shareholders to approve the grant of discretionary authority for
the Board of Directors to declare a cash dividend to Class A Common Stock
shareholders of $1.5 million.

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
stockholders' 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:

         o    With a price of less than $5.00 per share

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

         o    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

         o    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.

                                       24
<PAGE>
         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.

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 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 stockholders and
could have an adverse effect on the market price for our Class A common stock.
As of December 31, 2005, we had all of our remaining authorized shares,
approximately 5,271,627 shares of Class A common stock, reserved for possible
future issuance.

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-QSB, annual reports
on Form 10-KSB 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).


ITEM 2.  DESCRIPTION OF PROPERTY.

         We do not own any real property for use in its operations or otherwise.

         Our facilities are located at 750 Highway 34, Matawan, New Jersey and
consist of approximately 6,000 square feet of space. Our space is leased on a
month-to month basis at a monthly rent of $7,500. We use our facilities to house
our corporate headquarters and believe our facilities are suitable for such
purpose. We also believe that our insurance coverage

                                       25
<PAGE>
adequately covers our interest in our leased space. We have a good relationship
with our landlord and believe that our current facilities will be adequate for
the foreseeable future.


ITEM 3.  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.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         During the fiscal year ended December 31, 2005, no matters were
submitted to a vote of security holders.



























                                       26
<PAGE>
                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

         Our Class A common stock, no par value, is quoted on the NASD OTC
Bulletin Board under the symbol "IVOC." The following table shows the high and
low closing prices for the periods indicated.

         2004                                         High               Low
         ----                                       --------          --------
         First Quarter                              $0.00281          $0.00219
         Second Quarter                             $0.00112          $0.00088
         Third Quarter                              $0.00088          $0.00081
         Fourth Quarter                             $0.00062          $0.00050

         2005
         ----
         First Quarter                              $0.00100          $0.00038
         Second Quarter                             $0.00050          $0.00031
         Third Quarter                              $0.00138          $0.00038
         Fourth Quarter                             $0.00050          $0.00031


HOLDERS OF COMMON EQUITY.

         As of December 31, 2005, the number of record holders of our common
shares was approximately 739.


DIVIDEND INFORMATION.

         To date, the Company has never paid a cash dividend. The Board of
Directors has determined that we have sufficient cash available to fund our
activities for the foreseeable future and therefore has sufficient cash reserves
to declare a dividend of up to $1.5 million payable to all holders of Class A
Common Stock. The Board of Directors determined that a cash dividend of $1.5
million would amount to a sum that would provide a measurable benefit to
individual shareholders and at the same time would permit the Company to retain
sufficient cash reserves to fund its future working capital needs. At the annual
meeting on March 31, 2006, the Board or Directors will ask the shareholders to
approve the grant of discretionary authority for the Board of Directors to
declare a cash dividend to Class A Common Stock shareholders of $1.5 million.

                                       27
<PAGE>
SALES OF UNREGISTERED SECURITIES.

         In the year ending December 31, 2005, the Company issued the following
unregistered securities pursuant to various exemptions from registration under
the Securities Act of 1933, as amended:

         o    On June 15, 2005, the Company issued a secured promissory note
              totaling $5,000,000 payable to Cornell Capital Partners, LP.


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 iVoice's outstanding securities, including Class A
common stock, Class B common stock, options, warrants and debt.

         We do not have a sufficient number of authorized shares of Class A
common stock to issue all of the shares of Class A common stock issuable upon
the exercise or conversion of all of our outstanding options, warrants,
debentures and Class B common stock.

         On February 27, 2006, the Company filed with the SEC a Definitive Proxy
Statement announcing that the 2005 Annual Meeting of the shareholders of iVoice,
Inc. will be held on March 31, 2006, at the Holiday Inn, 290 Route 37 East, Toms
River, New Jersey 08753 at 11:00 a.m., local time. All holders of our Class A
Common Stock and Class B Common Stock as of the close of business on February
17, 2006 are entitled to vote at the 2005 Annual Meeting.

         There are 10 proposals that the Board of Directors is asking the
shareholders to vote on at the meeting. [See our Definitive Proxy filed on
Schedule 14A with the Securities Exchange Commission on February 27, 2006.]
Three of these proposals are related to potential changes to the capitalization
of the Company to correct this situation:

         1.   To approve the grant of discretionary authority for the Board of
              Directors to effect the repurchase of sixty percent (60%) of the
              issued and outstanding Class B Common Stock shares for $1.5
              million;

         2.   To approve the grant of discretionary authority for the Board of
              Directors to effect a 1 for 200 reverse split of the Class A
              Common Stock by amending the Certificate of Incorporation;

         3.   To consider and approve the authorization of 10 billion shares of
              Class A Common Stock;

         4.   To consider and approve the authorization of 20 billion shares of
              Class A Common Stock; and


                                       28
<PAGE>
         5.   To approve the grant of discretionary authority for the Board of
              Directors to effect the buyback by the Company of the Class A
              Common Stock.


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;

         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.



                                       29
<PAGE>
         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, 2005, we had 9,994,728,373 shares of Class A common
stock issued and 9,994,128,373 shares of Class A common stock outstanding.


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 Class B Common Stock 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 Common Stock Shares
were issued. Every holder of the outstanding shares of the Class B Common Stock
Shares shall be entitled on each matter to cast the number of votes equal to the
number of Class A Common Stock Shares that would be issued upon the conversion
of the Class B Common Stock Shares held by that holder, had all of the
outstanding Class B Common Stock Shares held by that holder been converted on
the record date used for purposes of determining which stockholders would vote
in such an election. With respect to all matters upon which stockholders are
entitled to vote or to which stockholders are entitled to give consent, the
holders of the outstanding shares of Class B Common Stock Shares shall vote
together with Class A Common Stock Shares 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 stockholders. Each Class B Common Stock
Share shall receive dividends or other distributions, as declared, equal to the
number of Class A Common Stock Shares that would be issued upon the conversion
of the Class B Common Stock Shares, had all of the outstanding Class B Common
Stock Shares been converted on the record date established for the purposes
distributing any dividend or other stockholder distribution. Jerome R. Mahoney
is the sole owner of the Class B common stock, of which there are 50,000,000
shares authorized, 2,204,875 issued and 1,670,514 shares outstanding as of
December 31, 2005. On December 31, 2005, these shares of Class B common stock
were convertible into 27,385,475,410 shares of Class A common stock.

                                       30
<PAGE>
OPTIONS AND WARRANTS

         During the year ended December 31, 1999, the Company adopted the iVoice
Employee Stock Option Plan (the "Plan") in order to attract and retain qualified
personnel. Under the Plan, the Board of Directors (the "Board"), in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers and employees to purchase the Company's common stock. In
accordance with the provisions of the plan, it has been concluded that the 1999
Employee Stock Option Plan was to automatically terminate if the plan did not
receive ratification and approval by the affirmative vote of the holders of the
majority of the Company's outstanding shares of capital stock within 12 months
following the plan adoption. Consequently, no such ratification or approval
occurred within the permitted time frame. As a result, all remaining issued and
outstanding employee options have been canceled as of December 31, 2003.

         As of December 31, 2005, we had outstanding, to persons other than
employees, warrants to purchase 998,260 shares of our Class A common stock.
These warrants have exercise prices ranging from $0.047 per share to $0.1458 per
share, with a weighted average exercise price of $0.107 per share. These
warrants will expire at various times through November, 2006.

STOCK INCENTIVE PLANS

2003 Stock Incentive Plan
-------------------------

         On November 11, 2003, the Company adopted the 2003 Stock Incentive Plan
(the "2003 Plan"). The purpose of the 2003 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.

                                       31
<PAGE>
         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.

         During the year ended December 31, 2004, the Company issued 27,509,564
shares of Class A common stock for legal services related to patent applications
valued at $52,978 and 37,931,034 shares of Class A common stock for legal
services valued at $110,000. On April 5, 2005, the Company issued 30,000,000
shares of Class A common stock for legal services related to patent applications
valued at $13,500.

         On February 1, 2006, the Company terminated the 2003 Plan.

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.

         For the year ended December 31, 2005, no shares were granted under the
2005 Plan.




                                       32
<PAGE>
DEBT

         On May 25, 2004, the Company issued an unsecured promissory note
totaling $2,650,000 payable to Cornell Capital Partners, LP for advances on the
equity-line financing agreement entered into with Cornell in December, 2003. The
note matures 143 days from the date of issue with interest accruing at 12% per
annum on any balance left unpaid after the maturity date. On July 14, 2004, the
Company repaid Cornell Capital, L.P. $1,700,000, in cash, and received a $93,500
fee reduction, to reduce the outstanding amount owed on the May 25, 2005
promissory note to $856,000. On May 24, 2005, the Company assigned to Cornell
Capital Partners LP all its rights and benefits of a convertible note issued by
Corporate Strategies, Inc. valued at $522,740 including principal and accrued
interest and this amount was applied to the Company's promissory note owed to
Cornell Capital Partners. On December 31, 2005 the remaining principal balance
of the note is $333,760 and $154,608 of accrued interest.

         On June 15, 2005, the Company issued a secured promissory note totaling
$5,000,000 payable to Cornell Capital Partners, LP. This note is secured by all
of the Company's assets and the Company's rights under all present and future
authorization, permits, licenses and franchises issued or granted in connection
with their operations. The note is for a term of 2 years from the date of issue
with interest accruing at 12% per annum on any unpaid balance through the note's
maturity date. As of December 31, 2005, the unpaid balance on the secured
promissory note is $5,000,000 plus accrued interest of $327,123.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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.

RECLASSIFICATION OF ACCOUNTS IN THE PRIOR PERIOD FINANCIAL STATEMENTS

         The Company has reclassified certain accounts in the balance sheet,
statements of operations and statements of cash flows for the years ended
December 31, 2005 and 2004, to reflect the Spin-off of the three wholly owned
subsidiaries, iVoice Technology, Inc., Deep Field Technologies, Inc. and
SpeechSwitch, Inc. The statements reflect the reclassification of these
operations to below the line as discontinued operations in accordance with the
provisions of FASB 144, "Accounting for the Impairment or Disposal of Long Lived
Assets". There has been no effect on Net Income (Loss).

                                       33
<PAGE>
PLAN OF OPERATION.

         To date, iVoice has incurred substantial losses and does not produce
enough cash from operations to cover its operating cash requirements. The
Company raises its necessary working capital from financing transactions that
include the issuance of common stock or instruments that are convertible into
common stock, which have a dilutive effect on current shareholders.

         iVoice has determined that the best way to create shareholder value,
separate and apart from the operating performance of iVoice, is by spinning off
and distributing shares of its wholly owned subsidiaries if the form of a
special dividend to the Company's shareholders. The common stock distributions
are part of a broader strategy relating to the transition of iVoice into a
company focused on the development and licensing of proprietary technologies.

         DIVIDENDS / SPIN-OFFS:

Trey Resources:
---------------
In February 2004, iVoice shareholders received one share of Trey Resources for
every 1,793 shares held by iVoice. The successful Trey Resources spin-off
demonstrated the feasibility of the mechanism and established further
opportunities for both entities. Trey Resources closed on its first acquisition
in June 2004 by acquiring an operating company with sales of over $2 million.
Since that time, Trey has acquired two companies, hired the management of a
third company, and grown from no sales to revenues at a current operating rate
of nearly $4 million per annum.

iVoice Technology, Inc.
-----------------------
On Sept. 7, 2004, iVoice announced the anticipated distribution to the Company's
shareholders all common stock of a newly formed subsidiary, iVoice Technology,
Inc. This move was designed to unlock the value in iVoice's interactive voice
recognition (IVR) software technology by transferring this technology to an
independent public company, iVoice Technology, and thereafter distributing the
common stock of this subsidiary to the Company's shareholders. iVoice Technology
will initially focus on building a business around the IVR technology. iVoice
completed the spin-off of iVoice Technology and the distribution of iVoice
Technology common stock to iVoice shareholders in the form of a special dividend
in August 2005.

Deep Field Technologies, Inc.
-----------------------------
On Sept. 13, 2004, iVoice announced that it intends to distribute to the
Company's shareholders all common stock of a newly formed subsidiary, Deep Field
Technologies, Inc., as a way to unlock the value in its Unified Messaging
software technology. Unified Messaging links telephone systems to computer
networks and allows users wherever they may be to access voice mail and retrieve
e-mail in a single operation through existing local area networks. iVoice
completed the spin-off of Deep Field Technologies and the distribution of Deep
Field Technologies common stock to iVoice shareholders in the form of a special
dividend in August 2005.


                                       34
<PAGE>
Corporate Strategies, Inc.
--------------------------
On Sept. 15, 2004, iVoice announced a common stock distribution to shareholders
of its entire holdings of 7.5 million Class A common stock shares of Corporate
Strategies, Inc. to the Company's shareholders. iVoice has invested $750,000 in
Corporate Strategies in the form of 7.5 million shares of Class A common stock
and a $500,000 5% secured convertible debenture, which was assigned to Cornell
Capital Partners LP in May 2005. Corporate Strategies, located in Houston,
Texas, provides merchant banking and diversified financial services involving
accounts receivable factoring, mortgage lending, oil and gas investments and
assorted other financial transactions. Corporate Strategies recorded sales in
excess of $1.7 million in 2003 and pre-tax income in excess of $130,000. The
foregoing description of this transaction is qualified in its entirety by
reference to the Current Report on Form 8-K dated June 25, 2004, which was
recently filed with the Securities and Exchange Commission. The Board of
Directors has determined that it will authorize the distribution of the Class A
Common Stock of Corporate Strategies through a special distribution of
seventy-five percent (75%) of the shares, or 5,625,000 shares that it presently
holds and will retain the balance, 1,875,000 shares, for investment. This
distribution is pending SEC review and effectiveness of the registration of the
shares to be distributed under the Securities Exchange Act of 1933, as amended.

SpeechSwitch, Inc.
------------------
On November 5, 2004, announced that it intends to distribute to the Company's
shareholders all common stock shares of its newly formed subsidiary
SpeechSwitch, Inc. The iVoice board of directors authorized management to pursue
a strategy designed to unlock the value in the Company's speech recognition
software by spinning it off into a new independent public company, SpeechSwitch,
Inc. iVoice completed the spin-off of SpeechSwitch and the distribution of
SpeechSwitch common stock to iVoice shareholders in the form of a special
dividend in August 2005. The assets that will become part of SpeechSwitch
include the Speech SDK, Speech Enabled Auto Attendant, Name Dialer, plus two
issued patents and two patents pending.

PATENTS AND TRADEMARKS

To date we have filed twelve patent applications with the United States Patent
and Trademark Office for speech enabled applications that we have developed
internally. Of the patents applications we have filed, three (3) patents have
been awarded.

Our first patent, for our Speech-Enabled Automatic Telephone Dialer, was issued
in May 2003. This invention is a speech enabled automatic telephone dialer
device system that uses a spoken name that corresponds to the name and telephone
number data of computer-based address book programs. The Speech Enabled Name
Dialer imports all of the names and telephone numbers from your existing
Microsoft Outlook, ACT, Gold Mine or other contact management software and can
automatically connect you with anyone you ask for. You simply pick up the phone,
tell the Name Dialer the name of the person you want to contact, and the Name
Dialer finds the telephone number and dials for you.

