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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, 2004

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

                                  IVOICE, INC.
                 (Name of small business issuer in its charter)

           NEW JERSEY                                    51-0471976
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


           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 (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. [ ]

Issuer's revenues for its most recent fiscal year. $358,375

As of March 1, 2005, the Registrant had 9,854,728,373 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 $5,912,837.

As of March 1, 2005, the Registrant had 1,677,214 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                                               3
Item 2. Description of property                                              23
Item 3. Legal proceedings                                                    24
Item 4. Submission of matters to a vote of security holders                  24


                                     PART II

Item 5. Market for common equity and related stockholder matters.            25
Item 6. Management's discussion and analysis or plan of operations.          31
Item 7. Financial statements                                                 39
Item 8A. Controls & Procedures                                               39


                                    PART III

Item 9. Directors, executive officers, promoters and control persons,
         compliance with Section 16(a) of the Exchange Act                   40
Item 10.Executive compensation.                                              41
Item 11.Security ownership of certain beneficial owners and management       45
Item 12.Certain relationships and related transactions                       47


                                     PART IV

Item 13.Exhibits and reports on Form 8-K                                     51
Item 15. Principal Accountant Fees and Services                              53






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                                     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., 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 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 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 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., 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 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.
Trey Resources will own and operate our Automatic Reminder software business as
an independent publicly traded entity following the 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.

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           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.

           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., 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. and SpeedSwitch, Inc. to
SpeechSwitch, Inc. 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 intends to dissolve
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.

           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 OTC Bulleting Board under the trading symbol "IVOC."

OUR BUSINESS

           We design, manufacture, and market innovative voice and computer
telephony communications systems for businesses and corporate departments with
as many as 20,000 telephones. Our speech recognition software products enable
users to communicate more efficiently and effectively by integrating their
traditional office telephone systems with automated attendant, voice mail,
unified messaging, and interactive voice response, or "IVR," functions. Our
products are designed to be "people oriented," with features that can be readily
used without special training or manuals. Our products include, Speech Enabled
Auto Attendant, Unified Messaging, and iVoice IVR, incorporate this philosophy.
We also sell a Speech Software Developers Kit ("SDK"). Our Speech SDK is a
unique tool that allows software application developers to incorporate our
speech recognition engine into different applications other than those we have
developed internally. The SDK can convert common command and control functions
to speech commands. iVoice markets, promotes and sells its speech-enabled
products primarily through telephony reseller channels and telephone equipment
manufacturer distributor networks. Management believes it can leverage those
resellers' existing customer bases and obtain a wider distribution network for
its products through already established channels. The Company also sells direct
to end users in geographic locations where an authorized reseller does not
exist. On direct sales orders, the Company is able to achieve greater profit
margins through higher direct selling prices.

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PRODUCTS AND SERVICES

           Our products use standard open-architecture PC platforms and
Microsoft Windows 2000 operating systems, thereby facilitating the rapid
adoption of new PC-based technologies while reducing overall product costs. We
concentrate our product development efforts on software rather than hardware
because we believe that the most efficient way to create product value is to
emphasize software solutions that meet customers' needs. We have recently
adapted our applications to integrate with different manufacturer telephone
switches through the use of Telephony Application Program Interface or "TAPI".
The use of TAPI, allows iVoice to integrate our applications into different
telephone manufacturers Private Branch Exchange systems or "PBX's", eliminating
the need for costly additional external hardware. We have traditionally used
standard PC-related hardware components in our products, in part, to limit our
need to manufacture components. Our manufacturing operations consist only of the
installation of our proprietary software and, if required, a voiceboard, into a
fully assembled PC system which we obtain from several different vendors. The
Company obtains system components such as PCs, circuit boards, application
cards, faxboards, and voiceboards from various suppliers.

           Our principal products include the iVoice Speech Enabled Auto
Attendant and iVoice IVR. The Speech Enabled Auto Attendant allows businesses
and organizations to incorporate speech recognition into their existing
telephone systems without duplicating their current voicemail applications. The
Speech Enabled Auto Attendant uses a customized dictionary of names and
extension numbers that enables callers to contact their party using their spoken
voice.

           iVoice IVR (Interactive Voice Response) is an application generator
that allows full connectivity to the most popular databases, including Microsoft
Access, Microsoft Excel, Microsoft Fox Pro, DBase, Btrieve, and Paradox, or to
standard text files. iVoice IVR can be used to read or write information to and
from electronic databases. iVoice IVR incorporates over 40 different
customizable commands. Properties can be set up for each command, as if the
commands were being executed manually. iVoice IVR can link a phone system to a
database to provide customers with 24-hour immediate access to account
information, via telephone. With iVoice IVR, polished and professional
applications are quick and easy to install. No knowledge of computer programming
and minimal database knowledge is needed. Using speech activation, or
traditional DTMF (touch-tone telephones) allows callers to interact with the
system. Advanced database technology permits reading, writing, appending and
searching database information. A user can record product inventory, set up
games, keep a record of patients or customers, and perform limitless other
applications. The advanced, innovative technology, backed by a simple,
easy-to-use drag-and-drop interface, makes writing applications simple.

           The iVoice IVR also incorporates an Internet access tool, which can
be either connected to the IVR system or run as a standalone. This IVR system
also has a graphical user interface and provides for Internet access to the
system. Once logged onto the Internet, a user can gain access to the IVR system
by clicking on a hypertext link for the user's browser. Upon entering the IVR
system, the response prompts are in text form rather than voice form. The user
can enter selections and get information by clicking on icons or choosing items
from menus. Some of the Internet applications available are order processing and
transactions,

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database integration, questions and queries, account status, delivery
information, funds transfer, and claims information.

           The following is a list of Speech-enabled applications, which the
Company has developed, and are available for sale

                     SPEECH ENABLED AUTO ATTENDANT. Any business can improve
           customer service and streamline the call handling process by allowing
           callers to reach their intended party by simply saying the
           appropriate name. Our speech recognition system is extremely accurate
           and reliable. The Speech Enabled Auto Attendant can significantly
           reduce or eliminate cumbersome dial by name or extension number menus
           and can be implemented without duplcating an organizations existing
           voicemail application.

                     IVOICE IVR (INTERACTIVE VOICE RESPONSE). Enables a caller
           to obtain requested information in voice form from a local or
           non-local database. Examples of IVR range from simply selecting
           announcements from a list of options stored in the computer (also
           know as Audio Text) to more complex interactive exchanges such as
           querying a database for information. ). iVoice IVR allows information
           in PC databases to be accessed from a standard touch-tone telephone
           using a telephone keypad or voice commands. iVoice IVR is sold as a
           customized turnkey system or as an Application Generator giving the
           end user the ability to develop their own customized IVR application.

                     UNIFIED MESSAGING. This is a unified inbox application that
           combines voicemail functions, fax and email capabilities into one
           central location for easy retrieval from any communication source.
           With Unified Messaging, e-mail, voice mail and faxes can be handled
           through a desktop PC or the telephone. All messages can be viewed and
           acted upon in order of importance via Microsoft Outlook or a Web
           Browser. E-mail can be retrieved and heard over the telephone, using
           text-to-speech software that converts text to a spoken voice. The
           email message can then be responded to with a voice message and
           forwarded to either another person's telephone extension, email
           address or be directed to a fax machine.

                     IVOICE NAME DIALER is an automatic phone dialing system.
           The system imports the necessary contact information for dialing
           (names and phone numbers) from a variety of sources including, but
           not limited to, Microsoft Outlook, ACT, and Gold Mine. The imported
           names are then transcribed, through software, into a set of phonemes
           that are used for voice recognition. When the end user picks up the
           handset, the call is automatically transferred through the PBX, to
           the Name Dialer application running on a server machine. The user
           simply says the name of the person (whose name came from the contact
           list) and the Name Dialer places the call.

                     IVOICE SPEECH DIRECTORY allows employees to pick up their
           phone, say the name of a co-worker they wish to speak to, and the
           Speech Directory will transfer the call. Just by speaking the
           person's name, the Speech Directory can also return an internal pager
           number, cell numbers and email listings through a voice activated
           telephony directory.

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                     IVOICE SPEECH SOFTWARE DEVELOPERS KIT (SDK) iVoice Speech
           SDK is a unique tool for software application developers which
           provides the ability to convert common command and control functions
           to speech commands. The SDK allows software developers to write
           applications that can treat a user's voice as an input device, such
           as mouse, keyboard, or joystick. In addition to telephony
           applications, the SDK can be used to incorporate speech recognition
           into games, handheld devices and even household appliances.

           We employ highly qualified software engineers who continually work to
improve and enhance our existing products with new features, improved speech
recognition accuracy and improved call handling times.

MARKETING AND DISTRIBUTION

           iVoice markets, promotes and sells 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 those resellers' existing customer bases and obtain a wider
distribution network for its products through already established channels. The
Company also sells direct to end users in geographic locations where an
authorized reseller does not exist. On direct sales orders, the Company is able
to achieve greater profit margins through higher direct selling prices

           iVoice has focused its efforts on developing its dealer and reseller
channels. Management believes it can leverage already existing telephone
equipment manufacturer reseller channels by integrating its speech recognition
software directly into their established revenue producing product lines. We
estimate that each major telephony equipment manufacturer has an estimated
150-600 authorized dealers and resellers throughout North America. The
introduction of an entirely TAPI (Telephone Application Program Interface) based
Speech Enabled Auto Attendant and Name Dialer, allows integration into different
PBX systems (telephone switches) without the need for additional hardware
devices making for a more economical installation. Although concentration on
resellers is the predominate and preferred sales channel, the Company also sells
directly to end-users via its direct sales force providing management with
information on market trends and changing customer needs. The direct channel
also provides an avenue more suitable for iVoice IVR applications that often
require customized development, which is usually difficult to provide through
the reseller network.

           Our marketing strategy emphasizes our user-friendly PC-based
processing applications that offer integrated access to a broad range of
communication mediums with other people and information sources. Our strategy is
built around the following basic elements:

>>         EMPHASIZE SOFTWARE, NOT HARDWARE. We concentrate our development
           efforts on software that meets our clients' needs rather than on
           designing or modifying hardware. This allows us to create the most
           value from our products and results in significantly higher profit
           margins than systems and applications that require expensive hardware
           components.

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>>         USE OF STANDARD, MICROSOFT WINDOWS-BASED ARCHITECTURE, OPEN SYSTEMS
           AND HARDWARE. Our products use standard, open-architecture PC
           platforms and operating systems rather than proprietary computer
           hardware and operating systems. As a result, we can quickly adapt to
           new PC-based technologies, leveraging the substantial investments
           made by third parties in developing these new technologies for the PC
           environment. In addition, using readily available hardware components
           and software minimizes our manufacturing activity and thereby reduces
           the overall cost of our products.

>>         FOCUS ON BUSINESSES AND CORPORATE DEPARTMENTS HAVING AS MANY AS
           20,000 TELEPHONES. Our products are designed for use by businesses
           and corporate departments having as many 20,000 telephones in a wide
           range of markets, including manufacturing, retail, service,
           healthcare, and government. Our products offer features offered by
           large proprietary call processing systems, but at a more affordable
           price.

>>         DEVELOP USER-FRIENDLY PRODUCTS. We aim to make our products as easy
           as possible to install, maintain, and use. We accomplish this by
           incorporating product features that can be used without special
           training or manuals. Our products use a familiar graphical user
           interface that makes system administration and maintenance possible
           for almost any common PC user.

>>         MINIMIZE DISTRIBUTION OVERHEAD. We are able to achieve broad market
           coverage in the U.S. via a nationwide network of independent
           telephone system dealers, and original-equipment-manufacturers, or
           "OEMs." This structure both minimizes our selling overhead and
           maximizes our product exposure, and allows us to focus our resources
           on product development.

NEW PRODUCTS

           In December 2003, we announced the release of version 3.2 of our
Speech Enabled Auto Attendant using a Telephone Application Program Interface.
The latest version includes recent updates and features, including the Locate,
Find Me application. Telephony Application Program Interface or TAPI, allows us
to integrate its applications into different telephone private branch exchange
systems (or PBX's), thereby eliminating the need for additional external and
expensive hardware components. Each phone system hardware provider provides a
specific software driver that interfaces directly with or Speech Enabled Auto
Attendant. TAPI provides a high-level interface for dialing and disconnecting.

           In October 2003, we announced that the Hear I Am Voice Activated
Locator can include iVoice's Speech Enabled Auto Attendant on the same platform.
We seek to bring a complete speech application to market by combining the power
of our Speech Enabled Auto Attendant with the patent pending technology behind
the Hear I Am Locator. The application allows a customer the ability to find an
item in a store or to be transferred directly to the individual or department
they are seeking all on the same call.

           In February 2003, we introduced a significant enhancement to our
speech recognition technology that essentially adapts to an end-users calling
environment. Our speech recognition engine continuously analyzes incoming speech
input transforming the existing speech model to customized speaker models. The
models produced by the technique, compensate for speaker accents, telephone line
quality, and background noise at the customer site thereby boosting

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recognition accuracy. As the model aligns itself to the customer environment,
speed of recognition per channel is greatly increased. The entire process is
automated and the models generated load themselves into the system without any
user interaction. The adaptation process can be performed any number of times to
re-train the system if the above conditions change. Over a period of time, the
trained model results in much faster and exceptional speech recognition accuracy
at the customer end.

           In May 2003, announced the release of it's IVR Application Generator
2.0 for Tapi Wav, Available for the Avaya IP Office, 3Com NBX and Shorelines IP
Voice System. The iVoice IVR telephony development environment leverages the
latest in Speech Recognition, Text-to-Speech and Telephony features. IVoice
continues to set the standard for delivering superior developer productivity and
flexibility. Telephony Application Program Interface or TAPI allows iVoice to
integrate its applications into different telephone private branch exchange
systems (or PBX's), eliminating the need for additional external and expensive
hardware components. Each phone system hardware provider provides a specific
software driver that interfaces directly with the iVoice Speech Enabled Auto
Attendant. TAPI provides a high-level interface for dialing and disconnecting.

