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, 2003

[  ]     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               (I.R.S. Employer Identification No.)
of 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. $442,987

     As of March 29, 2004, the Registrant had 5,620,109,300 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 $16,298,317.

     As of March 29, 2004, the Registrant had 1,780,660 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                                              21
Item 3. Legal proceedings                                                    21
Item 4. Submission of matters to a vote of security holders                  21

                                     PART II
Item 5. Market for common equity and related stockholder matters.            21
Item 6. Management's discussion and analysis or plan of operations.          26
Item 7. Financial statements                                                 32
Item 8A. Controls & Procedures                                               32

                                    PART III
Item 9. Directors, executive officers, promoters and control persons,
    compliance with Section 16(a) of the Exchange Act                        32
Item 10.Executive compensation.                                              34
Item 11.Security ownership of certain beneficial owners and management       35
Item 12.Certain relationships and related transactions                       37

                                     PART IV
Item 13.Exhibits and reports on Form 8-K                                     40
Item 15. Principal Accountant Fees and Services                              47


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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

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concurrently canceled a total of 2,000,000 shares of their 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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         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

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

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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, 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.

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--            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.

              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

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         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.

--   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.

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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 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.

Competition

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         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 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 Sound Advantage. 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., and

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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
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, 2003, two customers represented 13.7%
and 8.3% of our total revenues for the annual period. For the year ended
December 31, 2002, the Company's largest customer represented 5.4% of our total
revenues. 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.


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Patents and Trademarks

         To date we have filed twelve patent applications with the United States
Patent and Trademark Office for speech enabled applications that we have
developed internally. Of the patents applications we have filed, two (2) 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.

         The remaining patent applications are pending. These applications
include various versions of the "Wirelessly Loaded Speaking Medicine Container",
"iVoice Speech Enabled Name Dialer", the "Voice Activated Voice Operated
Copier", the "Voice Activated Voice Operational Universal Remote Control", the
"Product Location Method Utilizing Product Bar and Product-Situated,
Aisle-Identifying Bar Code", "Voice Activated, Voice Responsive Product Locator
System, Including Product Location Method Utilizing Product Bar and
Aisle-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"."

In February 2002, we filed a Trademark application for its `iVoice' logo and
approval is pending.

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.

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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, 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. For the year ending December 31, 2002, we spent $222,620 in
salaries and wages to technical staff and $6,187 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.

Employees

         As of December 31, 2003, we had 7 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:

                                       13
<PAGE>

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, 2003
and 2002, we had net losses of $2,002,742 and $2,059,460, respectively, and net
losses of $0.00 or $0.02 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.


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

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

     --   the timing of sales of our products and services;

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

     --   unexpected delays in introducing new products and services;

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

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

     --   the mix of product license and services revenue; and

     --   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

                                       14
<PAGE>

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.

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:

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

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

     --   competition from larger and more established companies;

     --   delays in reaching our marketing goals;

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

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

     --   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

                                       15
<PAGE>

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 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
twelve 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 two 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. 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

                                       16
<PAGE>

them, may not be upheld by the courts of any jurisdiction. Numerous publications
may have been disclosed by, and numerous patents may have been issued to, our
competitors and others relating to methods of dialysis of which we are not aware
and additional patents relating to methods of dialysis may be issued to our
competitors and others in the future. If any of those publications or patents
conflict with our patent rights, or cover our products, then any or all of our
patent applications could be rejected and any or all of our granted patents
could be invalidated, either of which could materially adversely affect our
competitive position.

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

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

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


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.

                                       17
<PAGE>

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

         As of December 31, 2003, Jerome R. Mahoney, our president, chief
executive officer, chief financial officer and director, owned approximately
89.2% of our outstanding shares of shares of our Class A common stock (assuming
the conversion of outstanding shares of Class B common stock and debt into
shares of Class A common stock). Mr. Mahoney is able to influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. This concentration of ownership, which is
not subject to any voting restrictions, could limit the price that investors
might be willing to pay for our Class A common stock. In addition, Mr. Mahoney
is in a position to impede transactions that may be desirable for other
stockholders. He could, for example, make it more difficult for anyone to take
control of us.



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

         We participate in a highly dynamic industry characterized by rapid
change and uncertainty relating to new and emerging technologies and markets.
Future technology or 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.

                                       18
<PAGE>

         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.

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.

                                 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

                                       19
<PAGE>

performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our Class A common stock to
fluctuate substantially.

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

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

     --   With a price of less than $5.00 per share

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

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

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

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

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, 2003, approximately 112,490,212
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. Many of these shares will be eligible for sale in the public
market in 2004.

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.

                                       20
<PAGE>

As of December 31, 2003, we had all of our remaining authorized shares,
approximately 5,280,791,904 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.


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, 2003, no matters were
submitted to a vote of security holders.

                                     PART II


Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

                                       21
<PAGE>

         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.
<TABLE>
<CAPTION>
                                       High              Low
                                ------------------------------------
2002

<S>                                       <C>               <C>
First Quarter                             $0.0590           $0.0270
Second Quarter                            $0.0380           $0.0120
Third Quarter                             $0.0017           $0.0013
Fourth Quarter                            $0.0031           $0.0009

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
</TABLE>

Holders of Common Equity.

         As of December 31, 2003, the number of record holders of our common
shares was approximately 656.

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, 2003, the Company issued the following
unregistered securities pursuant to various exemptions from registration under
the Securities Act of 1933:

     --   We issued 235,000,000 shares of its Class A Common Stock for
          consulting services rendered valued at $315,000.

     --   We issued 71,666,667 shares of its Class A Common Stock for consulting
          services rendered valued at $315,000

     --   We issued 466,859,715 shares of Class A Common Stock for the
          conversion of $115,800 in debenture principal on its 12% convertible
          debentures

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

                                       22
<PAGE>

     --   We issued 2,758,866,421 shares of Class A common stock for repayment
          of $4,764,688 in principal, $4,087 in interest and $468,955 in
          discount on notes payable issued for advances on the equity line
          financing with Cornell Capital Partners, LP

     --   We issued 610,318,926 shares of Class A common stock upon conversion
          of 59,000 shares of Class B common stock.

         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 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

                                       23
<PAGE>

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, 2003, we had 4,719,208,096 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 1,799,875 shares outstanding as of
December 31, 2003. On December 31, 2003, these shares of Class B common stock
were convertible into 29,191,147,541 shares of Class A common stock



Preferred Stock

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

                                       24
<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.


                                       25
<PAGE>

         As of December 31, 2003, we had outstanding, to persons other than
employees, options and warrants to purchase 6,548,260 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.

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

                                       26
<PAGE>

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.

         We continue to search for potential merger candidates with or without
compatible technology and products, which Management feels may make financing
more appealing to potential investors. 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 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, 2003 compared to December 31, 2002

         Sales for the year ended December 31, 2003 were $442,987, a decrease of
$203,523 or 31.5% as compared to sales of $646,510 for the year ended December
31, 2002. The decrease in sales for the year reflects continued sluggish demand
for the Company's speech recognition telecommunication products as well as

                                       27
<PAGE>

reduced resources devoted to sales and marketing efforts. For the years ended
December 31, 2003 and 2002, total turnkey and software only sales of our Speech
Enabled Auto Attendant, amounted to $146,934 and $239,921 respectively, a
decrease of $92,987 or 38.8%. IVR sales totaled $198,399 for the year ending
December 31, 2003 as compared to $264,282 for the year ending December 31, 2002
an increase of $65,883 or 24.9%. Other revenues from the sale of other software
and related hardware products as well as maintenance, installation and support
fees totaled $96,613 and $142,357 for the years ended December 31, 2003 and 2002
respectively, a decrease of $45,744 or 32.1%

         The Company's gross profit for the year ended December 31, 2003 was
$263,475, a decrease of $197,729 or 42.9% compared to $461,204 for the year
ending December 31, 2002. The Company's gross margin percentage for the twelve
months ended December 31, 2003 was 59.5% versus 71.4% for the prior year. This
represents an 11.9% decrease 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 decrease in
gross margin percentages year over year is a result of a less favorable product
mix.

         Operating expenses decreased from $2,240,569 for the year ended
December 31, 2002 to $1,362,934 for the year ended December 31, 2003 a decrease
of $877,635 or 39.2%. Material changes in specific classifications of operating
expenses include a decrease in total payroll and benefit costs of $191,043 and a
decrease in legal, professional and consulting expenses of $105,144. Also
contributing to the decrease in current year operating expenses were several
charges that were recorded in the previous year that were not incurred in the
current period such as a charge for the write-off of goodwill totaling $175,547;
bad debt expense of $70,443 and a charge for the reduction of strike prices on
previously issued warrants totaling $316,750.

