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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2006

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

                        COMMISSION FILE NUMBER 000-29341

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

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

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

Issuer's telephone number (732) 441-7700

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

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

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

<PAGE>

Issuer's revenues for its most recent fiscal year. $315,938

As of March 22, 2007, the Registrant had 76,719,303 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 $650,493.

As of March 22, 2007, the Registrant had 1,605,347 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                                              5
Item 2. Description of property                                             28
Item 3. Legal proceedings                                                   28


                                     PART II

Item 5. Market for common equity and related stockholder matters.           28
Item 6. Management's discussion and analysis or plan of operations.         37
Item 7. Financial statements                                                47
Item 8A. Controls & Procedures                                              48


                                    PART III

Item 9. Directors, executive officers, promoters and control persons,
    compliance with Section 16(a) of the Exchange Act                       49
Item 10.Executive compensation.                                             51
Item 11.Security ownership of certain beneficial owners and management      53
Item 12.Certain relationships and related transactions                      54
Item 13.Exhibits                                                            54
Item 14. Principal Accountant Fees and Services                             60


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               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This annual report on Form 10-KSB or incorporated by reference may contain
certain "forward-looking" statements as such term is defined by the Securities
and Exchange Commission in its rules, regulations and releases, which represent
the registrant's expectations or beliefs, including but not limited to,
statements concerning the registrant's operations, economic performance,
financial condition, growth and acquisition strategies, investments, and future
operational plans. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intent," "could," "estimate,"
"might," "plan," "predict" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. This information may involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from the future results, performance or
achievements expressed or implied by any forward-looking statements.
This annual report contains forward-looking statements, many assuming that the
Company secures adequate financing and is able to continue as a going concern,
including statements regarding, among other things, (a) our projected sales and
profitability, (b) our growth strategies, (c) anticipated trends in our
industry, (d) our future financing plans, and (e) our anticipated needs for
working capital. These statements may be found under "Management's Discussion
and Analysis or Plan of Operations" and "Business," as well as in this annual
report generally. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under "Risk Factors" and
matters described in this annual report generally. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained in this annual report will in fact occur. In addition to the
information expressly required to be included in this annual report, we will
provide such further material information, if any, as may be necessary to make
the required statements, in light of the circumstances under which they are
made, not misleading.

These risks and uncertainties and other factors include, but are not limited to,
those set forth under Item 1A - Risk Factors. All subsequent written and oral
forward-looking statements attributable to the company or to persons acting on
our behalf are expressly qualified in their entirety by these cautionary
statements. Except as required by federal securities laws, we do not intend to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

     GIVEN THESE RISKS AND UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE ON OUR FORWARD-LOOKING STATEMENTS.

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<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND

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

     On February 26, 1996, Select Resources, Inc., a publicly held Delaware
company, and three of its principal stockholders entered into a stock exchange
agreement with Visual Telephone of New Jersey, Inc., ("Visual Telephone"), a
privately held New Jersey corporation, and its two shareholders 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 shareholders of Visual Telephone and to transfer one-half of the shares of
Select Housing Associates to the other shareholder of Visual Telephone, namely
Joel Beagelman, in return for all of the outstanding shares of Visual Telephone.
In addition, Select Resources transferred the other half of the shares of Select
Housing Associates to Gary W. Pomeroy and Brad W. Pomeroy, two of Select
Resources' three principal stockholders, in return for the cancellation of
1,111,000 shares of common stock of Select Resources owned by them. At the time
of the stock exchange agreement, Mr. Beagelman, Gary W. Pomeroy and Brad W.
Pomeroy were directors of Select Resources. On February 26, 1996, the stock
exchange agreement was approved by the consent of stockholders a majority of the
outstanding shares of common stock of Select Resources. Visual Telephone then
merged into Select Resources, which changed its name to that of the subsidiary.

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

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

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

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Class A common stock. The consulting firm of Toby Investments was awarded
2,000,000 shares of common stock for consulting services on the transaction. The
agreement also provided that certain of the assets of Visual Telephone would be
transferred to Visual Telephone's wholly owned subsidiary, CRI. The merger was
accounted for in its financial statements as a public shell merger. In a public
shell merger the stockholders of the operating company, in this case
International Voice Technologies, become the majority owners of the shell
company, in this case Visual Telephone, and the shareholders 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
shareholders as of May 21, 1999. Visual Telephone's shareholders are to receive
one CRI share for every four shares owned in Visual Telephone. The principal
shareholders, 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 shareholders 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 us to become a reporting company, to comply with
the "eligibility rule" adopted by the National Association of Securities
Dealers, Inc. ("NASD"), as only reporting companies may continue to have stock
quoted on the NASD OTC Bulletin Board.

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

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

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

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

     On April 28, 2004 we formed a new wholly owned subsidiary, iVoice
Technology, Inc. in the State of Nevada. Thereafter, we formed two additional
wholly owned subsidiaries on

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

     On May 24, 2004, we dissolved our wholly owned subsidiary iVoice
Acquisition 2, Inc. in the State of Delaware. This was an inactive subsidiary.

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

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

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

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

     On January 6, 2006, we entered into an Agreement and Plan of Merger (the
"Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.),
a New Jersey corporation ("Thomas NJ"), a wholly owned subsidiary of us, Thomas
Pharmaceuticals Ltd., a New York corporation ("Thomas NY"), Farris M. Thomas,
Jr., an individual

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<PAGE>

("Thomas"), John E. Lucas, an individual ("Lucas") Richard C. Brogle,
("Brogle"), Nina Schwalbe, an individual, ("Schwalbe"), John H. Kirkwood, an
individual ("Kirkwood"), and Maureen Gillespie, an individual ("Gillespie")
(Brogle, Schwalbe, Kirkwood, Gillespie, Thomas and Lucas are collectively as the
"Thomas Shareholders"). Under the terms of the Agreement, Thomas NY merged into
a wholly owned subsidiary of us, Thomas NJ. The Thomas Shareholders of Thomas NY
exchanged all of their common stock shares of Thomas NY for 500,000 Thomas NJ
Series A Convertible Preferred Stock ("Series A Preferred Stock") shares. The
Series A Preferred Stock shareholders can elect to have us spin-off Thomas NJ
from us. We can elect to spin-off Thomas NJ from us anytime after the first
anniversary of the merger of Thomas NY into Thomas NJ. The following additional
documents and/or transactions were completed as part of the Agreement.

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

     On April 27, 2006, we purchased an additional debenture in the principal
amount of $225,000 and an additional $225,000 of Series B Preferred Stock. We
further agreed that if Thomas NJ would have generated sales of $1 million in the
period beginning on January 1, 2006 and ending on September 30, 2006 (the
"Threshold"), then we would have purchased from Thomas NJ an additional
debenture in the principal amount of at least $200,000 on or before December 31,
2006 and an additional $200,000 of Series B Preferred Stock on or before
December 31, 2006. Although Thomas NJ did not reach the Threshold, we maintain
the option to invest in Thomas NJ.

     We executed a Security Agreement with Thomas NJ to secure the obligations
of Thomas NJ under the various debentures set forth above.

     We also entered into a Registration Rights Agreement whereby we agreed,
upon the common stock of Thomas NJ being registered under the Securities
Exchange Act of 1934, as amended, to register 1 billion shares of Thomas NJ
common stock that will be issued upon the conversion of the convertible
debentures, the Administrative Debenture, the Series A Convertible Preferred
Stock and the Series B Convertible Preferred Stock. This agreement provides us
with the ability to spin-off Thomas to our shareholders at a future date in
conforming with our overall objective of creating shareholder value through
operations and acquisitions.

     On March 6, 2006, we announced that we had formed a new wholly owned
subsidiary, iVoice Innovations, Inc. in the State of New Jersey. This subsidiary
will be used to either acquire other operating companies or for a potential
spin-off of an existing asset of ours similar to the recent spin-offs of Trey
Resources, iVoice Technology, Deep Field and SpeechSwitch.

     On April 10, 2006, pursuant to approval by a majority of voting shares at
the Annual Meeting of Shareholders held on March 31, 2006, an Amendment to the
Certificate of

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Incorporation dated April 7, 2006 was accepted by the State of New Jersey (the
"Amendment") to effect a one for two hundred reverse stock split (the "Reverse
Split"). The Reverse Split took effect on April 27, 2006 and the trading symbol
of our Class A Common Stock was changed to "IVOI". All shareholders' holdings
were divided by two hundred and the number of issued and outstanding Class A
Common Stock shares were reduced from 9,994,728,373 to 49,973,642, plus any
additional shares issued as a result of the rounding up of fractional shares
created by the Reverse Split. The Amendment provided for the issuance of no
fractional shares, but instead, all fractional shares created by the Reverse
Split were rounded up to one whole share. Additionally, the shareholders
approved a re-authorization of the number of authorized Class A Common Stock
shares to 10 billion shares.

     On August 9, 2006, we entered into a Stock Purchase Agreement with Thomas
Pharmaceutical Acquisition Corp ("TPA"), a Delaware corporation and Thomas
Pharmaceuticals, Ltd ("TPL"), a New Jersey corporation, our wholly owned
subsidiary, whereby TPA agreed to purchase all the TPL securities held by us.
These securities include the Class A common stock, Series B Convertible
Preferred Stock, Secured Convertible Debentures, an Administrative Service
Convertible Debenture for $1,543,875 and a Secured Convertible Debenture for
$25,000 (the "Thomas Securities"), plus interest and dividends accrued under the
terms of such securities through the closing date. The closing will occur when
TPA secures financing to consummate the transaction. However, we may terminate
this Stock Purchase Agreement should this transaction not be completed by
October 31, 2006. Upon the closing of this transaction, TPA will own all of the
Thomas Securities, except for 500,000 shares of Series A Convertible Preferred
Stock held by the minority shareholders of TPL.

     SUBSEQUENT EVENTS

     On January 26, 2007, we entered into an Extension Agreement (the "Extension
Agreement") with Thomas Pharmaceuticals and Thomas Acquisition. The Extension
Agreement amended the Stock Purchase Agreement whereby the expiration date
provided for in the Stock Purchase Agreement was extended to and through the
date on which the Securities and Exchange Commission declares effective a
registration statement for the distribution of Class A Common Stock of Thomas
Pharmaceuticals to the shareholders of the iVoice (the "Thomas Registration
Statement"). It was also agreed by the parties that Thomas Acquisition would
provide $160,000 to Thomas Pharmaceuticals as bridge financing. If as of the
effective date of the Thomas Registration Statement Thomas Acquisition has not
yet exercised its right to purchase the Thomas Securities, the Stock Purchase
Agreement will be terminated and Thomas Acquisition will no longer have the
right to purchase the Thomas Securities.