           In August 2003, we announced the incorporation of a new Channel
tuning tool, into their speech recognition engine, which dramatically enhances
system accuracy by gathering and analyzing speech input over phone lines. The
Channel tuning tool is an iterative data analysis and performance improvement
tool for gathering and analyzing speech input over phone lines. The tool is
designed to eliminate the time consuming manual process of examining the quality
and volume of sound at the client site, accordingly calculate, and adjust
settings on both the sound processing hardware and the speech engine.

           In January 2005, iVoice, Inc. announced the release of its
next-generation Interactive Voice Response (IVR) Application Generator 3.0 with
an enhanced Rapid Development Visual Environment (RDVE). The iVoice IVR
leverages its ability to generate custom applications in a visual platform with
commands "drag" and "drop" to offer applications with the latest speech
recognition, text-to-speech and telephony features. iVoice continues to set the
standard for delivering superior standard and modified products, or highly
customized applications.

COMPETITION

           iVoice operates 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 voice-recognition industry is highly competitive, and we believe
that this competition will intensify. The segment of the industry that supplies
call-processing systems to businesses is also extremely competitive. Many of our
competitors have longer operating

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histories, significantly greater financial, technical, product development, and
marketing resources, greater name recognition or larger client bases than we do.

           For example, industry analysts recognize Nuance Communications, Inc.
and SpeechWorks International, Inc., a wholly-owned subsidiary of ScanSoft,
Inc., as the market leaders in our industry. Nuance sells software to a broad
range of companies directly and through a channel of resellers. Nuance's five
largest resellers, based on revenue in 2002, were Nortel Networks, Edify (a
subsidiary of S1 Corporation), Motorola, Syntellect and Avaya. Speechworks'
clients include, among others, America Online, Amtrak, AT&T, Aetna, Bell Canada,
Continental Airlines, Ford Motor Company, France Telecom, GMAC Commercial
Mortgage, Jaguar Cars, Microsoft, Neiman Marcus, Nortel Networks, Qantas
Airlines, The Boeing Company, The Hartford Insurance, Thrifty Car Rental,
Ticketmaster, United Airlines, U.S. Postal Service, Wachovia/First Union
Corporation, Yahoo.

           On a more directly competitive scale, other companies that produce
computerized telephony systems that incorporate speech recognition into their
products such as the iVoice Speech-enabled Auto Attendant include companies like
Locus Dialogue, Phonetic Systems and Applied Voice & Speech Technologies, Inc.
Management believes that the iVoice Speech-enabled Auto Attendant has
competitive advantages based upon product features, the accuracy of the speech
recognition and product pricing.

           We believe that in order to be competitive, we need to continue
develop and maintain competitive products and take and hold sufficient market
share from our competitors. Our methods of competition, therefore, include (1)
continuing our efforts to develop and sell products which, when compared to
existing products in the marketplace, perform more efficiently and are available
at prices that are below prices offered by larger, well known, telephone
equipment manufacturer's proprietary solutions, (2) concentrating on developing
software that meets our clients' needs, rather than on designing or modifying
hardware, (3) using standard, Microsoft Windows-based architecture, open systems
and hardware to quickly adapt to new PC-based technologies, and (4) forming
co-marketing arrangements and strategic alliances with manufacturers with
complementary technology to capture significant market share by expanding
distribution through these manufacturers' authorized reseller networks.

SUPPLIERS

           Our suppliers include Dialogic Corporation (an Intel company) that
distributes through a network of resellers for voiceboards, and iTox, Inc., Dell
and Amer.com, Inc. for computer hardware components. Since our products are
based and run on standard PC architecture and as result of iVoice's recent
integration with TAPI, we do not rely on any one specific supplier for its
system components. We have not experienced any supply shortages with respect to
the components used in systems or developed applications.

CUSTOMERS

           Direct customers are comprised of businesses, organization and
corporate departments that use telephones as a principal means of
communications. Specifically, the end users of our products seek to automate the
call process for incoming callers in order to improve customer service and
increase productivity. The iVoice Speech-enabled Auto Attendant and iVoice IVR

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seek to fulfill these customer needs. Customers who seek to automate the call
process for outbound calling are primary targets for the iVoice Name Dialer and
iVoice Patient Reminder.

           Wholesale customers include value added resellers and distributors of
telephony equipment throughout North America.

           For the year ending December 31, 2004, two customers represented
11.2% and 10.3% of our total revenues for the annual period. For the year ended
December 31, 2003, two customers represented 13.7% and 8.3% of our total
revenues for the annual period. We do not rely on any one specific customer for
any significant portion of our revenue base.

           We generally require customers to pay 50% down on any turnkey
applications purchased, with the balance due when installation has been
completed. Software only sales require cash-on-delivery or prepayment before
shipping except for dealers and resellers, which subject to credit approval are
given 30 day payment terms. We accept checks or Visa/MasterCard.

           Approximately 70% of our revenues are derived from customers located
in the northeast U.S. The remaining 30% are from customers located elsewhere in
the continental U.S.

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.

           Out 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

                                       12
<PAGE>

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.

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 governs 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 enhancing our existing
product line and the development of new products that integrate with our
existing products. We continually seek to improve our core speech recognition
technology through ease of use, broader application and increased accuracy. We
employ qualified technical personnel to strengthen our product line.

           For the year ending December 31, 2004, research and development
expenditures consisted of $50,718 in salaries and wages to technical staff and
$8,477 in technical hardware supplies, software tool-kits and technical
publications. For the year ending December 31, 2003, research and development
expenditures consisted of $180,660 in salaries and wages to technical staff and
$7,025 in technical hardware supplies, software tool-kits and technical
publications.


LICENSES
           We have a worldwide, non-exclusive, irrevocable, royalty-free, fully
paid license from Entropic, Inc., a Microsoft company, to incorporate their
speech engine into customized software applications for our customers. We also
have non-exclusive license agreements with Fonix Corporation, which allows us to
incorporate their text-to-speech software into our applications so clients can
listen to e-mail messages from any telephone.

                                       13
<PAGE>

EMPLOYEES

           As of December 31, 2004, we had 8 full-time employees, 1 part-time
employee, 2 part-time consultants for a total of 10 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

           Certain statements in this report on Form 10-KSB contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Act of 1995. These statements are typically identified by their
inclusion of phrases such as "the Company anticipates", or "the Company
believes", or other phrases of similar meaning. 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:

WE HAVE A LIMITED OPERATING HISTORY.

           We did not begin our voice-recognition business until December 1997.
Accordingly, we have a limited operating history on which to base an evaluation
of our business and prospects.


WE HAVE HISTORICALLY LOST MONEY AND MAY CONTINUE TO LOSE MONEY IN THE FUTURE.

           We have historically lost money. For the years ended December 31,
2004 and 2003, we had net losses of $2,959,888 and $2,002,742, respectively, and
net losses of $0.00 and $0.00 per share, respectively. Future losses are likely
to occur. Accordingly, we may experience significant liquidity and cash flow
problems because our operations are not profitable. No assurances can be given
that we will be successful in reaching or maintaining profitable operations.







                                       14
<PAGE>

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 timing of sales of our products and services;

     o    the timing of product implementation, particularly large design
          projects;

     o    unexpected delays in introducing new products and services;

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

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

     o    the mix of product license and services revenue; and

     o    costs related to possible acquisitions of technology or businesses.


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 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.

                                       15
<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 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 call-processing and voice-recognition industries are highly
competitive, and we believe that this competition will intensify. The segment of
the voice-recognition industry that supplies call-processing systems to
businesses is also extremely competitive. 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

                                       16
<PAGE>

do. Our competitors could use these resources to develop products that are more
effective or less costly than any or all of our 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. Industry analysts recognize Nuance Communications, Inc. and
SpeechWorks International, Inc., a wholly-owned subsidiary of ScanSoft, Inc., as
the market leaders in our industry. Nuance sells software to a broad range of
companies directly and through a channel of resellers. Nuance's five largest
resellers, based on revenue in 2002, were Nortel Networks, Edify (a subsidiary
of S1 Corporation), Motorola, Syntellect and Avaya. Speechworks' clients
include, among others, America Online, Amtrak, AT&T, Aetna, Bell Canada,
Continental Airlines, Ford Motor Company, France Telecom, GMAC Commercial
Mortgage, Jaguar Cars, Microsoft, Neiman Marcus, Nortel Networks, Quantas
Airlines, The Boeing Company, The Hartford Insurance, Thrifty Car Rental,
Ticketmaster, United Airlines, U.S. Postal Service, Wachovia/First Union
Corporation, Yahoo.

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

                                       17
<PAGE>

issued to others and the claims of these patents are ultimately determined to be
valid, we may be required to obtain licenses under patents of others in order to
develop, manufacture use, import and/or sell our products. We may not be able to
obtain licenses under any of these patents on terms acceptable to us, if at all.
If we do not obtain these licenses, we could encounter delays in, or be
prevented entirely from using, importing, developing, manufacturing, offering or
selling any products or practicing any methods, or delivering any services
requiring such licenses.

IF WE ARE NOT ABLE TO PROTECT OUR TRADE SECRETS THROUGH ENFORCEMENT OF OUR
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTS, THEN WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY AND WE MAY NOT BE PROFITABLE.

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

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 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, 2005, Jerome R. Mahoney, our president, chief
executive officer, chief financial officer and director, owned approximately
79.3% 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.

                                       18
<PAGE>

OUR INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND FAILURE TO ADAPT
OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS TO BECOME
OBSOLETE.

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

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, and our key employees in our finance, technology,
sales and marketing operations. The loss of any of our key personnel 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.

                                       19
<PAGE>

UPON DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF TREY RESOURCES, INC. AND
OUR AUTOMATED REMINDER BUSINESS 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 and our Automated Reminder business, as described
in the registration statement on Form SB-2 of Trey Resources, Inc., 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 PROPOSED DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF IVOICE
TECHNOLOGY, INC. AND OUR INTERACTIVE VOICE RESPONSE BUSINESS 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 proposed distribution to our stockholders of shares of
Class A common stock of iVoice Technology and our Interactive Voice Response
business, as described in the registration statement on Form SB-2 of iVoice
Technology, Inc., our president, chief executive officer and director, Jerome R.
Mahoney, will serve as 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.




                                       20
<PAGE>

UPON THE PROPOSED DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF DEEP FIELD
TECHNOLOGIES, INC. AND OUR INTERACTIVE VOICE RESPONSE BUSINESS 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 proposed distribution to our stockholders of shares of
Class A common stock of Deep Field Technologies and our Interactive Voice
Response business, as described in the registration statement on Form SB-2 of
Deep Field Technologies, Inc., our president, chief executive officer and
director, Jerome R. Mahoney, will serve as 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 PROPOSED DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF
SPEECHSWITCH, INC. AND OUR INTERACTIVE VOICE RESPONSE BUSINESS 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 proposed distribution to our stockholders of shares of
Class A common stock of SpeechSwitch and our Interactive Voice Response
business, as described in the registration statement on Form SB-2 of
SpeechSwitch, Inc., our president, chief executive officer and director, Jerome
R. Mahoney, will serve as 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.



                                       21
<PAGE>

                                 OUR SECURITIES

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

           We intend to retain any future earnings to finance the growth and
development of our business. Therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.

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.

           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.

                                       22
<PAGE>

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. As of December 31, 2004, approximately 12,490,212
shares of our Class A common stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, upon
compliance with Rule 144 of the Securities Act, or pursuant to another exemption
from registration.

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, 2004, we had all of our remaining authorized shares,
approximately 855,112,126 shares of Class A common stock, reserved for possible
future issuance.

REPORTS TO SECURITY HOLDERS

           The Company is a "reporting company" and it files 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
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by call 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 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.

                                       23
<PAGE>

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, 2004, no matters were
submitted to a vote of security holders.






























                                       24
<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 OTC Bulletin
Board under the symbol "IVOC." The following table shows the high and low
closing prices for the periods indicated.

                                                High             Low
                                                ----             ---
           2003

           First Quarter                       $0.0080         $0.0003
           Second Quarter                      $0.0090         $0.0002
           Third Quarter                       $0.0380         $0.0004
           Fourth Quarter                      $0.0110         $0.0029

           2004

           First Quarter                      $0.00281        $0.00219
           Second Quarter                     $0.00112        $0.00088
           Third Quarter                      $0.00088        $0.00081
           Fourth Quarter                     $0.00062        $0.00050

HOLDERS OF COMMON EQUITY.

           As of December 31, 2004, the number of record holders of our common
shares was approximately 711.

DIVIDEND INFORMATION.

           To date, the Company has never paid a dividend. We have no plans to
pay any dividends in the near future. We intend to retain all earnings, if any,
for the foreseeable future, for use in our business operations.

SALES OF UNREGISTERED SECURITIES.

           In the year ending December 31, 2004, the Company issued the
following unregistered securities pursuant to various exemptions from
registration under the Securities Act of 1933:

     o    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.

     o    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

                                       25
<PAGE>

          principal on outstanding notes payable, issued as advances on the
          equity line financing with Cornell Capital Partners, LP.

     o    During the year ended December 31, 2004, the Company issued 75,682,200
          shares of Class A common stock for interest on outstanding notes
          payable valued at $37,841.

     o    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.

     o    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.

     o    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.


           We relied upon the exemption provided in Section 4(2) of the
Securities Act and/or Rule 506 thereunder, which cover "transactions by an
issuer not involving any public offering," to issue securities discussed above
without registration under the Securities Act of 1933. The Company made a
determination in each case that the person to whom the securities were issued
did not need the protections that registration would afford. The certificates
representing the securities issued displayed a restrictive legend to prevent
transfer except in compliance with applicable laws, and our transfer agent was
instructed not to permit transfers unless directed to do so by our Company,
after approval by our legal counsel. The Company believes that the investors to
whom securities were issued had such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of the
prospective investment. The Company also believes that the investors had access
to the same type of information as would be contained in a registration
statement.