         The net loss from operations for the year ending December 31, 2003 was
$1,099,459 compared to $1,779,365 for the year ended December 31, 2002. This
decrease of $679,906 was a result of the increase in net revenues and gross
profit from year to year combined with lower 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
$146,649 and $152,473 for the years ended December 31, 2003 and 2002
respectively. Also included in other income for the year ended December 31, 2003
a gain of $101,237 on the sale of 33,000,000 shares of Celerity Systems. Inc.
Other income for the year ended December 31, 2002 included income from forfeited
employee stock compensation totaling $28,800. This item was not incurred in the
year ending December 31, 2003.

         Other expense for the year ended December 31 2002 and 2001 was
comprised of interest expense. Total other expense increased $313,919 to

                                       28
<PAGE>

$753,564 in the year ended December 31, 2003 compared to $439,645 in 2002 The
increase 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 expects to
distribute to its current shareholders in the form of a dividend in early 2004.
The loss from discontinued operations increased by $308,348 from $21,429 to
$329,777. The increase is attributable to accrued officer salaries for
employment contracts entered into by Trey on January 1, 2003 and $99,250 in
Delaware franchise tax.

         Net Loss decreased $56,718 to $2,002,742 for the year ended December
31, 2003 compared to $2,059,460 for the year ended December 31, 2002 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.

         During the year ended December 31, 2003 and 2002, the Company generated
sales of $442,987 and $645,510, incurred net losses of $2,002,742 and $2,059,460
and had cash flow deficiencies from operating activities of $1,142,159 and
$351,840 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 $60,000
per month. These monthly expenses are anticipated to consist of the following:
payroll and benefits of $35,000, occupancy costs of $8,200, sales and marketing
expenses of $2,500, professional fees of $6,000 and miscellaneous administrative

                                       29
<PAGE>

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, 2003, iVoice had a net increase in
cash of $3,944,811. iVoice's principal sources and uses of funds in the year
ended December 31, 2003, were as follows:

         Cash used by operating activities. iVoice used $1,142,159 in cash for
operating activities in the year ended December 31, 2003 an increase of $790,319
compared to $351,840 in cash used for operating activities in the year ending
December 31, 2002. This increase is primarily due to higher non-cash charges and
expenses incurred in the previous period and not reflected in the current
period.

         Cash used in financing activities. Financing activities in the year
ended December 31, 2003 provided a total of $5,002,057 in cash. This total
consisted primarily of the issuance of common stock of $5,233,652 and the sale
of convertible debentures of $140,000. These amounts were partially offset by
the repayment of related party obligations of $123,000 and the net reduction of
notes payable of $234,667.

         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 $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.

                                       30
<PAGE>

         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 $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.

                                       31
<PAGE>

         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.

Item 7. Financial Statements.

         The financial statements and notes thereto, together with the report
thereon of Mendlowitz Weitsen, LLP. (the Company's accountants) dated March 10,
2004, included elsewhere in this report, are incorporated by reference in answer
to this Item 7 and the Financial Statements and Financial Statement Schedules
Indexes to financial statements 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 a date
(the Evaluation Date) within 90 days of the filing date of this Report. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of the Evaluation Date, 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, 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.



                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.


The Company has one director who is also one of the Company's two principal
officers. He has served in the position shown since May 1999, and is expected to
continue to serve until the next annual meeting of shareholders.

                                       32
<PAGE>

                                                         Period Served as
Name                    Age        Position              Officer\Director
----                    ---        --------              ----------------
Jerome R. Mahoney       43         President, CEO,       5-21-99 to present
                                   Director

         There are no agreements or understandings for the officers or director
to resign at the request of another person and the above-named officers and
director is not acting on behalf of nor will act at the direction of any other
person. The sole director receives no additional compensation for serving on the
Board of Directors of the Company. As of the fiscal year ended December 31,
2003, the Company did not have an audit committee and no independent members of
the Board of Directors.

         For the year ended December 31, 2003, 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,
2003.


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
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.

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. The text of the Company's Code of Ethics is

                                       33
<PAGE>

included as Exhibit 14.1 hereto. 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.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                               Securities
Name and Position(s)   Year     Salary($)   Bonus  Other Annual Restricted     Underlying      All Other
                                                   Compensation  Stock         Options      Compensation
-------------------------------------------------------------------------------------------------------------

Jerome R. Mahoney(1)
 Chief Executive
<S>                      <C>    <C>           <C>         <C>       <C>            <C>          <C>  <C>
  Officer                2003   $255,552      0           $0        0              0            $866 (6)
      and President      2002   $232,320      0      $45,605 (3)    0              0            $866 (6)
                         2001   $211,200   $75,000   $95,100 (3)    0              0         $350,866 (6)

Kevin Whalen (2)         2003    $33,333      0           0         0              0              0
 Chief Financial
  Officer                2002   $100,000      0           0         0              0              0
                         2001    $93,333   $34,000        0     $115,000 (4)  1,200,000 (5)       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 1,000,000 Class A common shares granted on March 20, 2001.


     (5)  Represents options to purchase 1,000,000 Class A common shares at $.06
          granted on June 27, 2001; options to purchase 200,000 Class A common
          shares at $.10 granted on March 12, 2001, options to purchase 100,000
          Class A common shares at $.50 granted on June 30, 2000, options to
          purchase 50,000 Class A common shares at $.60 granted on May 17, 2000,
          and options to purchase 50,000 Class A common shares at $.75 granted
          on May 2, 2000. All options have been cancelled effective with Mr.
          Whalen's termination.


     (6)  Represents $866 in life insurance premiums paid on behalf of Mr.
          Mahoney for the year ending December 31, 2003 and 2002; $350,000 as
          reimbursement for the donation of personal holdings of iVoice Class A
          Common shares donated to charity and $866 in life insurance premiums
          paid on behalf of Mr. Mahoney for the year ending December 31, 2001.

                                       34
<PAGE>

    Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
                                     Values
<TABLE>
<CAPTION>
                                                Number of Securities Underlying
               Shares Acquired on     Value      Unexercised Options/SARs at FY-   Value of Unexercised In-the-Money
                    Exercise         Realized              End (#)                      Options/SARs at FY-End ($)
     Name             (#)              ($)         Exercisable/Unexercisable           Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------

<S>                    <C>              <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. 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.


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 January 30, 2004 of (i) each
person known to us to beneficially own more than 5% of the applicable class of
voting securities, (ii) our sole director, (iii) and each named executive
officer and (iv) all directors and executive officers as a group. As of January
30, 2004, a total of 5,378,199,739 shares of Class A common stock outstanding
and a total of 1,780,660 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 January 30, 2004,
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.

                                       35
<PAGE>

                            Ownership of Common Stock

<TABLE>
<CAPTION>

                                                                               Common Stock
                                                                            Beneficially Owned
                                                                        -----------------------------
Name/Address                         Title of Class                          Number       Percent
-----------------------------------------------------------------------------------------------------
<S>                                                                     <C>                  <C>  <C>
Cornell Capital Partners, L.P.       Class A Common Stock                  300,000,000(1)    5.97%(1)
101 Hudson Street - Suite 3606       Class B Common Stock                              0       0.0%
Jersey City, NJ 07302

Jerome R. Mahoney                    Class A Common Stock               41,683,877,322(2)     89.2%
c/o iVoice, Inc.                     Class B Common Stock                    1,780,660(2)    100.0%
750 Highway 34
Matawan, New Jersey  07747

Director and executive officer as    Class A Common Stock
 a group                                                                  41,683,877,322      89.2%
                                     Class B Common Stock                      1,780,660     100.0%

</TABLE>


(1)  Includes 300,000,000 shares of Class A common stock issued to Cornell
     Capital Partners, as a one-time commitment fee under the Equity
     Distribution Agreement. Does not include shares of Class A common stock
     issuable to Cornell Capital Partners in accordance with and subject to the
     terms and conditions of the Equity Distribution Agreement. Because the
     specific circumstances of the issuances under the Equity Line of Credit are
     unascertainable at this time, the maximum aggregate number of shares of our
     Class A common stock offered by Cornell Capital Partners cannot be
     determined at this time, but cannot exceed 3,693,939,394 unless and until
     we file additional registration statements registering the resale of the
     additional shares. Further, Cornell Capital Partners is prohibited by the
     terms of the Equity Distribution Agreement from having shares issued to it
     under the Equity Line of Credit to the extent that such issuance would
     result in Cornell Capital Partners beneficially owning more than 9.9% of
     the then-outstanding shares of our Class A common stock following such
     issuance.