Our second patent for our Speech-Enabled Automatic Telephone Dialer without the
need for a Private Branch Exchange (PBX) was issued in December 2003. This
patent is similar to our first patent however; the PBX requirement is
circumvented through the use of software.


                                       35
<PAGE>
Our third patent for Speech Enabled Voice Activated/Voice Responsive Item
Locator was issued in October 2004.

The remaining patent applications are pending. These applications include
various versions of the "Wirelessly Loaded Speaking Medicine Container" which is
also filed international, "iVoice Speech Enabled Name Dialer", the "Voice
Activated Voice Operated Copier", the "Voice Activated Voice Operational
Universal Remote Control", the "Product Location Method Utilizing Product Bar
and Product-Situated, Aisle-Identifying Bar Code", "Product Location Method
Utilizing Bar Code and Aisle-Situated, Aisle-Identifying Bar Code", "Product
Location Method Utilizing Bar Code and Product-Situated, Aisle- Identifying Bar
Code", "Wireless Methodology for Talking Consumer Products" which is also filed
international, and "Product Identifier and Receive Spoken Instructions."

In February 2002, we filed a Trademark application for its `iVoice' logo and it
was later approved.

Licensing of Patents:
---------------------
In March 2004 the Company announced that it has entered into a technology
licensing agreement with GlynnTech Inc., to serve as its licensing agent for
speaking product packaging technology.

GlynnTech Inc. has been involved in licensing of a variety of technologies for
more than thirty years. Besides representing such diverse successful products as
the SuperSoaker(R) Watergun and the RotoWrench(R), Glynn has successfully
licensed or sold more than thirty four patents in the field of containers and
packaging. Glynn stated that this technology could eventually become a
widespread method of using many consumer products.

iVoice's commitment to innovative technology continues to help customers meet
their client requirements. We believe GlynnTech can help us unlock the potential
of the pending applications.

iVoice has filed a number of patent applications that relate to wirelessly
loaded product containers, including prescription medicine containers and OTC
medicine containers. This product packaging contains wirelessly downloaded
instructions and warnings for subsequent audio playback by users. It is
anticipated that these inventions would enable sight-impaired users to avoid the
need to read instructions and product warnings. In the long term, it is believed
that broad acceptance of this technology would enable anyone to simply press a
button on a package and hear instructions.

DECEMBER 31, 2005 COMPARED TO DECEMBER 31, 2004

         Upon creation of the three wholly owned subsidiaries, iVoice
Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. in 2004,
iVoice allocated all the sales and expenses of the business to these three
subsidiaries. With the successful Spin-off of these subsidiaries on August 4,
2005, the Company reclassified the accounts of the subsidiaries on the financial
statements to reflect the reclassification of these operations to below the line
as

                                       36
<PAGE>
discontinued operations in accordance with the provisions of FASB 144,
"Accounting for the Impairment or Disposal of Long Lived Assets". Accordingly,
the results of operations for iVoice (the parent) have minimal activity in 2004
and make the comparision to 2005 not meaningful.

         Total revenues for the years ended December 31, 2005 and 2004 were
$9,102 and $3,695, respectively. These figures primarily represent deferred
revenues that were not recorded on the subsidiary books.

         Gross margin for the year ended December 31, 2005 was $8,475 as there
was limited amount of deferred material costs to be written off against the
deferred revenue.

         Total operating expenses for the years ended December 31, 2005 and
2004, were $640,259 and $458,632, respectively. These expenses represent
salaries and benefits for the President and direct staff, professional fees for
investor relations, accounting and reporting services, and rent, utilities and
office supplies for the building which is shared with the subsidiaries. Most of
these charges are offset by the temporary administrative services agreements
which have remained in place following the successful Spin-off of the
subsidiaries. Operating expenses in 2005 also include the amortization of
prepaid financing costs on the Secured Promissory Note of $148,021.

         Total other income (expense) for the year ended December 31, 2005 was
an income of $128,654. The total other income was comprised of $301,197 income
from the special dividend from Corporate Strategies, $305,257 of interest income
on cash reserves and $22,740 income received for participation in the New Jersey
Technology Tax Certificate Transfer Program for the sale of the Company's unused
state net-operating-loss carry forwards. These income items were offset by
interest expense of $500,540 on outstanding loan and debenture balances. Total
other income (expense) for the year ended December 31, 2004 was income of
$61,231. The total other income was primarily comprised of amounts received for
participation in the New Jersey Technology Tax Certificate Transfer Program and
after related commissions and expenses related to application submission the
Company received cash proceeds of $56,257. Interest income of $38,941 was earned
on cash reserves. These items were offset by interest expense of $14,746 on
outstanding loan and debenture balances and $19,224 tax settlement with New York
State written off in the current year.

         Net loss from continuing operations for the years ending December 31,
2005 and 2004, were $503,130 and $393,706, respectively, as the result of the
factors discussed above.

         Net loss from discontinued operations for the year ended December 31,
2005 was $762,770 as compared to $2,566,182 for the same period of 2004. The net
loss in 2005 represents the operations of the three subsidiaries through August
4, 2005, which was the effective date of the Spin-off. The subsidiaries had been
experiencing reduced product sales when compared to 2004 and higher operating
costs related to going public costs and the salaries and benefits related to the
newly hired management teams. The decreased sales and increased expenses were
offset by a reduction in one time expenses in 2004 related to the financing of
the Cornell agreements.

                                       37
<PAGE>
         The total net loss for the year ended December 31, 2005 was $1,265,900
as compared to the net loss of $2,959,888 for the year ended December 31, 2004.
The decrease in net loss of $1,693,988 was the result of the factors discussed
above.


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 Company 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, 2005 and 2004, and allowing for the
reclassification of Subsidiary accounts in both periods, the Company had
incurred net losses from continuing operations of $503,130 and $393,706,
respectively, and had cash flow deficiencies from continuing operations of
$154,087 and $36,771, respectively. These matters raise substantial doubt about
iVoice's ability to generate cash flows internally through its current operating
activities sufficient enough that its existence can be sustained without the
need for external financing. iVoice's primary need for cash is to fund its
ongoing operations until such time that the Company 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.

         The primary source of financing for iVoice has been through the
issuance of common stock and debt that is convertible into common stock of the
Company. iVoice's primary need for cash is to fund its ongoing operations until
such time that the sale of products generates enough revenue to fund operations.
There can be no assurance as to the receipt or timing of revenues from
operations. iVoice anticipates that its operations will require at least $90,000
per month. These monthly expenses are anticipated to consist of the following:
payroll and benefits of $31,000, occupancy costs of $6,500, professional fees of
$14,000, net interest expenses of $16,500, amortized financing costs of $21,000
and miscellaneous administrative expenses of $1,000. We expect to fund these
monthly obligations from cash on hand and from the proceeds received from the
Equity Line of Credit, or otherwise from the sale of equity or debt securities.
iVoice believes that it has sufficient funds on-hand to fund its operations for
at least 24 months.

         During the year ended December 31, 2005, iVoice had a net increase in
cash of $3,016,189. iVoice's principal sources and uses of funds in the year
ended December 31, 2005, were as follows:

         CASH USED BY OPERATING ACTIVITIES. iVoice used $218,978 in cash for
continuing operations in the year ended December 31, 2005 an increase of
$182,207 compared to $36,771 in cash used for continuing operations in the year
ending December 31, 2004. The increase in cash used in continuing operations
results primarily from the increased loss from continuing operations of the
Company for the year ending December 31, 2005.

                                       38
<PAGE>
         The net cash provided by the discontinued operations was $537,150 for
the period ending August 4, 2005 compared to $1,374,041 net cash used by
discontinued operations for the year ended December 31, 2004. Of this amount,
the net effect on cash flow from the Spin-off of subsidiaries to shareholders at
August 4, 2005 was $1,299,920. The three subsidiaries were in a net liability
position before being removed from the consolidated results following the
Spin-off.

         CASH USED IN INVESTING ACTIVITIES. iVoice provided cash of $469,120 in
cash from investing activities in the year ended December 31, 2005, a change of
$1,297,325 compared to $828,205 in cash used for investing activities in the
year ended December 31, 2004. In May 2005, the Company assigned all its rights
and benefits of its Convertible Debenture with Corporate Strategies, Inc. to
Cornell Capital as partial payment on the current note due. In June 2004, the
Company invested $750,000 is Corporate Strategies, Inc in its common stock and
convertible debentures.

         The net cash provided by investing activities for the discontinued
operations was $19,137 for the period ending August 4, 2005 compared to $59,263
net cash provided by financing activities for the year ended December 31, 2004.

         CASH USED IN FINANCING ACTIVITIES. Financing activities from continuing
operations in the year ended December 31, 2005 provided a total of $3,969,760 in
cash. This total primarily consisted of $5,000,000 net proceeds from the
issuance of the secured promissory note under the financing with Cornell Capital
Partners and the $522,740 repayment of the current loan with the Convertible
Debentures of Corporate Strategies, Inc., and the $507,500 reduction in proceeds
for financing costs. Financing activities from continuing operations in the year
ended December 31, 2004 provided a total of $3,894,341 in cash. This total
consisted of $5,650,000 in note payable proceeds representing advances under the
equity line of credit with Cornell Capital Partners. A total of $1,793,500 of
the advance was repaid in cash. The Company also issued $3,000,000 of common
stock as payment of principal and $37,841 of common stock for payment of accrued
interest, both of which no effect on the cash flow.

         The net cash effect on investing activities for the discontinued
operations was a reduction of cash of $1,760,000 for the period ending August 4,
2005 compared to $1,760,000 net cash provided by financing activities for the
year ended December 31, 2004. The subsidiaries that were spun off had $1,760,000
of Cornell debt on their books at December 31, 2004 and this had the effect of
reducing the Company's availabe cash.

         Below is a description of iVoice's principal sources of funding since
December 2003:

         On December 31, 2003, we entered into another Equity Line of Credit
agreement with Cornell Capital Partners, L.P. pursuant to which, we have the
right, upon effectiveness of the registration statement, to receive advances of
up to an aggregate amount of $20.0 million from Cornell Capital Partners under
an equity line of credit (the "Equity Line of Credit"), and to simultaneously
issue shares of our Class A common stock in lieu of repayment of such advances.
The number of shares to be issued to Cornell Capital Partners in connection with
each advance will be determined by dividing the amount of each advance by the
lowest closing bid price of the Class A Common stock over the five trading days
after we provide Cornell Capital Partners notice requesting such advance. A
minimum of seven trading days must pass

                                       39
<PAGE>
between each advance notice. In addition, we have agreed to pay to Cornell
Capital Partners a cash fee equal to 5.5% of the amount of each advance under
the Equity Line of Credit, and issued to Cornell Capital Partners 300,000,000
shares of our Class A common stock as a one-time commitment fee. The Equity Line
of Credit agreement required us to register for resale with the Securities and
Exchange Commission a number of Class A common stock for which we registered
3,993,939,394 shares on January 2, 2004 on Form SB-2 and later amended on
February 5, 2004.

         On February 23, 2004, the Company issued unsecured promissory notes
totaling $3,000,000 payable to Cornell Capital Partners, LP for advances on the
equity-line financing agreement entered into with Cornell in December, 2003. The
notes mature 120 days from the date of issue with interest accruing at 12% per
annum on any balance left unpaid after the maturity date. At December 31, 2004,
a total of $3,000,000 had been repaid through the issuance of 2,663,158,299
Class A common shares to pay off the balance.

         On May 25, 2004, the Company issued unsecured promissory notes totaling
$2,650,000 payable to Cornell Capital Partners, LP for advances on the
equity-line financing agreement entered into with Cornell in December, 2003. On
July 14, 2004, the Company repaid Cornell Capital, L.P. $1,700,000, in cash, to
reduce the outstanding amount owed on the promissory notes. The Company also
received a credit of $93,500 against fees based on the accelerated repayment. On
May 24, 2005, the Company assigned all its rights and benefits of a convertible
note issued by Corporate Strategies, Inc. valued at $522,740 including principal
and accrued interest to Cornell. The notes mature 143 days from the date of
issue with interest accruing at 12% per annum on any balance left unpaid after
the maturity date. At December 31, 2005 the remaining principal balance of the
note is $333,760 and $154,608 of accrued interest.

         On June 15, 2005, the Company issued a secured promissory note totaling
$5,000,000 payable to Cornell Capital Partners, LP. This note is secured by all
of the Company's assets and the Company's rights under all present and future
authorization, permits, licenses and franchises issued or granted in connection
with their operations. The note is for a term of 2 years from the date of issue
with interest accruing at 12% per annum on any unpaid balance through the note's
maturity date. As of December 31, 2005, the unpaid balance on the secured
promissory note is $5,000,000 plus accrued interest of $327,123.

         Other than the Equity Line of Credit entered into on December 31, 2003,
no other financing agreement is currently available to us. In light of this, it
should be noted that there is no assurance that the Equity Line of Credit 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 iVoice to implement its business plan.

         Subsequent events
         -----------------

         On February 27, 2006, the Company filed with the SEC a Definitive Proxy
Statement announcing that the 2005 Annual Meeting of the shareholders of iVoice,
Inc. will be held on March 31, 2006. [See our Definitive Proxy filed on Schedule
14A with the Securities Exchange Commission on February 27, 2006.] There are 10
proposals that the Board of


                                       40
<PAGE>
Directors is asking the shareholders to vote on at the meeting. Three of these
proposals, if approved, will have an effect on the liquidity of the Company. The
Board of Dirctors decided that $4 million would be the maximum amount of Company
resources that it was willing to commit to increase shareholder value, as it
wished to retain the remaining cash balance for future working capital needs and
possible acquisitions. The three proposals are as follows:

         1.   To approve the grant of discretionary authority for the Board of
              Directors to declare a cash dividend to Class A Common Stock
              shareholders of $1.5 million. The Board of Directors determined
              that a cash dividend of $1.5 million would amount to a sum that
              would provide a measurable benefit to individual shareholders and
              at the same time would permit the Company to retain sufficient
              cash reserves to fund its future working capital needs.

         2.   To approve the grant of discretionary authority for the Board of
              Directors to effect the repurchase of sixty percent (60%) of the
              issued and outstanding Class B Common Stock shares for $1.5
              million. The Board of Directors, after due consideration,
              determined that it would be in the shareholder's best interest for
              the Company to repurchase sixty percent (60%) of the outstanding
              Class B Common Stock, or 1,002,308 shares, that would
              substantially eliminate this potential large block Class A Common
              Stock that could have a material adverse impact upon the stock
              price and be a source of substantial dilution to the interest of
              other shareholders.

         3.   To approve the grant of discretionary authority for the Board of
              Directors to effect the buyback of up to $1 million of the
              Company's Class A Common Stock. The Board of Directors feels that
              this use of a portion of the cash reserves may benefit
              shareholders by improving the market price of the Company's Class
              A Common Stock as traded on the NASD Over the Counter Bulletin
              Board.


OFF BALANCE SHEET ARRANGEMENTS

         During fiscal 2005, 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.


ITEM 7.  FINANCIAL STATEMENTS.

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


ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

         Management of the Company has evaluated, with the participation of the
Chief Executive Officer and Chief Financial Officer of the Company, the
effectiveness of the

                                       41
<PAGE>
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the fiscal year covered by this Annual Report on Form
10-KSB. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer of the Company have concluded that the Company's disclosure
controls and procedures as of the end of the fiscal year covered by this Annual
Report on Form 10-KSB are effective to provide reasonable assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission and that the information required to be
disclosed in the reports is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.