DESCRIPTION OF SECURITIES

           Pursuant to our certificate of incorporation, as amended, we are
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. 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. Accordingly, Mr. Mahoney has agreed that,
until such time as our right to receive advances under the Equity Line of Credit
Agreement expires and until we have increased the number of authorized shares of
Class A common stock in an amount sufficient to issue all shares of our Class A
common stock underlying all then-outstanding options, warrants, debentures,
Class B common stock or other obligations to issue shares of our Class A common
stock, Mr. Mahoney will not convert any of his shares of Class B common stock or
the balance due under his convertible promissory note dated March 20, 2001, as
amended August 12, 2002, if any such conversion or

                                       26
<PAGE>

conversions, in the aggregate would result in our issuance to Mr. Mahoney of
more than 1,200,000,000 shares of our Class A common stock.

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, 2004, we had 9,248,728,373 shares of Class A common stock
issued and 9,144,887,874 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 1,714,180 shares outstanding as of
December 31, 2004. On December 31, 2004, these shares of Class B common stock
were convertible into 28,101,311,475 shares of Class A common stock.

                                       27
<PAGE>

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:



























                                       28
<PAGE>

     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.

           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.

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.

                                       29
<PAGE>

           As of December 31, 2004, we had outstanding, to persons other than
employees, options and warrants to purchase 6,488,260 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 $0.135 per
share. These warrants will expire at various times through November, 2006.

DEBT

           In January 2003, our subsidiary, Trey Resources, Inc., 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 shares of our Class A common stock, at a price equal to either (a) an
amount equal to 120% of the closing bid price for shares of Class A common stock
on September 19, 2003, or (b) an amount equal to 80% of the average of the four
lowest closing bid prices of our Class A common stock for the five (5) trading
days immediately preceding the date of conversion. At December 31, 2003, a total
of $140,000 in debenture proceeds had been received and is outstanding as of
that date.

           Trey Resources filed a registration statement on Form SB-2, with the
Securities and Exchange Commission on October 24, 2003, relating to, among other
things, the registration of shares to be issued upon conversion of Trey
Resource's outstanding convertible debentures. In connection therewith, we
agreed to provide a full and unconditional guaranty of the payment and
performance obligations of Trey Resources, in accordance with the terms of a
securities purchase agreement between Trey Resources and Cornell Capital
Partners. This guaranty cannot be discharged, except by complete performance of
the obligations under the securities purchase agreements and the related
documents. Notwithstanding anything to the contrary, so long as the outstanding
principal amount is zero or would be made zero simultaneously with the
termination, we shall have the right to terminate the guaranty at any time by
providing written notice of such termination. With the distribution of Trey to
the shareholders, this guaranty has been eliminated.

           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 28, 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 28, 2005,
convertible notes equal in principal to $500,000 were terminated and replaced
with secured promissory notes of the same value.

                                       30
<PAGE>

           In order to provide necessary working capital for SpeechSwitch, Inc.
("SpeedSwitch"), in August 2004, SpeedSwitch 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 28, 2005, convertible
notes equal in principal to $1 million were terminated and replaced with secured
promissory notes of the same value.


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.


PLAN OF OPERATION.

           To date, iVoice has incurred substantial losses and does not produce
enough cash from operations to cover its operating cash requirement. 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.

           Our desired distribution channel is through Original Equipment
Manufacturers (OEMs) and Value Added Resellers (VARs). iVoice is currently
focused on developing its dealer and reseller channels to increase market share.
Management believes it can leverage already existing equipment manufacturer's
reseller channels by integrating its speech recognition software directly into
their established revenue producing product lines. The TAPI interface allows for
rapid and economical deployment to new and existing end users operating on a
TAPI platform. Management is cognizant of the opportunities that exist in
obtaining an OEM agreement with manufacturers whereby iVoice software can be
shipped within the manufacturers PBX system and deployed directly upon system
installation. We distribute our software products through a network of
authorized dealers and distributors throughout North America and also sell
direct to end users in geographic locations where an existing dealer
relationship does not exist. We provide thorough installation and training to
dealers allowing them to provide end customer support.

                                       31
<PAGE>

           iVoice has determined that the best way to create shareholder value,
separate and apart from the operating performance of iVoice, is to implement new
business opportunities by distributing shares of spin-offs 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:

           Trey Resources:
           ---------------
           In February 2004, iVoice spun off Trey Resources, which closed on
           its first acquisition in June 2004 by acquiring an operating
           company with sales of over $2 million. Trey subsequently announced
           a letter of intent to acquire an additional company. The successful
           Trey Resources spin-off demonstrated the feasibility of the
           mechanism and established further opportunities for both entities.
           iVoice shareholders received one share of Trey Resources for every
           1,793 shares held in iVoice as of Feb. 9, 2004.

           iVoice, Inc:
           ------------
           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.

           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. Subject to final review by the
           SEC, holders of iVoice common stock will receive shares of iVoice
           Technology common stock on the record date, which has been
           tentatively set as November 1, 2004. The number of shares to be
           distributed to iVoice shareholders has not yet been determined. It
           is intended that the iVoice Technology common stock shares will
           trade on the NASD OTC Bulletin Board.

           iVoice Technology 2, 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, iVoice Technology 2, 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. Subject to
           final review by the SEC, holders of iVoice common stock will
           receive shares of iVoice Technology 2 common stock on the record
           date, which has been tentatively set as November 1, 2004. The
           payment date will be as soon as practicable after the SEC declares
           the iVoice Technology SB-2 registration statement effective. iVoice
           Technology 2 plans to list its shares on the NASD OTC Bulletin
           Board. The number of shares to be issued to iVoice shareholders has
           not yet been announced.

                                       32
<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. The record date for this distribution of Corporate
           Strategies common stock has been set for October 20, 2004 for
           shareholders of record of iVoice on that date. 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. 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.

           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. 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. Subject to final review by the
           SEC, holders of iVoice common stock will receive shares of
           SpeechSwitch common stock on the record date, which has been
           tentatively set by the iVoice Board of Directors as December 1,
           2004. The payment date will be as soon as practicable after the
           U.S. Securities and Exchange Commission declares the SpeechSwitch
           registration statement effective.

           We also continue to search for potential merger candidates with or
without compatible technology and products, which Management feels may make
financing more appealing to potential investors. In November 2002, we announced
signing a Letter of Intent to purchase substantially all of the assets of a
leading food equipment maintenance contractor located in New Jersey.
Subsequently, the parties terminated the Letter of Intent and released each
other from any obligations arising under the Letter of Intent.

           The Company recognizes its revenue using the percentage of completion
method. The Company determines the expected costs on a particular installation
by estimating the hardware costs and anticipated labor hours to configure and
install a system. Revenues are then recognized in proportion to the amount of
costs incurred as of the reporting date over the total estimated costs
anticipated. Unless special arrangements are made, the Company receives 50% of
the contract as a down payment on any product purchased with the balance due
upon

                                       33
<PAGE>

completion of the installation. The Company accepts company checks or
Visa/Mastercard and American Express.

           The Company's Research & Development efforts have produced greater
product reliability and have added features to existing products already
available that we believe make our products highly competitive in the
marketplace. We recently announced a new training adaptation system to our
speech recognition engine that dramatically enhances recognition accuracy.

           Provided sufficient funding is obtained, the Company intends to hire
additional personnel in the next twelve months particularly in the sales
department.

DECEMBER 31, 2004 COMPARED TO DECEMBER 31, 2003

           Sales for the year ended December 31, 2004 were $358,375, a decrease
of $84,612 or 19.1% as compared to sales of $442,987 for the year ended December
31, 2003. The decrease in sales for the year reflects continued sluggish demand
for the Company's speech recognition telecommunication products as well as
reduced resources devoted to sales and marketing efforts. For the years ended
December 31, 2004 and 2003, IVR sales totaled $239,114 and $303,756,
respectively, a decrease $64,642 or 21.3%. For the years ended December 31, 2004
and 2003, total sales of our Speech Enabled Auto Attendant products amounted to
$108,222 and $130,725 respectively, a decrease of $22,503 or 17.2%. Other
revenues, primarily from the sales of our unified messaging products, increased
from $9,856 in the year ended December 31, 2003 to $11,039 in the year ended
December 31, 2004, for an increase of $1,183 or 12.0%.

           The Company's gross profit for the year ended December 31, 2004 was
$222,172, a decrease of $41,303 or 15.7% compared to $263,475 for the year
ending December 31, 2003. The Company's gross margin percentage for the twelve
months ended December 31, 2004 was 62.0% versus 59.5% for the prior year. This
represents a 2.5% increase over the gross profit percentage recorded for the
same prior year period. The gross margin is dependent, in part, on product mix,
which fluctuates from time to time; complexity of a communication system
installation which determines necessary hardware requirements and may not have a
proportionate relationship with the system selling price; and the ability of
Company technology personnel to efficiently configure and install the Company's
communications products. The dollar amount of gross profit has decreased as a
result of the decrease in revenues for the comparative periods. The increase in
gross margin percentages year over year is a result of a more favorable product
mix.

           Operating expenses increased from $1,362,934 for the year ended
December 31, 2003 to $1,905,100 for the year ended December 31, 2004 an increase
of $542,166 or 39.8%. Material changes in specific classifications of operating
expenses include an increase in total payroll and benefit costs of $165,914 and
an increase in legal, professional and consulting expenses of $431,739 primarily
related to the work on the spin-offs. These increases were only partially offset
by decreases in Depreciation and Amortization expenses of $88,004.

           The net loss from continuing operations for the year ending December
31, 2004 was $1,682,928 compared to $1,099,459 for the year ended December 31,
2003. This decrease of

                                       34
<PAGE>

$583,469 was a result of the decrease in net revenues and gross profit from year
to year combined with higher operating expenses in current year as described
above.

           Other income included amounts 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. After related commissions and
expenses related to application submission the Company received cash proceeds of
$56,257 and $146,649 for the years ended December 31, 2004 and 2003
respectively. Other Income for the year ended December 31 2004 also reflects the
write off of $88,767 in Accounts payables invoices which relate to prior years
and an increase in interest income of $109,804 over prior year.

           For the year ended December 31, 2003, the company realized a gain of
$101,237 on the sale of 33,000,000 shares of Celerity Systems Inc.

           During 2004, the company wrote off financing costs of $1,408,251.

           Total interest expense decreased $672,917 from $753,564 in the year
ended December 31, 2003 compared to $80,647 in 2004. The decrease is primarily
attributable to discounts incurred on the drawdowns the Company made on the
Equity Line of Credit with Cornell Capital. Interest expense reflects interest
on the Company's outstanding convertible debentures and promissory notes,
interest on related party and capital lease obligations as well as fees and
discounts charged to expense for the beneficial conversion features related to
the advances on the Company's Equity Line of Credit and convertible debt
obligations.

           The Company incurred costs of $67,828 in the year ended December 31,
2003, related to the spin-off of its wholly owned subsidiary, Trey Resources,
Inc. as discussed elsewhere in this filing. These costs consist primarily of
legal, accounting, printing and reproduction as well as securities filing fees.

           The loss from discontinued operations reflects the operating results
of Trey Resources, Inc., a wholly owned subsidiary that the Company distributed
to its current shareholders in the form of a dividend in early 2004.

           Net Loss increased $957,146 to $2,959,888 for the year ended December
31, 2004 compared to $2,002,742 for the year ended December 31, 2003 as a 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.

                                       35
<PAGE>

           During the year ended December 31, 2004 and 2003, the Company
generated sales of $358,375 and $442,987, incurred net losses of $2,959,888 and
$2,002,742 and had cash flow deficiencies from operating activities of
$1,213,318 and $1,142,159 respectively. These matters raise substantial doubt
about iVoice's ability to generate cash flows through its current operating
activities sufficient enough that its existence can be sustained without the
need for external financing.

           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 $93,000
per month. These monthly expenses are anticipated to consist of the following:
payroll and benefits of $68,000, occupancy costs of $8,200, sales and marketing
expenses of $2,500, professional fees of $6,000 and miscellaneous administrative
obligations and expenses of $8,300. We expect to fund these monthly obligations
from current operations, 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, 2004, iVoice had a net increase in
cash of $3,479,135. iVoice's principal sources and uses of funds in the year
ended December 31, 2004, were as follows:

           CASH USED BY OPERATING ACTIVITIES. iVoice used $1,213,318 in cash for
operating activities in the year ended December 31, 2004 an increase of $71,159
compared to $1,142,159 in cash used for operating activities in the year ending
December 31, 2003. The increase in cash used in operations results primarily
from the increase loss from operation of the Company for the year ending
December 31,2004.

           CASH USED IN INVESTING ACTIVITIES. iVoice used $856,965 in cash in
investing activities in the year ended December 31, 2004 an increase of $944,878
compared to $84,913 in cash provided from investing activities for the year
ended December 31, 2003. The increase in cash used in investing activities is
the result of a $750,000 investment in common stock and convertible debentures
of Corporate Strategies, Inc. in June 2004.

           CASH USED IN FINANCING ACTIVITIES. Financing activities in the year
ended December 31, 2004 provided a total of $5,544,870 in cash. This total
consisted primarily of the issuance of $5,650,000 in promissory notes payable,
which represents advances under the equity line of credit with Cornell Capital
Partners, and the sale of convertible debentures of $1,760,000. These amounts
were offset by the repayment of related party obligations of $71,630 and the
repayment of notes payable of $1,793,500.

           Below is a description of iVoice's principal sources of funding since
June 2002:

           In June 2002, we entered into an Equity Line of Credit with Cornell
Capital Partners, L.P. Pursuant to the Equity Line of Credit, we may, at our
discretion, periodically sell to Cornell Capital Partners shares of Class A
common stock for a total purchase price of up to

                                       36
<PAGE>

$5.0 million. For each share of Class A common stock purchased under the Equity
Line of Credit, Cornell Capital Partners will pay 91% of the lowest closing bid
price on the Over-the-Counter Bulletin Board or other principal market on which
our common stock is traded for the 5 days immediately following the notice date.
Cornell Capital Partners is a private limited partnership whose business
operations are conducted through its general partner, Yorkville Advisors, LLC.
Further, Cornell Capital Partners will retain 5% of each advance under the
Equity Line of Credit. In addition, iVoice engaged Westrock Advisors, Inc., a
registered broker-dealer, to advise it in connection with the Equity Line of
Credit. For its services, Westrock Advisors received 500,000 shares of iVoice's
Class A common stock. On August 14, 2002, iVoice registered 399,500,000 shares
of Class A common stock to be issued under the Equity Line of Credit.