(2)  Includes (i) 450,000 shares of our Class A common stock held by Mr.
     Mahoney's minor children, (ii) 29,191,147,541 shares of our Class A common
     stock issuable upon conversion of 1,780,660 shares of our Class B common
     stock held by Mr. Mahoney, and (iii) 12,177,279,781 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 January 30,
     2004, the total balance owed to Mr. Mahoney was $742,814, convertible into
     742,814 shares of our Class B common stock, or 12,177,279,781 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 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

                                       36
<PAGE>

         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, 2003 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

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

<TABLE>
<CAPTION>

                               Number of securities to be   Weighted average exercise
                                 issued upon exercise of       price of outstanding        Number of securities
                                  outstanding options,        options, warrants and       remaining available for
        Plan category              warrants and rights                rights                  future issuance
                                           (a)                         (b)                          (c)
Equity compensation plans
<S>                                         <C>                       <C>                            <C>
approved by security holders                0                         $0.00                          0

Equity compensation plans
not approved by security              6,548,260(1)                    $0.135                         0
holders.

Total                                   6,548,260                     $0.135                         0

</TABLE>

(1)  Consists of warrants to purchase 6,548,260 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

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

                                       37
<PAGE>

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 18, 2003, the total balance owed to Mr. Mahoney was $717,428,
convertible into 717,428 shares of our Class B common stock, or 11,761,114,754
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 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.

Proposed 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

                                       38
<PAGE>

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 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.

                                       39
<PAGE>

         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 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.

Item 13. Exhibits and Reports on Form 8-K.

(a)      Exhibits

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

3.1       Certificate of incorporation of Del Enterprises, Inc., filed October
          20, 1989 (incorporated herein by reference to Exhibit 3.1 of the
          registration statement on Form SB-2, filed with the SEC on November
          17, 2000).

                                       40
<PAGE>

3.2       Certificate of amendment to the certificate of incorporation of Del
          Enterprises, Inc., filed March 14, 2000 (incorporated herein by
          reference to Exhibit 3.2 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

3.3       Certificate of merger of International Voice Technologies, Inc. into
          Visual Telephone International, Inc., filed May 21, 1999 (incorporated
          herein by reference to Exhibit 3.3 of the registration statement on
          Form SB-2, filed with the SEC on November 17, 2000).

3.4       Certificate of amendment to the certificate of incorporation of
          iVoice.com, Inc., filed April 27, 2000 (incorporated herein by
          reference to Exhibit 3.4 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

3.5       Certificate of amendment to the certificate of incorporation of
          iVoice.com, Inc., filed August 24, 2001 (incorporated herein by
          reference to Exhibit 3.5 of the registration statement on Form SB-2,
          filed with the SEC on September 7, 2001).

3.6       Bylaws of Del Enterprises, Inc (incorporated herein by reference to
          Exhibit 3.5 of the registration statement on Form SB-2, filed with the
          SEC on November 17, 2000).

4.1       Debenture No. 1 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.1 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.2       Debenture No. 2 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners, LLC on October 29, 1999 (incorporated herein by reference to
          Exhibit 4.2 of the registration statement on Form SB-2, filed with the
          SEC on November 17, 2000).

4.3       Debenture No. 3 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.3 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.4       Debenture No. 4 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.4 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.5       Debenture No. 5 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to Bank Insinger de
          Beaufort, N.V. on October 29, 1999 (incorporated herein by reference
          to Exhibit 4.5 of the registration statement on Form SB-2, filed with
          the SEC on November 17, 2000).

                                       41
<PAGE>

4.6       Debenture No. 6 issued by iVoice.com, Inc. for $100,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners, LLC on October 29, 1999 (incorporated herein by reference to
          Exhibit 4.6 of the registration statement on Form SB-2, filed with the
          SEC on November 17, 2000).

4.7       Debenture No. 7 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners II, LLC on October 29, 1999 (incorporated herein by reference
          to Exhibit 4.7 of the registration statement on Form SB-2, filed with
          the SEC on November 17, 2000).

4.8       Debenture No. 8 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.8 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.9       Debenture No. 9 issued by iVoice.com, Inc. for $25,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners II, LLC on October 29, 1999 (incorporated herein by reference
          to Exhibit 4.9 of the registration statement on Form SB-2, filed with
          the SEC on November 17, 2000).

4.10      Debenture No. 10 issued by iVoice.com, Inc. for $25,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC, on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.10 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.11      Form 8% Convertible Debentures issued by iVoice.com, Inc. for $150,000
          due April 30, 2006 to the purchasers thereof on April 30,
          2001(incorporated herein by reference to Exhibit 4.11 of the
          registration statement on Form SB-2, filed with the SEC on September
          7, 2001).

4.12      Form 8% Convertible Debentures issued by iVoice.com, Inc. to certain
          purchasers thereof for an aggregate of $125,000 (incorporated herein
          by reference to Exhibit 4.12 of the registration statement on Form
          SB-2, filed with the SEC on September 7, 2001).

4.13      Form 8% Convertible Debentures to be issued by iVoice.com, Inc. to
          Beacon Capital, LLC in the amount of $150,000. (incorporated herein by
          reference to Exhibit 4.12 of the registration statement on Form SB-2,
          filed with the SEC on December 21, 2001).

10.1      iVoice.com, Inc. 1999 Option Stock Plan (incorporated herein by
          reference to Exhibit 10.1 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

10.2      Investment agreement dated August 17, 2000, between iVoice.com, Inc.
          and Swartz Private Equity, LLC with exhibits (incorporated herein by
          reference to Exhibit 10.2 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

                                       42
<PAGE>

10.3      Registration rights agreement dated August 17, 2000, between
          iVoice.com, Inc. and Swartz Private Equity, LLC (incorporated herein
          by reference to Exhibit 10.3 of the registration statement on Form
          SB-2, filed with the SEC on November 17, 2000).

10.4      Registration rights agreement by and among iVoice.com, Inc. and the
          investors' signatories thereto dated as of October 28, 1999
          (incorporated herein by reference to Exhibit 10.4 of the registration
          statement on Form SB-2, filed with the SEC on November 17, 2000).

10.5      Warrant to purchase 5,490,000 shares of iVoice.com, Inc. issued to
          Swartz Private Equity, LLC, dated August 17, 2000 (incorporated herein
          by reference to Exhibit 10.5 of the registration statement on Form
          SB-2, filed with the SEC on November 17, 2000).

10.6      Subscription agreement between iVoice.com, Inc. and Beacon Capital,
          LLC, November 20, 2001, for the purchase of an aggregate of $150,000
          of 8% Convertible Debentures. (incorporated herein by reference to
          Exhibit 4.12 of the registration statement on Form SB-2, filed with
          the SEC on December 21, 2001).

10.7      Registration rights agreement between iVoice.com, Inc. and Beacon
          Capital, LLC, dated as of November 20, 2001. (incorporated herein by
          reference to Exhibit 4.12 of the registration statement on Form SB-2,
          filed with the SEC on December 21, 2001).

10.8      Form of warrant to purchase 250,000 shares of iVoice.com, Inc. to be
          issued to Beacon Capital, LLC (incorporated herein by reference to
          Exhibit 4.12 of the registration statement on Form SB-2, filed with
          the SEC on December 21, 2001).

10.9      Subscription agreement between iVoice.com, Inc. and the purchaser
          signatories thereof, dated April 30, 2001, for the purchase of an
          aggregate of $275,000 of 8% Convertible Debentures due April 30, 2001
          (incorporated herein by reference to Exhibit 10.9 of the registration
          statement on Form SB-2, filed with the SEC on September 7, 2001).

10.10     Registration rights agreement by and among iVoice.com, Inc. and the
          investor signatories thereto dated as of April 30, 2001 (incorporated
          herein by reference to Exhibit 10.10 of the registration statement on
          Form SB-2, filed with the SEC on September 7, 2001).

10.11     Warrant to purchase 171,875 shares of iVoice.com, Inc. issued to
          Michael Jacobs of The May Davis Group, Inc., dated April 30, 2001
          (incorporated herein by reference to Exhibit 10.11 of the registration
          statement on Form SB-2, filed with the SEC on September 7, 2001).

10.12     Warrant to purchase 171,875 shares of iVoice.com, Inc. issued to Owen
          May of The May Davis Group, Inc., dated April 30, 2001 (incorporated
          herein by reference to Exhibit 10.12 of the registration statement on
          Form SB-2, filed with the SEC on September 7, 2001).

                                       43
<PAGE>

10.13     Consulting agreement entered into on March 15, 2001 by and between
          iVoice.com, Inc. and Finnigan USA (incorporated herein by reference to
          Exhibit 10.13 of the registration statement on Form SB-2, filed with
          the SEC on September 7, 2001).

10.14     Real Property Lease Agreement dated December 5, 2001 between
          iVoice.com, Inc. and B&R Holding Company (incorporated herein by
          reference to Exhibit 10.14 to the Form 10-KSB for the year ended
          December 31, 2001 filed with the SEC on March 27, 2002).