     On January 26, 2007, Thomas Acquisition issued to an investor a debenture
in the principal amount of $103,200 convertible into Class A Common Stock of
Thomas Pharmaceuticals and a debenture in the principal amount of $96,800
convertible into Series B Convertible Preferred Stock of Thomas Pharmaceuticals.
The $103,200 secured convertible debenture provides that, at the holder's
option, principal and interest due on the debentures can be converted into the
number of shares of Thomas Pharmaceuticals Class A Common Stock determined by
dividing the amount of the debenture being converted by a 20% discount to the
lowest closing bid price of the Thomas Pharmaceuticals Class A Common Stock for
the five trading days before the conversion date. The $96,800 convertible
debentures provides that, at

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the holder's option, principal and interest due on the debentures can be
converted into the Thomas Pharmaceuticals Series B Convertible Preferred Stock
having a stated value of $1,000 per share. The Thomas Pharmaceuticals Series B
Convertible Preferred Stock is convertible at the holder's option into the
number of shares of Thomas Pharmaceuticals Class A Common Stock determined by
dividing the stated value of the shares of Thomas Pharmaceuticals Class B
Convertible Preferred Stock being converted by a 20% discount to the lowest
closing bid price of the Thomas Pharmaceuticals Class A Common Stock for the
five trading days before the conversion date. There is no limit upon the number
of shares that Thomas Pharmaceuticals may be required to issue upon conversion
of any of these obligations. The $103,200 convertible debenture was secured with
the assets of Thomas Pharmaceuticals, subordinate to the security interest
previously granted to iVoice. The net proceeds of $160,000 from the convertible
debentures were loaned to Thomas Pharmaceuticals in the form of a Promissory
Note. The Promissory Note bears interest at the rate of ten percent per annum
and has a term of seven years.

     On March 30, 2007, we announced that we intend to distribute to the
Company's shareholders shares of common stock of its subsidiary Thomas
Pharmaceuticals, Ltd. The proposed distribution is subject to final review by
the U.S. Securities and Exchange Commission. The holders of iVoice common stock
will receive shares of Thomas Pharmaceuticals, Ltd. common stock. The payment
date will be as soon as practicable after the U.S. Securities and Exchange
Commission declares the Thomas Pharmaceuticals Ltd. Form SB-2 registration
statement effective. The Form SB-2 registration statement is expected to be
filed with the Securities Exchange Commission in April 2007.

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

OUR BUSINESS

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

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

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

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     In June 2006, we announced additional plans to enter the alternative energy
sector. Our previous negotiations to acquire the rights to build and operate
biodiesel production facilities in Richmond, Virginia and in central Long
Island, New York have not been successful. We have curtailed our efforts to
identify additional opportunities at this time.

DIVIDENDS / SPIN-OFFS:

     IN THE LAST 36 MONTHS, WE HAVE SUCCESSFULLY SPUN-OFF FOUR SUBSIDIARIES
THROUGH SPECIAL DIVIDENDS TO OUR SHAREHOLDERS.

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

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

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

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

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     Trey Resources, Inc., iVoice Technology, Inc., Deep Fields Technologies,
Inc. and SpeechSwitch, Inc. have all been spun off from us, are no longer our
subsidiaries and are all currently independent stand-alone companies. This
information has been presented for historical purposes only and investors will
not hold an ownership interest in any of these companies.

     Our strategy for our spin-off business is to create value for our
shareholders from the shares of the business distributed to our shareholders.
The strategy of acquiring and developing new businesses and subsequently
distributing the shares of these businesses to our shareholders has various
uncertainties. We must first identify a business and/or a company that we can
develop. We then fund the business and after the business can be operated
independently, we seek to distribute the shares of the business to our
shareholders. This incubation process has many uncertainties, which include
identifying target businesses and negotiating the acquisition; successfully
integrating the new businesses and profitably managing the operations;
responding to competition for acquisition candidates; and the degree of success
of the acquired business, any of which could have a material adverse effect on
our condition and results of operations. In addition, this business strategy
also creates risks, which include, diversion of management attention, inability
to retain key personnel, risks associated with unanticipated events and the
financial statement effect of potential impairment of acquired intangible
assets, any of which could have a material adverse effect on our condition and
results of operations.

     We incur substantial start-up costs and expenses when we acquire and
develop a new business. If the business generates revenues before it is
spun-off, we are able to recoup all or a portion of the start-up costs and
expenses. In certain instances, we do not recoup our start-up costs by the time
we spin-off the business. However, if the price of the shares distributed to our
shareholders increase, then our shareholders will receive the increased value of
those shares.

     We have spun-off four subsidiaries through special dividends to our
shareholders. The spin-offs have created value for our shareholders by
diversifying their investment in us. Some of the original shareholders of our
shares also now own shares of Trey Resources, Inc., iVoice Technology, Inc.,
Deep Field Technologies, Inc. and SpeechSwitch, Inc. Our ability to acquire
businesses that operate profitably and can create interest in the marketplace
will have a significant impact on our prospects for the future.


ADMINISTRATIVE SERVICE AGREEMENTS

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

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pay us an annual fee of approximately $95,000. On May 16, 2005, we terminated
our administrative services agreement with Trey and we agreed to accept the
assignment of 10 million shares of Laser Energetics Class A Common Stock as
settlement of all Administrative Fees owed by Trey. The value of the exchanged
securities was determined to be $64,891.

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

SPIN-OFF OF AUTOMATIC REMINDER BUSINESS

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

SPIN-OFF OF THE OVER THE COUNTER NON-PRESCRIPTION HEALTHCARE PRODUCTS BUSINESS

     As part of the January 6, 2006 Agreement and Plan of Merger with Thomas NY,
we entered into a Registration Rights Agreement whereby we agreed, upon the
common stock of Thomas NJ being registered under the Securities Exchange Act of
1934, as amended, to register 1 billion shares of Thomas NJ common stock that
will be issued upon the conversion of the convertible debentures, the
Administrative Debenture, the Series A Convertible Preferred Stock and the
Series B Convertible Preferred Stock. This agreement provides us with the
ability to spin-off Thomas NJ to our shareholders at a future date which is
consistent with our overall objective of creating shareholder value through
operations and acquisitions.

     On August 9, 2006, we entered into a Stock Purchase Agreement with Thomas
Pharmaceutical Acquisition Corp ("TPA"), a Delaware corporation and Thomas
Pharmaceuticals, Ltd ("TPL"), a New Jersey corporation, our wholly owned
subsidiary, whereby TPA agreed to purchase all the TPL securities held by us.
These securities include the Class A common stock, Series B Convertible
Preferred Stock, Secured Convertible Debentures and Administrative Service
Convertible Debenture for $1,543,875 plus interest and dividends accrued under
the terms of such securities through the closing date. The closing will occur
when TPA secures financing to consummate the transaction. However, we may
terminate this Stock Purchase Agreement should this transaction not be completed
by October 31, 2006. As

                                       13
<PAGE>

of the date of this filing, we have completed negotiations with the principals
of TPA to provide $160,000 of temporary financing until TPA can complete their
financing arrangements.

     On March 30, 2007, we announced that we intend to distribute to the
Company's shareholders shares of common stock of its subsidiary Thomas
Pharmaceuticals, Ltd. The proposed distribution is subject to final review by
the U.S. Securities and Exchange Commission. The holders of iVoice common stock
will receive shares of Thomas Pharmaceuticals, Ltd. common stock. The payment
date will be as soon as practicable after the U.S. Securities and Exchange
Commission declares the Thomas Pharmaceuticals Ltd. Form SB-2 registration
statement effective. The Form SB-2 registration statement is expected to be
filed in April 2007.


PATENTS AND TRADEMARKS

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

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

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

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

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

     In March 2004 we announced that we had entered into a technology licensing
agreement with GlynnTech Inc., to serve as our licensing agent for speaking
product packaging technology. GlynnTech Inc. has been involved in licensing of a
variety of technologies for

                                       14
<PAGE>

more than thirty years. Besides representing such diverse successful products as
the SuperSoaker(R) Watergun and the RotoWrench(R), Glynn has successfully
licensed or sold more than thirty-four patents in the field of containers and
packaging. We believe GlynnTech can help us unlock the potential of the pending
applications.

     Following the formation of SpeechSwitch, Inc. in November 2004, we
transferred our legal rights to four of the Speech-Enabled Automatic Telephone
Dialer patents to SpeechSwitch, Inc. Upon the conclusion of the spin-off of
SpeechSwitch, Inc on August 5, 2005, we no longer maintained any rights to or
control over these four patents. Accordingly, investors will not have any
ownership interest in these form patents.

     On March 21, 2006, we entered into a Patent Purchase Agreement with Lamson
Holdings LLC, a Nevada limited liability company, for the sale of certain United
States Letters Patents and/or applications for United States Letters Patents
and/or foreign patents and applications. The patents or patent applications
being transferred in this purchase agreement are related to: a) patent 6813341,
Voice Activated/Voice Responsive item locator; b) patent 10/696,660, Voice
activated, voice responsive product locator system, including product location
method utilizing product bar code and aisle-situated, aisle-identifying bar
code; c) patent 10/696,090, Voice activated, voice responsive product locator
system, including product location method utilizing product bar code and
product-situated, location-identifying bar code; and d) patent 10/696,701,
Product location method utilizing product bar code and aisle-situated,
aisle-identifying bar code. A portion of the proceeds will be disbursed to
GlynnTech, Inc. for patents that are co-owned by the President of GlynnTech,
Inc., Kenneth Glynn. On July 28, 2006, we concluded the sale of the patents to
Lamson Holdings LLC for the net proceeds of $136,000. The net proceeds were used
to pay down a portion of the Cornell Debentures.

     On May 11, 2006, we announced that we had filed a patent application for a
new patent for "Traffic Signal System with Countdown Signaling and with
Advertising and/or News Message". The invention relates generally to traffic
signal systems for motor vehicle traffic controls at road intersections and
other crossings that include at least one stop/go light signal, minimally having
a red light and a green light, but typically having a red, a yellow (or amber or
orange), and a green light. The system further includes a countdown signaling
feature so that a driver may see a signal that illustrates actual or relative
time left before a light changes. This countdown is preferably to indicate to an
oncoming vehicle with a green light how much relative or actual time is left
before the light turns red, but it could signal time left on a yellow or red
light or any combination of any of the foregoing. The system further includes a
message presentation area for a driver to read, at least while at a red light.
The message presentation is preferably news and or advertising, but could be
jokes, streaming of a media broadcast or any other message. Thus, the system
provides a message that is different from countdown information and presents
opportunities for public and private sector entertainment and information. The
system would be an information (including news and/or advertising) and
entertainment provider for any intersection requiring traffic signals, and would
be outstanding additions to railroad crossings, draw bridges and any other
traffic stop areas where waits are protracted and otherwise annoying to the
driver.

     We have been developing proprietary technology for seven years. Developing
and licensing proprietary technology has various uncertainties, which include,
our ability to protect

                                       15
<PAGE>

the intellectual property for our technology; obtaining patents that are broad
enough to prevent competitors from introducing similar products on the market;
unintentionally infringing on the proprietary rights of others; and receiving
approval from the United States Patent and Trademark Office, or the USPTO, for
the twelve patent applications that we have outstanding.