CHANGES IN INTERNAL CONTROLS.

         Management of the Company has also evaluated, with the participation of
the Chief Executive Officer and Chief Financial 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-KSB. 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-KSB that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

















                                       42
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         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 as
Name                       Age         Position               Officer\Director
----                       ---         --------               ----------------
Jerome R. Mahoney          45          President, CEO,        5-21-99 to present
                                       Director

Frank V. Esser             66          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 started at Executone
Information Systems, a telephone systems manufacturer, and was Director of
National Accounts from 1988 to 1989. In 1989, Mr. Mahoney founded Voice Express,
Inc., a New York company that sold voicemail systems and telephone system
service contracts and installed these systems. Mr. Mahoney sold Voice Express
Systems in 1993. From 1993 to 1997, Mr. Mahoney was President of IVS Corp., and
on December 17, 1997, he established International Voice Technologies, which we
merged with on May 21, 1999. Mr. Mahoney is also the Non-Executive Chairman of
the Board of Trey Resources, Inc., Livingston, New Jersey and a member of its
Board of Directors since January 1, 2003. He serves as Non-Executive Chairman of
the Board of iVoice Technology, Inc., Matawan, New Jersey, Deep Field
Technologies, Inc, Matawan, New Jersey, and SpeechSwitch, Inc., Matawan, New
Jersey, and has held these positions since November 10, 2004. He has served as
Non-Executive Chairman of the Board of MM(2) Group, Inc., Matawan, New Jersey
since October 19, 2005. Mr. Mahoney received a B.A. in finance and marketing
from Fairleigh Dickinson University, Rutherford, N.J. in 1983.

         FRANK V. ESSER. Board Member since February 24, 2004 and the Chairman
of The Audit Committee. Mr. Esser, who is a Certified Public Accountant, from
1959 to 1968, he functioned as Transfer Agent and Head Bookkeeper in the
Treasury Department of Texaco Inc. As a certified public accountant with Ernst &
Young from 1968 to 1981, he participated in the audits of major publicly traded
companies such as J.P. Stevens & Co., Dynamics Corporation of America, and
Phillips - Van Heusen Corporation, along with law firms, banks, manufacturing
companies and other organizations. He also participated in the public offerings
of equity and debt and the preparation of SEC filings. In 1981, Mr. Esser
accepted the position of Corporate Controller with a client, Grow Group, Inc., a
Fortune 500 manufacturer of paints, solvents, and household products. Ascending
to the position of Chief Financial Officer in 1987. In 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 iVoice
Technology, Inc., Matawan, New Jersey, since June 2005. Mr. Esser holds a BBA
degree from

                                       43
<PAGE>
Baruch College of the City University of New York and is a Certified Public
Accountant in New York State.

         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. As of the fiscal year ended December 31, 2005, the Company has an audit
committee in place and has one independent member of the Board of Directors.

         For the year ended December 31, 2005, the Board held no meetings and
acted eight times through written unanimous consent in lieu of a meeting.


AUDIT COMMITTEE

         During 2005, Messrs. Mahoney and Esser served on the Audit Committee.
The Audit Committee currently consists of Messrs. Mahoney and Esser, 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
ss.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 and as to management's
assessment of the effectiveness of internal controls over financial reporting.
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 2005 and once acted through written
unanimous consent in lieu of a meeting. 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.


AUDIT COMMITTEE REPORT

The following is the Audit Committee's report submitted to the Board of
Directors for the fiscal year ended December 31, 2005. The Audit Committee has:

      o  reviewed and discussed the Company's audited financial statements with
         management and Bagell, Josephs, Levine & Company, L.L.C.,, the
         Company's independent accountants;
      o  discussed with Bagell, Josephs, Levine & Company, L.L.C. the matters
         required to be discussed by Statement on Auditing Standards No. 61, as
         may be modified or supplemented; and
      o  received from Bagell, Josephs, Levine & Company, L.L.C. 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.

                                       44
<PAGE>
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-KSB for the fiscal year ended
December 31, 2005, for filing with the Securities and Exchange Commission.


                                         AUDIT COMMITTEE
                                         Frank V. Esser, DIRECTOR
                                         Jerome Mahoney, CHIEF EXECUTIVE OFFICER


THE AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY
GENERAL STATEMENT INCORPORATING BY REFERENCE THIS ANNUAL REPORT ON FORM 10-KSB
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.



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 or prior fiscal years.



CODE OF ETHICS.

         The Company has adopted a Code of Ethics for adherence by its Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer and
Controller 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-KSB.







                                       45
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth compensation information for services
rendered by certain of our executive officers in all capacities during the last
three 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
<TABLE><CAPTION>
                                                                                            Securities
                                                              Other Annual   Restricted     Underlying      All Other
Name and Position(s)           Year    Salary($)    Bonus     Compensation      Stock        Options      Compensation
--------------------           ----    --------     -----     ------------   ----------     ----------    ------------
<S>                            <C>     <C>          <C>       <C>            <C>            <C>           <C>
Jerome R. Mahoney
   Chief Executive Officer     2005    $298,000       0            $0             0             0             $866 (2)
   and President               2004    $270,000       0            $0             0             0             $866 (2)
                               2003    $255,552       0            $0             0             0             $866 (2)

Kevin Whalen (1)               2005       $0          0            0              0             0              0
   Chief Financial Officer     2004       $0          0            0              0             0              0
                               2003     $33,333       0            0              0             0              0

Frank V Esser                  2005     $12,000       0            0              0             0              0
   Director                    2004     $12,818       0            0              0             0              0
</TABLE>

(1)      Effective May 16, 2000, Mr. Whalen was promoted to Chief Financial
         Officer and was not subject to any employment contract with iVoice,
         Inc. Effective April 30, 2003, we terminated Mr. Whalen's employment
         with us.

(2)      Represents $866 in life insurance premiums paid on behalf of Mr.
         Mahoney for the year ending December 31, 2005, 2004 and 2003.





 AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE><CAPTION>
                                             Number of Securities         Value of Unexercised
                                             --------------------         --------------------
         Shares Acquired                    Underlying Unexercised            In-the-Money
         ----------------                   ----------------------            ------------
               on             Value         Options/SARs at FY-End       Options/SARs at FY-End
               --            --------       ----------------------       ----------------------
            Exercise         Realized                (#)                           ($)
            --------         --------                ---                           ---
Name          (#)              ($)         Exercisable/Unexercisable     Exercisable/Unexercisable
----        --------         --------      -------------------------     -------------------------
<S>         <C>              <C>           <C>                           <C>
None           0                0                     0                           0 / 0
</TABLE>




                                       46
<PAGE>
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.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


         The following tables set forth certain information regarding the
beneficial ownership of our voting securities as of March 1, 2006 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 March 1, 2006 a
total of 9,994,128,373 shares of Class A common stock outstanding and a total of
1,670,514 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 March 1, 2006, 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.


                                       47
<PAGE>
                            OWNERSHIP OF COMMON STOCK

                                                              COMMON STOCK
                                                           BENEFICIALLY OWNED
                                                      --------------------------
NAME/ADDRESS                    TITLE OF CLASS             NUMBER        PERCENT
-----------------------------   --------------------  -----------------  -------
Jerome R. Mahoney               Class A Common Stock  28,242,187,705(1)    73.9%
c/o iVoice, Inc.                Class B Common Stock       1,670,514(1)   100.0%
750 Highway 34
Matawan, New Jersey  07747

Frank V. Esser (Director)       Class A Common Stock      14,178,571        0.0%
27 Arden Road
Old Bridge, New Jersey  08857

Director and executive
officer as a group              Class A Common Stock  28,256,366,276       73.9%
                                Class B Common Stock       1,670,514      100.0%

---------------------
(1) Includes (i) 450,000 shares of our Class A common stock held by Mr.
    Mahoney's minor children, (ii) 27,385,475,410 shares of our Class A common
    stock issuable upon conversion of 1,670,514 shares of our Class B common
    stock held by Mr. Mahoney, and (iii) 856,262,295 shares of our Class A
    common stock issuable upon conversion of a promissory note dated March 20,
    2001, as amended on August 13, 2002. Pursuant to such promissory note, Mr.
    Mahoney may, at any time, convert amounts owed to him for monies loaned
    thereunder and interest thereon 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 March 1, 2006,
    the total balance owed to Mr. Mahoney was $52,232, convertible into 52,232
    shares of our Class B common stock, or 856,262,295 shares of our Class A
    common stock.


EQUITY COMPENSATION PLANS

         During the year ended December 31, 1999, the Company adopted the iVoice
Employee Stock Option Plan (the "Plan") in order to attract and retain qualified
personnel. Under the Plan, the Board of Directors (the "Board"), in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers and employees to purchase the Company's common stock. In
accordance with the provisions of the plan, it has been concluded that the 1999
Employee Stock Option Plan was to automatically terminate if the plan did not
receive ratification and approval by the affirmative vote of the holders of the
majority of the Company's outstanding shares of capital stock within 12 months
following the plan adoption. Consequently, no such ratification or approval
occurred within the permitted time frame. As a result, all remaining issued and
outstanding employee options have been canceled as of December 31, 2003.



                                       48
<PAGE>

         On November 11, 2003, the Company adopted the 2003 Stock Incentive Plan
(the "2003 Plan"). The purpose of the 2003 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. During the year
ended December 31, 2004, the Company issued 27,509,564 shares of Class A common
stock for legal services related to patent applications valued at $52,978 and
37,931,034 shares of Class A common stock for legal services valued at $110,000.
On April 5, 2005, the Company issued 30,000,000 shares of Class A common stock
for legal services related to patent applications valued at $13,500. On February
1, 2006, the Company terminated the 2003 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. For the year
ended December 31, 2005, no shares were granted under the 2005 Plan.

         The following table sets forth information as of December 31, 2005 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

       All compensation plans previously approved by security holders; and
       All compensation plans not previously approved by security holders.

<TABLE><CAPTION>
                               Number of securities to be   Weighted average exercise
                                 issued upon exercise of       price of outstanding        Number of securities
                                  outstanding options,        options, warrants and       remaining available for
Plan category                      warrants and rights                rights                  future issuance
                                           (a)                         (b)                          (c)
<S>                                <C>                         <C>                          <C>
Equity compensation plans
approved by security holders                0                           --                           0

Equity compensation plans not
approved by security holders.            998,260(1)                     --                        5,271,627(2)

Total                                    998,260                        --                        5,271,627
</TABLE>

(1) 998,260 Class A common shares of iVoice, Inc. issued to unrelated third
    parties for contractual services and fees related to previous financing
    transactions of the Company. These warrants have exercise prices ranging
    from $0.047 per share to $0.146 per share, with a weighted average exercise
    price of $107 per share. These warrants will expire at various times through
    November, 2006.

(2) The 2005 Plan provides that the number of authorized shares shall not exceed
    an aggregate of twenty percent (20%) of the issued and outstanding shares of
    the Company's Class A Common Stock, no par value per share, as determined by
    the Board from time to time. The maximum number of shares that can be issued
    at December 31, 2005 is 5,271,627, being the balance of the authorized Class
    A Common Stock that is available under the current capitalization.


                                       49
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In connection with the "spin-offs" of the three subsidiaries, the
Company's Chairman of the Board transferred $190,000 of related party debt to
each of the three subsidiaries upon the completion of the spin-off.

         At December 31, 2005, the total balance owed to Mr. Mahoney was
$47,344, convertible into 47,344 shares of our Class B common stock, or
776,131,148 shares of our Class A common stock.

         Mr. Mahoney has agreed to defer receipt of cash payment of any monies
due and owing him representing unpaid salary, unpaid expense and auto allowances
which have been accrued on the Trey's balance sheet, and the one-time payment in
connection with the spin-off, until such time as the Trey Board of Directors
determines that Trey has sufficient capital and liquidity to make such payments.
Mr. Mahoney has further agreed, however, to accept payment or partial payment,
from time to time, in the form of Trey's Class A Common Stock and/or Trey's
Class B Company Stock, at such time as the Trey Board of Directors determines to
issue such shares in satisfaction of these accrued liabilities.

         On August 5, 2005, the Class A Common Shares of iVoice Technology, Deep
Field and SpeechSwitch were distributed to the iVoice shareholders. [See Item 6.
Management's Discussion and Analysis or Plan of Operation.] In connection with
the Spin-offs of the subsidiaries, the Company transferred $190,000 of debt owed
to Jerome Mahoney to each of the three subsidiaries.


ITEM 13. EXHIBITS

(a)      EXHIBITS

         No.      Description
         ---      -----------
         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.

                                       50
<PAGE>
         10.01    Letter Agreement dated January 24, 2003 between iVoice, Inc.
                  and Mr. Jerome Mahoney. (incorporated herein by reference to
                  Exhibit 10.27 to the Registration Statement on Form SB-2 filed
                  on January 25, 2003).

         10.02    Standby Equity Distribution Agreement dated December 31, 2003
                  between iVoice, Inc. and Cornell Capital Partners, L.P.
                  (incorporated herein by reference to Exhibit 10.28 of the
                  Registration Statement on Form SB-2 filed on January 2, 2004).

         10.03    Registration Rights Agreement dated December 31, 2003 between
                  iVoice, Inc. and Cornell Capital Partners, L.P. (incorporated
                  herein by reference to Exhibit 10.29 of the Registration
                  Statement on Form SB-2 filed on January 2, 2004).

         10.04    Placement Agent Agreement dated December 31, 2003 between
                  iVoice, Inc. and CapStone Investments. (incorporated herein by
                  reference to Exhibit 10.30 of the Registration Statement on
                  Form SB-2 filed on January 2, 2004).

         10.05    Escrow Agreement dated December 31, 2003 among iVoice, Inc.,
                  Cornell Capital Partners, L.P. and Butler Gonzalez LLP.
                  (incorporated herein by reference to Exhibit 10.31 of the
                  Registration Statement on Form SB-2 filed on January 2, 2004).

         10.06    Letter Agreement dated December 19, 2003 between iVoice, Inc.
                  and Jerome Mahoney. (incorporated herein by reference to
                  Exhibit 10.28 of the Registration Statement on Form SB-2\A
                  filed on February 5, 2004). Administrative Services Agreement
                  dated February 22, 2003 between iVoice, Inc. and Trey
                  Resources,

         10.07    Inc. (incorporated herein by reference to Exhibit 10.34 of the
                  Registration Statement on Form SB-2 filed on January 2, 2004).

         10.08    Consulting Services Agreement dated July 27, 2003 between
                  iVoice, Inc. and Stone Street Advisors, LLC (incorporated
                  herein by reference to Exhibit 10.6 of the Quarterly Report on
                  Form 10-Q for the quarterly period ended September 30, 2003,
                  filed with the SEC on November 14, 2003).

         10.09    Assignment Agreement dated May 24, 2005 between iVoice, Inc,
                  Cornell Capital Partners, LP and Corporate Strategies, Inc.
                  (incorporated herein by reference to Exhibit 10.1 to the
                  Current Statement on Form 8-K filed on June 3, 2005).

         10.10    Security Agreement dated May 24, 2005 between iVoice, Inc and
                  Cornell Capital Partners, LP (incorporated herein by reference
                  to Exhibit 10.2 to the Current Statement on Form 8-K filed on
                  June 27, 2005).