10.15     Equity Line of Credit Agreement dated as of June 2002 between iVoice,
          Inc. and Cornell Capital Partners, L.P. (incorporated herein by
          reference to Exhibit 10.15 to the Registration Statement on Form SB-2
          filed on July 2, 2002).

10.16     Registration Rights Agreement dated as of June 2002 between iVoice,
          Inc. and Cornell Capital Partners, L.P. (incorporated herein by
          reference to Exhibit 10.16 to the Registration Statement on Form SB-2
          filed on July 2, 2002).

10.17     Escrow Agreement dated as of June 2002 among iVoice, Inc., Cornell
          Capital Partners, L.P., Butler Gonzalez LLP and Wachovia, N.A.
          (incorporated herein by reference to Exhibit 10.17 to the Registration
          Statement on Form SB-2 filed on July 2, 2002).

10.18     Placement Agent Agreement dated June 2002 between iVoice, Inc. and
          Westrock Advisors, Inc. (incorporated herein by reference to Exhibit
          10.18 to the Registration Statement on Form SB-2 filed on July 2,
          2002).

10.19     Securities Purchase Agreement dated June 2002 between iVoice, Inc.
          and the buyers identified therein (incorporated herein by reference to
          Exhibit 10.19 to the Registration Statement on Form SB-2 filed on July
          2, 2002).

10.20     Registration Rights Agreement dated June 2002 between iVoice, Inc.
          and the buyers identified therein (incorporated herein by reference to
          Exhibit 10.20 to the Registration Statement on Form SB-2 filed on July
          2, 2002).

10.21     Form of Debenture (incorporated herein by reference to Exhibit 10.21
          to the Registration Statement on Form SB-2 filed on July 2, 2002).

10.22     Escrow Agreement dated June 2002 between iVoice, Inc., the buyers
          identified therein and Wachovia, N.A. (incorporated herein by
          reference to Exhibit 10.22 to the Registration Statement on Form SB-2
          filed on July 2, 2002).

10.23     Transfer Agent Instructions dated June 2002 between iVoice, Inc.,
          Cornell Capital Partners, L.P. and Fidelity Transfer Co. (incorporated
          herein by reference to Exhibit 10.23 to the Registration Statement on
          Form SB-2 filed on July 2, 2002).

10.24     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).

                                       44
<PAGE>

10.25     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 ).

10.26     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 ).

                                       45
<PAGE>

10.27     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 ).

10.28     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).

10.29     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).

10.30     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).

10.31     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).

10.32     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).

10.33     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).

10.34     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).

10.35     Equity Line of Credit Agreement dated January 24, 2003 between
          Cornell Capital Partners, LP, and 10.35 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)

10.36     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).

10.37     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).

10.38     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).

                                       46
<PAGE>

10.39     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).

10.40     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 filed herein.*

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

(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, 2003 and December
31, 2002 for (i) services rendered for the audit of the Company's annual
financial statements and the review of the Company's quarterly financial
statements, (ii) services rendered that are reasonably related to the
performance of the audit or review of the Company's financial statements that
are not reported as Audit Fees, and (iii) services rendered in connection with
tax preparation, compliance, advice and assistance.

                                       47
<PAGE>

<TABLE>
<CAPTION>

Services                                            2003           2002
------------------------------------------------------------------------
<S>                                              <C>            <C>
Audit Fees                                       $19,775        $18,200
Audit - Related Fees                                   -              -
Tax fees                                          $1,000         $1,000
All Other Fees                                         -              -
Total                                            $20,775        $19,700

</TABLE>

         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.


                                       48
<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 30, 2004

                                            iVoice, Inc..

                                            By:/s/  JEROME R MAHONEY
                                            -----------------------
                                            Jerome R. Mahoney

                                            President, Chief Executive Officer,

                                            Chief Financial Officer and Director


                                       49
<PAGE>

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

3.1       Certificate of incorporation of Del Enterprises, Inc., filed October
          20, 1989 (incorporated herein by reference to Exhibit 3.1 of the
          registration statement on Form SB-2, filed with the SEC on November
          17, 2000).

3.2       Certificate of amendment to the certificate of incorporation of Del
          Enterprises, Inc., filed March 14, 2000 (incorporated herein by
          reference to Exhibit 3.2 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

3.3       Certificate of merger of International Voice Technologies, Inc. into
          Visual Telephone International, Inc., filed May 21, 1999 (incorporated
          herein by reference to Exhibit 3.3 of the registration statement on
          Form SB-2, filed with the SEC on November 17, 2000).

3.4       Certificate of amendment to the certificate of incorporation of
          iVoice.com, Inc., filed April 27, 2000 (incorporated herein by
          reference to Exhibit 3.4 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

3.5       Certificate of amendment to the certificate of incorporation of
          iVoice.com, Inc., filed August 24, 2001 (incorporated herein by
          reference to Exhibit 3.5 of the registration statement on Form SB-2,
          filed with the SEC on September 7, 2001).

3.6       Bylaws of Del Enterprises, Inc (incorporated herein by reference to
          Exhibit 3.5 of the registration statement on Form SB-2, filed with the
          SEC on November 17, 2000).

4.1       Debenture No. 1 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.1 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.2       Debenture No. 2 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners, LLC on October 29, 1999 (incorporated herein by reference to
          Exhibit 4.2 of the registration statement on Form SB-2, filed with the
          SEC on November 17, 2000).

4.3       Debenture No. 3 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.3 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.4       Debenture No. 4 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.4 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

                                       50
<PAGE>

4.5       Debenture No. 5 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to Bank Insinger de
          Beaufort, N.V. on October 29, 1999 (incorporated herein by reference
          to Exhibit 4.5 of the registration statement on Form SB-2, filed with
          the SEC on November 17, 2000).

4.6       Debenture No. 6 issued by iVoice.com, Inc. for $100,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners, LLC on October 29, 1999 (incorporated herein by reference to
          Exhibit 4.6 of the registration statement on Form SB-2, filed with the
          SEC on November 17, 2000).

4.7       Debenture No. 7 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners II, LLC on October 29, 1999 (incorporated herein by reference
          to Exhibit 4.7 of the registration statement on Form SB-2, filed with
          the SEC on November 17, 2000).

4.8       Debenture No. 8 issued by iVoice.com, Inc. for $50,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.8 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.9       Debenture No. 9 issued by iVoice.com, Inc. for $25,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to New Millennium Capital
          Partners II, LLC on October 29, 1999 (incorporated herein by reference
          to Exhibit 4.9 of the registration statement on Form SB-2, filed with
          the SEC on November 17, 2000).

4.10      Debenture No. 10 issued by iVoice.com, Inc. for $25,000 in 12% Secured
          Convertible Debenture Due December 1, 2000 to AJW Partners, LLC, on
          October 29, 1999 (incorporated herein by reference to Exhibit 4.10 of
          the registration statement on Form SB-2, filed with the SEC on
          November 17, 2000).

4.11      Form 8% Convertible Debentures issued by iVoice.com, Inc. for $150,000
          due April 30, 2006 to the purchasers thereof on April 30,
          2001(incorporated herein by reference to Exhibit 4.11 of the
          registration statement on Form SB-2, filed with the SEC on September
          7, 2001).

4.12      Form 8% Convertible Debentures issued by iVoice.com, Inc. to certain
          purchasers thereof for an aggregate of $125,000 (incorporated herein
          by reference to Exhibit 4.12 of the registration statement on Form
          SB-2, filed with the SEC on September 7, 2001).

4.13      Form 8% Convertible Debentures to be issued by iVoice.com, Inc. to
          Beacon Capital, LLC in the amount of $150,000. (incorporated herein by
          reference to Exhibit 4.12 of the registration statement on Form SB-2,
          filed with the SEC on December 21, 2001).

10.1      iVoice.com, Inc. 1999 Option Stock Plan (incorporated herein by
          reference to Exhibit 10.1 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

                                       51
<PAGE>

10.2      Investment agreement dated August 17, 2000, between iVoice.com, Inc.
          and Swartz Private Equity, LLC with exhibits (incorporated herein by
          reference to Exhibit 10.2 of the registration statement on Form SB-2,
          filed with the SEC on November 17, 2000).

10.3      Registration rights agreement dated August 17, 2000, between
          iVoice.com, Inc. and Swartz Private Equity, LLC (incorporated herein
          by reference to Exhibit 10.3 of the registration statement on Form
          SB-2, filed with the SEC on November 17, 2000).

10.4      Registration rights agreement by and among iVoice.com, Inc. and the
          investors' signatories thereto dated as of October 28, 1999
          (incorporated herein by reference to Exhibit 10.4 of the registration
          statement on Form SB-2, filed with the SEC on November 17, 2000).