     We were awarded three patents by the USPTO in 2003 and 2004. Two of these
patents were transferred to SpeechSwitch, Inc. as part of the spin off in 2005.
These patents relate to the Speech-Enabled Automatic Telephone Dialer, which is
the core product of SpeechSwitch, Inc.'s product line. The third patent for the
Voice Activated/Voice Response Item Locator was sold to Lamson Holdings LLC in
July 2006 along with the three other patent applications related to voice
activated applications for product locating systems. The development and
licensing of such patents has created shareholder value as demonstrated by the
spin off of SpeechSwitch, Inc. and from the sales of patents to Lamson Holding
LLC. Our ability to continue to develop and license unique technologies and to
license and sell these technologies will have a significant impact on our
prospects for the future.

     In Fiscal Year 2006, the USPTO reported that it "received in excess of
440,000 patent applications in 2006, a record number." The USPTO also reports
that their "examiners completed 332,000 patent application in 2006" and approved
54% of these. Patent activity is robust as companies and individuals look to
protect their inventions and unique technologies by filing patent applications
at a record pace.


MERGERS AND ACQUISITIONS

     We continue to search for potential merger candidates with or without
compatible technology and products, which management feels may make financing
more appealing to potential investors. As an example, in January 2006, we
acquired the New York City based Thomas Pharmaceuticals Ltd ("Thomas"), which
develops and markets over the counter non-prescription healthcare products.
Thomas' first product focuses on the high-end, branded consumables market, with
a calcium-enriched, sugar free, anti-gas antacid tablet.

     In June 2006, we announced additional plans to enter the alternative energy
sector. Our previous negotiations to acquire the rights to build and operate
biodiesel production facilities in Richmond, Virginia and in central Long
Island, New York have not been successful and we continue to seek other parties
to construct one or more biodiesel facilities in other locations.

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

MARKETING AND DISTRIBUTION

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

                                       16
<PAGE>

NEW PRODUCTS

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

COMPETITION

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

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

SUPPLIERS

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

CUSTOMERS

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

GOVERNMENT REGULATION

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

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

                                       17
<PAGE>

RESEARCH AND DEVELOPMENT

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



EMPLOYEES

     As of the date of this filing, we have 2 full-time employees, 1 part-time
employee and 1 part-time consultant for a total of 4 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.

RISK FACTORS

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

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


AS OF DECEMBER 31, 2006, THERE WAS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN. THE COMPANY MAY NOT BE ABLE TO CONTINUE ITS
OPERATIONS AND THE FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT
MIGHT RESULT FROM THE OUTCOME OF THIS UNCERTAINTY.

     As of December 31, 2006, the Company's independent public accounting firm
issued a "going concern opinion" wherein they stated that the accompanying
financial statements were prepared assuming the Company will continue as a going
concern. The Company has incurred substantial accumulated deficits, has an
obligation to deliver an indeterminable amount of

                                       18
<PAGE>

common stock due on derivative liabilities and has completed the process of
spinning out the three operating subsidiaries. These issues raise substantial
doubt about the Company's ability to continue as a going concern. Therefore,
recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon continued operations of the
Company, which in turn, is dependent upon the Company's ability to raise capital
and/or generate positive cash flow from operations.

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

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

OUR HISTORICAL INFORMATION HAS LIMITED RELEVANCE TO OUR FUTURE RESULTS OF
OPERATIONS.

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

WE CANNOT ACCURATELY FORECAST OUR FUTURE REVENUES AND OPERATING RESULTS, WHICH
MAY FLUCTUATE.

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

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

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

     o    reduced demand for any given product;

     o    difficulty in keeping current with changing technologies;

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

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

                                       19
<PAGE>

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

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

     o    the market's transition between operating systems; and

     o    costs related to possible acquisitions of technology or businesses.


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

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

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

IF WE CANNOT RAISE ADDITIONAL CAPITAL TO FINANCE FUTURE OPERATIONS, WE MAY NEED
TO CURTAIL OUR OPERATIONS IN THE FUTURE.

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

THE COMPANY MAY IN THE FUTURE SELL ADDITIONAL UNREGISTERED CONVERTIBLE
SECURITIES, POSSIBLY WITHOUT LIMITATIONS ON THE NUMBER OF SHARES OF COMMON STOCK
THE SECURITIES ARE CONVERTIBLE INTO, WHICH COULD DILUTE THE VALUE OF THE
HOLDINGS OF CURRENT STOCKHOLDERS AND HAVE OTHER DETRIMENTAL EFFECTS ON YOUR
HOLDINGS.

     We have relied on the private placement of secured promissory notes to
obtain working capital and may continue to do so in the future. As of this date,
however, we have outstanding

                                       20
<PAGE>

convertible obligations. In order to obtain working capital in the future, we
intend to issue additional equity securities and convertible obligations.

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

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

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

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

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

PROTECTING OUR INTELLECTUAL PROPERTY IN OUR TECHNOLOGY THROUGH PATENTS MAY BE
COSTLY AND INEFFECTIVE AND IF WE ARE NOT ABLE TO PROTECT OUR INTELLECTUAL
PROPERTY, WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AND WE MAY NOT BE
PROFITABLE.

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

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

                                       21
<PAGE>

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.

OUR FUTURE BUSINESS ACQUISITIONS MAY BE UNPREDICTABLE AND MAY CAUSE OUR BUSINESS
TO SUFFER.

     We will seek to expand our operations through the acquisition of additional
businesses. We may not be able to identify, successfully integrate or profitably
manage any such

                                       22
<PAGE>

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

THE COMPANY'S STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION IF FUTURE EQUITY
OFFERINGS ARE USED TO FUND OPERATIONS OR ACQUIRE BUSINESSES.

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

     We believe that our going-forward expenses over the next 12 months will be
approximately $2,400,000. We have no current plan to hire additional employees,
perform additional research and development or purchase additional equipment or
services. We believe that the deficiency between our expenses and net revenues
will be more than covered by the cash available. If there are additional
deficiencies that are in excess of the proceeds of the Securities Purchase
Agreement, management believes that we can limit our operations, defer payments
to management and maintain our business at nominal levels until we can identify
alternative sources of capital.

OUR SOLE OFFICER CONTROLS A SIGNIFICANT PERCENTAGE OF OUR CAPITAL STOCK AND HAS
SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE
MATTERS.

     As of December 31, 2006, Jerome R. Mahoney, our president, chief executive
officer, chief financial officer and director, beneficially owned approximately
81% of our outstanding 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
shareholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership, which is
not subject to any voting restrictions, could limit the price that investors
might be willing to pay for our Class A common stock. In addition, Mr. Mahoney
is in a position to impede transactions that may be desirable for other
shareholders. He could, for example, make it more difficult for anyone to take
control of us.

                                       23
<PAGE>

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

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

IF WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR PRESIDENT AND
CHIEF EXECUTIVE OFFICER, OUR BUSINESS MAY SUFFER.

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

THE COMPANY HAS LIMITED SEGREGATION OF DUTIES AMONGST ITS EMPLOYEES WITH RESPECT
TO THE COMPANY'S PREPARATION AND REVIEW OF THE COMPANY'S FINANCIAL STATEMENTS
DUE TO THE COMPANY'S LIMITED NUMBER OF EMPLOYEES, WHICH IS A MATERIAL WEAKNESS
IN INTERNAL CONTROLS , AND IF THE COMPANY FAILS TO MAINTAIN AN EFFECTIVE SYSTEM
OF INTERNAL CONTROLS, IT MAY NOT BE ABLE TO ACCURATELY REPORT ITS FINANCIAL
RESULTS OR PREVENT FRAUD. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD
LOSE CONFIDENCE IN THE COMPANY'S FINANCIAL REPORTING WHICH COULD HARM THE
TRADING PRICE OF THE COMPANY'S STOCK.

     Effective internal controls are necessary for the Company to provide
reliable financial reports and prevent fraud. Inferior internal controls could
cause investors to lose confidence in the Company's reported financial
information, which could have a negative effect on the trading price of the
Company's stock. Management has found it necessary to limit the Company's
administrative staffing in order to conserve cash, until the Company's level of
business activity increases. As a result, there is very limited segregation of
duties amongst the administrative employees, and the Company and its independent
public accounting firm have identified this as a material weakness in the
Company's internal controls. The Company intends to remedy this material
weakness by hiring additional employees and reallocating duties, including
responsibilities for financial reporting, among the Company's employees as soon
as there are sufficient resources available. However, until such time, this
material weakness will continue to exist. Despite the limited number of
administrative employees and limited segregation of duties, management believes
that the Company's administrative employees are capable of following its
disclosure controls and procedures effectively.

                                       24
<PAGE>

WE HAVE MADE A DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF TREY RESOURCES,
INC. TO OUR SHAREHOLDERS, WHICH MAY RESULT IN OUR PRESIDENT, CHIEF EXECUTIVE
OFFICER AND DIRECTOR HAVING CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     Following the distribution to our shareholders of shares of Class A Common
Stock of Trey Resources, our President, Chief Executive Officer and Director,
Jerome R. Mahoney, is now serving as Non-executive Chairman of the Board of Trey
Resources and has the right to convert $250,000 of indebtedness into 250,000
shares of Class B common stock of Trey Resources, which are 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. 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.

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

     Following the distribution to our shareholders of shares of Class A common
stock of iVoice Technology, our President, Chief Executive Officer and Director,
Jerome R. Mahoney, is now also serving as President, Chief Executive Officer and
Director of iVoice Technology and has the right to convert $190,000 of
indebtedness into 190,000 shares of Class B common stock of iVoice Technology,
which are convertible into an indeterminable number of shares of Class A common
stock of iVoice Technology. This could create, or appear to create, potential
conflicts of interest when our President, Chief Executive Officer and Director
is faced with decisions that could have different implications for iVoice
Technology. Examples of these types of decisions might include any of the
potential business acquisitions made by us or the resolution of disputes arising
out of the agreements governing the relationship between iVoice Technology and
us. 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.

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

     Following the distribution to our shareholders of shares of Class A common
stock of SpeechSwitch, our President, Chief Executive Officer and Director,
Jerome R. Mahoney, is

                                       25
<PAGE>

now serving as the Non-executive Chairman of the Board of SpeechSwitch and will
have the right to convert $190,000 of indebtedness into 190,000 shares of Class
B common stock of SpeechSwitch, which are convertible into an indeterminable
number of shares of Class A common stock of SpeechSwitch. This could create, or
appear to create, potential conflicts of interest when our President, Chief
Executive Officer and Director is faced with decisions that could have different
implications for SpeechSwitch. Examples of these types of decisions might
include any of the potential business acquisitions made by us or the resolution
of disputes arising out of the agreements governing the relationship between
SpeechSwitch and us. 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 MAY PAY A ONE TIME CASH DIVIDEND IN THE NEAR FUTURE.