         10.11    Secured Promissory Note dated June 15, 2005 between iVoice,
                  Inc and Cornell Capital Partners, LP (incorporated herein by
                  reference to Exhibit 10.1 to the Current Statement on Form 8-K
                  filed on June 27, 2005).

         10.12    Consulting Services Agreement dated May 24, 2005 between
                  iVoice, Inc and Cornell Capital Partners, LP (incorporated
                  herein by reference to Exhibit 10.4 to the Current Statement
                  on Form 8-K filed on June 27, 2005).

                                       51
<PAGE>
         10.13    iVoice, Inc. 2003 Stock Incentive Plan incorporated herein by
                  reference to Exhibit 10.1 to the Form S-8 filed on November
                  21, 2003.

         10.14    iVoice, Inc. 2005 Stock Incentive Plan incorporated herein by
                  reference to Appendix A to the Schedule 14A filed on February
                  27, 2006.

         21       List of Subsidiaries*

         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.

         31.1     Certification of Chief Executive Officer and Chief Financial
                  Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002 filed
                  herein.*

         32.1     Certification of Chief Executive Officer and Chief Financial
                  Officer pursuant to 18 U.S.C. Section 32.1 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  filed herein.*
_____________

*  Filed herein




















                                       52
<PAGE>
ITEM 14. 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, 2005 and December
31, 2004 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                        2005             2004
         --------                     ----------       ----------
         Audit Fees                   $   30,000       $   19,299

         Audit - Related Fees         $    3,490               --

         Tax fees                     $    1,500       $    2,350

         All Other Fees                       --               --

         Total                        $   34,990       $   21,649



         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.









                                       53
<PAGE>
                                   SIGNATURES

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


         iVoice, Inc.


         By:    /s/ JEROME R MAHONEY                             March 30, 2006
                --------------------
                Jerome R. Mahoney
                President, Chief Executive Officer,
                Chief Financial Officer and Director





In accordance with the Exchange Act, 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                            March 30, 2006
                ---------------------
                Jerome R. Mahoney
                President, Chief Executive Officer,
                Chief Financial Officer and Director



         By:    /s/ Frank V. Esser                               March 30, 2006
                ----------------------
                Frank V. Esser
                Director










                                       54
<PAGE>
                                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.




















                                       55
<PAGE>
10.01  Letter Agreement dated January 24, 2003 between iVoice, Inc. and Mr.
       Jerome Mahoney. (incorporated herein by reference to Exhibit 10.27 to the
       Registration Statement on Form SB-2 filed on January 25, 2003).

10.02  Standby Equity Distribution Agreement dated December 31, 2003 between
       iVoice, Inc. and Cornell Capital Partners, L.P.. (incorporated herein by
       reference to Exhibit 10.28 of the Registration Statement on Form SB-2
       filed on January 2, 2004).

10.03  Registration Rights Agreement dated December 31, 2003 between iVoice,
       Inc. and Cornell Capital Partners, L.P.. (incorporated herein by
       reference to Exhibit 10.29 of the Registration Statement on Form SB-2
       filed on January 2, 2004).

10.04  Placement Agent Agreement dated December 31, 2003 between iVoice, Inc.
       and CapStone Investments. (incorporated herein by reference to Exhibit
       10.30 of the Registration Statement on Form SB-2 filed on January 2,
       2004).

10.05  Escrow Agreement dated December 31, 2003 among iVoice, Inc., Cornell
       Capital Partners, L.P. and Butler Gonzalez LLP. (incorporated herein by
       reference to Exhibit 10.31 of the Registration Statement on Form SB-2
       filed on January 2, 2004).

10.06  Letter Agreement dated December 19, 2003 between iVoice, Inc. and Jerome
       Mahoney. (incorporated herein by reference to Exhibit 10.28 of the
       Registration Statement on Form SB-2\A filed on February 5, 2004).

10.07  Administrative Services Agreement dated February 22, 2003 between iVoice,
       Inc. and Trey Resources, Inc.. (incorporated herein by reference to
       Exhibit 10.34 of the Registration Statement on Form SB-2 filed on January
       2, 2004).

10.08  Consulting Services Agreement dated July 27, 2003 between iVoice, Inc.
       and Stone Street Advisors, LLC (incorporated herein by reference to
       Exhibit 10.6 of the Quarterly Report on Form 10-Q for the quarterly
       period ended September 30, 2003, filed with the SEC on November 14,
       2003).

10.09  Assignment Agreement dated May 24, 2005 between iVoice, Inc, Cornell
       Capital Partners, LP and Corporate Strategies, Inc. (incorporated herein
       by reference to Exhibit 10.1 to the Current Statement on Form 8-K filed
       on June 3, 2005).

10.10  Security Agreement dated May 24, 2005 between iVoice, Inc and Cornell
       Capital Partners, LP (incorporated herein by reference to Exhibit 10.2 to
       the Current Statement on Form 8-K filed on June 27, 2005).

10.11  Secured Promissory Note dated June 15, 2005 between iVoice, Inc and
       Cornell Capital Partners, LP (incorporated herein by reference to Exhibit
       10.1 to the Current Statement on Form 8-K filed on June 27, 2005).

10.12  Consulting Services Agreement dated May 24, 2005 between iVoice, Inc and
       Cornell Capital Partners, LP (incorporated herein by reference to Exhibit
       10.4 to the Current Statement on Form 8-K filed on June 27, 2005).

10.13  iVoice, Inc. 2003 Stock Incentive Plan incorporated herein by reference
       to Exhibit 10.1 to the Form S-8 filed on November 21, 2003.

10.14  iVoice, Inc. 2005 Stock Incentive Plan incorporated herein by reference
       to Appendix A to the Schedule 14A filed on February 27, 2006.


                                       56
<PAGE>
21     List of Subsidiaries*

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, 2005.
       Certification of Chief Executive Officer and Chief Financial Officer
       pursuant to 18 U.S.C. Section

31.1   1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       filed herein.*

32.1   Certification of Chief Executive Officer and Chief Financial Officer
       pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
       the Sarbanes-Oxley Act of 2002 filed herein.*

________________
   *  Filed herein




























                                       57
<PAGE>



                                  IVOICE, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004

<PAGE>
                                  IVOICE, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS
                                    --------





                                                                           Page
                                                                          ------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...............   1

CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets ...............................................   2 - 3

         Statements of Operations .....................................   4

         Statements of Stockholders' Equity ...........................   5 - 8

         Statement of Accumulated Other Comprehensive Income ..........   9

         Statements of Cash Flows .....................................  10 - 12

         Notes to Financial Statements ................................  13 - 40


<PAGE>
                     BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
                200 HADDONFIELD BERLIN ROAD, GIBBSBORO, NJ 08026
                       TEL: 856.346.2828 FAX: 856.346.2882



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS' OF
IVOICE, INC.
Matawan, New Jersey

We have audited the accompanying consolidated balance sheets of iVoice, Inc. and
Subsidiary as of December 31, 2005 and 2004, and the related consolidated
statements of operations, stockholders' equity, accumulated other comprehensive
income (loss) and cash flows for the years then ended. 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 established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of iVoice, Inc. and
Subsidiary as of December 31, 2005 and 2004, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements for December 31, 2005 have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 13 to the consolidated financial statements, the Company has
incurred substantial accumulated deficits and has completed the process of
spinning out their subsidiaries. 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 13. The consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.





                                          Bagell, Josephs, Levine & Company, LLC
Gibbsboro, New Jersey
February 21, 2006



                                        1
<PAGE>
                           iVOICE, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------
<TABLE><CAPTION>
                                                               December 31,
                                                       ---------------------------
                                                           2005           2004
                                                       ------------   ------------
                                                                     (Reclassified)
<S>                                                    <C>            <C>
CURRENT ASSETS
  Cash and cash equivalents                            $ 11,001,932   $  6,763,346
  Accounts receivable, net of allowance for doubtful
   accounts of $2,700                                            --            411
  Net current assets of discontinued operations                  --      1,281,951
  Securities available for sale                             622,935        750,000
  Prepaid expenses and other current assets                 306,233         13,800
                                                       ------------   ------------

      Total current assets                               11,931,100      8,809,508
                                                       ------------   ------------


PROPERTY AND EQUIPMENT, NET
  Property and equipment of continuing operations            27,613         34,612
  Property and equipment of discontinued operations              --          4,737
                                                       ------------   ------------
      Total property and equipment                           27,613         39,349
                                                       ------------   ------------


OTHER ASSETS
  Deferred financing costs, net of accumulated
   amortization of $148,021 and $0                          105,729             --
  Net long-term assets of discontinued operations                --         14,400
  Intangible assets, net of accumulated amortization
   of $5,010 and $3,885                                     222,460        202,105
  Deposits and other assets                                   6,666          6,666
                                                       ------------   ------------

      Total other assets                                    334,855        223,171
                                                       ------------   ------------

TOTAL ASSETS                                           $ 12,293,568   $  9,072,028
                                                       ============   ============
</TABLE>



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

                                        2
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS - (Continued)



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

<TABLE><CAPTION>
                                                               December 31,
                                                       ---------------------------
                                                           2005           2004
                                                       ------------   ------------
                                                                     (Reclassified)
<S>                                                    <C>            <C>

CURRENT LIABILITIES
  Accounts payable and accrued expenses                $    808,700   $    332,138
  Due to related parties                                     47,344         11,369
  Net current liabilities of discontinued operations             --      2,482,532
  Notes payable                                             333,760        856,500
  Deferred maintenance contracts                                 --          9,320
                                                       ------------   ------------
      Total current liabilities                           1,189,804      3,691,859

LONG TERM DEBT
  Notes payable, net of current portion                   5,000,000             --
                                                       ------------   ------------

      Total liabilities                                   6,189,804      3,691,859
                                                       ------------   ------------


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY
  Preferred stock, $1 par value; Authorized shares -
    1,000,000; Issued and outstanding shares - none              --             --
  Common stock, Class A:
    2005 - no par value; Authorized 10,000,000,000
      9,994,728,373 shares issued, 9,994,128,373
      shares outstanding
    2004 - no par value; Authorized 10,000,000,000
      9,248,728,373 shares issued, 9,144,887,874
      shares outstanding                                 24,457,546     24,460,709
  Common stock, Class B:
    2005 - $.01 par value; authorized 50,000,000
      2,204,875 shares issued, 1,670,514 shares
      outstanding,
    2004 - $.01 par value; authorized 50,000,000
      2,204,875 shares issued, 1,714,180 shares
      outstanding                                            16,705             42
  Accumulated other comprehensive income                     13,097             --
  Accumulated deficit                                   (18,354,784)   (19,051,782)
  Treasury stock, 600,000 Class A shares, at cost           (28,800)       (28,800)
                                                       ------------   ------------

      Total stockholders' equity                          6,103,764      5,380,169
                                                       ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 12,293,568   $  9,072,028
                                                       ============   ============
</TABLE>



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

                                        3
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE><CAPTION>
                                                          For the Years Ended December 31,
                                                      --------------------------------------
                                                            2005                   2004
                                                      ---------------        ---------------
                                                                              (Reclassified)
<S>                                                   <C>                    <C>
SALES, NET                                            $         9,102        $         3,695

COST OF SALES                                                     627                     --
                                                      ---------------        ---------------

GROSS PROFIT                                                    8,475                  3,695
                                                      ---------------        ---------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Selling expenses                                                 --                  1,411
  General and administrative expenses                         474,714                449,627
  Amortization of financing costs                             148,021                     --
  Depreciation and amortization                                17,524                  7,594
                                                      ---------------        ---------------

      Total selling, general and administrative
      expenses                                                640,259                458,632
                                                      ---------------        ---------------

LOSS FROM CONTINUING OPERATIONS                              (631,784)              (454,937)
                                                      ---------------        ---------------

OTHER INCOME \ (EXPENSE)
  Other income                                                629,194                 75,977
  Interest expense                                           (500,540)               (14,746)
                                                      ---------------        ---------------
      Total other expense                                     128,654                 61,231
                                                      ---------------        ---------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES          (503,130)              (393,706)

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

NET LOSS FROM CONTINUING OPERATIONS                          (503,130)              (393,706)

LOSS FROM DISCONTINUED OPERATIONS
  Loss from discontinued operations                          (762,770)            (2,566,182)
                                                      ---------------        ---------------

NET LOSS APPLICABLE TO COMMON SHARES                  $    (1,265,900)       $    (2,959,888)
                                                      ===============        ===============

NET LOSS PER COMMON SHARE
  Continuing Operations:   basic                      $          (.00)       $          (.00)
                                                      ===============        ===============
  Discontinued Operations: basic                      $          (.00)       $          (.00)
                                                      ===============        ===============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Continuing Operations:   basic                        9,903,231,810          7,241,555,781
                                                      ===============        ===============
  Discontinued Operations: basic                        9,903,231,810          7,241,555,781
                                                      ===============        ===============
</TABLE>


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

                                        4
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004



<TABLE><CAPTION>
                                                            Common Stock Class A              Common Stock Class B
                                                        ------------------------------    ------------------------------
                                                           Shares           Amount           Shares           Amount
                                                        -------------    -------------    -------------    -------------
<S>                                                     <C>              <C>              <C>              <C>
Balance at January 1, 2004                              4,719,208,096    $  19,954,737        1,799,875    $         127

Issuance of common stock for services                      37,931,034          110,000               --               --

Issuance of common stock for fees associated with
the Equity Line of Credit with Cornell Capital            306,060,606        1,010,000               --               --

Issuance of common stock for repayment of
outstanding notes payable                               2,559,317,803        3,000,000               --               --

Issuance of common stock for interest                      75,682,200           37,841               --               --

Issuance of common stock for directors fees                14,178,571           12,818               --               --

Issuance of common stock for payment of legal
services related to patent applications                    27,509,564           52,978               --               --

Issuance of stock on conversion of Class B shares       1,405,000,000               85          (85,695)             (85)

Spin-off of Trey Resources to shareholders                         --          282,250               --               --

Net loss for the year ended December 31, 2004
from continuing operations                                         --               --               --               --

Net loss for the year ended December 31, 2004
from discontinued operations                                       --               --               --               --
                                                        -------------    -------------    -------------    -------------

Balance at December 31, 2004                            9,144,887,874    $  24,460,709        1,714,180    $          42
                                                        =============    =============    =============    =============
</TABLE>






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

                                        5
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004



<TABLE><CAPTION>
                                                                                           Accumulated        Total
                                                                          Accumulated     Comprehensive    Stockholders'
                                                          Treasury          Deficit          Income           Equity
                                                            Stock        (Reclassified)     (Losses)       (Reclassified)
                                                        -------------    -------------    -------------    -------------
<S>                                                     <C>              <C>              <C>              <C>
Balance at January 1, 2004                              $     (28,800)   $ (16,493,071)   $          --    $   3,432,993

Issuance of common stock for services                              --               --               --          110,000

Issuance of common stock for fees associated with
the Equity Line of Credit with Cornell Capital                     --               --               --        1,010,000

Issuance of common stock for repayment of
outstanding notes payable                                          --               --               --        3,000,000

Issuance of common stock for interest                              --               --               --           37,841

Issuance of common stock for directors fees                        --               --               --           12,818

Issuance of common stock for payment of legal
services related to patent applications                            --               --               --           52,978