10.5      Warrant to purchase 5,490,000 shares of iVoice.com, Inc. issued to
          Swartz Private Equity, LLC, dated August 17, 2000 (incorporated herein
          by reference to Exhibit 10.5 of the registration statement on Form
          SB-2, filed with the SEC on November 17, 2000).

10.6      Subscription agreement between iVoice.com, Inc. and Beacon Capital,
          LLC, November 20, 2001, for the purchase of an aggregate of $150,000
          of 8% Convertible Debentures. (incorporated herein by reference to
          Exhibit 4.12 of the registration statement on Form SB-2, filed with
          the SEC on December 21, 2001).

10.7      Registration rights agreement between iVoice.com, Inc. and Beacon
          Capital, LLC, dated as of November 20, 2001. (incorporated herein by
          reference to Exhibit 4.12 of the registration statement on Form SB-2,
          filed with the SEC on December 21, 2001).

10.8      Form of warrant to purchase 250,000 shares of iVoice.com, Inc. to be
          issued to Beacon Capital, LLC (incorporated herein by reference to
          Exhibit 4.12 of the registration statement on Form SB-2, filed with
          the SEC on December 21, 2001).

10.9      Subscription agreement between iVoice.com, Inc. and the purchaser
          signatories thereof, dated April 30, 2001, for the purchase of an
          aggregate of $275,000 of 8% Convertible Debentures due April 30, 2001
          (incorporated herein by reference to Exhibit 10.9 of the registration
          statement on Form SB-2, filed with the SEC on September 7, 2001).

10.10     Registration rights agreement by and among iVoice.com, Inc. and the
          investor signatories thereto dated as of April 30, 2001 (incorporated
          herein by reference to Exhibit 10.10 of the registration statement on
          Form SB-2, filed with the SEC on September 7, 2001).

10.11     Warrant to purchase 171,875 shares of iVoice.com, Inc. issued to
          Michael Jacobs of The May Davis Group, Inc., dated April 30, 2001
          (incorporated herein by reference to Exhibit 10.11 of the registration
          statement on Form SB-2, filed with the SEC on September 7, 2001).

                                       52
<PAGE>

10.12     Warrant to purchase 171,875 shares of iVoice.com, Inc. issued to Owen
          May of The May Davis Group, Inc., dated April 30, 2001 (incorporated
          herein by reference to Exhibit 10.12 of the registration statement on
          Form SB-2, filed with the SEC on September 7, 2001).

10.13     Consulting agreement entered into on March 15, 2001 by and between
          iVoice.com, Inc. and Finnigan USA (incorporated herein by reference to
          Exhibit 10.13 of the registration statement on Form SB-2, filed with
          the SEC on September 7, 2001).

10.14     Real Property Lease Agreement dated December 5, 2001 between
          iVoice.com, Inc. and B&R Holding Company (incorporated herein by
          reference to Exhibit 10.14 to the Form 10-KSB for the year ended
          December 31, 2001 filed with the SEC on March 27, 2002).

10.15     Equity Line of Credit Agreement dated as of June 2002 between iVoice,
          Inc. and Cornell CHapital Partners, L.P. (incorporated herein by
          reference to Exhibit 10.15 to the Registration Statement on Form SB-2
          filed on July 2, 2002).

10.16     Registration Rights Agreement dated as of June 2002 between iVoice,
          Inc. and Cornell Capital Partners, L.P. (incorporated herein by
          reference to Exhibit 10.16 to the Registration Statement on Form SB-2
          filed on July 2, 2002).

10.17     Escrow Agreement dated as of June 2002 among iVoice, Inc., Cornell
          Capital Partners, L.P., Butler Gonzalez LLP and Wachovia, N.A.
          (incorporated herein by reference to Exhibit 10.17 to the Registration
          Statement on Form SB-2 filed on July 2, 2002).

10.18     Placement Agent Agreement dated June 2002 between iVoice, Inc. and
          Westrock Advisors, Inc. (incorporated herein by reference to Exhibit
          10.18 to the Registration Statement on Form SB-2 filed on July 2,
          2002).

10.19     Securities Purchase Agreement dated June 2002 between iVoice, Inc.
          and the buyers identified therein (incorporated herein by reference to
          Exhibit 10.19 to the Registration Statement on Form SB-2 filed on July
          2, 2002).

10.20     Registration Rights Agreement dated June 2002 between iVoice, Inc.
          and the buyers identified therein (incorporated herein by reference to
          Exhibit 10.20 to the Registration Statement on Form SB-2 filed on July
          2, 2002).

10.21     Form of Debenture (incorporated herein by reference to Exhibit 10.21
          to the Registration Statement on Form SB-2 filed on July 2, 2002).

10.22     Escrow Agreement dated June 2002 between iVoice, Inc., the buyers
          identified therein and Wachovia, N.A. (incorporated herein by
          reference to Exhibit 10.22 to the Registration Statement on Form SB-2
          filed on July 2, 2002).

10.23     Transfer Agent Instructions dated June 2002 between iVoice, Inc.,
          Cornell Capital Partners, L.P. and Fidelity Transfer Co. (incorporated
          herein by reference to Exhibit 10.23 to the Registration Statement on
          Form SB-2 filed on July 2, 2002).

                                       53
<PAGE>

10.24     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).

10.25     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 ).

10.26     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 ).

                                       54
<PAGE>

10.27     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 ).

10.28     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).

10.29     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).

10.30     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).

10.31     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).

10.32     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).


10.33     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).

10.34     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).

10.35     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)

10.36     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).

10.37     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).

10.38     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).

                                       55
<PAGE>

10.39     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).

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

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 filed herein*

31.1      Certification of Chief Executive 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

                                       56

<PAGE>


                                  iVOICE, INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2003

<PAGE>

                                  iVOICE, INC.

                              FINANCIAL STATEMENTS

                                    CONTENTS
                                    --------



                                                                        Page
                                                                        ----

INDEPENDENT AUDITOR'S REPORT                                             1

FINANCIAL STATEMENTS

         Balance Sheets                                                  2 -3

         Statements of Operations                                        4

         Statements of Stockholders' Deficiency                          5 - 8

         Statements of Cash Flows                                        9 - 12

NOTES TO FINANCIAL STATEMENTS                                            13 - 31

<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


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

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

We have audited the accompanying consolidated balance sheets of iVoice, Inc. and
subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders' deficiency and cash flows for the years
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 opinions.

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, 2003 and 2002, 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.




                                                         MENDLOWITZ WEITSEN, LLP

East Brunswick, New Jersey
March 10, 2004

<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                                                                       December 31,
                                                                                                       ------------

                                                                                                    2003             2002
                                                                                            --------------     ------------

CURRENT ASSETS
<S>                                                                                         <C>                <C>
  Cash and cash equivalents                                                                 $    4,506,608     $    566,345
  Accounts receivable, net of allowance for
   doubtful accounts of $2,700 and $2,700                                                           38,738           15,187
  Inventory                                                                                         22,586           31,878
  Costs in excess of billings on uncompleted jobs                                                    3,947           23,778
  Net current assets of discontinued operations                                                     59,548                -
  Prepaid expenses and other current assets                                                        173,885            7,558
                                                                                            --------------     ------------

      Total current assets                                                                       4,805,312          644,746
                                                                                            --------------     ------------

PROPERTY AND EQUIPMENT, net                                                                         38,842           70,186
                                                                                            --------------     ------------

OTHER ASSETS
  Software license costs, net of accumulated amortization of $489,600 and $380,800                  45,400          163,200
  Net long-term assets of discontinued operations                                                    9,000                -
  Intangible assets, net of accumulated amortization of $2,760 and $0                              131,046           97,486
  Deposits and other assets                                                                          7,000            7,000
                                                                                            --------------     ------------

      Total other assets                                                                           192,446          267,686
                                                                                            --------------     ------------

TOTAL ASSETS                                                                                 $   5,036,600      $   982,618
                                                                                            ==============     ============
</TABLE>

     The accompanying notes are an integral part of the financial statement

                                       2
<PAGE>


                          iVOICE, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS - (Continued)

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                -------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                    2003               2002
                                                                                               -----------      -----------
CURRENT LIABILITIES
<S>                                                                                              <C>             <C>
    Obligations under capital leases - current                                                   $       -       $   13,928
    Accounts payable and accrued expenses                                                          326,991          360,106
    Notes Payable    -                                                                             234,667
    Due to related parties                                                                         472,828          615,259
    Net current liabilities of discontinued operations                                             637,467                -
    Convertible debentures                                                                         140,000          115,800
    Deferred maintenance contracts                                                                  26,321           24,156
                                                                                               -----------      -----------

    Total current liabilities                                                                    1,603,607        1,363,916


       Total liabilities                                                                         1,603,607        1,363,916
                                                                                               -----------      -----------