     Our Board of Directors has determined that we have sufficient cash
available to fund our activities for the foreseeable future and therefore has
sufficient cash reserves to declare a dividend of up to $1.5 million payable to
all holders of Class A Common Stock. Our Board of Directors determined that a
cash dividend of $1.5 million would amount to a sum that would provide a
measurable benefit to individual shareholders and at the same time would permit
us to retain sufficient cash reserves to fund our future working capital needs.
At the annual meeting on March 31, 2006, the Board of Directors received
approval from the shareholders to grant discretionary authority for the Board of
Directors to declare a cash dividend to Class A Common Stock shareholders of
$1.5 million. As of the date of this filing, the Board of Directors has not
proceeded with the declaration of the dividend.

THE PRICE OF OUR STOCK MAY BE AFFECTED BY A LIMITED TRADING VOLUME AND MAY
FLUCTUATE SIGNIFICANTLY

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

OUR CLASS A COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

     Our Class A common stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
These requirements may reduce the potential market for our Class A common stock
by reducing the number of potential investors. This may make it more difficult
for investors in our Class A common stock to sell

                                       26
<PAGE>

shares to third parties or to otherwise dispose of them. This could cause our
stock price to decline. Penny stocks are stock:

     o    With a price of less than $5.00 per share

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

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

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

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

FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

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

ISSUANCE OF OUR RESERVED SHARES OF CLASS A COMMON STOCK MAY SIGNIFICANTLY DILUTE
THE EQUITY INTEREST OF EXISTING STOCKHOLDERS.

     We have reserved for issuance, shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing shareholders and
could have an adverse effect on the market price for our Class A common stock.
As of December 31, 2006, 1,115,762,402 shares have been reserved for issuance
pursuant to the Investor Registration Rights Agreement entered into with Cornell
and there are 250,000 shares remaining available for issuance under the 2005
Stock Incentive Plan. Otherwise, 8,814,916,903 shares of Class A common stock,
reserved for possible future issuance.

REPORTS TO SECURITY HOLDERS

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

     The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
100 F Street, N. E.,

                                       27
<PAGE>

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


ITEM 2. DESCRIPTION OF PROPERTY.

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

     Our primary facility is 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.



                                     PART II


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

MARKET INFORMATION

     Prior to the 1:200 reverse stock split on April 27, 2006, our Class A
common stock, no par value, was quoted on the NASD OTC Bulletin Board under the
symbol "IVOC." The following table shows the high and low closing prices for the
periods indicated.

                                       28
<PAGE>

                                                      High             Low
                                                      ----             ---
     2004

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

     2005

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

     2006

     First Quarter                                  $0.00300         $0.00030
     Second Quarter through 4/26/06                 $0.00130         $0.00090

     Subsequent to the 1:200 reverse stock split on April 27, 2006, our Class A
common stock, no par value, was quoted on the NASD OTC Bulletin Board under the
symbol "IVOI." The following table shows the high and low closing prices for the
periods indicated.

                                                      High             Low
                                                      ----             ---
     2006

     Second Quarter: 4/27/06 to 6/30/06              $0.150           $0.060
     Third Quarter                                   $0.085           $0.060
     Fourth Quarter                                  $0.069           $0.019

The quotations listed above reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.


EQUITY COMPENSATION PLAN INFORMATION

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

                                       29
<PAGE>
<TABLE><CAPTION>
                                           Number of securities to be     Weighted-average            Number of securities
                                            issued upon exercise of      exercise price of          remaining available for
                                              outstanding options,      outstanding options,      future issuance under equity
                                              warrants and rights       warrants and rights       compensation plans (excluding
                                                       (a)                      (b)           securities reflected in column (a))(c)
<S>                                                    <C>                     <C>                             <C>
Equity compensation plans approved by
security holders                                        0                       N/A                             0

Equity compensation plans not approved
by security holders                                     0                       N/A                       250,000(1)

Total                                                   0                       N/A                       250,000(1)
</TABLE>

(1) As of the date of this filing, 250,000 shares of iVoice Class A Common Stock
remained available for future issuance under the iVoice 2005 Stock Incentive
Plan.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The Company had no outstanding equity awards for its executive officers at the
end of the most recent completed fiscal year.


HOLDERS OF COMMON EQUITY.

     As of March 30, 2007, the number of record holders of our common shares was
approximately 756.

DIVIDEND INFORMATION.

     To date, we have never paid a cash dividend. The Board of Directors has
determined that we have sufficient cash available to fund our activities for the
foreseeable future and therefore has sufficient cash reserves to declare a
dividend of up to $1.5 million payable to all holders of Class A Common Stock.
The Board of Directors determined that a cash dividend of $1.5 million would
amount to a sum that would provide a measurable benefit to individual
shareholders and at the same time would permit us to retain sufficient cash
reserves to fund our future working capital needs. At the annual meeting on
March 31, 2006, the Board of Directors was granted discretionary authority to
declare a cash dividend to Class A Common Stock shareholders of $1.5 million
within ninety days following the date of shareholder approval of this proposal.
The Board of Directors has not proceeded with the declaration of the dividend
and the shareholder approval of this action has lapsed.

SALES OF UNREGISTERED SECURITIES.

                                       30
<PAGE>

     In the year ending December 31, 2006, the Company issued the following
unregistered securities pursuant to various exemptions from registration under
the Securities Act of 1933, as amended:

     o    On June 7, 2006, we issued 1,000,000 shares of Class A common stock
          for investor relations services, pursuant to the Consultant Agreement
          dated June 6, 2006 between iVoice, Inc and CEO Cast, Inc.

     o    On May 25, 2006, we issued to Cornell a $1,250,000 secured convertible
          debenture due on May 25, 2008 with an interest of 7.5% per annum
          pursuant to a Securities Purchase Agreement entered into between us
          and Cornell.

     o    On May 11, 2006, the remaining principal balance of the May 25, 2004
          promissory note of $333,760 and $170,016 of accrued interest was
          converted to a $503,776 secured convertible debenture due on May 11,
          2008 with an interest of 7.5% per annum pursuant to a Securities
          Purchase Agreement entered into between us and Cornell.

     o    On May 11, 2006, the remaining principal balance of the June 15, 2005
          promissory note of $5,000,000 and $544,110 of accrued interest was
          converted to a $5,544,110 secured convertible debenture due on May 11,
          2008 with an interest of 7.5% per annum pursuant to a Securities
          Purchase Agreement entered into between us and Cornell.

     o    On May 30, 2006, July 7, 2006, November 17, 2006 and December 18,
          2006, the Company issued an aggregate of 6,416,011 shares of Class A
          common stock to Cornell Capital Partners as repayment of principal on
          an outstanding convertible debenture.

     o    On April 28, 2006, May 12, 2006, August 24, 2006 and November 17,
          2006, the Company converted an aggregate 65,167 shares of Class B
          Common into 6,930,690 shares of Class A Common, pursuant to the
          provisions of Class B common stock.

DESCRIPTION OF SECURITIES

     Pursuant to our certificate of incorporation, as amended, we are authorized
to issue up to: 10,000,000,000 shares of Class A common stock, no par value per
share, 50,000,000 shares of Class B common stock, par value $.01 per share and
1,000,000 shares of preferred stock, par value of $1.00 per share. Below is a
description of our outstanding securities, including Class A common stock, Class
B common stock, options, warrants and debt.

     On March 31, 2006, we held an Annual Meeting of Shareholders of iVoice,
Inc. at the Holiday Inn, 290 Route 37 East, Toms River, New Jersey 08753 at
11:00 a.m., local time. All holders of our Class A Common Stock and Class B
Common Stock as of the close of business on February 17, 2006 were entitled to
vote at the 2005 Annual Meeting.

     The following proposals were presented to the shareholders and each was
approved by a majority of those shareholders voting in person or by proxy.

     1.   To approve the grant of discretionary authority for the Board of
          Directors to declare a cash dividend to Class A Common Stock
          shareholders of $1.5 million;

                                       31
<PAGE>

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

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

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

     5.   To consider and approve the authorization of 20 billion shares of
          Class A Common Stock, only required if Proposal 3 is not approved;

     6.   To approve the grant of discretionary authority for the Board of
          Directors to effect the buyback by us of the Class A Common Stock;

     7.   To elect Jerome Mahoney and Frank Esser to the Board of Directors;

     8.   To consider and approve the iVoice, Inc. 2005 Stock Incentive Plan
          (the "2005 Plan");

     9.   To ratify our Board of Directors' selection of Bagell Josephs Levine &
          Company, LLC to audit our financial statements for the fiscal year
          ending December 31, 2005; and

     10.  To approve the grant of discretionary authority for the Board of
          Directors to file an amendment to our Certificate of Incorporation to
          change our name to ARX Emerge, Inc.

     On April 10, 2006, pursuant to approval by a majority of voting shares at
the Annual Meeting of Shareholders held on March 31, 2006, an Amendment to the
Certificate of Incorporation dated April 7, 2006 was accepted by the State of
New Jersey (the "Amendment") to effect a one for two hundred reverse stock split
(the "Reverse Split"). The Reverse Split took effect on April 27, 2006 and the
trading symbol of our Class A Common Stock was changed to "IVOI". All
shareholders' holdings were divided by two hundred and the number of issued and
outstanding Class A Common Stock shares were reduced from 9,994,728,373 to
49,973,994, plus any additional shares issued as a result of the rounding up of
fractional shares created by the reverse split. Additionally, the shareholders
approved a re-authorization of the number of authorized Class A Common Stock
shares to 10 billion shares.


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

                                       32
<PAGE>

of shares to be included in each series, and to fix the designation, powers,
preferences and other rights of the shares of each such series and to fix the
qualifications, limitations and restrictions thereon, including, but without
limiting the generality of the foregoing, the following:

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

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

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

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

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

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

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

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

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

CLASS A COMMON STOCK

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

                                       33
<PAGE>

     As of December 31, 2006, we had 69,070,695 shares of Class A common stock
issued and 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 shares of Class B Common Stock being
converted by 50% of the lowest price that we had previously issued our Class A
Common Stock since the Class B Common Stock were issued. Every holder of the
outstanding shares of the Class B Common Stock shall be entitled on each matter
to cast the number of votes equal to the number of Class A Common Stock that
would be issued upon the conversion of the Class B Common Stock held by that
holder, had all of the outstanding Class B Common Stock held by that holder been
converted on the record date used for purposes of determining which shareholders
would vote in such an election. With respect to all matters upon which
shareholders are entitled to vote or to which shareholders are entitled to give
consent, the holders of the outstanding shares of Class B Common Stock shall
vote together with Class A Common Stock without regard to class, except as to
those matters on which separate class voting is required by applicable law.
There shall be no cumulative voting by shareholders. Each share of Class B
Common Stock shall receive dividends or other distributions, as declared, equal
to the number of Class A Common Stock that would be issued upon the conversion
of the Class B Common Stock, had all of the outstanding Class B Common Stock
been converted on the record date established for the purposes distributing any
dividend or other shareholder distribution. 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 1,605,347 shares outstanding as of December 31, 2006. As of
December 31, 2006, these shares of Class B Common Stock are convertible into
267,557,833 shares of Class A common stock.