           In August and November 2002, iVoice borrowed a total of $470,000 from
Cornell Capital partners, evidenced by two promissory notes. One note was issued
in August 2002 in the principal amount of $250,000. This note is due 120 days
after issuance. This note bears interest at 8% per year if not paid by the
maturity date. The second note was issued in November 2002 in the principal
amount of $220,000. This note is due 150 days after issuance. This note bears
interest at 12% per year if not paid by the maturity date. As of January 15,
2003, iVoice owed Cornell Capital Partners an aggregate of $179,671 under these
two promissory notes. The proceeds under these notes represent advances under
the Equity Line of Credit that we anticipate will be repaid through the issuance
of Class A common stock pursuant the terms of the Equity Line of Credit
agreement.

           Through December 31, 2002, iVoice has issued a total of 173,362,846
shares of Class A common stock for repayment of $235,333 in principal on the
$470,000 of notes payable issued for advances on the equity line financing with
Cornell Capital Partners, LP.

           In June 2002, We also raised $255,000 from the sale of convertible
debentures. These debentures are convertible into shares of 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 of the common stock as of the closing date or
(b) an amount equal to eighty percent (80%) of the average closing bid price of
the common stock for the four trading days immediately preceding the conversion
date. These convertible debentures accrue interest at a rate of 5% per year and
are convertible at the holder's option. These convertible debentures have a term
of two years. As of December 31, 2002, all amounts outstanding under these
convertible debentures have been redeemed. iVoice repaid $70,000 in cash and
issued 129,645,133 shares of Class A common stock upon conversion of $185,000 in
principal and $4,725 in interest, due under these debentures.

           In February 2003, we amended the Equity Line of Credit agreement with
Cornell Capital Partners, LP. The principal terms of this new agreement are
substantially identical to the terms pursuant to the Equity Line of Credit
Agreement entered into in June 2002 with Cornell. Under this amended agreement,
the Company registered for resale with the Securities and Exchange
Administration a total of 5,000,000,000 Class A common shares for a maximum
commitment of $5,000,000.

           Throughout 2003, we periodically requested drawdowns on the Equity
Line of Credit agreement with Cornell Capital Partners. In doing so, we received
cash advances totaling

                                       37
<PAGE>

$4,530,000 for which we issued 2,758,866,421 shares of our class A Common stock
representing the repayment of the advances, $4,087 in interest and $468,955 in
market discount in accordance with the terms of the Equity Credit Line
agreement. At December 31, 2003, all outstanding advances were repaid.

           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 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 days from the date of issue with interest accruing at 24%
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.
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,
2004 the unpaid balance of $856,500.

           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.

                                       38
<PAGE>

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.

           Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in ss.ss.240.13a-14(c) and 240.15d-14(c)) as of December
31, 2004. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective in timely alerting them to the material information relating to us (or
our consolidated subsidiaries) required to be included in our periodic SEC
filings. For the fiscal year ended December 31, 2003 and 2004, Jerome R. Mahoney
served as the Chief Executive Officer, Chief Financial Officer and sole
corporate officer of the Company

CHANGES IN INTERNAL CONTROLS.

           There were no significant changes made in our internal controls
during the period covered by this report, or to our knowledge, in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.















                                       39
<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. Mr Mahoney
has served as President, CEO and Director shown since May 1999, and is expected
to continue to serve until the next annual meeting of shareholders. Mr. Esser
has served as a Director since February xx, 2004.

                                                             Period Served as
Name                      Age         Position               Officer\Director
----                      ---         --------               ----------------

Jerome R. Mahoney         44          President, CEO,        5-21-99 to present
                                      Director

Frank V. Esser            65          Director               2-24-04 to present

           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, 2004, the Company
did have an audit committee in place and has one independent member of the Board
of Directors.

           For the year ended December 31, 2004, the Board held no meetings and
did not act thru written unanimous consent in lieu of a meeting.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

           We are not aware of any officer or director that did not comply with
Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year
ended December 31, 2003, except for Jerome R. Mahoney who was late in filing
Form 4, but has now filed all required Form 4 for the period ended December 31,
2004.


BUSINESS EXPERIENCE

           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

                                       40
<PAGE>

merged with on May 21, 1999. 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 2004 and the Head 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 holds a BBA degree from Baruch
College of the City University of New York and is a Certified Public Accountant
in New York State.

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.

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.







                                       41
<PAGE>

                           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(1)
  Chief Executive Officer      2004    $270,000      0          $0             0             0           $866 (4)
  and President                2003    $255,552      0          $0             0             0           $866 (4)
                               2002    $232,320      0       $45,605(3)        0             0           $866 (4)

Kevin Whalen (2)               2004       $0         0           0             0             0              0
  Chief Financial Officer      2003     $33,333      0           0             0             0              0
                               2002    $100,000      0           0             0             0              0

Frank V Esser (5)              2004     $12,818      0           0             0             0              0
  Director                     2003       $0         0           0             0             0              0
</TABLE>

(1)  Mr. Mahoney has been serving as our Chief Financial Officer since May 1,
     2003.

(2)  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.

(3)  Represents amounts accrued for reimbursement of income taxes paid by Mr.
     Mahoney on sales of personal holdings of iVoice Class A common shares, the
     proceeds of which have been loaned to iVoice.

(4)  Represents $866 in life insurance premiums paid on behalf of Mr. Mahoney
     for the year ending December 31, 2004, 2003 and 2002.

(5)  Mr. Esser has been serving as an outside Board Member and Head of the Audit
     Committee since February, 2004.


Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<TABLE><CAPTION>
                                                                                  Value of Unexercised
                                                                                  --------------------
         Shares Acquired on     Value      Number of Securities Underlying      In-the-Money Options/SARs
         -------------------    ------     --------------------------------     -------------------------
              Exercise        Realized    Unexercised Options/SARs at FY-End          at FY-End ($)
              ---------       ---------   -----------------------------------         -------------
Name             (#)             ($)         (#) Exercisable/Unexercisable      Exercisable/Unexercisable
----             ---             ---         -----------------------------      -------------------------
<S>              <C>             <C>                      <C>                            <C>
None              0               0                        0                              0 / 0
</TABLE>

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.

                                       42
<PAGE>

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.

           The following employment agreements were entered into by the
Company's wholly owned subsidiaries:

           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.
           iVoice Technology, Inc. will compensate Mr. Seidler with a base
           salary of $85,000 with certain incentive bonuses based upon revenues
           and pre-tax profit margins.

           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.

           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. 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.

                                       43
<PAGE>

           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.



















                                       44
<PAGE>

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, 2005 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, 2005 a
total of 9,854,728,373 shares of Class A common stock outstanding and a total of
1,677,214 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, 2005, through
the exercise or conversion of any stock option, convertible security, warrant or
other right. Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power (or shares that power with that
person's spouse) with respect to all shares of capital stock listed as owned by
that person or entity.

                            OWNERSHIP OF COMMON STOCK
<TABLE><CAPTION>
                                                                   COMMON STOCK
                                                                 BENEFICIALLY OWNED
                                                                 ------------------
NAME/ADDRESS                      TITLE OF CLASS              NUMBER           PERCENT
------------                      --------------              ------           -------
<S>                            <C>                     <C>                      <C>
Jerome R. Mahoney              Class A Common Stock     37,803,318,852(1)        79.3%
c/o iVoice, Inc.               Class B Common Stock          1,677,214(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         Class A Common Stock     37,817,497,423           79.3%
  officer as a group           Class B Common Stock          1,677,214          100.0%
</TABLE>

---------------------
(1)  Includes (i) 450,000 shares of our Class A common stock held by Mr.
     Mahoney's minor children, (ii) 27,495,311,475 shares of our Class A common
     stock issuable upon conversion of 1,677,214 shares of our Class B common
     stock held by Mr. Mahoney, and (iii) 10,307,557,377 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, 2005,
     the total balance owed to Mr. Mahoney was $628,761, convertible into
     628,761 shares of our Class B common stock, or 10,307,557,377 shares of our
     Class A common stock. Since 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, Mr.
     Mahoney has agreed that, until such time as our right to receive advances
     under the Equity Distribution Agreement expires and until we

                                       45
<PAGE>

     have increased the number of authorized shares of Class A common stock in
     an amount sufficient to issue all shares of our Class A common stock
     underlying all then-outstanding options, warrants, debentures, Class B
     common stock or other obligations to issue shares of our Class A common
     stock, Mr. Mahoney will not convert any of his shares of Class B common
     stock or the balance due under his convertible promissory note, if any such
     conversion or conversions, in the aggregate, would result in our issuance
     to Mr. Mahoney of more than 1,200,000,000 shares of our Class A common
     stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER 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.

           The following table sets forth information as of December 31, 2004
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
                                   issued upon exercise of        Weighted average exercise
                                outstanding options, warrants   price of outstanding options,    Number of securities remaining
      Plan category                      and rights                 warrants and rights         available for future issuance
                                             (a)                             (b)                              (c)

<S>                                          <C>                           <C>                                <C>
Equity compensation plans                     0                             $0.00                              0
approved by security holders
Equity compensation plans not             6,488,260(1)                      $0.135                             0
approved by security holders.
Total                                     6,488,260                         $0.135                             0
</TABLE>

(1)  Consists of warrants to purchase 6,488,260 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 $0.135 per share. These warrants
     will expire at various times through November, 2006

                                       46
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

CHANGE OF CONVERSION PRICE OF CLASS B COMMON STOCK

           On October 15, 2002, our stockholders approved a change in the
conversion price of our Class B common stock held by Jerome R. Mahoney, our
president, chief executive officer, chief financial officer and director. On
January 13, 2003, we amended our certificate of incorporation to provide that
the Class B common stock is convertible into the number of shares of Class A
common stock determined by dividing the number of Class B common stock being
converted by 50% of the lowest price that we had previously issued our Class A
common stock. Previously, each share of Class B common stock was convertible
into 100 shares of Class A common stock. Accordingly, the number of shares of
Class A common stock to be received by Mr. Mahoney upon conversion of the Class
B common stock will be greater as the price of the Class A common stock
declines.

ISSUANCE AND AMENDMENT OF CONVERTIBLE PROMISSORY NOTE

           During the period from June 2000 through December 2002, Mr. Mahoney
had sold personal holdings of shares of our Class A common stock and loaned the
proceeds of these sales to us to fund our working capital requirements. On March
20, 2001, we executed a promissory note and security agreement in favor of Mr.
Mahoney with respect to such loans. As a result, all of our assets are subject
to a security agreement with Mr. Mahoney. Trey Resources has agreed to assume
$250,000 of such outstanding indebtedness upon consummation of our proposed
spin-off of Trey Resources.

           On August 13, 2002, our board of directors approved amendments to the
promissory note dated March 20, 2001, to allow for the conversion of amounts due
thereunder into (i) one share of Class B common stock for each dollar owed, or
(ii) the number of shares of Class A common stock calculated by dividing (x) the
sum of the amount being prepaid by (y) 50% of the lowest issue price of our
Class A common stock since the first advance of funds under the note, whichever
the note holder chooses, or (iii) payment of the principal of the principal of
note, before any repayment of interest.

           As of September 30, 2002, the outstanding loan balance including
interest, monies loaned from the proceeds of stock sales, unpaid compensation,
income taxes incurred from the sale of stock and unreimbursed expenses, totaled
$2,009,822. On October 14, 2002, Mr. Mahoney converted $1,504,875 of the amounts
owed to him under the promissory note into 1,504,875 shares of Class B common
stock. At December 31, 2004, the total balance owed to Mr. Mahoney was $581,369,
convertible into 581,369 shares of our Class B common stock, or 9,530,639,344
shares of our Class A common stock.

           Since 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, Mr. Mahoney has agreed that, until such
time as our right to receive advances under the Equity Line of Credit Agreement
expires and until we have increased the number of authorized shares of Class A
common stock in an amount sufficient to issue all shares of our Class A common
stock underlying all then-outstanding options, warrants, debentures, Class B
common stock or

                                       47
<PAGE>

other obligations to issue shares of our Class A common stock, Mr. Mahoney will
not convert any of his shares of Class B common stock or the balance due under
his convertible promissory note, if any such conversion or conversions, in the
aggregate, would result in our issuance to Mr. Mahoney of more than
1,200,000,000 shares of our Class A common stock.

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

ADMINISTRATIVE SERVICE AGREEMENTS

           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.

           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.

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 is intended
that Trey Resources will own and operate our Automatic Reminder software
business as an independent publicly traded entity following the distribution.

           Trey Resources issued $40,000 in convertible debentures to The May
Davis Group in March 2003, and $100,000 in convertible debentures to Cornell
Capital Partners in September 2003. These debentures are convertible into shares
of Class A common stock of Trey Resources at a price equal to either (a) an
amount equal to 120% of the closing bid price of the Class A common stock of
Trey Resources as of the date of the distribution to our stockholders of shares
of Class A common stock of Trey Resources or (b) an amount equal to 80% of the
average closing bid price of the Class A common stock of Trey Resources for the
four trading days immediately preceding the conversion date. These convertible
debentures accrue interest at a rate of 5% per year and are convertible at the
holder's option. These convertible

                                       48
<PAGE>

debentures have a term of two years with all accrued interest due and payable at
the end of the term. At Trey Resources' option, these debentures may be paid in
cash or redeemed at a 20% premium prior to April 2004.

           In January 2003, Trey Resources entered into an equity line of credit
agreement. Under this agreement, Trey Resources may issue and sell to Cornell
Capital Partners shares of its Class A common stock for a total purchase price
of up to $10.0 million. Subject to certain conditions, Trey Resources will be
entitled to commence drawing down on its equity line of credit when its Class A
common stock under the equity line of credit is registered with the Securities
and Exchange Commission and will continue for two years thereafter. The purchase
price for the shares will be equal to 91% of the market price, which is defined
as the lowest closing bid price of the Class A Common Stock of Trey Resources
during the five trading days following the notice date. A cash fee equal to six
percent (6%) of the cash proceeds of the draw down is also payable at the time
of funding. To date, Trey Resources has not drawn down on the equity line of
credit.