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:
       2003 - no par value; Authorized 10,000,000,000
           4,719,808,096 shares issued, 4,719,208,096 shares outstanding
       2002 - par value $.001, Authorized shares - 600,000,000
           518,691,163 shares issued, 518,091,163 shares outstanding                            19,954,737          518,091
    Common stock, Class B: - no par value, Authorized shares - 3,000,000
2003     - par value $.01; authorized 50,000,000
              2,204,875 shares issued, 1,799,875 shares outstanding,
2002     - no par value, Authorized shares - 3,000,000
              2,204,875 shares issued, 1,858,875 shares outstanding.                                   127              186
    Additional paid in capital                                                                           -       13,619,554
    Accumulated deficit                                                                        (16,493,071)     (14,490,329)
    Treasury stock, 2002 - 600,000 Class A shares, at cost                                         (28,800)         (28,800)
                                                                                               -----------      -----------


       Total stockholders' equity  (deficiency)                                                  3,432,993         (381,298)
                                                                                               -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                        $ 5,036,600      $   982,618
                                                                                               ===========      ===========
</TABLE>

     The accompanying notes are an integral part of the financial statement

                                       3
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                             For the Years Ended
                                                                                December 31,
                                                                                ------------
                                                                             2003             2002
                                                                        -------------      -----------

<S>                                                                     <C>              <C>
SALES, net                                                              $    442,987     $    645,510

COST OF SALES                                                                179,512          184,306
                                                                        -------------      -----------

GROSS PROFIT                                                                 263,475          461,204
                                                                        -------------      -----------

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES
    Selling expenses                                                         100,178          129,777
    General and administrative expenses                                      925,618        1,504,820
    Research and development                                                 187,685          228,807
    Bad debt expense -                                                        70,443
    Write-off of goodwill                                                          -          175,547
    Depreciation and amortization                                            149,453          131,175
                                                                        -------------      -----------

       Total selling, general and administrative expenses                  1,362,934        2,240,569
                                                                        -------------      -----------

LOSS FROM CONTINUING OPERATIONS                                           (1,099,459)      (1,779,365)
                                                                        -------------      -----------

OTHER INCOME \ (EXPENSE)
    Other income     146,649                                                 180,979
    Gain on Sale of Securities Held for Sale                                 101,237                -
    Interest expense                                                        (753,564)        (439,645)
                                                                        -------------      -----------
       Total other expense                                                  (505,678)        (258,666)
                                                                        -------------      -----------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                       (1,605,137)      (2,038,031)

PROVISION FOR INCOME TAXES                                                         -                -
                                                                        -------------      -----------
NET LOSS FROM CONTINUING OPERATIONS                                       (1,605,137)      (2,038,031)

COSTS IN CONNECTION WITH SPIN-OFF                                             67,828                -

LOSS FROM DISCONTINUED OPERATIONS
    Loss from Discontinued Operations - Trey Resources, Inc.                 329,777           21,429
                                                                        -------------      -----------

NET LOSS                                                                $ (2,002,742)    $ (2,059,460)
                                                                        =============    =============

NET LOSS PER COMMON SHARE
    Continuing Operations:
       Basic                                                            $      (.00 )    $       (.02)
                                                                        =============    =============
       Diluted                                                          $      (.00 )    $       (.02)
                                                                        =============    =============
    Discontinued Operations:
       Basic                                                            $      (.00 )    $       (.00)
                                                                        =============    =============
       Diluted                                                          $      (.00 )    $       (.00)
                                                                        =============    =============
</TABLE>

     The accompanying notes are an integral part of the financial statement

                                       4
<PAGE>



                          iVOICE, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                              Common Stock Class A         Common Stock Class B

                                                              Shares          Amount       Shares       Amount
                                                              ------          ------       ------       ------

<S>                      <C>                                <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 financial statement


                                       5
<PAGE>


                          iVOICE, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                  Stock                        Additional                            Total
                                              Subscriptions     Treasury        Paid in        Accumulated       Stockholders'
                                                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 financial statement



                                       6
<PAGE>



                          iVOICE, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                          Common Stock Class A       Common Stock Class B

                                                         Shares          Amount       Shares       Amount
                                                         ------          ------       ------       ------

<S>                                                   <C>             <C>             <C>           <C>
Balance at January 1, 2002                            154,123,517     $1,175,278      354,000       $  36

Collection of stock subscriptions                               -              -            -           -

Issuance of common stock for services                  34,460,000         34,460            -           -

Purchase of treasury stock                                      -              -            -           -

Issuance of common stock for cash                     173,362,846        173,363            -           -

Issuance of common stock for compensation                       -              -            -           -

Issuance of convertible debentures                              -              -            -           -

Issuance of stock on conversion of Class B shares               -              -    1,504,875         150

Issuance of stock on debenture conversion             148,465,066        148,465            -           -

Issuance of stock on interest conversion                8,279,734          8,280            -           -

Adjustment for change in par value                              -    (1,021,755)            -           -



Net loss for the year ended December 31, 2002                   -              -            -           -
                                                        ---------       --------     --------    --------

Balance at December 31, 2002                         $ 518,091,163     $ 518,091   $ 1,858,875   $    186
                                                     =============     =========   ===========   ========

</TABLE>

The accompanying notes are an integral part of the financial statement


                                       7
<PAGE>


                          iVOICE, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                      Stock                        Additional                              Total
                                                  Subscriptions     Treasury        Paid in          Accumulated       Stockholders'
                                                    Receivable       Stock          Capital            Deficit          Deficiency
                                                     ----------    ----------      -----------       -------------      -----------

<S>                <C>                             <C>                 <C>         <C>               <C>                <C>
Balance at January 1, 2002                         $ (783,750)         $   -       $10,568,103       $ (12,430,869)     $(1,471,202)

Collection of stock subscriptions                      783,750             -                 -                   -          783,750

Issuance of common stock for services                        -             -           158,260                   -          192,720

Purchase of treasury stock                                   -      (28,800)                 -                             (28,800)

Issuance of common stock for cash                            -             -            80,302                   -          253,665

Issuance of common stock for compensation                    -             -                 -                   -                -

Issuance of convertible debentures                           -             -            63,750                   -           63,750

Issuance of stock on conversion of Class B                   -             -
shares                                                                               1,504,725                   -        1,504,875

Issuance of stock on debenture conversion                    -             -           130,535                   -          279,000

Issuance of stock on interest conversion                     -             -            92,124                   -          100,404

Adjustment for change in par value                           -             -         1,021,755                   -                -


Net loss for the year ended December 31, 2002                -             -                 -         (2,059,460)      (2,059,460)
                                                     ----------    ----------      -----------       -------------      -----------

Balance at December 31, 2002                           $     -     $(28,800)       $13,619,554       $(14,490,329)      $ (381,298)
                                                     ==========    ==========      ===========       =============      ===========
</TABLE>

The accompanying notes are an integral part of the financial statement

                                       8
<PAGE>


                          iVOICE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                    For the Years Ended
                                                                                                        December 31,
                                                                                                        ------------
                                                                                                   2003             2002
                                                                                              -------------    -------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                                           <C>              <C>
   Net loss                                                                                   $ (2,002,742)    $ (2,059,460)
   Adjustments to reconcile net loss to net
    cash (used in) provided by operating activities
   Depreciation and amortization                                                                    38,348           40,588
   Amortization of prepaid expense                                                                 147,000          326,667
   Amortization of intangibles                                                                       2,760                -
   Amortization of software licenses                                                               108,800          108,800
   Bad debt expense                                                                                      -           70,558
   Write-off of goodwill                                                                                 -          175,833
   Gain on sale of securities held for sale                                                       (101,237)               -
   Forfeited employee stock compensation                                                                 -          (28,800)
   Stock option discounts                                                                                -          316,750
   Debt issue costs                                                                                      -          216,977
   Discount on interest conversion                                                                  24,497                -
   Common stock issued for services                                                                      -           74,380
   Common stock issued for interest                                                                 28,584           15,460
      Changes in certain assets and liabilities:
      Accounts receivable                                                                          (23,551)          19,189
      Inventory                                                                                      9,292          (11,292)
      Other assets                                                                                 (18,327)           4,036
      Accounts payable and accrued expenses                                                        622,421          421,713
      Deferred revenue                                                                              21,996          (43,239)
                                                                                              -------------    -------------

   Total cash used in operating activities                                                      (1,142,159)        (351,840)
                                                                                              -------------    -------------

</TABLE>

The accompanying notes are an integral part of the financial statement

                                       9
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>

                                                                                                   For the Years Ended
                                                                                                       December 31,
                                                                                                       ------------
                                                                                                   2003             2002
                                                                                              -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES
<S>                                                                                                 <C>              <C>
   Purchase of property and equipment                                                               (7,004)          (3,649)
   Investment in securities held for sale                                                          (50,000)               -
   Proceeds form dispositions in securities held for sale                                          151,237                -
   Purchase of intangibles                                                                          (9,320)          (2,020)
                                                                                              -------------    -------------