OPTIONS AND WARRANTS

     As of December 31, 2005, we had outstanding, to persons other than
employees, options to purchase 998,260 shares of our Class A common stock. These
options have exercise prices ranging from $0.047 per share to $0.1458 per share,
with a weighted average exercise price of $0.107 per share. These options
expired at various times through November 14, 2006.

     On May 25, 2006, we issued warrants to Cornell Capital Partners to purchase
30,000,000 shares of our Class A common stock. These warrants have exercise
prices ranging from $0.30 per share to $0.50 per share, with a weighted average
exercise price of $0.40 per share. These warrants expire on May 25, 2011.

STOCK INCENTIVE PLANS

2003 STOCK INCENTIVE PLAN

On November 11, 2003, the Company adopted the 2003 Stock Incentive Plan (the
"2003 Plan"). The purpose of the 2003 Plan is to (i) provide long-term
incentives and rewards to employees, directors, independent contractors or
agents of iVoice, Inc. and its subsidiaries; (ii) assist the Company in
attracting and retaining employees, directors, independent contractors or

                                       34
<PAGE>

agents with experience and/or ability on a basis competitive with industry
practices; and (iii) associate the interests of such employees, directors,
independent contractors or agents with those of the Company's stockholders.

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

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

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

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

2005 STOCK INCENTIVE PLAN

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

     Under the Plan, the Board of Directors shall have all the powers vested in
it by the terms of the Plan to select the Eligible Participants to be granted
awards under the Plan, to determine the type, size and terms of awards to be
made to each Eligible Participant selected, to determine the time when awards
will be granted, when they will vest, when they may be exercised and when they
will be paid, to amend awards previously granted and to establish objectives and
conditions, if any, for earning awards and whether awards will be paid after the
end of the award period. The Board shall have full power and authority to
administer and

                                       35
<PAGE>

interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Board deems necessary or advisable and to interpret same. The
Board's interpretation of the Plan, and all actions taken and determinations
made by the Board pursuant to the powers vested in it hereunder shall be
conclusive and binding on all parties concerned, including the Company
stockholders, any participants in the Plan and any other Eligible Participant of
the Company.

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

     For the years ended December 31, 2005 and 2006, no shares were granted
under the 2005 Plan.

DEBT

     On May 25, 2004, we issued an unsecured promissory note totaling $2,650,000
payable to Cornell Capital Partners, LP for advances on the Standby Equity
Distribution Agreement entered into with Cornell in December 2003. The note
matures 143 days from the date of issue with interest accruing at 12% per annum
on any balance left unpaid after the maturity date. On July 14, 2004, we repaid
Cornell Capital, L.P. $1,700,000, in cash, and received a $93,500 fee reduction,
to reduce the outstanding amount owed on the May 25, 2005 promissory note to
$856,000. On May 24, 2005, we assigned to Cornell Capital Partners LP all our
rights and benefits of a convertible note issued by Corporate Strategies, Inc.
valued at $522,740 including principal and accrued interest and this amount was
applied to our promissory note owed to Cornell Capital Partners. On May 11, 2006
the remaining principal balance of the note of $333,760 and $170,016 of accrued
interest was converted to a $503,776 secured convertible debenture due on May
11, 2008 with an interest of 7.5% per annum pursuant to a Securities Purchase
Agreement entered into between us and Cornell.

     On June 15, 2005, we issued a secured promissory note totaling $5,000,000
payable to Cornell Capital Partners, LP. This note is secured by all of our
assets and our rights under all present and future authorization, permits,
licenses and franchises issued or granted in connection with their operations.
The note is for a term of 2 years from the date of issue with interest accruing
at 12% per annum on any unpaid balance through the note's maturity date. On May
11, 2006 the remaining principal balance of the note of $5,000,000 and $544,110
of accrued interest was converted to a $5,544,110 secured convertible debenture
due on May 11, 2008 with an interest of 7.5% per annum pursuant to a Securities
Purchase Agreement entered into between us and Cornell.

     On May 25, 2006, we issued to Cornell a $1,250,000 secured convertible
debenture due on May 25, 2008 with an interest of 7.5% per annum pursuant to a
Securities Purchase Agreement entered into between us and Cornell.

     On May 25, 2006, we entered into a Securities Purchase Agreement with
Cornell whereby we issued to Cornell an aggregate $8,547,886 of Cornell
Debentures convertible into

                                       36
<PAGE>

shares of our Class A Common Stock. The aggregate principal amount of $8,547,886
of Cornell Debentures consists of the three secured convertible debentures
mentioned above and a fourth secured convertible debenture in the principal
amount of $1,250,000 to be issued to Cornell two (2) business days prior to the
date the Registration Statement is declared effective by the SEC.

     We can redeem a portion or all amounts outstanding under the Cornell
Debentures at any time upon three business days advanced written notice. We
shall pay 20% redemption premium on the principal amount being redeemed.


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

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

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

RECLASSIFICATION OF ACCOUNTS IN THE PRIOR PERIOD FINANCIAL STATEMENTS

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

PLAN OF OPERATION.

     To date, we have incurred substantial losses and do not produce enough cash
from operations to cover our operating cash requirements. We raise our necessary
working capital from financing transactions that include the issuance of common
stock or instruments that are convertible into common stock, which have a
dilutive effect on current shareholders.

     We have determined that the best way to create shareholder value, separate
and apart from our operating performance, is by spinning off and distributing
shares of our wholly owned subsidiaries in the form of a special dividend to our
shareholders. The common stock distributions are part of a broader strategy
relating to our transition into a company focused on the development and
licensing of proprietary technologies. We will also continue to search for
potential merger candidates with or without compatible technology and products,
in a further

                                       37
<PAGE>

attempt to increase shareholder value. See the discussions below regarding our
ongoing activities.


DIVIDENDS / SPIN-OFFS:

IN THE LAST 36 MONTHS, WE HAVE SUCCESSFULLY SPUN-OFF FOUR SUBSIDIARIES THROUGH
SPECIAL DIVIDENDS TO OUR SHAREHOLDERS.

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

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

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

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

                                       38
<PAGE>

PATENTS AND TRADEMARKS

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

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

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

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

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

     Following the formation of SpeechSwitch, Inc. in November 2004, we
transferred our legal rights to four of the Speech-Enabled Automatic Telephone
Dialer patents to SpeechSwitch, Inc. Upon the conclusion of the spin-off of
SpeechSwitch, Inc on August 5, 2005, we no longer maintained any rights to or
control over these four patents.

Licensing of Patents:

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

     GlynnTech Inc. has been involved in licensing of a variety of technologies
for more than thirty years. Besides representing such diverse successful
products as the SuperSoaker(R) Watergun and the RotoWrench(R), Glynn has
successfully licensed or sold more than thirty four

                                       39
<PAGE>

patents in the field of containers and packaging. Glynn stated that this
technology could eventually become a widespread method of using many consumer
products.

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

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

SALES & LICENSING OF PATENTS:

     On March 21, 2006, we entered into a Patent Purchase Agreement with Lamson
Holdings LLC, a Nevada limited liability company, for the sale of certain United
States Letters Patents and/or applications for United States Letters Patents
and/or foreign patents and applications. The patents or patent applications
being transferred in this purchase agreement are related to: a) patent 6813341,
Voice Activated/Voice Responsive item locator; b) patent 10/696,660, Voice
activated, voice responsive product locator system, including product location
method utilizing product bar code and aisle-situated, aisle-identifying bar
code; c) patent 10/696,090, Voice activated, voice responsive product locator
system, including product location method utilizing product bar code and
product-situated, location-identifying bar code; and d) patent 10/696,701,
Product location method utilizing product bar code and aisle-situated,
aisle-identifying bar code. A portion of the proceeds were disbursed to
GlynnTech, Inc. for patents that are co-owned by the President of GlynnTech,
Inc., Kenneth Glynn. On July 28, 2006, we concluded the sale of the patents to
Lamson Holdings LLC for the net proceeds of $136,000. The net proceeds were used
to pay down a portion of the Cornell Debentures.

ACQUISITIONS & MERGERS:

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

MERGER WITH THOMAS PHARMACEUTICALS LTD.:

     On January 6, 2006, we entered into an Agreement and Plan of Merger (the
"Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.),
a New Jersey corporation ("Thomas NJ"), our wholly owned subsidiary, Thomas
Pharmaceuticals Ltd., a New York corporation ("Thomas NY"), Farris M. Thomas,
Jr., an individual ("Thomas"), John E. Lucas, an individual ("Lucas") Richard C.
Brogle, ("Brogle"), Nina Schwalbe, an individual, "Schwalbe"), John H. Kirkwood,
an individual ("Kirkwood"), and

                                       40
<PAGE>

Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood,
Gillespie, Thomas and Lucas are collectively as the "Thomas Shareholders").
Under the terms of the Agreement, Thomas NY merged into our wholly owned
subsidiary, Thomas NJ. The Thomas Shareholders of Thomas NY exchanged all of
their common stock shares of Thomas NY for 500,000 Thomas NJ Series A
Convertible Preferred Stock ("Series A Preferred Stock") shares. The Series A
Preferred Stock shareholders can elect to have us spin-off Thomas NJ. We can
elect to spin-off Thomas NJ anytime after the first anniversary of the merger of
Thomas NY into Thomas NJ.

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

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

     On April 27, 2006, we purchased an additional debenture in the principal
     amount of $225,000 and an additional $225,000 of Series B Preferred Stock.
     Finally, we further agreed that if Thomas NJ would have generated sales of
     $1 million in the period beginning on January 1, 2006 and ending on
     September 30, 2006 (the "Threshold"), then we would have purchased from
     Thomas NJ an additional debenture in the principal amount of at least
     $200,000 on or before December 31, 2006 and an additional $200,000 of
     Series B Preferred Stock on or before December 31, 2006. Although Thomas NJ
     did not reach the Threshold, we maintain the option to invest in Thomas NJ.

     We executed a Security Agreement with Thomas NJ to secure the obligations
     of Thomas NJ under the various debentures set forth above.

     We also entered into a Registration Rights Agreement whereby we agreed,
     upon the common stock of Thomas NJ being registered under the Securities
     Exchange Act of 1934, as amended, to register 1 billion shares of Thomas NJ
     common stock that will be issued upon the conversion of the convertible
     debentures, the Administrative Debenture, the Series A Convertible
     Preferred Stock and the Series B Convertible Preferred Stock. It is the
     intent of the Company to spin off this subsidiary in the future if there is
     interest in the marketplace for this type of publicly held company.

     The success of Thomas Pharmaceuticals in the marketplace will depend on the
marketing and acceptance of the Acid-All products by the consumers. As an
example, early product orders from Walgreens and Rite Aid indicate that the
Acid-All product is being stocked in some major chain drug stores and is being
sold to the consumers. The Company expects to continue to show increased sales
from the Acid-All products in the coming quarters.