           On October 24, 2003, Trey Resources filed with the Securities and
Exchange Commission a registration statement on Form SB-2 relating to the
registration of shares to be issued upon conversion of Trey Resource's
outstanding convertible debentures issued to The May Davis Group in March 2003
and Cornell Capital Partners in September 2003, and pursuant to an equity line
of credit agreement entered between Trey Resources and Cornell Capital Partners
in January 2003. In connection therewith, we agreed to provide a full and
unconditional guaranty of the payment and performance obligations of Trey
Resources, in accordance with the terms of securities purchase agreements
between Trey Resources and the holders of the convertible debentures, which
cannot be discharged, except by complete performance of the obligations under
the securities purchase agreements and the related documents. Under the
guaranty, if Trey Resources defaults in payment or performance of any of its
obligations under the convertible debentures, we are required to pay or perform
such obligations upon two days' written notice or demand by the holders of the
convertible debentures and to take an advance under the Equity Line of Credit on
the day of any such default, in the amount of $250,000 in order to repay to the
principal amount of the convertible debentures plus $50,000 within seven days of
default by Trey Resources. Notwithstanding anything to the contrary, so long as
the outstanding principal amount is zero or would be made zero simultaneously
with the termination, we shall have the right to terminate the guaranty at any
time by providing written notice of such termination.

           In January 2003, Trey Resources entered into a separate employment
agreement with Mr. Mahoney, our president, chief executive officer, chief
financial officer and sole director, pursuant to which Mr. Mahoney shall act as
Chairman of the Board of Trey Resources upon completion of our proposed spin-off
of Trey Resources. The agreement calls for annual compensation of $180,000 per
annum, and the usual and customary perquisites and benefits valued at
approximately $25,000. The agreement also provides for a bonus of $350,000 to be
paid upon successful completion of the proposed spin-off of Trey Resources.

           Trey Resources has agreed to assume $250,000 of such outstanding
indebtedness under the promissory note we issued to Jerome R. Mahoney on March
12, 2001, as amended on August 12, 2002 (described above), upon consummation of
our proposed spin-off of Trey Resources. The debt will be subject to a
promissory note having substantially the same terms

                                       49
<PAGE>

the promissory note we issued to Mr. Mahoney. Mr. Mahoney may, at his sole
discretion, convert such debt into Class B Common Stock of Trey Resources at the
rate of one dollar per share, which stock will be convertible at any time into
Class A common stock at a rate equal to 50% of the lowest price that Trey
Resources issues shares of Class A common stock of Trey Resources subsequent to
the date of the note.

           Mr. Mahoney has agreed to forego receipt of Trey Resource's Class A
common stock that he otherwise would have been eligible to receive from the
proposed spin-off of Trey Resources by virtue of his ownership of our Class B
common stock.

           In February 2003, we entered into an administrative services
agreement with Trey Resources, pursuant to which, upon consummation of the
proposed spin-off of Trey Resources, we 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 our services under the administrative
services agreement, Trey Resources has agreed to pay us an annual fee of
approximately $95,000. We believe that the fees for these services are less than
the fees that Trey Resources would incur if it had obtained these services
through other sources.

           In February 2004, Trey Resources was distributed to the shareholders
according to terms listed above.

PROPOSED SPIN-OFF OF IVOICE TECHNOLOGIES, DEEP FIELD TECHNOLOGIES & SPEECHSWITCH

           In September 7, 2004 iVoice announced that it intends to distribute
to the company's shareholders all common stock shares of its newly formed
subsidiary iVoice Technology, Inc. It is anticipated that the Form SB-2 will be
filed with the Securities and Exchange Commission during the week of November
15, 2004.

           In September 14, 2004 iVoice announced that it intends to distribute
to the company's shareholders all common stock shares of its newly formed
subsidiary Deep Field Technologies, Inc. It is anticipated that the Form SB-2
will be filed with the Securities and Exchange Commission during the week of
November 15, 2004.

           In November 5, 2004 iVoice announced that it intends to distribute to
the company's shareholders all common stock shares of its newly formed
subsidiary SpeechSwitch, Inc. It is anticipated that the Form SB-2 will be filed
with the Securities and Exchange Commission during the week of November 15,
2004.

           In connection with the "spin-offs" of the subsidiaries, the Company
will transfer $4 million of intangible assets, in the aggregate, to the
subsidiaries upon the completion of the spin-off.

                                       50
<PAGE>

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

           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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(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        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.

10.01      Letter Agreement dated June 28, 2002 (incorporated herein by
           reference to Exhibit 10.24 to the Registration Statement on Form SB-2
           filed on July 2, 2002).

10.02      Promissory Note dated as of August 16, 2002 given by iVoice, Inc. to
           Cornell Capital Partners, L.P. (incorporated herein by reference to
           Exhibit 10.24 to the Registration Statement on Form SB-2 filed on
           January 25, 2003).

10.03      Promissory Note dated as of November 27, 2002 given by iVoice, Inc.
           to Cornell Capital Partners, L.P. (incorporated herein by reference
           to Exhibit 10.26 to the Registration Statement on Form SB-2 filed on
           January 25, 2003).


                                       51
<PAGE>

10.04      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).

10.05      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).

10.06      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).

10.07      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).

10.08      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).

10.09      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).

10.10      Form of Guaranty by iVoice, Inc. in favor of holders of Convertible
           Debt of Trey Resources, Inc. (incorporated herein by reference to
           Exhibit 10.33 of the Registration Statement on Form SB-2 filed on
           January 2, 2004).

10.11      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).

10.12      Equity Line of Credit Agreement dated January 24, 2003 between
           Cornell Capital Partners, LP, and iVoice Acquisition 1, Inc.
           (incorporated herein by reference to Exhibit 10.1 of the Quarterly
           Report on Form 10-Q for the quarterly period ended March 31, 2003,
           filed with the SEC on May 12, 2003)

10.13      Registration Rights Agreement dated January 24, 2003 between Cornell
           Capital Partners, LP, and iVoice Acquisition 1, Inc. (incorporated
           herein by reference to Exhibit 10.2 of the Quarterly Report on Form
           10-Q for the quarterly period ended March 31, 2003, filed with the
           SEC on May 12, 2003).

10.14      Stock Purchase Agreement dated January 24, 2003 between iVoice
           Acquisition 1, Inc. and listed Buyers (incorporated herein by
           reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for
           the quarterly period ended March 31, 2003, filed with the SEC on May
           12, 2003).

10.15      Form of 5% Convertible Debenture issued by iVoice Acquisition 1, Inc.
           (incorporated herein by reference to Exhibit 10.4 of the Quarterly
           Report on Form 10-Q for the quarterly period ended March 31, 2003,
           filed with the SEC on May 12, 2003).

                                       52
<PAGE>

10.16      Placement Agreement dated January 24, 2003 between iVoice Acquisition
           1, Inc. and Cornell Capital Partners LP. (incorporated herein by
           reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for
           the quarterly period ended March 31, 2003, filed with the SEC on May
           12, 2003).

10.17      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).

13.1       Form 10-QSB for the quarter ending March 31, 2003 incorporated by
           reference and previously filed with the Commission.

13.2       Form 10-QSB for the quarter ending June 30, 2003 incorporated by
           reference and previously filed with the Commission.

13.3       Form 10-QSB for the quarter ending September 30, 2003 incorporated by
           reference and previously filed with the Commission.

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 1350 as adopted pursuant to Section 906
           of the Sarbanes-Oxley Act of 2002 filed herein.*

---------------



(B) REPORTS ON FORM 8-K

           No reports on Form 8-K were filed during the last quarter of the
period covered by this Report.


ITEM 15. 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, 2004 and December
31, 2003 for (i) services rendered for the audit of the Company's annual
financial statements and the review of the

                                       53
<PAGE>

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                                    2004         2003
           --------                                    ----         ----

           Audit Fees                                $19,299      $19,775

           Audit - Related Fees                         --           --

           Tax fees                                  $ 2,350      $ 1,000

           All Other Fees                               --           --

           Total                                     $21,649      $20,775

           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.













                                       54
<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.


           Dated: March 9, 2005


                                          iVoice, Inc..

                                          By:/s/ JEROME R MAHONEY

                                          Jerome R. Mahoney

                                          President, Chief Executive Officer,

                                          Chief Financial Officer and Director





















                                       55
<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        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.

10.01      Letter Agreement dated June 28, 2002 (incorporated herein by
           reference to Exhibit 10.24 to the Registration Statement on Form SB-2
           filed on July 2, 2002).

10.02      Promissory Note dated as of August 16, 2002 given by iVoice, Inc. to
           Cornell Capital Partners, L.P. (incorporated herein by reference to
           Exhibit 10.24 to the Registration Statement on Form SB-2 filed on
           January 25, 2003).

10.03      Promissory Note dated as of November 27, 2002 given by iVoice, Inc.
           to Cornell Capital Partners, L.P. (incorporated herein by reference
           to Exhibit 10.26 to the Registration Statement on Form SB-2 filed on
           January 25, 2003).












                                       56
<PAGE>

10.04      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).

10.05      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).

10.06      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).

10.07      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).

10.08      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).

10.09      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).

10.10      Form of Guaranty by iVoice, Inc. in favor of holders of Convertible
           Debt of Trey Resources, Inc. (incorporated herein by reference to
           Exhibit 10.33 of the Registration Statement on Form SB-2 filed on
           January 2, 2004).

10.11      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).

10.12      Equity Line of Credit Agreement dated January 24, 2003 between
           Cornell Capital Partners, LP, and iVoice Acquisition 1, Inc.
           (incorporated herein by reference to Exhibit 10.1 of the Quarterly
           Report on Form 10-Q for the quarterly period ended March 31, 2003,
           filed with the SEC on May 12, 2003)

10.13      Registration Rights Agreement dated January 24, 2003 between Cornell
           Capital Partners, LP, and iVoice Acquisition 1, Inc. (incorporated
           herein by reference to Exhibit 10.2 of the Quarterly Report on Form
           10-Q for the quarterly period ended March 31, 2003, filed with the
           SEC on May 12, 2003).

10.14      Stock Purchase Agreement dated January 24, 2003 between iVoice
           Acquisition 1, Inc. and listed Buyers (incorporated herein by
           reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for
           the quarterly period ended March 31, 2003, filed with the SEC on May
           12, 2003).

10.15      Form of 5% Convertible Debenture issued by iVoice Acquisition 1, Inc.
           (incorporated herein by reference to Exhibit 10.4 of the Quarterly
           Report on Form 10-Q for the quarterly period ended March 31, 2003,
           filed with the SEC on May 12, 2003).

                                       57
<PAGE>

10.16      Placement Agreement dated January 24, 2003 between iVoice Acquisition
           1, Inc. and Cornell Capital Partners LP. (incorporated herein by
           reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for
           the quarterly period ended March 31, 2003, filed with the SEC on May
           12, 2003).

10.17      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).

13.1       Form 10-QSB for the quarter ending March 31, 2003 incorporated by
           reference and previously filed with the Commission.

13.2       Form 10-QSB for the quarter ending June 30, 2003 incorporated by
           reference and previously filed with the Commission.

13.3       Form 10-QSB for the quarter ending September 30, 2003 incorporated by
           reference and previously filed with the Commission.

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 1350 as adopted pursuant to Section 906
           of the Sarbanes-Oxley Act of 2002 filed herein.*


----------------
*  Filed herewith


                                       58
<PAGE>











                                  IVOICE, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003







<PAGE>
                                  IVOICE, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS
                                    --------


                                                                            Page
                                                                            ----


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ..................   1-2


CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets ..................................................   3-4

         Statements of Operations ........................................     5

         Statements of Stockholders' Equity (Deficiency) .................   6-9

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



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ............................... 13-38



<PAGE>
                         BAGELL, JOSEPHS & COMPANY, LLC
                200 HADDONFIELD BERLIN ROAD, GIBBSBORO, NJ 08026
                    TEL: 856.346.2628       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 sheet of IVOICE, INC. AND
SUBSIDIARIES as of December 31, 2004, and the related consolidated statements of
operations, stockholders' equity (deficiency) and cash flows for the year 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 audit.

We conducted our audit in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements for December 31, 2004 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 are in process of spinning out
their subsidiaries. These issues lead to 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.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IVOICE, INC. AND
SUBSIDIARIES as of December 31, 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.




                                                  Bagell, Josephs & Company, LLC
Gibbsboro, New Jersey
March 7, 2005

                                        1
<PAGE>


                          MENDLOWITZ WEITSEN, LLP, CPAS
               K2 BRIER HILL COURT, EAST BRUNSWICK, NJ 08816-3341
            TEL: 732.613.9700 FAX: 732.613.9705 E-MAIL: MW@MWLLP.COM
                                  WWW.MWLLP.COM


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


To the Board of Directors and Stockholders of iVoice, Inc.

We have audited the accompanying consolidated balance sheet of iVoice, Inc. and
subsidiaries as of December 31, 2003, and the related consolidated statements of
operations, stockholders' deficiency and cash flows for the year 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 consolidated financial position of iVoice,
Inc. and subsidiaries as of December 31, 2003 and the consolidated results of
their operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.