   Total cash provided by (used in) investing activities                                            84,913           (5,669)
                                                                                              -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                                      5,233,652          253,662
   Proceeds from related party loans                                                                     -            3,000
   Repayments of related party loans                                                              (123,000)        (120,000)
   Collections of stock subscriptions                                                                    -          317,000
   Proceeds from notes payable                                                                   1,700,000          470,000
   Repayment of notes payable                                                                   (1,934,667)        (235,333)
   Repayment of capital leases payable                                                             (13,928)         (35,018)
   Repayment of convertible debentures                                                                   -          (70,000)
   Sale of convertible debentures                                                                  140,000          255,000
                                                                                              -------------    -------------

   Total cash provided by financing activities                                                   5,002,057          838,311
                                                                                              -------------    -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                        3,944,811          480,802

CASH AND EQUIVALENTS - Beginning of period - Continuing Operations                                 566,345           85,543
                                                                                              -------------    -------------
CASH AND EQUIVALENTS - Beginning of period - Discontinued Operations                                     -                -
                                                                                              -------------    -------------

CASH AND EQUIVALENTS - END OF PERIOD - Continuing Operations                                $    4,506,608    $     566,345
                                                                                            ==============    =============
CASH AND EQUIVALENTS - END OF PERIOD - Discontinued Operations                              $        4,548    $           -
                                                                                            ==============    =============
CASH PAID DURING THE YEAR FOR:
   Interest expense                                                                         $          700    $       7,196
                                                                                            ==============    =============
   Income taxes                                                                             $            -    $           -
                                                                                            ==============    =============
</TABLE>

The accompanying notes are an integral part of the financial statement

                                       10
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

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 financial statement


                                       11
<PAGE>


                          iVOICE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES - Continued


For the Year Ended December 31, 2002

a)   During the year ended December 31, 2002, the Company issued 10,000 shares
     of Class A common stock as partial payment for leasehold improvements
     valued at $540.

b)   During the year ended December 31, 2002, the Company issued 2,250,000
     shares of Class A common stock for legal services valued at $45,000.

c)   During the year ended December 31, 2002, the Company issued 26,000,000
     shares of Class A common stock for consulting services valued at $29,380.

d)   During the year ended December 31, 2002, the Company issued 6,200,000
     shares of its Class A common stock for fees and services associated with
     the financing agreement with Cornell Capital, LP, valued at $117,800.

e)   During the year ended December 31, 2002, the Company retained 600,000
     shares of Class A common stock previously issued to an employee as
     compensation. These shares were deemed as not having been vested with the
     terminated employee and were recorded as treasury stock at a value of
     $28,800.

f)   During the year ended December 31, 2002, the Company issued 22,229,230
     shares of Class A common stock for the conversion of $79,000 in debenture
     principal and 4,279,750 shares of Class A Common Stock for the conversion
     of $93,085 in accrued interest on its outstanding 12% Convertible
     Debentures.

g)   During the year ended December 31, 2002, the Company issued 505,921 shares
     of its Class A common stock for the repayment of $15,000 in principal and
     84,766 shares of Class A Common Stock for the conversion of $2,594 in
     accrued interest on its 8% Convertible Debentures.

h)   During the year ended December 31, 2002, the Company issued 173,362,846
     shares of Class A common stohck with a total value of $253,665. Of this
     amount, $235,333 was for repayment of principal on $470,000 of notes
     payable, issued as advances on the equity line financing with Cornell
     Capital Partners, LP. The balance of $18,332 was market discount charged to
     expense.

i)   During the year ended December 31, 2002, the Company issued 129,645,133
     shares of Class A common stock upon conversion of $185,000 in principal and
     3,915,218 shares of Class A Common Stock for the conversion of $4,725 in
     accrued interest on its 5% Convertible Debentures.

j)   During the year ended December 31, 2002, the Company issued 1,504,875
     shares of Class B common stock upon conversion of $1,504,875 in amounts due
     to related parties.

The accompanying notes are an integral part of the financial statement


                                       12
<PAGE>


                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002



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

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


                                       13
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


     b)   Principles of Consolidation
          The accompanying consolidated financial statements include the
          accounts of the Company and its inactive subsidiaries Trey Resources,
          Inc. and iVoice Acquisition 2, Inc. All significant intercompany
          transactions and balances have been eliminated in consolidation.

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

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

     e)   Revenue Recognition
          The Company obtains its income primarily from the sale of its voice
          recognition and computer technology communication systems. 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, 2003 and 2002, advertising
          expense amounted to $6,868 and $19,254, respectively.

                                       14
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


     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)   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.

     For  the year ending December 31, 2003, two customers represented 13.7% and
          8.3% of our total revenues for the annual period. For the year ended
          December 31, 2002, the Company's largest customer represented 5.4% of
          our total revenues. Generally, we do not rely on any one specific
          customer for any significant portion of our revenue base.

     i)   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.

     j)   Property and Equipment
          Property and equipment is stated at cost. Depreciation is computed
          using the straight-line method based upon the estimated useful lives
          of the assets, generally five to seven years. Maintenance and repairs
          are charged to expense as incurred.

     k)   Software License Cost
          Software license costs are recorded at cost, which approximates fair
          market value as of the date of purchase. These costs represent the
          purchase of various exploitation rights to certain software,
          pre-developed codes and systems patented by a non-related third party.
          These costs are capitalized pursuant to 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. No impairment loss was recognized
          as of December 31, 2003.

     l)   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.

                                       15
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


     m)   Financing Costs
          Financing costs consist primarily of professional fees and various
          paid commissions relating to the issuance of the Company's convertible
          debentures and equity credit lines. These costs are expensed as
          incurred.

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

     o)   Fair Value of Financial Instruments
          The Company estimates that the fair value of all financial instruments
          at December 31, 2003, as defined in FASB 107, does not differ
          materially from the aggregate carrying values of its financial
          instruments recorded in the accompanying balance sheet. The estimated
          fair value amounts have been determined by the Company using available
          market information and appropriate valuation methodologies.
          Considerable judgment is required in interpreting market data to
          develop the estimates of fair value, and accordingly, the estimates
          are not necessarily indicative of the amounts that the Company could
          realize in a current market exchange.

     p)   Long-Lived Assets
          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.

     q)   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

                                       16
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


          period. The computation of diluted EPS does not assume conversion,
          exercise or contingent exercise of securities that would have an
          anti-dilutive effect on earnings. The shares used in the computations
          are as follows:

                                                         As of December 31,
                                                         ------------------
                                                      2003               2002
                                                      ----               ----
          Basic and Diluted EPS Purposes         2,614,213,349       238,826,772
                                                 =============       ===========

     r)   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, 2003 and 2002, the Company has no items
          that represent comprehensive income, and thus, has not included a
          statement of comprehensive income.

     s)   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. As detailed in Note 4 to these statements,
          management has expensed a total of $175,833 in the year ending
          December 31, 2002, related to the carrying value of its goodwill and
          is separately stated in the Consolidated Statement of Operations.

          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

                                       17
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


          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.

          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

                                       18
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


          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.

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.

          The summarized results of operations for the year ended December 31,
          2003 and 2002 are as follows:

                                                 2003             2002
                                             -----------        ---------
          Revenues                           $     1,350        $   1,050
          Cost of Revenues                           435                -
                                             -----------        ---------
          Gross profit                               915            1,050
          Operating Expenses                     379,306           22,058
                                             -----------        ---------
          Operating Loss                        (377,956)         (21,008)
          Other expense                           19,214              421
          Provision for income taxes                   -                -
                                             -----------        ---------
          Net Loss                             $(397,605)        $(21,429)
                                             ============       ==========

                                       19
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

          Property and equipment is summarized as follows:

                                                         December 31,
                                                         ------------
                                                    2003                2002
                                               -------------       -------------
          Equipment                            $      69,322       $      62,443
          Leasehold improvements                      11,454              11,454
          Furniture and fixtures                     123,519             123,394
                                               -------------       -------------
                                                     204,295             197,291
          Less:  Accumulated depreciation            165,453             127,105
                                               -------------       -------------
             Property and equipment, net       $      38,842       $      70,186
                                               =============       =============

          Depreciation expense for the years ended December 31, 2003 and 2002
          was $38,348 and $40,588, 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. 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, 2003. 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.

          During the year ended December 31, 2002, the Company had assessed the
          value of the intangible assets reflected as goodwill on its books and
          has determined that no future benefit for these assets exists in
          accordance with SFAS No. 142. Accordingly for the year ended December
          31, 2002, management has expensed a total of $175,833, related to
          goodwill recorded in connection with the merger with ThirdCAI, Inc.