Issuance of stock on conversion of Class B shares                  --               --               --               --

Spin-off of Trey Resources to shareholders                         --          401,177               --          683,427

Net loss for the year ended December 31, 2004
from continuing operations                                         --         (393,706)              --         (393,706)

Net loss for the year ended December 31, 2004
from discontinued operations                                       --       (2,566,182)              --       (2,566,182)
                                                        -------------    -------------    -------------    -------------

Balance at December 31, 2004                            $     (28,800)   $ (19,051,782)   $          --    $   5,380,169
                                                        =============    =============    =============    =============
</TABLE>






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

                                        6
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004



<TABLE><CAPTION>
                                                            Common Stock Class A              Common Stock Class B
                                                        ------------------------------    ------------------------------
                                                           Shares           Amount           Shares           Amount
                                                        -------------    -------------    -------------    -------------
<S>                                                     <C>              <C>              <C>              <C>
Balance at January 1, 2005                              9,144,887,874    $  24,460,709        1,714,180    $          42

Issuance of common stock to replace negative
escrow                                                    103,840,499               --               --               --

Issuance of common stock for payment of legal
services related to patent applications                    30,000,000           13,500               --               --

Issuance of stock on conversion of Class B shares         716,000,000               38          (43,666)             (38)

Unrealized gain on securities available for sale                   --               --               --               --

Spin-off of subsidiaries to shareholders                           --               --               --               --

Adjustment for change in par value                                 --          (16,701)              --           16,701

Net loss for the year ended December 31, 2005
from continuing operations                                         --               --               --               --

Net loss for the year ended December 31, 2005
from discontinued operations                                       --               --               --               --
                                                        -------------    -------------    -------------    -------------

Balance at December 31, 2005                            9,994,728,373    $  24,457,546        1,670,514    $      16,705
                                                        =============    =============    =============    =============
</TABLE>





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

                                        7
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004



<TABLE><CAPTION>
                                                                                           Accumulated        Total
                                                                          Accumulated     Comprehensive    Stockholders'
                                                           Treasury         Deficit          Income           Equity
                                                            Stock        (Reclassified)     (Losses)       (Reclassified)
                                                        -------------    -------------    -------------    -------------
<S>                                                     <C>              <C>              <C>              <C>
Balance at January 1, 2005                              $     (28,800)   $ (19,051,782)   $          --    $   5,380,169

Issuance of common stock to replace negative
escrow                                                             --               --               --               --

Issuance of common stock for payment of legal
services related to patent applications                            --               --               --           13,500

Issuance of stock on conversion of Class B shares                  --               --               --               --

Unrealized gain on securities available for sale                   --               --           13,097           13,097

Spin-off of subsidiaries to shareholders                           --        1,962,898               --        1,962,898

Adjustment for change in par value                                 --               --               --               --

Net loss for the year ended December 31, 2005
from continuing operations                                         --         (503,130)              --         (503,130)

Net loss for the year ended December 31, 2005
from discontinued operations                                       --         (762,770)              --         (762,770)
                                                        -------------    -------------    -------------    -------------

Balance at December 31, 2005                            $     (28,800)   $ (18,354,784)   $      13,097    $   6,103,764
                                                        =============    =============    =============    =============
</TABLE>






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

                                        8
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
        CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004




<TABLE><CAPTION>
                                                      Accumulated Other
                                                        Comprehensive
                                                        Income (Loss)
                                                        -------------
<S>                                                     <C>
Balance at January 1, 2004                              $          --

Net transactions for the year ended December 31, 2004              --
                                                        -------------
Balance at December 31, 2004                                       --

Unrealized gain on securities available for sale               13,097
                                                        -------------
Balance at December 31, 2005                            $      13,097
                                                        =============
</TABLE>





















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

                                        9
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE><CAPTION>
                                                                                For the Years Ended
                                                                                    December 31,
                                                                            ----------------------------
                                                                                2005            2004
                                                                            ------------    ------------
                                                                                           (reclassified)
<S>                                                                         <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss from continuing operations                                      $   (503,130)   $   (393,706)
   Adjustments to reconcile net loss to net cash provided by (used in)
      operating activities
   Depreciation and amortization                                                  17,524           2,548
   Amortization of prepaid financing costs                                       148,021              --
   Dividend income on securities available for sale                             (301,197)             --
   Receipt of securities available for sale for settlement of receivables        (64,891)             --
   Loss on exchange of securities available for sale                               6,250              --
   Common stock issued for legal services                                             --         110,000
   Common stock issued for patent services                                        13,500          52,978
   Changes in certain assets and liabilities:
      Accounts receivable                                                            411            (411)
      Prepaid and other current assets                                           (38,683)        165,984
      Accounts payable and accrued expenses                                      476,562           5,147
      Deferred maintenance contracts                                              (9,320)          9,320
      Related party accounts                                                      35,975          11,369
                                                                            ------------    ------------

   Total (cash used) in operating activities of continuing operations           (218,978)        (36,771)
                                                                            ------------    ------------

   Net loss from discontinued operations                                        (762,770)     (2,566,182)
   Net effect on cash flow from spin-off of subsidiaries                       1,299,920         (39,040)
   Adjustments to reconcile total cash used in discontinued operations                --       1,231,181
                                                                            ------------    ------------

   Total cash provided by (used in) operating activities of discontinued
      operations                                                                 537,150      (1,374,041)
                                                                            ------------    ------------

      Total cash provided by (used in) operating activities                      318,172      (1,410,812)
                                                                            ------------    ------------
</TABLE>



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

                                       10
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



<TABLE><CAPTION>
                                                                                For the Years Ended
                                                                                    December 31,
                                                                            ----------------------------
                                                                                2005            2004
                                                                            ------------    ------------
                                                                                           (reclassified)
<S>                                                                         <C>             <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                             (9,400)         (6,021)
   Investment in securities available for sale                                        --        (750,000)
   Proceeds from dispositions in securities available for sale                   500,000              --
   Purchase of intangibles                                                       (21,480)        (72,184)
                                                                            ------------    ------------
   Total cash provided by (used in) investing activities from continuing
   operations                                                                    469,120        (828,205)
                                                                            ------------    ------------
   Adjustments to reconcile total cash provided by investing activities
   from discontinued operations                                                   19,137          59,263
                                                                            ------------    ------------

   Total cash provided by (used in) investing activities                         488,257        (768,942)
                                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock for repayment of notes payable                            --       3,037,841
   Prepaid offering and debt issue costs                                        (507,500)             --
   Gross proceeds from notes payable                                           5,000,000       5,650,000
   Repayment of notes payable                                                   (522,740)     (4,793,500)
                                                                            ------------    ------------

   Total cash provided by financing activities from continuing operations      3,969,760       3,894,341
                                                                            ------------    ------------

   Adjustments to reconcile total cash (used in) provided by financing
   activities from discontinued operations                                    (1,760,000)      1,760,000
                                                                            ------------    ------------

   Total cash provided by financing activities                                 2,209,760       5,654,341
                                                                            ------------    ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                      3,016,189       3,474,587

CASH AND EQUIVALENTS - Beginning of year - Continuing Operations               6,763,346       4,506,608
                                                                            ------------    ------------
CASH AND EQUIVALENTS - Beginning of year - Discontinued Operations             1,222,397           4,548
                                                                            ------------    ------------


CASH AND EQUIVALENTS - END OF YEAR - Continuing Operations                  $ 11,001,932    $  6,763,346
                                                                            ============    ============
CASH AND EQUIVALENTS - END OF YEAR - Discontinued Operations                $         --    $  1,222,397
                                                                            ============    ============

CASH PAID DURING THE YEAR FOR:
   Interest expense                                                         $         --    $        640
                                                                            ============    ============
   Income taxes                                                             $         --    $         --
                                                                            ============    ============
</TABLE>



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

                                       11
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

During the year ended December 31, 2005, the Company:

a)     On January 11, 2005, the Company issued 103,840,499 shares of Class A
       common stock to Cornell Capital Partners for amounts that were due for
       repayment of principal on outstanding notes payable at December 31, 2004.

b)     On April 5, 2005, the Company issued 30,000,000 shares of Class A common
       stock for legal services related to patent applications valued at
       $13,500.

c)     During the year ended December 31, 2005, the Company issued 716,000,000
       shares of Class A common stock to Jerome Mahoney on conversion of 43,666
       shares of Class B common stock pursuit to the terms of his promissory
       note.

d)     The Company received a stock dividend from NuWave Technology in the
       amount of $301,197 for the shares owned in Health Express, USA.


During the year ended December 31, 2004, the Company:

a)     During the year ended December 31, 2004, the Company issued 306,060,606
       shares of Class A common stock for fees associated with the Equity Line
       of Credit with Cornell Capital valued at $1,010,000.

b)     During the year ended December 31, 2004, the Company issued 2,663,158,299
       shares of Class A common stock with a total value of $3,000,000 for
       repayment of principal on outstanding notes payable, issued as advances
       on the equity line financing with Cornell Capital Partners, LP.

c)     During the year ended December 31, 2004, the Company issued 75,682,200
       shares of Class A common stock with a total value of $37,841 for interest
       due on the equity line financing with Cornell Capital Partners, LP.

d)     During the year ended December 31, 2004, the Company issued 14,178,571
       shares of Class A common stock for directors fees valued at $12,818.

e)     During the year ended December 31, 2004, the Company issued 27,509,564
       shares of Class A common stock for legal services related to patent
       applications valued at $52,978.

f)     During the year ended December 31, 2004, the Company issued 37,931,034
       shares of Class A common stock for legal services valued at $110,000.

g)     Due to timing of the year end, 103,840,496 shares of Class A common stock
       were issued to Cornell Capital Partners, but were not outstanding at
       December 31, 2004. The aggregate shares outstanding at December 31, 2004
       reflect this adjustment.

h)     During the year ended December 31, 2004, the Company issued 1,405,000,000
       shares of Class A common stock to Jerome Mahoney on conversion of 85,695
       shares of Class B common stock pursuit to the terms of his promissory
       note.


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

                                       12
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

a)     Basis of Presentation
       ---------------------
       The accompanying consolidated financial statements include the accounts
       of iVoice, Inc. (the "Company" or "iVoice"), and its wholly owned
       subsidiaries. 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. In this transaction, which took place by means of a short-form
       merger, with ThirdCAI's name being changed to iVoice.com, Inc. The
       purpose of this transaction was to enable the Company's business to be
       conducted by a reporting company, as pursuant to the "eligibility rule"
       adopted by the National Association of Securities Dealers, Inc., or
       "NASD," as only reporting companies may continue to have stock quoted on
       the OTC Bulletin Board.

       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 September 2003, the Company announced its intention to distribute to
       its stockholders shares of Class A common stock of Trey Resources, Inc.,
       one of the Company's subsidiaries, and its Automated Reminder business,
       upon the effectiveness of required Securities and Exchange Commission
       filings and final approval by the iVoice Board of Directors of the terms
       and conditions of the proposed distribution, as described in the
       registration statement on Form SB-2 of Trey Resources, initially filed
       with the Securities and Exchange Commission on October 3, 2003. Effective
       with the spin-off of Trey Resources on February 11, 2004, Trey Resources
       now owns and operates the Automatic Reminder software business as an
       independent publicly traded entity following this distribution.


                                       13
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------

       On April 28, 2004 iVoice formed a new wholly owned subsidiary, iVoice
       Technology, Inc. in the State of Nevada. Thereafter, iVoice formed two
       additional wholly owned subsidiaries on August 3, 2004, iVoice Technology
       2, Inc. and iVoice Technology 3, Inc. Subsequent to the formation of
       these three subsidiaries in Nevada, it came to the attention of the
       Company that the filing fees in Nevada were excessive for companies with
       a large number of authorized common stock shares. Therefore, on November
       10, 2004, the Company formed three new wholly owned subsidiaries, iVoice
       Technology, Inc. ("iVoice Technology"), Deep Field Technology, Inc., and
       SpeedSwitch, Inc in the State of New Jersey. However, an error occurred
       in the initial filings with the State of New Jersey, and amendments to
       the Certificate of Incorporation were filed changing the name of Deep
       Field Technology, Inc. to Deep Field Technologies, Inc. ("Deep Field")
       and SpeedSwitch, Inc. to SpeechSwitch, Inc. ("SpeechSwitch"). All
       obligations of the initial Nevada subsidiaries, iVoice Technology, Inc.,
       iVoice Technology 2, Inc. and iVoice Technology 3, Inc., have been
       assigned and assumed by the respective New Jersey subsidiary counterpart,
       iVoice Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch,
       Inc., with the consent of the other contracting parties. iVoice has
       dissolved the Nevada subsidiaries.

       On May 24, 2004, the Company dissolved its wholly owned subsidiary iVoice
       Acquisition 2, Inc. in the state of Delaware. This was an inactive
       subsidiary.

       In September 2004 and November 2004, the Company announced its intention
       to distribute to its stockholders, in the form of a special dividend,
       shares of Class A Common Stock of its three wholly owned subsidiaries,
       iVoice Technology, Deep Field and SpeechSwitch (the "Spin-off"). The
       Company announced on July 21, 2005, that the Board of Directors set a
       record date for the previously announced spin-off of its three wholly
       owned subsidiaries. Shareholders of record on July 29, 2005 were entitled
       to receive the special dividend. The special dividend was distributed on
       August 5, 2005.

       Holders of iVoice Class A Common Stock, other than affiliates of iVoice,
       received one share of Class A Common Stock of each of iVoice Technology,
       Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. for every 988
       shares of iVoice common stock that they held. Holders of less than 988
       shares of iVoice common stock received one share of iVoice Technology,
       Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. Class A common
       stock. All of the outstanding shares of Class B Common Stock (including
       convertible debt into such shares) of iVoice Technology, Inc., Deep Field
       Technologies, Inc. and SpeechSwitch, Inc. will be beneficially owned by
       affiliates of iVoice, Inc. or iVoice Technology, Inc., Deep Field
       Technologies, Inc. and SpeechSwitch, Inc.




                                       14
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------

       In May 2005, iVoice formed a new wholly owned subsidiary, iVoice
       Acquisition Corporation in the State of New Jersey. This subsidiary will
       be used in the future for potential acquisitions made by the parent.

       As part of the Spin-off, the Company transferred certain of its assets
       and related liabilities to iVoice Technology, Deep Field and SpeechSwitch
       immediately prior to the distribution. The consolidated financial
       statements for the year ended December 31, 2005 include reclassifications
       of the operations of the subsidiaries to reflect the disposal of the
       three businesses. In addition, the consolidated financial statements for
       the year ended December 31, 2004 reflect the reclassification of the
       operations to below the line as discontinued operations in accordance
       with the provisions of Statements of Financial Accounting Standards (FAS)
       144, "Accounting for the Impairment or Disposal of Long Lived Assets".