                                                   Mendlowitz Weitsen, LLP

                                                   MENDLOWITZ WEITSEN, LLP

East Brunswick, New Jersey
March 10, 2004

                                        2
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
<TABLE><CAPTION>
                                                                 December 31,
                                                         ---------------------------
                                                             2004           2003
                                                         ------------   ------------
<S>                                                      <C>            <C>
CURRENT ASSETS
  Cash and cash equivalents                              $  7,985,743   $  4,506,608
  Accounts receivable, net of allowance for
     doubtful accounts of $2,700 and $2,700                    54,766         38,738
  Inventory                                                     6,122         22,586
  Costs in excess of billings on uncompleted jobs                  --          3,947
  Net current assets of discontinued operations                    --         59,548
  Securities available for sale                               750,000             --
  Prepaid expenses and other current assets                    12,877        173,885
                                                         ------------   ------------

      Total current assets                                  8,809,508      4,805,312
                                                         ------------   ------------

PROPERTY AND EQUIPMENT, NET                                    39,349         38,842
                                                         ------------   ------------



OTHER ASSETS

  Software license costs, net of accumulated
     amortization of $454,000 and $406,350                         --         45,400
  Net long-term assets of discontinued operations                  --          9,000
  Intangible assets, net of accumulated
     amortization of $6,285 and $2,760                        216,505        131,046
  Deposits and other assets                                     6,666          7,000
                                                         ------------   ------------

      Total other assets                                      223,171        192,446
                                                         ------------   ------------

TOTAL ASSETS                                             $  9,072,028   $  5,036,600
                                                         ============   ============
</TABLE>



                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                        3
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS - (Continued)

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                -------------------------------------------------

<TABLE><CAPTION>
                                                             2004           2003
                                                         ------------   ------------
<S>                                                      <C>            <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                  $    450,503   $    326,991
  Due to related parties                                      581,369        472,828
  Net current liabilities of discontinued operations               --        637,467
  Notes Payable                                               856,500             --
  Convertible debentures                                    1,760,000        140,000
  Deferred maintenance contracts                               43,487         26,321
                                                         ------------   ------------

  Total current liabilities                                 3,691,859      1,603,607

      Total liabilities                                     3,691,859      1,603,607
                                                         ------------   ------------


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY (DEFICIENCY)
  Preferred stock, $1 par value; Authorized shares -
      1,000,000; Issued and outstanding shares - none              --             --
  Common stock, Class A:
      2004 - no par value; Authorized 10,000,000,000
         9,248,728,373 shares issued, 9,144,887,874
         shares outstanding
      2003 - no par value; Authorized 10,000,000,000
         4,719,808,096 shares issued, 4,719,208,096
         shares outstanding                                24,460,709     19,954,737
  Common stock, Class B: - no par value, Authorized
      shares - 3,000,000
      2004 - par value $.01; authorized 50,000,000
         2,204,875 shares issued, 1,714,180 shares
         outstanding,
      2003 - par value $.01; authorized 50,000,000
         2,204,875 shares issued, 1,799,875 shares
         outstanding                                               42            127
  Additional paid in capital                                       --             --
  Accumulated deficit                                     (19,051,782)   (16,493,071)
  Treasury stock, 2002 - 600,000 Class A shares, at cost      (28,800)       (28,800)
                                                         ------------   ------------


      Total stockholders' equity  (deficiency)              5,380,169      3,432,993
                                                         ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)  $  9,072,028   $  5,036,600
                                                         ============   ============
</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                        4
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE><CAPTION>
                                                                 For the Years Ended
                                                                     December 31,
                                                             ----------------------------
                                                                 2004            2003
                                                             ------------    ------------
<S>                                                          <C>             <C>
SALES, NET                                                   $    358,375    $    442,987

COST OF SALES                                                     136,203         179,512
                                                             ------------    ------------

GROSS PROFIT                                                      222,172         263,475
                                                             ------------    ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Selling expenses                                                 71,994         100,178
  General and administrative expenses                           1,712,462         925,618
  Research and development                                         59,195         187,685
  Depreciation and amortization                                    61,449         149,453
                                                             ------------    ------------

      Total selling, general and administrative expenses        1,905,100       1,362,934
                                                             ------------    ------------

LOSS FROM CONTINUING OPERATIONS                                (1,682,928)     (1,099,459)
                                                             ------------    ------------

OTHER INCOME \ (EXPENSE)
  Other income                                                    238,682         146,649
  Gain on Sale of Securities Held for Sale                             --         101,237
  Write off of financing costs                                 (1,408,251)             --
  Interest expense                                                (80,647)       (753,564)
                                                             ------------    ------------
      Total other expense                                      (1,250,216)       (505,678)
                                                             ------------    ------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES            (2,933,144)     (1,605,137)


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

NET LOSS FROM CONTINUING OPERATIONS                            (2,933,144)     (1,605,137)

COSTS IN CONNECTION WITH SPIN-OFF                                      --          67,828

LOSS FROM DISCONTINUED OPERATIONS
  Loss from Discontinued Operations - Trey Resources, Inc.         26,744         329,777
                                                             ------------    ------------

NET LOSS                                                     $ (2,959,888)   $ (2,002,742)
                                                             ============    ============

NET LOSS PER COMMON SHARE
  Continuing Operations:
      Basic                                                  $       (.00)   $       (.00)
                                                             ============    ============
      Diluted                                                $       (.00)   $       (.00)
                                                             ============    ============
  Discontinued Operations:
      Basic                                                  $       (.00)   $       (.00)
                                                             ============    ============
      Diluted                                                $       (.00)   $       (.00)
                                                             ============    ============
</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                        5
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




<TABLE><CAPTION>
                                                         Common Stock Class A           Common Stock Class B
                                                    -----------------------------   -----------------------------
                                                        Shares          Amount         Shares           Amount
                                                    -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>
Balance at January 1, 2003                            518,091,163   $     518,091       1,858,875   $         186

Collection of stock subscriptions                              --              --              --              --

Issuance of common stock for services                 306,666,667          30,667              --              --

Purchase of treasury stock                                     --              --              --              --

Issuance of common stock for cash                   2,756,142,084         322,863              --              --

Issuance of common stock for compensation                      --              --              --              --

Issuance of convertible debentures                             --              --              --              --

Issuance of stock on conversion of Class B shares     610,318,926          61,032         (59,000)            (59)

Issuance of stock on debenture conversion             466,859,715          49,386              --              --

Issuance of stock on interest conversion               61,129,541           6,113              --              --

Adjustment for change in par value                             --      18,966,585              --              --

Net loss for the year ended December 31, 2003                  --              --              --              --
                                                    -------------   -------------   -------------   -------------

Balance at December 31, 2003                        4,719,208,096   $  19,954,737       1,799,875   $         127
                                                    =============   =============   =============   =============
</TABLE>





                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                        6
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




<TABLE><CAPTION>
                                                                                                                    Total
                                                        Stock                       Additional                   Stockholders'
                                                    Subscriptions     Treasury       Paid in      Accumulated       Equity
                                                      Receivable       Stock         Capital        Deficit      (Deficiency)
                                                     ------------   ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Balance at January 1, 2003                           $         --   $    (28,800)  $ 13,619,554   $(14,490,329)  $   (381,298)

Collection of stock subscriptions                              --             --             --             --             --

Issuance of common stock for services                          --             --        348,833             --        379,500

Purchase of treasury stock                                     --             --             --

Issuance of common stock for cash                              --             --      4,910,780             --      5,233,643

Issuance of common stock for compensation                      --             --             --             --             --

Issuance of convertible debentures                             --             --         35,000             --         35,000

Issuance of stock on conversion of Class B  shares             --             --        (60,973)            --             --

Issuance of stock on debenture conversion                      --             --         66,414             --        115,800

Issuance of stock on interest conversion                       --             --         46,977             --         53,090

Adjustment for change in par value                             --             --    (18,966,585)            --             --

Net loss for the year ended December 31, 2003                  --             --             --     (2,002,742)    (2,002,742)
                                                     ------------   ------------   ------------   ------------   ------------

Balance at December 31, 2003                         $         --   $    (28,800)  $         --   $(16,493,071)  $  3,432,993
                                                     ============   ============   ============   ============   ============
</TABLE>



                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                        7
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




<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                  --              --              --              --
                                                    -------------   -------------   -------------   -------------

Balance at December 31, 2004                        9,144,887,871   $  24,143,459       1,714,180   $          42
                                                    =============   =============   =============   =============
</TABLE>





                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                        8
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




<TABLE><CAPTION>
                                                                                                                    Total
                                                        Stock                       Additional                   Stockholders'
                                                    Subscriptions     Treasury       Paid in      Accumulated       Equity
                                                      Receivable       Stock         Capital        Deficit      (Deficiency)
                                                     ------------   ------------   ------------   ------------   ------------
<S>                                                  <C>            <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                  --             --             --     (2,959,888)    (2,959,888)
                                                     ------------   ------------   ------------   ------------   ------------

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



                   The accompanying notes are an integral part
                    of the consolidated financial statement.

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




<TABLE><CAPTION>
                                                               For the Years Ended
                                                                   December 31,
                                                         ------------------------------
                                                             2004              2003
                                                         ------------      ------------
<S>                                                      <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                              $ (2,959,888)     $ (2,002,742)
   Adjustments to reconcile net loss to net cash
      (used in) provided by operating activities
   Depreciation and amortization                               10,274            38,348
   Amortization of prepaid expense                            248,407           147,000
   Amortization of intangibles                                 10,725             2,760
   Amortization of software licenses                           47,650           108,800
   Loss from discontinued operations                           22,196                --
   Gain on sale of securities held for sale                        --          (101,237)
   Discount on interest conversion                                 --            24,497
   Common stock issued for financing fees                   1,010,000                --
   Common stock issued for legal services                     110,000                --
   Common stock issued for patent service fees                 52,978                --
   Common stock issued for directors fees                      12,818                --
   Common stock issued for interest charges                    37,841            28,584
   Changes in certain assets and liabilities:
      Accounts receivable                                     (16,028)          (23,551)
      Inventory                                                16,464             9,292
      Other assets                                           (137,604)          (18,327)
      Accounts payable and accrued expenses                   303,683           622,421
      Deferred revenue                                         17,166            21,996
                                                         ------------      ------------

   Total cash used in operating activities                 (1,213,318)       (1,142,159)
                                                         ------------      ------------
</TABLE>




                   The accompanying notes are an integral part
                    of the consolidated financial statement.

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




<TABLE><CAPTION>
                                                                 For the Years Ended
                                                                    December 31,
                                                            ------------------------------
                                                                2004              2003
                                                            ------------      ------------
<S>                                                         <C>               <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                            (10,781)           (7,004)
   Investment in securities held for sale                       (750,000)          (50,000)
   Proceeds from dispositions in securities held for sale             --           151,237
   Purchase of intangibles                                       (96,184)           (9,320)
                                                            ------------      ------------

   Total cash provided by (used in) investing activities        (856,965)           84,913
                                                            ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                           --         5,233,652
   Repayments of related party loans                             (71,630)         (123,000)
   Proceeds from notes payable                                 5,650,000         1,700,000
   Repayment of notes payable                                 (1,793,500)       (1,934,667)
   Repayment of capital leases payable                                --           (13,928)
   Sale of convertible debentures                              1,760,000           140,000
                                                            ------------      ------------

   Total cash provided by financing activities                 5,544,870         5,002,057
                                                            ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                      3,474,587          3944,811


CASH AND EQUIVALENTS - Beginning of period -
   Continuing Operations                                       4,506,608           566,345
                                                            ------------      ------------
CASH AND EQUIVALENTS - Beginning of period -
   Discontinued Operations                                         4,548                --
                                                            ------------      ------------

CASH AND EQUIVALENTS - END OF PERIOD -
   Continuing Operations                                    $  7,985,743      $  4,506,608
                                                            ============      ============
CASH AND EQUIVALENTS - END OF PERIOD -
   Discontinued Operations                                  $         --      $      4,548
                                                            ============      ============

CASH PAID DURING THE YEAR FOR:
   Interest expense                                         $        640      $        700
                                                            ============      ============
   Income taxes                                             $         --      $         --
                                                            ============      ============
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                       11
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the Year Ended December 31, 2004
------------------------------------

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 f) 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.


For the Year Ended December 31, 2003
------------------------------------

During the year ended December 31, 2003, the Company:

a)   issued 235,000,000 shares of Class A common stock for consulting services
     valued at $315,000.

b)   issued 71,666,667 shares of Class A common stock for legal services valued
     at $64,500.

c)   issued 466,859,715 shares of its Class A common stock for the repayment of
     $115,800 in principal on its 12% Convertible Debentures.

d)   issued 58,405,204 shares of its Class A common stock for interest on its
     outstanding 12% Convertible Debentures valued at $24,497.

e)   issued 2,758,866,421 shares of Class A common stock with a total value of
     $5,237,730. Of this amount, $4,764,688 was for repayment of principal and
     $4,087 was for the repayment of interest on notes payable, issued as
     advances on the equity line financing with Cornell Capital Partners, LP.
     The balance of $468,955 was market discount charged to expense.


                   The accompanying notes are an integral part
                    of the consolidated financial statement.

                                       12
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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, 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. Trey Resources now owns and
     operates the Automatic Reminder software business as an independent
     publicly traded entity following this distribution.

     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.

                                       13
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

a)   Basis of Presentation (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., 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. and SpeedSwitch, Inc. to SpeechSwitch, Inc. 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 intends to
     dissolve the Nevada subsidiaries.

     In September 2004 and November 2004, the Company announced its intention to
     distribute to its stockholders shares of Class A common stock of it's three
     new subsidiaries upon successful completion of the filing of form SB-2 with
     the Securities and Exchange Commission. The forms were initially filed on
     November 11, 2004 and are back with the company with comments, which will
     be amended and refilled shortly. 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
     these subsidiaries.

     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 Technologies, Inc., Deep Field
     Technologies, Inc., SpeechSwitch, Inc. and Trey Resources, Inc. On February
     13, 2004, Trey Resources was distributed to iVoice shareholders through a
     spin-off transaction. 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, 2003 have also
     been reclassified to reflect Trey Resources as a discontinued operation.
     All significant intercompany transactions and balances have been eliminated
     in consolidation.

                                       14
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

b)   Principles of Consolidation (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., 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. and SpeedSwitch, Inc. to SpeechSwitch, Inc. 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 intends to
     dissolve 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.

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. 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.

                                       15
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

e)   Revenue Recognition
     -------------------
     The Company obtains its income primarily from the sale of its voice
     recognition and computer technology communication systems. Revenue for
     systems that require customization to meet a customer's specific needs or
     technical requirements is recognized by the contract method of accounting,
     using percentage of completion. Progress toward completion is measured by
     costs incurred to date as a percentage of total estimated costs for each
     contract. Under the percentage of completion method, the asset, "Costs and
     estimated earnings in excess of billings" represents revenue recognized in
     excess of the amount billed. The liability, "Billings in excess of costs
     and estimated earnings" represents billings in excess of revenues
     recognized. The completed contract method is used for systems, which do not
     require customization or installation. 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, 2004 and 2003, advertising
     expense amounted to $7,025 and $6,868, respectively.