                                       41
<PAGE>

In addition, Thomas recently announced the introduction of additional product
lines at a national conference for Chain Drug Stores in San Diego, CA, which
should enhance their image in the marketplace.

     On August 9, 2006, we entered into a Stock Purchase Agreement with Thomas
Pharmaceutical Acquisition Corp ("TPA"), a Delaware corporation and Thomas
Pharmaceuticals, Ltd ("TPL"), a New Jersey corporation, our wholly owned
subsidiary, whereby TPA agreed to purchase all the TPL securities held by us.
These securities include the Class A common stock, Series B Convertible
Preferred Stock, Secured Convertible Debentures and Administrative Service
Convertible Debenture for $1,235,100, plus a 25% premium ($308,775) on the
initial value of the TPL securities, plus interest and dividends accrued under
the terms of such securities through the closing date. The closing will occur
when TPA secures financing to consummate the transaction. However, we may
terminate this Stock Purchase Agreement should this transaction not be completed
by October 31, 2006.

     On January 26, 2007, we entered into an Extension Agreement (the "Extension
Agreement") with Thomas Pharmaceuticals and Thomas Acquisition. The Extension
Agreement amended the Stock Purchase Agreement whereby the expiration date
provided for in the Stock Purchase Agreement was extended to and through the
date on which the Securities and Exchange Commission declares effective a
registration statement for the distribution of Class A Common Stock of Thomas
Pharmaceuticals to the shareholders of the iVoice. It was also agreed by the
parties that Thomas Acquisition would provide $160,000 to Thomas Pharmaceuticals
as bridge financing.

     On March 30, 2007, we announced that we intend to distribute to the
Company's shareholders shares of common stock of its subsidiary Thomas
Pharmaceuticals, Ltd. The proposed distribution is subject to final review by
the U.S. Securities and Exchange Commission. The holders of iVoice common stock
will receive shares of Thomas Pharmaceuticals, Ltd. common stock. The payment
date will be as soon as practicable after the U.S. Securities and Exchange
Commission declares the Thomas Pharmaceuticals Ltd. Form SB-2 registration
statement effective. The Form SB-2 registration statement is expected to be
filed in April 2007.


ALTERNATIVE ENERGY SECTOR:

     On July 25, 2006, we issued a press release reporting that iVoice
Innovations, Inc. ("iVoice Innovations"), a wholly-owned subsidiary of iVoice,
had entered into an Option Agreement to acquire four acres of land in Hanover
County, Virginia, approximately 20 miles from Richmond, Virginia, together with
all improvements, easements, water rights, mineral rights and other structures
for a total cost of $800,000. On October 17, 2006, this Option Agreement lapsed
without iVoice Innovations exercising its option to purchase this land. After
reviewing the results of the feasibility study for this project, it was learned
that the capital expenditures needed to construct the biodiesel facility were
far in excess of the original estimates.

                                       42
<PAGE>

     On September 6, 2006, we issued a press release reporting that iVoice
Innovations, Inc. ("iVoice Innovations"), a wholly-owned subsidiary of iVoice,
had executed a letter of intent to build and operate a biodiesel production
facility in central Long Island, New York that will be initially designed to
produce up to 10 million gallons per year of biodiesel from vegetable oils,
animal fats and yellow grease. On October 15, 2006, iVoice Innovations received
notice that the owner of the site in New York decided not to go forward with the
plans to construct the contemplated biodiesel facility with iVoice Innovations.
iVoice Innovations has curtailed their efforts to identify additional
opportunities at this time.


SUMMARY:

     We may not be able to identify, successfully integrate, or profitably
manage any such businesses or operations. The proposed expansion may involve a
number of special risks, including possible adverse effects on our operating
results, diversion of management attention, inability to retain key personnel,
risks associated with unanticipated events and the financial statement effect of
potential impairment of acquired intangible assets, any of which could have a
materially adverse effect on the our condition and results of operations. In
addition, if competition for acquisition candidates or assumed operations were
to increase, the cost of acquiring businesses or assuming customers' operations
could increase materially. Our inability to implement and manage our expansion
strategy successfully may have a material adverse effect on our business and
future prospects. Furthermore, through the acquisition of additional businesses,
we may effect a business acquisition with a target business which may be
financially unstable, under-managed, or in its early stages of development or
growth. While we may, under certain circumstances, seek to effect business
acquisitions with more than one target business, as a result of our limited
resources, we, in all likelihood, will have the ability to effect only a single
business acquisition at one time.

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


RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

     In August 2006, we spun-off our three wholly owned subsidiaries, iVoice
Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. As a
result of the spin-off, we reclassified the accounts of the subsidiaries on the
financial statements to reflect the reclassification of these operations to
below the line as discontinued operations in accordance with the provisions of
FASB 144, "Accounting for the Impairment or Disposal of Long Lived Assets". In
addition, in January 2006, we acquired Thomas Pharmaceuticals, which is a
start-up company with limited operations prior to the merger. Accordingly, our
results of operations had minimal activity in 2005, which makes the comparison
to 2006 not meaningful.

     Total sales for the year ended December 31, 2006 and 2005 were $315,938 and
$9,102, respectively. The sales in 2006 primarily represent initial product
sales of our Acid-All product that was introduced in March and is being promoted
by our subsidiary, Thomas

                                       43
<PAGE>

Pharmaceuticals. The balance of the sales in 2006 represents the sale of several
of our patents to Lamson Holdings LLC. The sales in 2005 represent deferred
maintenance contracts that were not allocated to the three spun-off
subsidiaries.

     Cost of sales for the year ended December 31, 2006 and 2005 were $222,514
and $627, respectively. The costs in 2006 represent the costs of raw materials,
packaging and shipping for the Acid-All product shipments and the deferred costs
associated with the patents that were sold to Lamson Holding. The cost of sales
in 2005 represents the remaining costs that were not allocated to the three
spun-off subsidiaries.

     Total operating expenses for the year ended December 31, 2006 and 2005,
were $2,391,634 and $640,259, respectively. Comparison of the current period to
the prior period is not meaningful. Operating expenses for the current period
include $1,050,053 of costs related to the Thomas operations. Of these expenses,
$366,282 was for advertising campaigns initiated to introduce the Acid-All
products. Other costs include selling and marketing expenses of $235,647 and
consulting for product and packaging of $60,864. The remaining costs include
salaries, benefits, rent and supplies for the Thomas operations. The ongoing
expenses of the parent were $1,120,540, which primarily represents salaries and
benefits for the President and direct staff, professional fees for investor
relations, accounting and reporting services, and rent, utilities and office
supplies for the headquarters office, which is shared with the spun-off
companies. The 2006 amounts also include $13,958 of general and administrative
fees for iVoice Innovations and $207,083 of amortization of financing costs,
which is being written off over the balance of the term of the Cornell
debentures.

     Total other income (expense) for the year ended December 31, 2006 was an
expense of $848,696. This total was primarily comprised of $2,128,550
amortization of the discount on debt and interest expense of $576,882 on the
Cornell debentures and related party loans. These amounts were offset by
$521,509 of interest income on the cash accounts, $1,197,785 gain on revaluation
of the derivatives and $124,873 of administrative service fees charged to the
spun-off companies. Comparison of the current period to the prior period is not
meaningful.

     Net loss from continuing operations for the year ending December 31, 2006
and 2005, was $3,146,906 and $503,130, respectively, as the result of the
factors discussed above. Comparison of the current period to the prior period is
not meaningful.

     Net loss from discontinued operations for the year ended December 31, 2005
was $762,770. The subsidiaries had been experiencing reduced product sales,
higher operating costs related to going public costs and increases in the
salaries and benefits related to the newly hired management teams.

     The total net loss for the year ended December 31, 2006 was $3,146,906 as
compared to the net loss of $1,265,900 for the year ended December 31, 2005. The
increase in net loss of $1,881,006 was the result of the factors discussed
above.


LIQUIDITY AND CAPITAL RESOURCES

                                       44
<PAGE>

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

     During the years ended December 31, 2006 and 2005, and allowing for the
reclassification of Subsidiary accounts in both periods, we had incurred net
losses from continuing operations of $3,146,906 and $503,130, respectively, and
had cash flow deficiencies from continuing operations of $1,214,206 and
$154,087, respectively. These matters raise substantial doubt about our ability
to generate cash flows internally through our current operating activities
sufficient enough that its existence can be sustained without the need for
external financing. Our primary need for cash is to fund our ongoing operations
until such time that we can identify sales opportunities for new products or
identify strategic acquisitions that generates enough revenue to fund
operations. There can be no assurance as to the receipt or timing of revenues
from operations. We anticipate that our operations will require at least
$200,000 per month. These monthly expenses are anticipated to consist of the
following: payroll and benefits of $90,000, occupancy costs of $15,000,
professional fees of $40,000, advertising $30,000, net interest expenses of
$16,500, and miscellaneous administrative expenses of $9,500. We expect to fund
these monthly obligations from cash on hand or otherwise from the sale of equity
or debt securities. We believe that we have sufficient funds on-hand to fund our
operations for at least 24 months.

During the year ended December 31, 2006, we had a net decrease in cash of
$136,597. iVoice's principal sources and uses of funds in the year ended
December 31, 2006 were as follows:

     CASH FLOWS FROM OPERATING ACTIVITIES. We used $1,214,206 in cash for
continuing operations in the year ended December 31, 2006, an increase of
$1,060,119 compared to $154,087 in cash used for continuing operations in the
year ending December 31, 2005. The increase in cash used in continuing
operations was primarily used to fund the start-up of the Thomas merger for
inventory, advertising, salaries and expenses.

     The net effect on cash flows from operating activities by the discontinued
operations for the year ending December 31, 2005 was $537,150. This was the cash
flow effect of spinning off the discontinued operations.

     CASH FLOWS FROM INVESTING ACTIVITIES. We provided cash of $57,359 from
investing activities in the year ended December 31, 2006, compared to $404,229
in cash provided by investing activities in the year ended December 31, 2005.
The Company upgraded the computers and network for the Thomas operations in 2006
and sold and/or wrote off various securities and patents during the year. The
Company also continues to invest money in its trademarks and patent portfolios.
In 2005, the Company transferred $500,000 of marketable securities to Cornell
Capital Partners as payment on the outstanding promissory notes.

                                       45
<PAGE>

     The net effect on cash flows from investing activities from the
discontinued operations for the year ending December 31, 2005 was $19,137. This
was the cash flow effect of spinning off the discontinued operations.

     CASH FLOWS FROM FINANCING ACTIVITIES. We provided $1,020,250 cash from
financing in the year ended December 31, 2006. This represented the net proceeds
from the sale of a $1,250,000 Secured Convertible Debenture to Cornell Capital
Partners and the $136,000 repayment of principal from the sale of patents to
Lamson Holdings LLC. For the year ended December 31, 2005, the Company provided
$3,969,760 from financing activities. This represented the net proceeds from the
sale of a $5,000,000 Promissory Note to Cornell Capital Partners and the
$522,740 repayment of principal from the transfer of the marketable securities
discussed above.