       The Company is publicly traded and is currently traded on the Over The
       Counter Bulletin Board ("OTCBB") under the symbol "IVOC".

b)     Principles of Consolidation
       ---------------------------
       The accompanying consolidated financial statements include the accounts
       of the Company and its subsidiaries iVoice Technology, Inc., Deep Field
       Technologies, Inc., SpeechSwitch, Inc., iVoice Acquisition Corp and Trey
       Resources, Inc. On February 13, 2004, Trey Resources was distributed to
       iVoice shareholders through a spin-off transaction. On August 5, 2005,
       iVoice Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch,
       Inc. were distributed to iVoice shareholders through spin-off
       transactions. The Statements of Operations and Cash Flows for the year
       ended December 31, 2005, reflect the results of iVoice Technology, Deep
       Field and SpeechSwitch as discontinued operations through August 5, 2005.
       The Statements of Operations and Cash Flows for the year ended December
       31, 2004, reflect the results of Trey Resources as discontinued
       operations through February 11, 2004. The Statements of Operations and
       Cash Flows for the year ended December 31, 2004 have also been
       reclassified to reflect iVoice Technology, Deep Field Technologies and
       SpeechSwitch as discontinued operations. All significant inter-company
       transactions and balances have been eliminated in consolidation.

c)     Line of Business
       ----------------
       The Company is a communication company primarily engaged in the
       development, manufacturing and marketing of voice recognition and
       computerized telephony systems for small-to-medium sized businesses and
       corporate departments. The Company's technology allows businesses to
       communicate more efficiently and effectively by integrating speech
       recognition into their traditional office telephone systems with
       voicemail, automated attendant and Interactive Voice Response ("IVR")
       functions. IVR products allow information in PC databases to be accessed
       from a standard touch-tone telephone system.


                                       15
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------

       The Company is also actively pursuing patent applications which are
       pending. These applications include various versions of the "Wirelessly
       Loaded Speaking Medicine Container" which is also filed international,
       "iVoice Speech Enabled Name Dialer", the "Voice Activated Voice Operated
       Copier", the "Voice Activated Voice Operational Universal Remote
       Control", the "Product Location Method Utilizing Product Bar and
       Product-Situated, Aisle-Identifying Bar Code", "Product Location Method
       Utilizing Bar Code and Aisle-Situated, Aisle-Identifying Bar Code",
       "Product Location Method Utilizing Bar Code and Product-Situated, Aisle-
       Identifying Bar Code", "Wireless Methodology for Talking Consumer
       Products" which is also filed international, and "Product Identifier and
       Receive Spoken Instructions."

       The Company sells its products directly to business customers and through
       Dealer and Reseller channels throughout the United States.

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

e)     Revenue Recognition
       -------------------
       The Company obtains its income primarily from the sale of its voice
       recognition and computer technology communication systems upon delivery.
       The Company recognizes revenue from support services at the time the
       service is performed or over the period of the contract for maintenance
       or support.

f)     Advertising Costs
       -----------------
       Advertising costs are expensed as incurred and are included in selling
       expenses. For the years ended December 31, 2005 and 2004, the Company
       incurred $6,229 and $7,025, respectively, in advertising costs. These
       costs were included in the discontinued operations prior to being
       spun-off by the Company.





                                       16
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------

g)     Cash and Cash Equivalents
       -------------------------
       The Company considers all highly liquid investments purchased with
       original maturities of three months or less to be cash equivalents. The
       Company had cash equivalents at December 31, 2005 and 2004 of $10,901,874
       and $6,000,000, respectively. The cash equivalents represent investments
       in Triple A credit rated money market funds that have 7 day auction rates
       competitive with current market conditions.

       The Company maintains cash balances at a financial institution that are
       insured by the Federal Deposit Insurance Corporation up to $100,000. The
       Company has uninsured cash balances at December 31, 2005 and 2004 of
       $19,643 and $668,040, respectively.

h)     Marketable Securities
       ---------------------
       The Company has evaluated its investment policies consistent with FAS No.
       115, Accounting for Certain Investments in Debt and Equity 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 under the caption Accumulated Other Comprehensive Income (Loss).

i)     Concentration of Credit Risk
       ----------------------------
       The Company places its cash in what it believes to be credit-worthy
       financial institutions. However, cash balances exceeded FDIC insured
       levels at various times during the year. The Company has uninsured cash
       balances at December 31, 2005 and 2004 of $19,643 and $668,040,
       respectively.

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)     Software License Cost
       ---------------------
       Software license costs are recorded at cost, which approximates fair
       market value as of the date of purchase. These costs represent the
       purchase of various exploitation rights to certain software,
       pre-developed codes and systems patented by a non-related third party.
       These costs are capitalized pursuant to FAS No. 86, "Accounting for the
       Costs of Computer Software to be Sold, Leased or Otherwise Marketed", and
       are being amortized using the straight-line method over a period of five
       years. As described later in Note 1, the Company has adopted FAS No. 144.
       The carrying value of software license costs are regularly reviewed by
       the Company and a loss would be recognized if the value of the estimated
       un-discounted cash flow benefit related to the asset falls below the
       unamortized cost. The remaining unamortized cost was written off in 2004.



                                       17
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------

l)     Income Taxes
       ------------
       The Company accounts for income taxes in accordance with FAS No. 109,
       "Accounting for 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)     Financing Costs
       ---------------
       Financing costs consist primarily of professional fees and various paid
       commissions relating to the issuance of the Company's convertible
       debentures and equity credit lines. These costs are deferred and
       amortized over the term of the underlying security.

n)     Debt Issue Costs
       ----------------
       Debt issue costs represent the estimated cost of the conversion discount
       feature relating to the issuance of the Company's convertible debentures.
       In previous years, these costs were amortized and charged to interest
       expense over the life of the debt. During the year ended December 31,
       2001, the Company changed its method of accounting for these costs and
       charged to expense the fair value of the beneficial conversion features
       of the convertible debt as measured at the date of issuance in accordance
       with Emerging Issues Task Force (EITF) Issue 98-5. The switch to this
       method of accounting did not have a material affect on the Company's
       financial statements.

o)     Fair Value of Financial Instruments
       -----------------------------------
       The Company estimates that the fair value of all financial instruments at
       December 31, 2005 and 2004, as defined in FAS 107, does not differ
       materially 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.

p)     Long-Lived Assets
       -----------------
       FAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
       Long-Lived Assets to be Disposed of," requires that long-lived assets and
       certain identifiable intangibles to be held and used or disposed of by an
       entity be reviewed for impairment whenever events or changes in
       circumstances indicate that the carrying amount of an asset may not be
       recoverable. The Company has adopted this statement and determined that
       an impairment loss should not be recognized for applicable assets of
       continuing operations.


                                       18
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------

q)     Earnings (Loss) Per Common Share
       --------------------------------
       FAS No. 128, "Earnings Per Share" requires presentation of basic earnings
       per share ("basic EPS") and diluted earnings per share ("diluted EPS").

       The computation of basic 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:

                                                     As of December 31,
                                             ---------------------------------
                                                  2005                2004
                                             -------------       -------------
       Basic and Diluted EPS Purposes        9,903,231,810       7,241,555,781
                                             =============       =============

       The company had common stock equivalents of 998,260 and 6,488,260 at
       December 31, 2005 and 2004, respectively.

r)     Comprehensive Income
       --------------------
       FAS No. 130, "Reporting Comprehensive Income", establishes standards for
       the reporting and display of comprehensive income and its components in
       the financial statements. The items of other comprehensive income that
       are typically required to be displayed are foreign currency items,
       minimum pension liability adjustments, and unrealized gains and losses on
       certain investments in debt and equity securities. As of December 31,
       2005, the Company has several items that represent comprehensive income,
       and thus, have included a statement of comprehensive income.

s)     Reclassification of accounts in the prior period financial statements
       ---------------------------------------------------------------------
       The Company has reclassified certain accounts in the balance sheet,
       statements of operations and statements of cash flows for the years ended
       December 31, 2005 and 2004, respectively, to reflect the Spin-off of the
       three wholly owned subsidiaries, iVoice Technology, Inc., Deep Field
       Technologies, Inc. and SpeechSwitch, Inc. The statements reflect the
       reclassification of these operations to below the line as discontinued
       operations in accordance with the provisions of FAS No. 144, "Accounting
       for the Impairment or Disposal of Long Lived Assets". There has been no
       effect on Net Income (Loss).


                                       19
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------

t)     Recent Accounting Pronouncements
       --------------------------------
       In December 2004, the FASB issued Financial Accounting Standards No. 123
       (revised 2004) (FAS 123R), "Share-Based Payment." FAS 123R replaces FAS
       No. 123, "Accounting for Stock-Based Compensation," and supersedes APB
       Opinion No. 25, "Accounting for Stock Issued to Employees." FAS 123R
       requires compensation expense related to share-based payment
       transactions, measured as the fair value at the grant date, to be
       recognized in the financial statements over the period that an employee
       provides service in exchange for the award. The Company intends to adopt
       FAS 123R using the "modified prospective" transition method, as defined
       in FAS 123R. Under the modified prospective method, companies are
       required to record compensation cost prospectively for the unvested
       portion, as of the date of adoption, of previously issued and outstanding
       awards over the remaining vesting period of such awards. FAS 123R is
       effective January 1, 2006. The Company does not expect FAS 123R to have a
       material impact on its results or financial statements.

       FAS No. 131, "Disclosure About Segments of an Enterprise and Related
       Information" requires that a public company report financial and
       descriptive information about its reportable operating segments. It also
       requires that an enterprise report certain information about its products
       and services, the geographic areas in which they operate and their major
       customers. In determining the requirements of this pronouncement,
       Management believes that there is no materially reportable segment
       information with respect to the Company's operations and does not provide
       any segment information regarding products and services, major customers,
       and the material countries in which the Company holds assets and reports
       revenue.

       On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
       Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,
       Accounting for Non-monetary Transactions ("FAS 153"). This statement
       amends APB Opinion 29 to eliminate the exception for non-monetary
       exchanges of similar productive assets and replaces it with a general
       exception for exchanges of non-monetary assets that do not have
       commercial substance. Under FAS 153, if a non-monetary exchange of
       similar productive assets meets a commercial-substance criterion and fair
       value is determinable, the transaction must be accounted for at fair
       value resulting in recognition of any gain or loss. FAS153 is effective
       for non-monetary transactions in fiscal periods that begin after June 15,
       2005. The Company does not anticipate that the implementation of this
       standard will have a material impact on its financial position, results
       of operations or cash flows.



                                       20
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 2  - DISCONTINUED OPERATIONS
---------------------------------

       On February 13, 2004, iVoice completed the previously announced
       distribution of Trey Resources through the issuance of one share of Trey
       Resources, Inc. Class A common stock for every 1,793 shares of iVoice
       Class A common stock held on the record date of February 9, 2004.

       The summarized results of operations for the year ended December 31, 2004
       are as follows:

                                                                   Through
                                                                 Feb 11, 2004
                                                                  ----------
       Revenues                                                   $       --
       Cost of Revenues                                                   --
                                                                  ----------
       Gross profit                                                       --
       Operating Expenses                                             25,939
                                                                  ----------
       Operating Loss                                                (25,939)
       Other expense                                                     805
       Provision for income taxes                                         --
                                                                  ----------
       Net Loss                                                   $  (26,744)
                                                                  ==========

       On August 5, 2005, iVoice completed the previously announced distribution
       of iVoice Technology, Inc., Deep Field Technologies, Inc. and
       SpeechSwitch, Inc. through the issuance of one share of each company's
       Class A common stock for every 988 shares of iVoice Class A common stock
       held on the record date of July 29, 2005.

       The summarized results of operations for the years ended December 31,
       2005 and 2004 are as follows:

                                                 Through
                                                Aug 5, 2005     Dec 31, 2004
                                               ------------     ------------
       Revenues                                $    129,303     $    354,680
       Cost of Revenues                              31,979          112,660
                                               ------------     ------------
       Gross profit                                  97,324          242,020
       Operating Expenses                           699,035        1,470,011
                                               ------------     ------------
       Operating Loss                              (601,711)      (1,227,991)
       Other expense                                161,059        1,311,447
       Provision for income taxes                        --               --
                                               ------------     ------------
       Net Loss                                $   (762,770)    $ (2,539,438)
                                               ============     ============





                                       21
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 2  - DISCONTINUED OPERATIONS (CONTINUED)
---------------------------------

       The summarized components of assets and liabilities associated with the
       discontinued operations for the years ended December 31, 2005 and 2004
       are as follows:

                                                     Through
                                                    Aug 5, 2005   Dec 31, 2004
                                                   ------------   ------------
       Cash                                        $  1,249,397   $  1,222,397
       Accounts receivable                               15,784         54,355
       Inventory, net                                     1,082          5,199
       Property and equipment, net                        1,928          4,737
       Intangible assets, net                            13,720         14,400
                                                   ------------   ------------
       Total assets                                $  1,281,967   $  1,301,088
                                                   ============   ============

       Accounts payable and accrued expenses       $    173,935   $    118,365
       Convertible debentures                         2,200,000      1,760,000
       Deferred maintenance contracts                    17,597         34,167
       Due to related parties                           853,333        570,000
       Stockholder's equity                          (1,962,898)    (1,181,444)
                                                   ------------   ------------
       Total liabilities and stockholders' equity  $  1,281,967   $  1,301,088
                                                   ============   ============


NOTE 3 - PROPERTY AND EQUIPMENT

       Property and equipment is summarized as follows:

                                                           December 31,
                                                   ---------------------------
                                                       2005           2004
                                                   ------------   ------------
       Equipment                                   $     84,743   $     75,343
       Leasehold improvements                            11,454         11,454
       Furniture and fixtures                           123,519        123,519
                                                   ------------   ------------
                                                        219,716        210,316
       Less: Accumulated depreciation                   192,103        175,704
                                                   ------------   ------------
       Property and equipment, continuing
       operations                                        27,613         34,612

       Property and equipment, discontinued
       operations                                            --          4,737
                                                   ------------   ------------
          Property and equipment, net              $     27,613   $     39,349
                                                   ============   ============

       Depreciation expense for the years ended December 31, 2005 and 2004 was
       $16,399 and $1,423, respectively, from continuing operations.


                                       22
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 4 - SECURITIES AVAILABLE FOR SALE
--------------------------------------

       On June 24, 2004, iVoice had invested $750,000 in Corporate Strategies in
       the form of 7.5 million shares of Class A Common Stock and a $500,000 5%
       secured convertible debenture, which was assigned to Cornell Capital
       Partners LP in May 2005. Corporate Strategies, located in Houston, Texas,
       provides merchant banking and diversified financial services involving
       accounts receivable factoring, mortgage lending, oil and gas investments
       and assorted other financial transactions.

       On May 16, 2005, the Company terminated its administrative services
       agreement with Trey and the Company agreed to accept the assignment of 10
       million shares of Laser Energetics Class A Common Stock as settlement of
       all Administrative Fees owed by Trey. The value of the exchanged
       securities was determined to be $64,891.

       On August 30, 2005, iVoice received a special dividend from Corporate
       Strategies in the form of 4,408 shares Series A Convertible Preferred
       Stock of Health Express USA, Inc with a market value of $300,846, based
       on the current trading price on the underlying common stock. On October
       13, 2005, iVoice received an additional 3 shares Series A Convertible
       Preferred Stock of Health Express USA, Inc with a market value of $351.
       Each of these shares are convertible in 19,500 shares of Health Express
       USA common stock one year from the issue date.

       On August 31, 2005, following the reverse merger of Corporate Strategies
       into Nuwave Technologies, Inc., the Company received 3,750,000 shares of
       Nuwave Technologies Common Stock in exchange for the 7,500,000 shares of
       Corporate Strategies Class A Common Stock. The market value of Nuwave on
       the date of transfer was $243,750 as compared to the carrying value of
       $250,000 for our Corporate Strategies stock, so we wrote down the value
       by $6,250.