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.

h)   Marketable Securities
     ---------------------
     The Company has evaluated its investment policies consistent with Financial
     Accounting Standards Board Statement No. 115, Accounting for Certain
     Investments in Debt and Equity Securities ("FASB 115"), 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 (Deficiency) under the caption Equity Adjustment. The amortized cost
     of debt securities is adjusted for amortization of premiums and accretion
     of discounts to maturity. Such amortization is included in interest income.
     Realized gains and losses and declines in value judged to be
     other-than-temporary on available-for-sale securities are included in
     interest income. The cost of securities sold is based on the specific
     identification method. Interest and dividends on securities classified as
     available-for-sale are included in interest income.

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.


                                       16
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

i)   Concentration of Credit Risk (Continued)
     ----------------------------
     For the year ended December 31, 2004, two customers represented 11.2% and
     10.3% of our total revenues for the annual period. For the year ended
     December 31, 2003, two customers represented 13.7% and 8.3% of our total
     revenues for the annual period. Generally, we do not rely on any one
     specific customer for any significant portion of our revenue base.

j)   Inventory
     ---------
     Inventory, consisting primarily of system components such as computer
     components, voice cards, and monitors, is valued at the lower of cost or
     market. Cost is determined on a first-in, first-out basis.

k)   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.

l)   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 Statement of Financial Accounting Standards ("SFAS") 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 SFAS No. 121. 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 unamortizated cost. The remaining unamortized cost was
     written off in 2004.

m)   Income Taxes
     ------------
     The Company accounts for income taxes in accordance with Statements of
     Financial Accounting Standards 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.


                                       17
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

n)   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 expensed as incurred.

o)   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.

p)   Fair Value of Financial Instruments
     -----------------------------------
     The Company estimates that the fair value of all financial instruments at
     December 31, 2004 and 2003, as defined in FASB 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.

q)   Long-Lived Assets
     -----------------
     SFAS 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.

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

     The computation of basic 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.


                                       18
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

r)   Earnings Per Share (Continued)
     ------------------
     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,
                                               -------------------------------
                                                    2004              2003
                                               -------------     -------------
     Basic and Diluted EPS Purposes            7,241,555,781     2,614,213,349
                                               =============     =============

s)   Comprehensive Income
     --------------------
     SFAS 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, 2004 and
     2003, the Company has no items that represent comprehensive income, and
     thus, has not included a statement of comprehensive income.

t)   Recent Accounting Pronouncements
     --------------------------------
     SFAS 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.

     SFAS No. 142, "Goodwill and Other Intangible Assets" requires goodwill to
     be tested for impairment under certain circumstances, and written off when
     impaired, rather than being amortized as previous standards require. In
     accordance with the requirements of this pronouncement, the Company has
     assessed the value of the intangible assets reflected as goodwill on its
     books and has determined that no future benefit for these assets exists.



                                       19
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

t)   Recent Accounting Pronouncements (Continued)
     --------------------------------
     SFAS No. 145 - "Rescission of FASB Statements No. 4, 44, and 64, Amendment
     of FASB Statement No. 13, and Technical Corrections." Under SFAS No. 4, all
     gains and losses from extinguishment of debt were required to be aggregated
     and, if material, classified as an extraordinary item, net of related
     income tax effect. This Statement eliminates SFAS No. 4 and, thus, the
     exception to applying APB No. 30 to all gains and losses related to
     extinguishments of debt. As a result, gains and losses from extinguishment
     of debt should be classified as extraordinary items only if they meet the
     criteria in APB No. 30. Applying the provisions of APB No. 30 will
     distinguish transactions that are part of an entity's recurring operations
     from those that are unusual or infrequent or that meet the criteria for
     classification as an extraordinary item. The Company does not expect the
     adoption of SFAS No. 145 to have a material impact on its financial
     position or results of operations.

     SFAS No. 146 - "Accounting for Costs Associated with Exit or Disposal
     Activities." This Statement addresses financial accounting and reporting
     for costs associated with exit or disposal activities and nullifies EITF
     Issue No. 94-3, "Liability Recognition for Certain Employee Termination
     Benefits and Other Costs to Exit an Activity (including Certain Costs
     Incurred in a Restructuring)." The principal difference between this
     Statement and EITF 94-3 relates to its requirements for recognition of a
     liability for a cost associated with an exit or disposal activity. This
     Statement requires that a liability for a cost associated with an exit or
     disposal activity be recognized when the liability is incurred. Under EITF
     94-3, a liability was recognized at the date of an entity's commitment to
     an exit plan. This Statement is effective for exit or disposal activities
     that are initiated after December 31, 2002. The Company does not expect the
     adoption of SFAS No. 146 to have a material impact on its financial
     position or results of operations.

     SFAS No. 148, "Accounting for Stock Based Compensation-Transition and
     Disclosure." This statement was issued to provide alternative methods of
     transition for a voluntary change to the fair value based method of
     accounting for stock-based employee compensation. In addition, this
     Statement amends the disclosure requirements of Statement 123 to require
     prominent disclosures in both annual and interim financial statements about
     the method of accounting for stock-based employee compensation and the
     effect of the method used on reported results. This statement is effective
     for financial statements for fiscal years ending after December 15, 2002.
     This statement does not have any impact on the Company because the Company
     does not plan to implement the fair value method.


                                       20
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

t)   Recent Accounting Pronouncements (Continued)
     --------------------------------
     In January 2003, FASB Interpretation No. 46 ("FIN No. 46"),"Consolidation
     of Variable Interest Entities, an interpretation of Accounting Research
     Bulletin No. 51," was issued. In general, a variable interest entity is a
     corporation, partnership, trust, or any other legal structure used for
     business purposes that either (a) does not have equity investors with
     voting rights or (b) has equity investors that do not provide sufficient
     financial resources for the entity to support its activities. FIN No. 46
     requires a variable interest entity to be consolidated by a company if that
     company is subject to a majority of the risk of loss from the variable
     interest entity's activities or is entitled to receive a majority of the
     entity's residual returns or both. Currently, this standard has no effect
     on the Company's financial statements.

     During April 2003, the Financial Accounting Standards Board issued SFAS
     149, "Amendment of Statement 133 on Derivative Instruments and Hedging
     Activities." SFAS 149 amends and clarifies accounting for derivative
     instruments, including certain derivative instruments embedded in other
     contracts, and for hedging activities under SFAS 133, "Accounting for
     Derivative Instruments and Hedging Activities." The statement requires that
     contracts with comparable characteristics be accounted for similarly and
     clarifies when a derivative contains a financing component that warrants
     special reporting in the statement of cash flows. SFAS 149 is effective for
     contracts entered into or modified after June 30, 2003, except in certain
     circumstances, and for hedging relationships designated after June 30,
     2003. Currently, this standard has not had a material effect on the
     Company's financial statements.

     In May 2003, the FASB issued "SFAS 150", "Accounting for Certain Financial
     Instruments with Characteristics of both Liabilities and Equity". "SFAS
     150" requires that certain financial instruments, which under previous
     guidance were accounted for as equity, must now be accounted for as
     liabilities. The financial instruments affected include mandatorily
     redeemable stock, certain financial instruments that require or may require
     the issuer to buy back some of its shares in exchange for cash or other
     assets and certain obligations that can be settled with shares of stock.
     SFAS 150 is effective for all financial instruments entered into or
     modified after May 31, 2003, and otherwise is effective at the beginning of
     the first interim period beginning after June 15, 2003. Currently, this
     standard has no effect on the Company's financial statements.



                                       21
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

     In June 2003, the Company announced its intention to spin-off its Automatic
     Reminder software business in the form of a pro-rata distribution to iVoice
     stockholders of approximately 65% of the outstanding shares of Class A
     Common Stock of Trey Resources, Inc., which is currently a wholly owned
     subsidiary of iVoice. Trey will own and operate the Automatic Reminder
     software business of iVoice as an independent publicly traded entity
     following the distribution. In June 2003 and subsequently amended in
     October 2003, iVoice filed a registration statement with the SEC related to
     the pro rata dividend distribution of the shares of Trey Resources, Inc.
     held by the Company to the shareholders of iVoice. Management anticipates
     that the distribution will take place on or about the effective date of the
     registration statement. Each iVoice stockholder as of October 13, 2003, the
     record date for the distribution, will receive one (1) Trey share for every
     twelve hundred (1,200) iVoice shares held on that date.

     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.

     The summarized results of operations for the years ended December 31, 2004
     and 2003 are as follows:

                                                  Through
                                                  Feb 11, 04          2003
                                                 ------------    ------------
     Revenues                                    $         --    $      1,350
     Cost of Revenues                                      --             435
                                                 ------------    ------------
     Gross profit                                          --             915
     Operating Expenses                                25,939         379,306
                                                 ------------    ------------
     Operating Loss                                   (25,939)       (377,956)
     Other expense                                        805          19,214
     Provision for income taxes                            --              --
                                                 ------------    ------------
     Net Loss                                    $    (26,744)   $   (397,605)
                                                 ============    ============


NOTE 3 - PROPERTY AND EQUIPMENT
-------------------------------

     Property and equipment is summarized as follows:

                                                         December 31,
                                                 ----------------------------
                                                     2004            2003
                                                 ------------    ------------
     Equipment                                   $     80,103    $     69,322
     Leasehold improvements                            11,454          11,454
     Furniture and fixtures                           123,519         123,519
                                                 ------------    ------------
                                                      215,076         204,295
     Less:  Accumulated depreciation                  175,727         165,453
                                                 ------------    ------------
        Property and equipment, net              $     39,349    $     38,842
                                                 ============    ============


                                       22
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 3 - PROPERTY AND EQUIPMENT (CONTINUED)
-------------------------------------------

     Depreciation expense for the years ended December 31, 2004 and 2003 was
     $10,274 and $38,348, respectively.


NOTE 4 - GOODWILL AND INTANGIBLES
---------------------------------

     In May and in 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 basis over the
     life of the patents. All capitalized intangibles have been reviewed for
     impairment at December 31, 2004. In doing so, management has determined
     that no write-down for impairment is required.

     Under SFAS 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.

     Total intangible assets, consisting of costs associated with the Company's
     patent applications amounted to $229,990 less accumulated amortization of
     $13,485 at December 31, 2004. At December 31, 2003, intangible assets
     totaled $133,806 net of accumulated amortization of $2,760.


NOTE 5 - COSTS IN EXCESS OF BILLINGS/BILLINGS IN EXCESS OF COSTS
----------------------------------------------------------------

     Costs in excess of billings/(billings in excess of costs and estimated
     earnings) on uncompleted contracts as of December 31, 2004 and 2003
     consists of the following:


December 31,
                                                     2004            2003
                                                 ------------    ------------
     Costs incurred on uncompleted contracts     $         --    $     13,245
     Estimated earnings                                    --           4,525
                                                 ------------    ------------
                                                           --          17,791
          Less billings to date                            --          13,844
                                                 ------------    ------------
                                                 $         --    $      3,947
                                                 ============    ============


                                       23
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

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

     Federal Income Tax Rate                            (34.0)%
        Deferred Tax Charge (Credit)                       --
        Effect on Valuation Allowance                    38.7%
     State Income Tax, Net of Federal Benefit            (4.1)%
                                                 ------------
     Effective Income Tax Rate                            0.0%
                                                 ============

     As of December 31, 2004 and 2003, the Company had net operating loss carry
     forwards of approximately $13,200,000 and $10,800,000, respectively that
     can be utilized to offset future taxable income for Federal income tax
     purposes through 2016. 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 $8,132,021. During the years ended 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 $56,257 and $146,649 for the years ended December
     31, 2004 and 2003 respectively.

     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
                                                 ----------------------------
                                                     2004            2003
                                                 ------------    ------------
     Net Operating Loss Carry forwards           $  4,800,000    $  4,200,000
     Less:  Valuation Allowance                    (4,800,000)     (4,200,000)
                                                 ------------    ------------
     Net Deferred Tax Assets                     $         --    $         --
                                                 ============    ============


     Net operating loss carry forwards expire starting in 2007 through 2018.

                                       24
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 7 - 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 notes mature 120 days from the date of issue with interest
     accruing at 24% per annum on any balance left unpaid after the maturity
     date.

     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 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.

     On July 14, 2004, the Company repaid Cornell Capital, L.P. $1,700,000, in
     cash, to reduce the outstanding amount owed on the May 25th promissory
     note.

     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 February
     23rd note and leave an unpaid balance of $856,500 on the May 25th note.

     In August and November, 2002 the Company issued promissory notes payable to
     Cornell Capital Partners, LP totaling $470,000 for advances on the
     equity-line financing agreement entered into with Cornell in June, 2002.
     The note maturities range from 120 to 150 days from the date of issue with
     interest accruing at rates ranging from 8% to 12%per annum on any balance
     left unpaid after the maturity date. At December 31, 2003 all amounts owed
     were repaid with Class A common stock issued under the equity-line
     financing agreement with Cornell Capital.


NOTE 8 - 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.


                                       25
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 8 - 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., no 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 December 31,
     2004 and 2003, the remaining outstanding balance owed to Mr. Mahoney
     amounted to $581,369 and $722,828, respectively.


NOTE 9 - CONVERTIBLE DEBENTURES
-------------------------------

     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.




                                       26
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 9 - 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.

     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 October 1999, the Company's issued convertible debentures totaling
     $500,000 bearing interest at 12% per annum and payable on December 1, 2000.
     The debentures are convertible into shares of the Company's Class A Common
     Stock at the option of the holder by dividing the outstanding principal and
     interest by the conversion price which shall equal 50% of the average bid
     price during the 20 trading days before the conversion date. As of December
     31, 2002, $384,200 in principal and $99,644 in accrued interest had been
     converted into 30,463,005 shares of the Company's Class A Common Stock. At
     December 31, 2003 all amounts owed under the terms of the 12% debentures
     were repaid with Class A common stock.


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. 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, 2004
     and 2003 was $90,000 and $99,568, respectively.


                                       27
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

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:

     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. iVoice
     Technology, Inc. will compensate Mr. Seidler with a base salary of $85,000
     with certain incentive bonuses based upon revenues and pre-tax profit
     margins.

     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.

     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. 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.