     The net effect on cash flows from financing activities from the
discontinued operations was a decrease in cash of $1,760,000 for the year ending
December 31, 2005. This was the cash flow effect of spinning off the
discontinued operations.

BELOW IS A DESCRIPTION OF IVOICE'S PRINCIPAL SOURCES OF FUNDING:

     On May 11, 2006 we issued to Cornell a $503,776 secured convertible
debenture due on May 11, 2008 with an interest of 7.5%. This debenture replaced
a promissory note with a principal balance of $333,760 and $170,016 of accrued
interest due to Cornell from May 25, 2004.

     On May 11, 2006 we issued to Cornell a $5,544,110 secured convertible
debenture due on May 11, 2008 with an interest of 7.5%. This debenture replaced
a promissory note with a principal balance of $5,000,000 and $544,110 of accrued
interest due to Cornell from June 15, 2005.

     On May 25, 2006, we issued to Cornell a $1,250,000 secured convertible
debenture due on May 25, 2008 with an interest of 7.5% per annum pursuant to a
Securities Purchase Agreement entered into between us and Cornell.

     On May 25, 2006, we entered into a Securities Purchase Agreement with
Cornell whereby we issued to Cornell an aggregate $8,547,886 of Cornell
Debentures which are convertible into shares of our Class A Common Stock. The
aggregate principal amount of $8,547,886 of Cornell Debentures consists of the
three secured convertible debentures mentioned above and a fourth secured
convertible debenture in the principal amount of $1,250,000 that will be issued
to Cornell two (2) business days prior to the date the upcoming Registration
Statement is declared effective by the SEC.

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

                                       46
<PAGE>

shares of Class A Common Stock during the 30 trading days immediately preceding
the conversion date.

     In addition, on any conversion date, Cornell may require us to make a cash
payment in lieu of delivering shares of our Class A Common Stock if the
conversion shares to be issued to Cornell, when aggregated with all other shares
of our Class A Common Stock beneficially owned by Cornell at such time, would
result in Cornell beneficially owning greater than 4.9% of our outstanding
shares of Class A Common Stock. For example, assuming Cornell did not
beneficially own any shares of our Class A Common Stock at the time of
conversion, if Cornell were to request a conversion of $100,000 at a conversion
price of $.02, then we would have to issue 5,555,555 shares ($100,000 / ($.02
multiplied by 90%) to Cornell. Since this number of shares exceeds 4.9% of our
issued and outstanding shares of Class A Common Stock (3,384,464 shares), then
Cornell could request that we make a cash payment of $43,422 (2,171,091
multiplied by $.02). We believe we have sufficient cash on-hand to satisfy such
obligations if and when they shall arise.

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

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


OFF BALANCE SHEET ARRANGEMENTS

     During the year ended December 31, 2006, we did not engage in any material
off-balance sheet activities or have any relationships or arrangements with
unconsolidated entities established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. Further,
we have not guaranteed any obligations of unconsolidated entities nor do we have
any commitment or intent to provide additional funding to any such entities.


ITEM 7. FINANCIAL STATEMENTS.

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

                                       47
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

     The Company maintains a set of disclosure controls and procedures designed
to ensure that information required to be disclosed by us in our reports filed
under the Securities Exchange Act, is recorded, processed, summarized, and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

     Our Board of Directors were advised by Bagell, Josephs, Levine and Company,
LLC, our independent registered public accounting firm, that during their
performance of review procedures for the period ended December 31, 2006, they
have identified a material weakness as defined in Public Company Accounting
Oversight Board Standard No. 2 in our internal control over financial reporting.
Our auditors have identified the following material weakness in our internal
controls:

     A material weakness in the Company's internal controls existed as of
     December 31, 2006. The material weakness was identified as the Company's
     limited segregation of duties amongst the Company's employees with respect
     to the Company's preparation and review of the Company's financial
     statements. This material weakness is the result of the Company's limited
     number of employees. This material weakness may affect management's ability
     to effectively review and analyze elements of the financial statement
     closing process and prepare consolidated financial statements in accordance
     with U.S. GAAP.

     Subsequent to the notification from our independent registered public
accounting firm, our chief executive officer evaluated our internal controls and
concurred that our disclosure controls and procedures have not been effective to
ensure that information required to be included in our periodic SEC filings is
recorded, processed, summarized, and reported within the time periods specified
in the SEC rules and forms. Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible changes in our disclosure
controls and procedures.

CHANGES IN INTERNAL CONTROLS.

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

                                       48
<PAGE>

                                    PART III

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


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

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

Jerome R. Mahoney     47     President, CEO,           5-21-99 to present
                             Director

Frank V. Esser        67     Director                  2-24-04 to present

     JEROME R. MAHONEY. Mr. Mahoney has been our Chief Executive Officer and our
sole director since May 21, 1999. Mr. Mahoney started at Executone Information
Systems, a telephone systems manufacturer, and was Director of National Accounts
from 1988 to 1989. In 1989, Mr. Mahoney founded Voice Express, Inc., a New York
company that sold voicemail systems and telephone system service contracts and
installed these systems. Mr. Mahoney sold Voice Express Systems in 1993. From
1993 to 1997, Mr. Mahoney was President of IVS Corp., and on December 17, 1997,
he established International Voice Technologies, which we merged with on May 21,
1999. Mr. Mahoney is also the Non-Executive Chairman of the Board of Trey
Resources, Inc., Livingston, New Jersey and a member of its Board of Directors
since January 1, 2003. He serves as Non-Executive Chairman of the Board of
SpeechSwitch, Inc., Matawan, New Jersey, and has held this position since
November 10, 2004. He has served as Non-Executive Chairman of the Board of MM(2)
Group, Inc., Matawan, New Jersey since October 19, 2005. He is the President,
Chief Executive Officer, Chief Financial Officer and Secretary of iVoice
Technology, Inc, Matawan, NJ, and has held this position since August 30, 2006.
He was also the Non-Executive Chairman of the Board of Deep Field Technologies,
Inc., Matawan, New Jersey, until February 13, 2007. Mr. Mahoney received a B.A.
in finance and marketing from Fairleigh Dickinson University, Rutherford, N.J.
in 1983.

     FRANK V. ESSER. Board Member since February 24, 2004 and the Head of The
Audit Committee. Mr. Esser, who is a Certified Public Accountant, from 1959 to
1968, he functioned as Transfer Agent and Head Bookkeeper in the Treasury
Department of Texaco Inc. As a certified public accountant with Ernst & Young
from 1968 to 1981, he participated in the audits of major publicly traded
companies such as J.P. Stevens & Co., Dynamics Corporation of America, and
Phillips - Van Heusen Corporation, along with law firms, banks, manufacturing
companies and other organizations. He also participated in the public offerings
of equity and debt and the preparation of SEC filings. In 1981, Mr. Esser
accepted the position of Corporate Controller with a client, Grow Group, Inc., a
Fortune 500 manufacturer of paints, solvents, and household products. Ascending
to the position of Chief Financial Officer in 1987. In 1998, Mr. Esser accepted
the position of Senior Associate at Beacon Consulting Associates,

                                       49
<PAGE>

adding the title of Vice President in 1999. Mr. Esser is also a Board member of
iVoice Technology, Inc., Matawan, New Jersey, since June 2005. Mr. Esser holds a
BBA degree from Baruch College of the City University of New York and is a
Certified Public Accountant in New York State.

     There are no agreements or understandings for the officer or directors to
resign at the request of another person and the above-named officers and
director is not acting on behalf of nor will act at the direction of any other
person. As of the fiscal year ended December 31, 2006, the Company has an audit
committee in place and has one independent member of the Board of Directors.

     For the year ended December 31, 2006, the Board held one meeting, which was
also the Annual Meeting of Shareholders, and acted eleven times through written
unanimous consent in lieu of a meeting.

AUDIT COMMITTEE

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


                              CORPORATE GOVERNANCE

DIRECTOR INDEPENDENCE

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

AUDIT COMMITTEE

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

                                       50
<PAGE>

NOMINATING COMMITTEE

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


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

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


CODE OF ETHICS.

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


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
two completed fiscal years. The following information includes the dollar value
of base salaries, bonus awards, the number of stock options granted, and certain
other compensation, if any, whether paid or deferred.

                           SUMMARY COMPENSATION TABLE


                                                 All Other        Total
Name and Position(s)          Year   Salary($)  Compensation   Compensation
--------------------          ----   ---------  ------------   ------------

Jerome R. Mahoney
   Chief Executive Officer    2006   $327,800      $866 (1)      $328,666
    and President             2005   $298,000      $866 (1)      $298,866

                                       51
<PAGE>

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


COMPENSATION OF DIRECTORS

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

                              DIRECTOR COMPENSATION


                       Fees Earned or         All Other              Total
Name                  Paid in Cash ($)     Compensation ($)     Compensation ($)
-----                 ----------------     ----------------     ----------------

Frank V. Esser(1)        $24,000(2)                $0               $24,000

(1)  Mr. Esser has been serving as our outside director since June 2005 at a fee
     of $12,000 per year. Mr. Esser also serves on the Board of Directors of
     Thomas Pharmaceuticals, Ltd, our subsidiary, since January 2006 at a fee of
     $12,000 per year.

(2)  The $24,000 represents fees earned. Mr. Esser has received $18,000 in cash
     compensation during this period.


EMPLOYMENT CONTRACTS

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

     On November 15, 2004, the Company amended the employment agreement with
Jerome Mahoney and extended the term for an additional five-year period
commencing on May 1, 2004. He will serve as the Company's Chairman of the Board,
President and Chief

                                       52
<PAGE>

Executive Officer for a term of five years. As consideration, the Company agrees
to pay Mr. Mahoney a sum of $270,000 the first year with a 10% increase every
year thereafter.


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

     The following tables set forth certain information regarding the beneficial
ownership of our voting securities as of March 22, 2007 of (i) each person known
to us to beneficially own more than 5% of the applicable class of voting
securities, (ii) our directors, (iii) and each named executive officer and (iv)
all directors and executive officers as a group. As of March 22, 2007 a total of
76,719,303 shares of Class A common stock outstanding and a total of 1,605,347
shares of our Class B common stock were outstanding. Each share of Class A
common stock and Class B common stock is entitled to one vote on matters on
which holders of common stock are eligible to vote. The column entitled
"Percentage of Total Voting Stock" shows the percentage of total voting stock
beneficially owned by each listed party.

     The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of March 22, 2007,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.