       As of December 31, 2005 and 2004, the aggregate value of the Securities
       Available for Sale was $622,935 and $750,000, respectively. The gross
       unrealized gain on marketable securities at December 31, 2005 and 2004
       was $13,097 and $0, respectively.


NOTE 5 - GOODWILL AND INTANGIBLES
---------------------------------

       In May 2003 and December 2003, the Company was issued two patents by the
       U.S Patent and Trademark Office for its Speech-Enabled Automatic
       Telephone Dialer. In October 26, 2004 iVoice announced it has received
       United States Patent 6,813,341 for a patent for Speech Enabled Voice
       Activated/Voice Responsive Item Locator. The patents expire 20 years from
       the date of the original patent filings. All accumulated costs incurred
       with respect to the Company's patent filings have been capitalized. Costs
       related specifically to the awarded patents are now being amortized on a
       straight-line basis over the life of the patents. All capitalized
       intangibles have been reviewed for impairment at December 31, 2005. In
       doing so, management has determined that no write-down for impairment is
       required.

                                       23
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 5 - GOODWILL AND INTANGIBLES (CONTINUED)
---------------------------------

       Under FAS No. 142, "Goodwill and Other Intangible Assets", goodwill and
       other intangible assets are tested for impairment under certain
       circumstances, and written off when impaired, rather than being amortized
       as previous standards require.

       Following the spin-off of the three subsidiaries, the total intangible
       assets, consisting of costs associated with the Company's patent
       applications amounted to $227,470 less accumulated amortization of $5,010
       at December 31, 2005. At December 31, 2004, intangible assets totaled
       $205,990 net of accumulated amortization of $3,885.


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

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

                                                          December 31,
                                                  ----------------------------
                                                      2005            2004
                                                  ------------    ------------
       Federal 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, 2005 and 2004, the Company had net operating loss
       carry forwards of approximately $18,000,000 and $16,700,000, respectively
       that can be utilized to offset future taxable income for Federal income
       tax purposes through 2025. 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.


                                       24
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


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

       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 31,
                                                   ---------------------------
                                                       2005           2004
                                                   ------------   ------------
       Deferred tax assets                         $  6,120,000   $  5,678,000
       Less:  Valuation allowance                    (6,120,000)    (5,678,000)
                                                   ------------   ------------
       Net deferred tax assets                     $         --   $         --
                                                   ============   ============

       Net operating loss carry forwards expire starting in 2017 through 2025.


NOTE 7 - CONVERTIBLE DEBENTURES
-------------------------------

       In January 2003, the Company, through its Trey Resources, Inc.
       subsidiary, entered into a subscription agreement with certain purchasers
       to issue $250,000 in convertible debentures, with interest payable at 5%
       per annum. The notes are convertible into the Company's Class A common
       stock at a price equal to either (a) an amount equal to one hundred
       twenty percent (120%) of the closing bid price for the Common Stock on
       the Closing Date, or (b) an amount equal to eighty percent (80%) of the
       average of the four (4) lowest Closing Bid Prices of the Common Stock for
       the five (5) trading days immediately preceding the Conversion Date. At
       December 31, 2003, a total of $140,000 in debenture proceeds has been
       received so far and is outstanding as of that date. In 2004, the
       debentures were part of the spin-off of Trey and no longer appear on the
       books of iVoice.

       In order to provide necessary working capital for iVoice Technology, Inc.
       ("iVoice Technology"), in August 2004, iVoice Technology entered into a
       subscription agreement with certain purchasers to issue $560,000 in
       convertible debentures, with interest payable at 5.0 % per annum with an
       option to issue an additional $140,000 of secured Convertible Debentures
       based on the effectiveness of the registration statement. On February 25,
       2005, convertible notes equal in principal to $700,000 were terminated
       and replaced with secured promissory notes of the same value.

       In order to provide necessary working capital for Deep Field
       Technologies, Inc. ("Deep Field"), in August 2004, Deep Field entered
       into a subscription agreement with certain purchasers to issue $200,000
       in convertible debentures, with interest payable at 5.0 % per annum with
       an option to issue an additional $300,000 of secured Convertible
       Debentures based on the effectiveness of the registration statement. In
       November 2004, an additional $200,000 was issued against the option for a
       total of $400,000. On February 25, 2005, convertible notes equal in
       principal to $500,000 were terminated and replaced with secured
       promissory notes of the same value.


                                       25
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 7 - CONVERTIBLE DEBENTURES (CONTINUED)
-------------------------------

       In order to provide necessary working capital for SpeechSwitch, Inc.
       ("SpeechSwitch"), in August 2004, SpeechSwitch entered into a
       subscription agreement with certain purchasers to issue $400,000 in
       convertible debentures, with interest payable at 5.0 % per annum with an
       option to issue an additional $600,000 of secured Convertible Debentures
       based on the effectiveness of the registration statement. In November
       2004, an additional $400,000 was issued against the option for a total of
       $800,000. On February 25, 2005, convertible notes equal in principal to
       $1 million were terminated and replaced with secured promissory notes of
       the same value.

       At December 31, 2005 and 2004, the principal balance of the convertible
       debentures was $0 and $1,760,000, respectively. The amount reported for
       December 31, 2004 is included as part of the discontinued operations
       liabilities.


NOTE 8 - NOTE PAYABLE
---------------------

       On February 23, 2004 the Company issued an unsecured promissory note
       totaling $3,000,000 payable to Cornell Capital Partners, LP for advances
       on the equity-line financing agreement entered into with Cornell in
       December, 2003. The note matures 120 days from the date of issue with
       interest accruing at 12% per annum on any balance left unpaid after the
       maturity date. As of December 31, 2004, a total of $3,000,000 had been
       repaid through the issuance of 2,663,158,299 Class A common shares to
       repay the note. In addition, 75,682,200 Class A common shares were issued
       to repay the accrued interest on the note.

       On May 25, 2004, the Company issued an unsecured promissory note totaling
       $2,650,000 payable to Cornell Capital Partners, LP for advances on the
       equity-line financing agreement entered into with Cornell in December,
       2003. The note matures 143 days from the date of issue with interest
       accruing at 12% per annum on any balance left unpaid after the maturity
       date. On July 14, 2004, the Company repaid Cornell Capital, L.P.
       $1,700,000, in cash, and received a $93,500 fee reduction, to reduce the
       outstanding amount owed on the promissory note to $856,000. On May 24,
       2005, the Company assigned to Cornell Capital Partners LP all its rights
       and benefits of a convertible note issued by Corporate Strategies, Inc.
       valued at $522,740 including principal and accrued interest and this
       amount was applied to the Company's promissory note owed to Cornell
       Capital Partners. On December 31, 2005 the remaining principal balance of
       the note was $333,760 and $154,608 of accrued interest.


                                       26
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 8 - NOTE PAYABLE (CONTINUED)
---------------------

       On February 28, 2005, the Company renegotiated the terms and conditions
       with the holders of its convertible debentures on behalf of its three
       subsidiaries. The holders of the convertible debentures agreed to
       exchange the convertible debentures for various promissory notes. The
       promissory notes will be in the aggregate amount of $2,200,000,
       $1,760,000 loaned through the previously issued and exchanged convertible
       debentures in 2004 and $440,000 advanced on February 28, 2005. A
       commitment fee of 10% of the face amount of the previously issued
       convertible debentures and recently issued promissory note was paid at
       the time of each advance. The previously paid commitment fees were
       credited against commitment fees due and owing against the promissory
       note. The balance of the commitment fee owed from the recently issued
       promissory note was paid on February 28, 2005, at the time that such
       $440,000 was advanced to the Company. As of August 4, 2005, immediately
       prior to the Spin-off of the three subsidiaries, the balance on the
       promissory notes was $2,200,000 plus accrued interest.

       The promissory notes bear interest at the rate of 12% per annum. Weekly
       principal installments of $30,000, plus interest, were to commence on
       September 1, 2005 and continue on the first day of each calendar month
       thereafter until the principal is paid in full. The promissory notes
       mature on July 4, 2006 with a lump sum payment due of any remaining
       principal and/or interest.

       Effective with the Spin-off of the three subsidiaries, these promissory
       notes were assumed by the respective subsidiaries, and all guarantees
       made by the Company were cancelled.

       On June 15, 2005, the Company issued a secured promissory note totaling
       $5,000,000 payable to Cornell Capital Partners, LP. This note is secured
       by all of the Company's assets and the Company's rights under all present
       and future authorization, permits, licenses and franchises issued or
       granted in connection with their operations. The note is for a term of 2
       years from the date of issue with interest accruing at 12% per annum on
       any unpaid balance through the note's maturity date. As of December 31,
       2005, the unpaid balance on the secured promissory note is $5,000,000
       plus accrued interest of $327,123. The principle balance is classified as
       long-term due to the fact it is regarded as a balloon payment. The
       accrued interest associated with the note is classified as a current
       liability.


NOTE 9 - DUE TO RELATED PARTIES
-------------------------------

       Due to related parties consisted of amounts due to the officers of the
       company as follows:

       During the period from June 2000 to April 2002, Jerome R. Mahoney,
       President and Chief Executive Officer of the Company has sold personal
       holdings of the Company's Class A common shares and has loaned the
       proceeds of these sales to the Company to fund its working capital
       requirements. The Company has executed a promissory note and Security
       Agreement in favor of Mr. Mahoney, which accrues interest at 9.5% per
       year on the unpaid balance.


                                       27
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 9 - DUE TO RELATED PARTIES (CONTINUED)
-------------------------------

       On August 13, 2002, the board of directors approved amendments to the
       Promissory Note payable to Mr. Mahoney for monies loaned to the Company
       from the proceeds of stock sales of personal holdings of iVoice Class A
       common stock, unpaid compensation, income taxes incurred from the sale of
       Company stock and unreimbursed expenses. The change allows for the
       conversion of amounts due under the Promissory Note 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.

       On October 14, 2002, Mr. Mahoney converted $1,504,875 of the amounts owed
       to him into 1,504,875 shares of Class B common stock.

       As of August 4, 2005, the outstanding balance owed to Mr. Mahoney was
       $605,295. Effective with the Spin-off of the three subsidiaries, an
       aggregate of $570,000 was transferred to the three subsidiaries
       immediately prior to the Spin-off.

       As of August 4, 2005, pursuant to the employment agreements between Mr.
       Mahoney and iVoice Technology, Inc., Deep Field Technologies, Inc. and
       SpeechSwitch, Inc. these subsidiaries have accrued $212,000 deferred
       compensation due to Mr. Mahoney .

       As of August 4, 2005, pursuant to the employment agreements between Mr.
       Meller and Deep Field Technologies, Inc and iVoice Technology, Inc. these
       subsidiaries have accrued $70,833 of deferred compensation due to Mr.
       Meller.

       Effective with the Spin-off of the three subsidiaries, the Mahoney Notes
       and deferred compensation accounts with Mr. Meller were assumed by the
       respective subsidiaries, and all the aforementioned obligations made by
       the Company were eliminated.

       As of December 31, 2005 and 2004, the remaining outstanding balance owed
       to Mr. Mahoney amounted to $47,344 and $11,369, respectively, on a
       reclassified basis. As of December 31, 2004, the balance owed to Mr.
       Mahoney amounted to $570,000. This amount is included in the discontinued
       operations.



                                       28
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 10 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

    a) The Company leases its headquarters located at 750 Highway 34, Matawan,
       New Jersey on a month-to-month obligation of $7,500 per month. The
       Company maintains a good relationship with its landlord and believes that
       its current facilities will be adequate for the foreseeable future.

       Rent expense under operating leases for the year ended December 31, 2005
       and 2004 was $90,000 and $90,000, respectively.

    b) 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.

    c) The following employment agreements were entered into by the Company's
       wholly owned subsidiaries prior to the spin-off from the Company:

       iVoice Technology, Inc.
       -----------------------
       iVoice Technology, Inc. entered into a five year employment agreement
       with Jerome Mahoney, its non-executive Chairman of the Board of
       Directors, effective August 1, 2004. iVoice Technology, Inc. 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 will
       also be entitled to certain bonuses based on mergers and acquisitions
       completed by the Company.

       iVoice Technology, Inc. entered into a one year employment agreement with
       Arie Seidler, its President and Chief, effective August 2, 2004. Mr.
       Seidler resigned his positions as of August 26, 2005 and his employment
       agreement was terminated.

       On August 29, 2005, iVoice Technology entered into an employment
       agreement with Mark Meller, its new Chief Executive Officer, President
       and Chief Financial Officer for an annual compensation of $85,000 per
       annum. Mr. Meller will also be entitled to additional incentive
       compensation based upon mergers and acquisitions completed by iVoice
       Technology. Mr. Meller has agreed to forego receipt of $65,000 of his
       annual compensation until such time that management believes that it has
       sufficient financing in place to fund this obligation.

       Deep Field Technologies, Inc.
       -----------------------------
       The Company entered into employment agreements with Jerome Mahoney, its
       Chairman of the Board and Mark Meller, its President, Chief Executive
       Officer and Chief Financial Officer, as of August 3, 2004 and October 1,
       2004, respectively.

                                       29
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
---------------------------------------

       Each of the employment agreements is for a term of five years and
       provides for annual compensation of $85,000 with an annual increase based
       on the Consumer Price Index. However, if Deep Field Technologies, Inc.
       achieves annual sales equal to or greater than $2,000,000, Mr. Mahoney
       and Mr. Meller will each be entitled to an automatic increase to
       $145,000. Each will also be entitled to additional bonus incentives based
       on any mergers or acquisitions completed by the Company.

       Mr. Meller will also be entitled to a sum of $50,000 upon the completion
       of the distribution of Deep Field to the iVoice shareholders. Mr. Meller
       has agreed to defer the receipt of said sum until such time that
       management believes it has sufficient financing in place to fund this
       obligation.

       SpeechSwitch, Inc.
       ------------------
       On November 8, 2004, the Company entered into a one-year employment
       contract with Bruce R. Knef, its President and Chief Executive Officer.
       SpeechSwitch, Inc. will pay Mr. Knef a base salary of $85,000 during the
       term. Mr. Knef can earn bonuses based on the Company achieving certain
       levels of sales and profitability.

       The Company entered into a five-year employment agreement with Jerome
       Mahoney, its non-executive Chairman of the Board of Directors, effective
       August 3, 2004. SpeechSwitch, Inc. 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 will also be entitled to certain
       bonuses based on the Company achieving certain levels of sales and
       profitability and will also be entitled to certain bonuses based on
       mergers and acquisitions completed by the Company.

       Effective with the Spin-off of the three subsidiaries, the Mahoney Notes
       and deferred compensation accounts with Mr. Meller were assumed by the
       respective subsidiaries, and all the aforementioned obligations made by
       the Company were eliminated.

    d) On February 28, 2005, the Company had agreed to provide a full and
       unconditional guaranty of the payment and performance obligations for the
       iVoice Technology, Deep Field Technology and SpeechSwitch subsidiaries,
       in accordance with the terms of secured promissory notes between each of
       the subsidiaries and the holders of the promissory notes, which cannot be
       discharged, except by complete performance of the obligations under the
       securities purchase agreements and the related documents. Under the
       guaranty, if any of the subsidiaries default in payment or performance of
       any of its obligations under the secured promissory notes, the Company is
       required to pay or perform such obligations upon two days' written notice
       or demand by the holders of the secured promissory notes and to take an
       advance or advances, as

                                       30
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
---------------------------------------

       may be necessary, from the Standby Equity Distribution Agreement by and
       between the Company and Cornel Capital Partners, LP. Notwithstanding any
       to the contrary, this Guaranty shall be discharged and terminated upon
       each of the subsidiary's registration statements being declared effective
       by the U.S Securities and Exchange Commission.