                                       28
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

     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.

d)   In September 7, 2004 iVoice announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary iVoice Technology, Inc. The Form SB-2 was filed with the
     Securities and Exchange Commission November 15, 2004.

e)   In September 14, 2004 iVoice announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary Deep Field Technologies, Inc. The Form SB-2 was filed with the
     Securities and Exchange Commission November 15, 2004.

f)   In November 5, 2004 iVoice announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary SpeechSwitch, Inc. The Form SB-2 was filed with the Securities
     and Exchange Commission November 15, 2004.

g)   In connection with the "spin-offs" of the subsidiaries, the Company will
     transfer $4 million of intangible assets in the aggregate, to the
     subsidiaries upon the completion of the spin-off.

h)   The Company's Chairman of the Board plans to transfer approximately
     $190,000 of related party debt to each of the three subsidiaries upon the
     completion of the spin-off.


                                       29
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

i)   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.

j)   In December 2003, the Company entered into an Equity Line of Credit with
     Cornell Capital Partners, L.P. Pursuant to the Equity Line of Credit, the
     Company may, at its discretion, periodically sell to Cornell Capital
     Partners shares of Class A common stock for a total purchase price of up to
     $20.0 million to raise capital to fund the Company's working capital needs.
     For each share of Class A common stock purchased under the Equity Line of
     Credit, Cornell Capital Partners will pay lowest closing bid price of the
     Class A common stock on the Over-the-Counter Bulletin Board during the five
     consecutive trading day period immediately following our request for such
     advance, subject to the provisions of the Equity Line of Credit Agreement.
     In January 2004, pursuant to the agreement with Cornell Capital Partners,
     LP, the Company registered for resale on Form SB-2, 3,993,939,394 shares of
     Class A common stock with the Securities and Exchange Commission. The
     offering terminates 24 months after the Securities and Exchange Commission
     declares the registration statement effective.

k)   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 the Automated Reminder software business,
     upon the effectiveness of required Securities and Exchange Commission
     filings and final approval by the 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. Trey Resources will own and operate
     the Automatic Reminder software business as an independent publicly traded
     entity following the distribution.

l)   In connection with the proposed distribution to stockholders of shares of
     Class A common stock of Trey Resources and the Automated Reminder business,
     the Company intends to allocate to Trey Resources corporate assets,
     liabilities and expenses related to the Automatic Reminder software
     business, based on an estimate of the proportion of such amounts allocable
     to Trey Resources, utilizing factors such as total revenues, employee
     headcount and other relevant factors.


                                       30
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

m)   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.

n)   On October 24, 2003, Trey Resources filed with the Securities and Exchange
     Commission a registration statement on Form SB-2 relating to the
     registration of shares to be issued upon conversion of Trey Resource's
     outstanding convertible debentures issued to The May Davis Group in March
     2003 and Cornell Capital Partners in September 2003, and pursuant to an
     equity line of credit agreement entered between Trey Resources and Cornell
     Capital Partners in January 2003. In connection therewith, iVoice has
     agreed to provide a full and unconditional guaranty of the payment and
     performance obligations of Trey Resources, in accordance with the terms of
     securities purchase agreements between Trey Resources and the holders of
     the convertible debentures, which cannot be discharged, except by complete
     performance of the obligations under the securities purchase agreements and
     the related documents. Under the guaranty, if Trey Resources defaults in
     payment or performance of any of its obligations under the convertible
     debentures, the Company is required to pay or perform such obligations upon
     two days' written notice or demand by the holders of the convertible
     debentures and to take an advance under the Equity Line of Credit on the
     day of any such default, in the amount of $250,000 in order to repay to the
     principal amount of the convertible debentures plus $50,000 within seven
     days of default by Trey Resources. Notwithstanding anything to the
     contrary, so long as the outstanding principal amount is zero or would be
     made zero simultaneously with the termination, the Company shall have the
     right to terminate the guaranty at any time by providing written notice of
     such termination. On February 13, 2004, this guarantee was cancelled.

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


                                       31
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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)   Class A Common Stock
     --------------------
     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.

     Class A Common Stock consists of the following as of December 31, 2003:
     10,000,000,000 shares of authorized common stock with no par value,
     4,719,808,096, shares were issued and 4,719,208,096 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, 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.


                                       32
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

     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.

b)   Class B Common Stock
     --------------------
     Class B Common Stock consists of 50,000,000 shares of authorized common
     stock with no par value. Each share of Class B common stock is convertible
     into Class A common stock calculated by dividing the number of Class B
     shares being converted by fifty percent (50%) of the lowest price that the
     Company had previously issued its Class A common stock since the Class B
     shares were issued. Each holder of Class B common stock has voting rights
     equal to the number of Class A shares that would be issued upon the
     conversion of the Class B shares, had all of the outstanding Class B shares
     been converted on the record date used for purposes of determining which
     shareholders would vote. Holders of Class B common stock are entitled to
     receive dividends in the same proportion as the Class B common stock
     conversion and voting rights have to Class A common stock. Jerome R.
     Mahoney is the sole owner of the Class B common stock. As of December 31,
     2004, there are 2,204,875 shares issued and 1,714,180 shares outstanding.
     As of December 31, 2003, there are 2,204,875 shares issued and 1,799,875
     shares outstanding

     Pursuant to the conversion terms of the Class B Common stock, on December
     31, 2004, the 1,714,180 outstanding shares of Class B common stock are
     convertible into 28,101,311,475 shares of Class A common stock.



                                       33
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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


     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.

c)   Preferred Stock
     ---------------
     Preferred Stock consists of 1,000,000 shares of authorized preferred stock
     with $1.00 par value. As of December 31, 2004, no shares were issued or
     outstanding.


NOTE 12 - STOCK OPTIONS
-----------------------

     The Company did not issue any stock options for the year ended December 31,
     2004 and 2003.

     During 2002, the Company issued various options as follows:

a)   On August 23, 2002, the Company issued to one of its employees, options to
     purchase 5,000,000 shares of iVoice Class A Common Stock at a price of
     $.009 per share. The options vest at 25% per year and expire five-years
     from the date of issue.

     Options outstanding, except options under employee stock option plan, are
     as follows as of December 31, 2004:

     Expiration Date                         Exercise Price         Shares
     ----------------                        --------------      ----------
     August 17, 2005                             .1406            5,490,000
     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
                                                                 ----------
                                                                  6,488,260
                                                                 ==========


                                       34
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 12 - STOCK OPTIONS (CONTINUED)
-----------------------------------

     Employee 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.

     At December 31, 2002, a total of 6,891,083 options to purchase Class A
     common shares were outstanding and held by company employees. The exercise
     prices range from $0.009 to $3.75 per share. All options issued to
     employees vest at 25% per year and expire in 5 years.

     The following employee options have been exercised as of that date:

         Optionee             Exercised          # Shares             Price
     --------------          -----------         ---------            -----
     Joel Beagleman           03/20/00           9,000,000            0.033

     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.

     The Company has adopted only the disclosure provisions of SFAS No. 123. It
     applies Accounting Principles Bulletin ("APB") Opinion No. 25, "Accounting
     for Stock Issued to Employees", and its related interpretations in
     accounting for its plan. It does not recognize compensation expense for its
     stock-based compensation plan other than for restricted stock and
     options/warrants issued to outside third parties. If the Company had
     elected to recognize compensation expense based upon the fair value at the
     grant date for awards under its plan consistent with the methodology
     prescribed by SFAS No. 123, the Company's net loss and loss per share would
     be increased to the proforma amounts indicated below:


                                       35
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 12 - STOCK OPTIONS (CONTINUED)
-----------------------------------

                                                     For The Year Ended,
                                                         December 31,
                                                 ----------------------------
                                                     2004            2003
                                                 ------------    ------------
     Net Loss
        As Reported                              $ (2,959,888)   $ (2,002,742)
                                                 ============    ============
        Proforma                                 $ (2,959,888)   $ (2,002,742)
                                                 ============    ============
     Basic Loss Per Share
        As Reported                              $       (.00)   $       (.00)
                                                 ============    ============
        Proforma                                 $       (.00)   $       (.00)
                                                 ============    ============

     The fair value of these options were estimated at the date of grant using
     the Black-Scholes option-pricing model with the following weighted-average
     assumptions for the years ended December 31, 2004 and 2003: dividend yield
     of 0%; expected volatility of 320%; risk-free interest rates of 2.00% and
     4.30% respectively; and expected life of 3.21 and 4.21 years, respectively.

     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options, which have no vesting
     restrictions and are fully transferable. In addition, option valuation
     models require the input of highly subjective assumptions including the
     expected stock price volatility. Because the Company's employee stock
     options have characteristics significantly different from those of traded
     options, and because changes in the subjective input assumptions can
     materially affect the fair value estimate, in management's opinion, the
     existing models do not necessarily provide a reliable single measure of the
     fair value of its employee stock options.

     The following summarizes the stock option and warrant transactions:

<TABLE><CAPTION>
                                                 Weighted      Other        Weighted
                                    Employee      Average     Options        Average
                                 Stock Options   Exercise       and         Exercise
                                  Outstanding      Price      Warrants        Price
                                  ----------    ----------   ----------    ----------
     <S>                          <C>           <C>          <C>           <C>
     Balance, January 1, 2003      6,891,083    $     .077    6,558,260    $    0.135
       Granted                            --    $     .000           --    $    0.000
       Exercised                          --    $     .000           --    $    0.000
       Canceled                   (6,891,083)   $     .077      (10,000)   $    0.010
                                  ----------    ----------   ----------    ----------
     Balance, December 31, 2003           --    $     .077    6,548,260    $    0.135
                                  ==========    ==========   ==========    ==========

       Granted                            --    $     .000           --    $    0.000
       Exercised                          --    $     .000           --    $    0.000
       Canceled                           --    $     .000      (60,000)   $    0.010
                                  ----------    ----------   ----------    ----------
     Balance, December 31, 2004           --    $     . --    6,488,260    $    0.135
                                  ==========    ==========   ==========    ==========
</TABLE>


                                       36
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 12 - STOCK OPTIONS (CONTINUED)
-----------------------------------

<TABLE><CAPTION>
<S>                               <C>           <C>          <C>           <C>
     Outstanding and Exercisable,
      December 31, 2003                   --    $     . --    6,548,260    $    0.135
                                  ==========    ==========   ==========    ==========

     Outstanding and Exercisable,
      December 31, 2004                   --    $     . --    6,488,260    $    0.135
                                  ==========    ==========   ==========    ==========
</TABLE>


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

     During the year ended December 31, 2004, the Company has 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 their current level for at least the next 24 months. As a
     result, this increase in working capital has significantly reduced the
     doubt regarding the Company's ability to continue as a going concern.


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

o    On January 11, 2005, Company has provided Cornell with an advance put
     notice dated April 12, 2004 for the sale of 103,840,496 shares of Class A
     Common stock representing the negative escrow account with Cornell Capital
     Partners.

     On January 12, 2005 iVoice, Inc. issued 510,000,000 shares of Class A
     Common stock for the conversion of 31,100 Class B shares to the president
     and Chief Executive Officer of iVoice, Inc. The lowest issue price of Class
     A common stock since the Class B Common Stock shares were issued is
     $.000122.

     On February 2, 2005 the officers of iVoice, Inc. have agreed to issue
     96,000,000 shares of Class A Common stock for the conversion of 5,856 Class
     B shares to the president and Chief Executive Officer of iVoice, Inc. The
     lowest issue price of Class A common stock since the Class B Common Stock
     shares were issued is $.000122.

o    Effective February 28, 2005, the three subsidiaries of iVoice, Inc.
     terminated their respective Standby Equity Distribution Agreement, dated
     August 2004, entered into by and between the Company and Cornell Capital
     Partners, LLP



                                       37
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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

     On February 28, 2005, the Company executed a non-binding letter agreement
     with Cornell Capital Partners LLP whereby the parties agreed to enter into
     a Standby Equity Distribution Agreement at such time following the date
     that the Company's registration statement on Form SB-2, as filed with the
     Securities and Exchange Commission on November 2004, is deemed effective by
     that agency.

     On February 28, 2005, the Company renegotiated the terms and conditions of
     its Convertible Debentures with the holders of such debentures. The parties
     thereto 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 of which was advanced in 2004, and $440,000 of which
     was advanced on February 28, 2005. A commitment fee of 10% of the face
     amount of the Convertible Debentures was paid at the time of each advance
     on the Convertible Debentures. Such commitment fees were credited against
     commitment fees due and owing against the Note. The balance of the
     commitment fee against the Notes was paid on February 28, 2005, at the time
     that such $440,000 was advanced to the Company.

     The Promissory Note bears interest at the rate of 12% per annum. Principal
     on the Notes will be amortized in equal weekly installments of $30,000 in
     total commencing on September 1, 2005. Payments of interest shall commence
     on September 1, 2005 and shall continue on the first day of each calendar
     month thereafter until the principal is paid in full. Payment in full of
     the principal and interest on the Note is due on or before July 4, 2006. In
     the event all principal and interest has not been satisfied by the one year
     anniversary from the initial payment on July 4, 2005, in accordance with
     the amortization schedule described above, the Company will make a lump sum
     payment of all outstanding interest and principal on July 4, 2006.

     On February 28, 2005, the company has 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 securities purchase agreements between the
     subsidiaries and the holders of the convertible debentures, which cannot be
     discharged, except by complete performance of the obligations under the
     securities purchase agreements and the related documents. Under the
     guaranty, if the subsidiaries default in payment or performance of any of
     its obligations under the convertible debentures, we are required to pay or
     perform such obligations upon two days' written notice or demand by the
     holders of the convertible debentures and to take an advance or advances,
     as may be necessary, from the Standby Equity Distribution Agreement by and
     between the company and Cornel Capital Partners, LP. Notwithstanding
     anything to the contrary, so long as the outstanding principal amount is
     zero or would be made zero simultaneously with the termination, the Company
     shall have the right to terminate the guaranty at any time by providing
     written notice of such termination. Notwithstanding any to the contrary,
     this Guaranty shall be discharged and terminated upon each of the Company's
     registration statements being declared effective by the U.S Securities and
     Exchange Commission.

                                       38