          Total remaining intangible assets, consisting of costs associated with
          the Company's patent applications amounted to $133,806 less
          accumulated amortization of $2,760. At December 31, 2002, intangible
          assets totaled $97,486 net of accumulated amortization of $0.



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

                                       20
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


          Costs in excess of billings/(billings in excess of costs and estimated
          earnings) on uncompleted contracts as of December 31, 2003 and 2002
          consists of the following:


                                                         December 31,
                                                         ------------
                                                   2003                2002
                                               -------------       -------------
         Costs incurred on uncompleted
          contracts                             $     13,245        $     40,637
         Estimated earnings                            4,525              87,030
                                               -------------       -------------
                                                      17,791             127,667
         Less billings to date                        13,844             103,889
                                               -------------       -------------
                                                $      3,947         $    23,778
                                               =============       =============

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, 2003 and 2002, the Company had net operating loss
          carry forwards of approximately $10,800,000 and $8,800,000,
          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 $5,830,567. During the years ended 2003
          and 2002, 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 $146,649 and $152,474 for the years ended December 31, 2003 and
          2002 respectively.

          Deferred tax assets and liabilities reflect the net tax effect of
          temporary differences between the carrying amount of assets and

                                       21
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

          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,
                                                         ------------
                                                   2003               2002
                                               --------------     --------------
          Net Operating Loss Carry forwards    $   4,200,000      $   3,430,000
          Less:  Valuation Allowance              (4,200,000)        (3,430,000)
                                               --------------     --------------
          Net Deferred Tax Assets              $           -      $            -
                                               ==============     ==============

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

NOTE 7 - NOTE PAYABLE
---------------------

          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. At December 31,
          2002, a total of $235,333 had been repaid through the issuance of
          173,362,846 Class A common shares leaving an unpaid balance of
          $234,667.

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.

          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.

                                       22
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

          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, 2003 and 2002, the remaining outstanding balance owed to
          Mr. Mahoney amounted to $722,828 and $547,926, respectively.


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

          In January 2003, the Company, through its Trey Resources, Inc.
          subsidiary, entered into a subscription agreement with certain
          purchasers to issue $250,000 in convertible debentures, with interest
          payable at 5% per annum. The notes are convertible into the Company's
          Class A common stock at a price equal to either (a) an amount equal to
          one hundred twenty percent (120%) of the closing bid price for the
          Common Stock on the Closing Date, or (b) an amount equal to eighty
          percent (80%) of the average of the four (4) lowest Closing Bid Prices
          of the Common Stock for the five (5) trading days immediately
          preceding the Conversion Date. At December 31, 2003, a total of
          $140,000 in debenture proceeds has been received so far and is
          outstanding as of that date.

          In 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. The outstanding principal balance at December
          31, 2002 was $115,800 plus accrued interest of $23,519.


NOTE 10 - CAPITAL LEASE OBLIGATIONS
-----------------------------------

          During the year ended December 31, 2000, the Company incurred two
          capital lease obligations totaling $92,895 in connection with the
          acquisition of computers and office furniture.

          The future minimum lease payments due under the capital leases at
          December 31, are follows:
<TABLE>
<CAPTION>

                                                                              2003            2002
                                                                             ------          ------

          Lease payable for computer equipment, payable
          at $1,367 per month, including interest at 22.31%.
<S>                                 <C>                                    <C>             <C>
          Final payment is due June 2003.                                  $       -       $   7,693

          Lease payable for furniture, payable at $2,151 per
</TABLE>

                                       23
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
          month, including interest at 20.79%. Final payment
<S>                                                                        <C>             <C>
          due April 2003.                                                          -           6,235
                                                                           ---------       ---------

          Present value of net minimum lease payments                      $       -       $  13,928
                                                                           =========       =========

          The future minimum lease payments                                $       -       $  14,653
          Less amount representing interest                                        -             725
                                                                           ---------       ---------
          Present value of net minimum lease payments                              -          13,928
          Less current portion                                                     -          13,928
                                                                           ---------       ---------

                  Long term capital lease obligations                      $       -       $       -
                                                                           =========       =========
</TABLE>

NOTE 11 - 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,
          2003 and 2002 was $99,568 and $96,868, respectively.

     b)   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.

     c)   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 will terminate 24 months after the Securities
          and Exchange Commission declares the registration statement effective.

                                       24
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

          e)   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.

          f)   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.

          g)   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

                                       25
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


               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,  the Company  shall have the right to terminate  the
               guaranty  at  any  time  by  providing  written  notice  of  such
               termination.

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

NOTE 12 - 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,  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, 2003, the Company had the
              following transactions in its Class A Common Stock:

               1.   The Company issued 235,000,000 shares of its Class A Common
                    Stock for consulting services rendered valued at $315,000.

               2.   The Company issued 71,666,667 shares of its Class A Common
                    Stock for consulting services rendered valued at $315,000

               3.   The Company issued 466,859,715 shares of Class A Common
                    Stock for the conversion of $115,800 in debenture principal
                    on its 12% convertible debentures

                                       26
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

               5.   The Company issued 2,758,866,421 shares of Class A common
                    stock for repayment of $4,764,688 in principal, $4,087 in
                    interest and $468,955 in discount on notes payable issued
                    for advances on the equity line financing with Cornell
                    Capital Partners, LP

               6.   The Company issued 610,318,926 shares of Class A common
                    stock upon conversion of 59,000 shares of Class B common
                    stock.

          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, 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, 2003, the 1,799,875 outstanding shares of Class B
               common stock are convertible into 29,506,147,541 shares of Class
               A common stock.

               For the year ended December 31, 2003, the Company had the
               following transactions in its Class B Common Stock:

               1.   A total of 59,000 Class B shares were converted into
                    610,318,926 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, 2003, no shares were issued or outstanding.

NOTE 13 - STOCK OPTIONS
-----------------------

                                       27
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

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

            Expiration Date                      Exercise Price           Shares
            ---------------                      --------------        ---------
            January 5, 2004                           .1200               10,000
            January 21, 2004                          .1177               10,000
            February 5, 2004                          .1430               10,000
            March 17, 2004                            .0869               15,000
            April 6, 2004                             .0583               15,000
            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
                                                                       ---------
                                                                       6,548,260
                                                                       =========

          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 to date:

                                       28
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

          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:

                                                         December 31,
                                                         ------------
                                                   2003               2002
                                               --------------     --------------
          As Reported                          $(2,002,742)       $(2,059,460)
                                               ==============     ==============
          Proforma                             $(2,002,742)       $(2,506,143)
                                               ==============     ==============

          Basic Loss Per Share
           As Reported                         $      (.00)       $      (.02)
                                               ==============     ==============
           Proforma                            $      (.00)       $      (.02)
                                               ==============     ==============

          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, 2003 and
          2002: 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:

                                       29
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                         Weighted          Other               Weighted
                                                       Employee           Average          Options             Average
                                                  Stock Options          Exercise           and                Exercise
                                                    Outstanding           Price            Warrants             Price
                                                    ------------         --------          ---------        -----------

<S>                       <C>                         <C>                 <C>              <C>              <C>
         Balance, January 1, 2002                     1,946,083           $  .257          6,558,260        $     0.135
           Granted                                    5,000,000           $  .009                 -         $     0.000
           Exercised                                         -            $  .000                 -         $     0.000
           Canceled                                     (55,000)          $  .023                (-)        $     0.000
                                                    ------------         --------          ---------        -----------

         Balance, December 31, 2002                   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                           -           $     -          6,548,260        $     0.135
                                                    ===========          ========          =========        ===========


         Outstanding and Exercisable,
          December 31, 2002                             705,333           $  .389          6,558,260        $     0.135
                                                    ===========          ========          =========        ===========

         Outstanding and Exercisable,
          December 31, 2003                                   -           $     -          6,548,260        $     0.135
                                                    ===========          ========          =========        ===========

</TABLE>

          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 options have been canceled as of December 31, 2003.

NOTE 14 -  GOING CONCERN
------------------------

          For the year ended December 31, 2002, the consolidated financial
          statements were prepared assuming that the Company will continue as a
          going concern. As of December 31, 2002, the Company had a net loss, a
          negative cash flow from operations as well as negative working
          capital. These matters raised substantial doubt about the Company's
          ability to continue as a going concern.

          During the year ended December 31, 2003, 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 al 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.


                                       30
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 15 -  SUBSEQUENT EVENTS
----------------------------

          On February 13, 2004, the Company completed its anticipated spin-off
          of Trey Resources, Inc. 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 as of the record date of February 9, 2004.
          Trey is engaged in the development of automatic appointment reminder
          technology and will operate as a publicly traded stand-alone company.
          Effective with the spin-off date, iVoice, Inc., does not maintain any
          ownership interest in Trey Resources, Inc.




                                       31