       Effective with the Spin-off of the three subsidiaries, these guarantees
       made by the Company were terminated.

    e) On June 15, 2005, the Company issued a secured promissory note totaling
       $5,000,000 payable to Cornell Capital Partners, LP. This note is secured
       by all of the Company's tangible and intangible assets and the Company's
       rights under all present and future authorization, permits, licenses and
       franchises issued or granted in connection with their operations. The
       note is for a term of 2 years from the date of issue with interest
       accruing at 12% per annum on any unpaid balance up to the 2nd anniversary
       date.

    f) In conjunction with the various spin-offs, iVoice Technology, Deep Field
       Technology and SpeechSwitch have entered into temporary administrative
       services agreement with iVoice. The administrative services agreements
       will continue on a month-to-month basis until these companies have found
       replacement services for those services being provided by iVoice or can
       provide these services for itself.

       Effective with the Spin-off of the three subsidiaries, these agreements
       made with the Company share remain in effect and represent a revenue
       opportunity for the Company.

    g) In February 2003, the Company entered into an administrative services
       agreement with Trey Resources, pursuant to which, upon consummation of
       the proposed spin-off of Trey Resources, iVoice will provide Trey
       Resources services in such areas as information management and
       technology, sharing of office space, personnel and indirect overhead
       expenses, employee benefits administration, payroll, financial accounting
       and reporting, claims administration and reporting, and other areas where
       Trey Resources may need transitional assistance and support. The term of
       the agreement is two years, but may be terminated earlier under certain
       circumstances, including a default, and may be renewed for additional
       one-year terms. In exchange for services under the administrative
       services agreement, Trey Resources has agreed to pay iVoice an annual fee
       of approximately $95,000.

       On May 16, 2005, the Company terminated its administrative services
       agreement with Trey and the Company agreed to accept the assignment of 10
       million shares of Laser Energetics Class A Common Stock as settlement of
       all Administrative Fees owed by Trey. The value of the exchanged
       securities was determined to be $64,891.

    h) The Company's assets are subject to a Security Agreement with the
       majority stockholder. See Note 8.


                                       31
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 11 - COMMON STOCK
----------------------

       Pursuant to the Company's certificate of incorporation, as amended,
       iVoice, Inc. is authorized to issue 10,000,000,000 shares of Class A
       common stock, no par value per share, 50,000,000 shares of Class B common
       stock, par value $.01 per share and 1,000,000 shares of preferred stock,
       par value of $1.00 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, 2005 and 2004, no
          shares were issued or outstanding.

       b) Class A Common Stock
          --------------------
          Class A Common Stock consists of the following as of December 31,
          2005: 10,000,000,000 shares of authorized common stock with no par
          value, 9,994,728,373 shares were issued and 9,994,128,373 shares were
          outstanding.

          Class A Common Stock consists of the following as of December 31,
          2004: 10,000,000,000 shares of authorized common stock with no par
          value, 9,248,728,373, shares were issued and 9,144,887,874 shares were
          outstanding.

          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.

          For the year ended December 31, 2005, the Company had the following
          transactions in its Class A Common Stock:

          1) The Company issued 103,840,499 shares of Class A common stock to
             Cornell Capital Partners for amounts that were due for repayment of
             principal on outstanding notes payable at December 31, 2004.

          2) The Company issued 716,000,000 shares of Class A common stock upon
             conversion of 43,666 shares of Class B common stock.

          3) The Company issued 30,000,000 shares of Class A common stock for
             legal services related to the application for patents valued at
             $13,500.


                                       32
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 11 - COMMON STOCK (CONTINUED)
----------------------

          For the year ended December 31, 2004, the Company had the following
          transactions in its Class A Common Stock:

          1) During the year ended December 31, 2004, the Company issued
             306,060,606 shares of Class A common stock for fees associated with
             the Equity Line of Credit with Cornell Capital valued at
             $1,010,000.

          2) During the year ended December 31, 2004, the Company issued
             2,663,158,299 shares of Class A common stock with a total value of
             $3,000,000 for repayment of principal on outstanding notes payable,
             issued as advances on the equity line financing with Cornell
             Capital Partners, LP.

          3) During the year ended December 31, 2004, the Company issued
             75,682,200 shares of Class A common stock with a value of $37,841
             for interest due on the equity line financing with Cornell Capital
             Partners.

          4) During the year ended December 31, 2004, the Company issued
             14,178,571 shares of Class A common stock for directors fees valued
             at $12,818.

          5) During the year ended December 31, 2004, the Company issued
             27,509,564 shares of Class A common stock for legal services
             related to patent applications valued at $52,978.

          6) During the year ended December 31, 2004, the Company issued
             37,931,034 shares of Class A common stock for legal services valued
             at $110,000.

          7) A total of 85,695 Class B shares were converted into 1,405,000
             Class A shares.

          8) Due to timing of the year end, 103,840,496 shares of Class A shares
             were issued to Cornell Capital Partners, but were not outstanding
             at December 31, 2004. The aggregate shares outstanding at December
             31, 2004 reflect this adjustment.

       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,



                                       33
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 11 - COMMON STOCK (CONTINUED)
----------------------

          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. As of December 31, 2005, there are
          2,204,875 shares issued and 1,670,514 shares outstanding. As of
          December 31, 2004, there are 2,204,875 shares issued and 1,714,180
          shares outstanding.

          Pursuant to the conversion terms of the Class B Common stock, on
          December 31, 2005, the 1,670,514 outstanding shares of Class B common
          stock are convertible into 27,385,475,410 shares of Class A common
          stock.

          For the year ended December 31, 2005, the Company had the following
          transactions in its Class B Common Stock:

          1)  A total of 43,666 Class B shares were converted into 716,000,000
          Class A shares.

          For the year ended December 31, 2004, the Company had the following
          transactions in its Class B Common Stock:

          1)  A total of 85,695 Class B shares were converted into 1,405,000,000
          Class A shares.


NOTE 12 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS
----------------------------------------------------

       1999 Stock Option Plan
       ----------------------
       During the year ended December 31, 1999, the Company adopted the Employee
       Stock Option Plan (the "Plan") in order to attract and retain qualified
       personnel. Under the Plan, the Board of Directors (the "Board"), in its
       discretion may grant stock options (either incentive or non-qualified
       stock options) to officers and employees to purchase the Company's common
       stock at no less than 85% of the market price on the date the option is
       granted. Options generally vest over four years and have a maximum term
       of five years. During 1999, 20,000,000 shares were reserved for future
       issuance under the plan. As of December 31, 2002, 16,559,000 options to
       purchase shares were granted. A total of 9,000,000 of these granted
       options were exercised.

       In accordance with the provisions of the plan, it has been concluded that
       the 1999 Employee Stock Option Plan was to automatically terminate if the
       plan did not receive ratification and approval by the affirmative vote of
       the holders of the majority of the Company's outstanding shares of
       capital stock within 12 months following the plan adoption. Consequently,
       no such ratification or approval occurred within the permitted time
       frame. As a result, all remaining issued and outstanding employee options
       were canceled as of December 31, 2003.


                                       34
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 12 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------

       2003 Stock Incentive Plan
       -------------------------
       On November 11, 2003, the Company adopted the 2003 Stock Incentive Plan
       (the "2003 Plan"). The purpose of the 2003 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.

       During the year ended December 31, 2004, the Company issued 27,509,564
       shares of Class A common stock for legal services related to patent
       applications valued at $52,978 and 37,931,034 shares of Class A common
       stock for legal services valued at $110,000. On April 5, 2005, the
       Company issued 30,000,000 shares of Class A common stock for legal
       services related to patent applications valued at $13,500.

       On February 1, 2006, the Company terminated the 2003 Plan.


                                       35
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 12 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------

       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.

       For the year ended December 31, 2005, no shares were granted under the
       2005 Plan.

       The Company did not issue any stock options for the year ended December
       31, 2005 and 2004.




                                       36
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 12 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------

       Warrants Outstanding
       --------------------
       During the years ending December 31, 2000 and December 2001, the
       following warrants were issued pursuant to their respective agreements.
       Unexpired warrants outstanding are as follows as of December 31, 2005:

          Expiration Date                  Exercise Price         Shares
          ----------------                 --------------        --------
          January 9, 2006                     .1045               200,000
          February 27, 2006                   .1406                87,310
          February 28, 2006                   .1458                78,000
          March 13, 2006                      .1221                39,200
          April 30, 2006                      .1323               343,750
          November 14, 2006                   .0470               250,000
                                                                 --------
                                                                  998,260
                                                                 ========

       The following summarizes the warrant transactions:

                                                                 Weighted
                                                                 Average
                                                                 Exercise
                                              Warrants             Price
                                            ------------       ------------
          Balance, January 1, 2004             6,548,260       $      0.135
            Granted                                   --       $      0.000
            Exercised                                 --       $      0.000
            Expired                              (60,000)      $      0.010
                                            ------------       ------------
          Balance, December 31, 2004           6,488,260       $      0.135
                                            ============       ============

            Granted                                   --       $      0.000
            Exercised                                 --       $      0.000
            Expired                           (5,490,000)      $      0.140
                                            ------------       ------------
          Balance, December 31, 2005             998,260       $      0.107
                                            ============       ============
          Outstanding and Exercisable,
           December 31, 2004                   6,488,260       $      0.135
                                            ============       ============
          Outstanding and Exercisable,
           December 31, 2005                     998,260       $      0.107
                                            ============       ============


                                       37
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 13 - GOING CONCERN
-----------------------

       The Company has incurred substantial accumulated deficits and has
       completed the process of spinning out the three operating subsidiaries.
       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.

       During the year ended December 31, 2005, the Company had been able to
       raise sufficient working capital through its Equity Line of Credit
       financing agreement with Cornell Capital Partners, LP to meet its
       operating requirements at the current level for near future.

       Since the spin off of the three operating subsidiaries, the Company has
       transitioned itself in a company focused on the development and licensing
       of proprietary technologies. The Company has 9 patent applications, which
       are pending. These applications include various versions of the
       "Wirelessly Loaded Speaking Medicine Container" which is also filed
       international, "iVoice Speech Enabled Name Dialer", the "Voice Activated
       Voice Operated Copier", the "Voice Activated Voice Operational Universal
       Remote Control", the "Product Location Method Utilizing Product Bar and
       Product-Situated, Aisle-Identifying Bar Code", "Product Location Method
       Utilizing Bar Code and Aisle-Situated, Aisle-Identifying Bar Code",
       "Product Location Method Utilizing Bar Code and Product-Situated, Aisle-
       Identifying Bar Code", "Wireless Methodology for Talking Consumer
       Products" which is also filed international, and "Product Identifier and
       Receive Spoken Instructions."

       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. As an example, in
       January 2006, the Company acquired the New York City based Thomas
       Pharmaceuticals Ltd ("Thomas"), which develops and markets over the
       counter non-prescription healthcare products. Thomas' 1st product focuses
       on the high-end, branded consumables market, with a calcium-enriched,
       sugar free, anti-gas antacid tablet.

       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.



                                       38
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 14 - SUBSEQUENT EVENTS
---------------------------

       o  On January 6, 2006, the Company entered into an Agreement and Plan of
          Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a
          iVoice Acquisition Corp.), a New Jersey corporation ("Thomas NJ"), a
          wholly owned subsidiary of the Company, Thomas Pharmaceuticals Ltd., a
          New York corporation ("Thomas NY"), Farris M. Thomas, Jr., an
          individual ("Thomas"), John E. Lucas, an individual ("Lucas") Richard
          C. Brogle, ("Brogle"), Nina Schwalbe, an individual, ("Schwalbe"),
          John H. Kirkwood, an individual ("Kirkwood"), and Maureen Gillespie,
          an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood, Gillespie,
          Thomas and Lucas are collectively as the "Shareholders"). Under the
          terms of the Agreement, Thomas NY merged into a wholly owned
          subsidiary of the Company, 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. The Series A Preferred Stock shareholders can elect to
          have the Company spin-off Thomas NJ from iVoice. The Company can elect
          to spin-off Thomas NJ from iVoice anytime after the first anniversary
          of the merger of Thomas NY into Thomas NJ.

          The following additional documents and/or transactions were completed
          as part of the Agreement:

          a.  The Company purchased $325,000 of Thomas NJ Series B Convertible
              Preferred Stock ("Series B Preferred Stock"), a $360,000 10%
              Secured Convertible Debenture issued by Thomas NJ (the "Initial
              Convertible Debenture") and a $100,000 10% Administrative Service
              Convertible Debenture ("Administrative Debenture"). The
              Administrative Debenture was issued by Thomas NJ to compensate the
              Company for the administrative services that it will provide to
              Thomas NJ under the Administrative Services Agreement. The
              purchase of the Series B Preferred Stock and the Initial
              Convertible Debenture provided working capital to Thomas NJ.

          b.  The Company also agreed to purchase an additional debenture in the
              principal amount of at least $225,000 on or before April 30, 2006
              and additional $225,000 of Series B Preferred Stock on or before
              April 30, 2006. Finally, the Company further agreed that if Thomas
              NJ generates sales of $1 million in the period beginning on
              January 1, 2006 and ending on September 30, 2006, then the Company
              will purchase from Thomas NJ an additional debenture in the
              principal amount of at least $200,000 on or before December 31,
              2006 and an additional $200,000 of Series B Preferred Stock on or
              before December 31, 2006.

          c.  A Security Agreement was executed by the Company and Thomas NJ to
              secure the obligations of Thomas NJ under the various debentures
              set forth above.


                                       39
<PAGE>
                           IVOICE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 14 -  SUBSEQUENT EVENTS (CONTINUED)
----------------------------

          d.  The Company also entered into a Registration Rights Agreement
              whereby it agreed, upon the common stock of Thomas NJ being
              registered under the Securities Exchange Act of 1934, as amended,
              to register 1 billion shares of Thomas NJ common stock that will
              be issued upon the conversion of the convertible debentures, the
              Administrative Debenture, the Series A Convertible Preferred Stock
              and the Series B Convertible Preferred Stock.

          e.  Thomas NJ entered into an Employment Agreement with Farris M.
              Thomas, Jr. to serve as its President through December 31, 2008 at
              an annual salary of $72,000 with annual cost of living increases.
              Additionally, Mr. Thomas will receive incentive compensation equal
              to 2.5% of net sales in excess of $1 million in fiscal 2006 and
              2007 and 4% of net sales over $6 million in fiscal 2008.

          f.  Thomas NJ entered into an Employment Agreement with John E. Lucas
              to serve as its Chief Executive Officer through December 31, 2008
              at an annual salary of $60,000 with annual cost of living
              increases. Additionally, Mr. Lucas will receive incentive
              compensation equal to 2.5% of net sales in excess of $1 million in
              fiscal 2006 and 2007 and 4% of net sales over $6 million in fiscal
              2008.

       o  On February 1, 2006, the Company terminated the 2003 Stock Incentive
          Plan.




















                                       40