                            OWNERSHIP OF COMMON STOCK
<TABLE><CAPTION>
                                                                        COMMON STOCK
                                                                      BENEFICIALLY OWNED
NAME/ADDRESS                          TITLE OF CLASS                NUMBER         PERCENT
------------                          --------------                ------         -------
<S>                                   <C>                       <C>                  <C>
Jerome R. Mahoney                     Class A Common Stock      315,277,272(1)       80.5%
c/o iVoice, Inc.                      Class B Common Stock        1,605,347(1)      100.0%
750 Highway 34
Matawan, New Jersey  07747

Frank V. Esser (Director)             Class A Common Stock           70,892           0.0%
27 Arden Road
Old Bridge, New Jersey  08857

Cornell Capital Partners LLC          Class A Common Stock      668,875,460(2)       90.4%
101 Hudson Street, Suite 3700
Jersey City, New Jersey  07302

Director and executive                Class A Common Stock         315,347,164       80.5%
officer as a group                    Class B Common Stock           1,605,347      100.0%
</TABLE>

(1)  Includes (i) 119,865 shares of our Class A common stock held by Mr. Mahoney
     and his minor aged children, (ii) 297,286,481 shares of our Class A common
     stock issuable upon conversion of 1,605,347 shares of our Class B common
     stock held by Mr. Mahoney, and (iii) 17,870,926 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

                                       53
<PAGE>

     may, at any time, convert amounts owed to him for monies loaned thereunder
     and interest thereon into (i) one share of our Class B common stock for
     each dollar owed, (ii) the number of shares of our Class A common stock
     calculated by dividing (x) the sum of the amount being prepaid by (y) 50%
     of the lowest issue price of shares of our Class A common stock since the
     first advance of funds under such note, or (iii) payment of the principal
     of the note, before any repayment of interest. At March 22, 2007, the total
     balance owed to Mr. Mahoney was $96,503, convertible into 96,503 shares of
     our Class B common stock, or 17,870,926 shares of our Class A common stock.

(2)  Includes (i) 5,912,497 shares of our Class A common stock held by Cornell
     Capital, (ii) 632,962,963 shares of our Class A common stock issuable upon
     conversion of $6,836,000 principal balance on the Cornell Convertible
     Debentures, and (iii) 30,000,000 shares of our Class A common stock
     issuable upon conversion of Cornell Warrants. Pursuant to the terms of the
     Cornell Convertible Debentures, Cornell may, at any time, convert
     outstanding principal and accrued interest, in whole or in part, into a
     number of shares of our Class A Common Stock equal to the quotient obtained
     by dividing (x) the outstanding amount of the Cornell Debentures to be
     converted by (y) 90% of the lowest closing bid price of our shares of Class
     A Common Stock during the 30 trading days immediately preceding the
     conversion date.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     At December 31, 2006, the total balance owed to Mr. Mahoney by the Company
was $96,503, which is convertible into 96,503 shares of our Class B common
stock, or 17,870,926 shares of our Class A common stock.

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

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


ITEM 13. EXHIBITS

(A)  EXHIBITS

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

3.1       Certificate of incorporation of iVoice, Inc., a New Jersey
          corporation, incorporated herein by reference to Exhibit 3.1 of the
          Registrant's Form 10-QSB for the period ended March 31, 2003.

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

                                       54
<PAGE>

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

3.4       By-laws of iVoice, Inc., a New Jersey corporation, incorporated herein
          by reference to Exhibit 3.2 of the Registrant's Form 10-QSB for the
          period ended March 31, 2003.

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

4.1       Secured Convertible Debenture dated May 11, 2006, between Cornell
          Capital Partners, LP and iVoice, Inc. for the principal value of
          $5,544,110. (incorporated herein by reference to Exhibit 4.1 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.2       Secured Convertible Debenture dated May 11, 2006, between Cornell
          Capital Partners, LP and iVoice, Inc. for the principal value of
          $503,776. (incorporated herein by reference to Exhibit 4.2 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.3       Secured Convertible Debenture dated May 25, 2006, between Cornell
          Capital Partners, LP and iVoice, Inc. for the principal value of
          $1,250,000. (incorporated herein by reference to Exhibit 4.3 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.4       Warrant to Purchase 10,000,000 shares of common stock issued to
          Cornell Capital Partners, LP on May 25, 2006 at an exercise price per
          share of $.30. (incorporated herein by reference to Exhibit 4.4 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.5       Warrant to Purchase 10,000,000 shares of common stock issued to
          Cornell Capital Partners, LP on May 25, 2006 at an exercise price per
          share of $.40. (incorporated herein by reference to Exhibit 4.5 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

                                       55
<PAGE>

4.6       Warrant to Purchase 10,000,000 shares of common stock issued to
          Cornell Capital Partners, LP on May 25, 2006 at an exercise price per
          share of $.50. (incorporated herein by reference to Exhibit 4.6 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

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

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

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

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

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

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

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

10.08     Consulting Services Agreement dated July 27, 2003 between iVoice, Inc.
          and Stone Street Advisors, LLC (incorporated herein by reference to
          Exhibit 10.6 of the Quarterly Report on Form 10-Q for the quarterly
          period ended December 31, 2003, filed with the SEC on November 14,
          2003).

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

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

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

                                       56
<PAGE>

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

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

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

10.15     Amended and Restated Security Agreement, dated May 25, 2006 between
          Cornell Capital Partners, LP and iVoice, Inc. (incorporated herein by
          reference to Exhibit 10.15 of the Registration Statement on Form SB-2
          (File No. 333-134555) filed on May 30, 2006).

10.16     Investor Registration Rights Agreement, dated May 25, 2006, between
          iVoice, Inc. and Cornell Capital Partners, LP. (incorporated herein by
          reference to Exhibit 10.16 of the Registration Statement on Form SB-2
          (File No. 333-134555) filed on May 30, 2006).

10.17     Securities Purchase Agreement, dated May 25, 2006, iVoice, Inc. and
          Cornell Capital Partners, LP. (incorporated herein by reference to
          Exhibit 10.17 of the Registration Statement on Form SB-2 (File No.
          333-134555) filed on May 30, 2006).

10.18     Agreement and Plan of Merger dated January 6, 2006 by and among
          iVoice, Inc., Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition
          Corp.), a New Jersey corporation, Thomas Pharmaceuticals Ltd., a New
          York corporation, Farris M. Thomas, Jr., an individual, John E. Lucas,
          an individual, Richard C. Brogle, Nina Schwalbe, an individual, John
          H. Kirkwood, an individual, and Maureen Gillespie, an individual
          (incorporated herein by reference to Exhibit 10.1 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

10.19     Secured Convertible Debenture dated January 6, 2006 issued by Thomas
          Pharmaceuticals, Ltd. a New Jersey corporation. for the sum of
          $360,000 (incorporated herein by reference to Exhibit 10.2 of the
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          2006, filed with the SEC on May 15, 2006).

10.20     Administrative Services Agreement dated January 6, 2006 between Thomas
          Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey
          corporation and iVoice, Inc. (incorporated herein by reference to
          Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarterly
          period ended March 31, 2006, filed with the SEC on May 15, 2006).

10.21     Security Agreement dated January 6, 2006 by and between iVoice, Inc.
          and Thomas Pharmaceuticals, Ltd., a New Jersey corporation
          (incorporated herein by reference to Exhibit 10.4 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

                                       57
<PAGE>

10.22     Shareholders Agreement dated January 6, 2006 by and among iVoice,
          Inc., Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a
          New Jersey corporation, Thomas Pharmaceuticals Ltd., a New York
          corporation, Farris M. Thomas, Jr., an individual, John E. Lucas, an
          individual, Richard C. Brogle, Nina Schwalbe, an individual, John H.
          Kirkwood, an individual, and Maureen Gillespie, an individual
          (incorporated herein by reference to Exhibit 10.5 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

10.23     Investors Registration Rights Agreement dated January 6, 2006 by and
          between iVoice, Inc. and Thomas Pharmaceuticals, Ltd., a New Jersey
          corporation (incorporated herein by reference to Exhibit 10.6 of the
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          2006, filed with the SEC on May 15, 2006).

10.24     Escrow Agreement dated January 6, 2006 by and among iVoice, Inc.,
          Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New
          Jersey corporation, and Meritz & Muenz LLP (incorporated herein by
          reference to Exhibit 10.7 of the Quarterly Report on Form 10-Q for the
          quarterly period ended March 31, 2006, filed with the SEC on May 15,
          2006).

10.25     Administrative Services Convertible Debenture dated January 6, 2006
          issued by Thomas Pharmaceuticals, Ltd. a New Jersey corporation. for
          the sum of $100,000 (incorporated herein by reference to Exhibit 10.8
          of the Quarterly Report on Form 10-Q for the quarterly period ended
          March 31, 2006, filed with the SEC on May 15, 2006).

10.26     Employment Agreement dated January 6, 2006 by and between Thomas
          Pharmaceuticals, Ltd. a New Jersey corporation, and John E. Lucas
          (incorporated herein by reference to Exhibit 10.9 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

10.27     Employment Agreement dated January 6, 2006 by and between Thomas
          Pharmaceuticals, Ltd. a New Jersey corporation, and Farris M. Thomas,
          Jr. (incorporated herein by reference to Exhibit 10.10 of the
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          2006, filed with the SEC on May 15, 2006).

10.28     Stock Purchase Agreement dated August 7, 2006 by and among Thomas
          Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
          iVoice, Inc. (incorporated herein by reference to Exhibit 10.28 of
          Amendment No. 2 to Form SB-2 filed on October 23, 2006).

10.29     Extension Agreement dated January 26, 2007 by and among Thomas
          Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
          iVoice, Inc. (incorporated herein by reference to Exhibit 10.1 of Form
          8-K filed on January 26, 2007).

10.30     Secured Convertible Debenture dated January 26, 2007 by and among
          Thomas Pharmaceutical Acquisition Corp. and Biobridge LLC
          (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on
          January 26, 2007).

10.31     Convertible Debenture dated January 26, 2007 by and among Thomas
          Pharmaceutical Acquisition Corp. and Biobridge LLC (incorporated
          herein by reference to Exhibit 10.3 of Form 8-K filed on January 26,
          2007).

                                       58
<PAGE>

10.32     Promissory Note dated January 26, 2007 by and among Thomas
          Pharmaceuticals Ltd., and Thomas Pharmaceutical Acquisition Corp.
          (incorporated herein by reference to Exhibit 10.4 of Form 8-K filed on
          January 26, 2007).

10.33     Security Agreement dated January 26, 2007 by and among Thomas
          Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
          Biobridge LLC (incorporated herein by reference to Exhibit 10.5 of
          Form 8-K filed on January 26, 2007).

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

21        List of Subsidiaries*

22        Definitive Proxy Statement (incorporated by reference to the
          Registrant's Form DEF 14A filed on February 27, 2006).

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

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

--------------------
*Filed herein





                                       59
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table sets forth fees billed to the Company by the Company's
independent auditors for the year ended December 31, 2006 and December 31, 2004
for (i) services rendered for the audit of the Company's annual financial
statements and the review of the Company's quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of the Company's financial statements that are not reported as Audit
Fees, and (iii) services rendered in connection with tax preparation,
compliance, advice and assistance.


     SERVICES                                            2006          2005
     --------                                            ----          ----

     Audit Fees                                         $28,000       $30,000

     Audit - Related Fees                                 (1)         $ 3,490

     Tax fees                                             (1)         $ 1,500

     All Other Fees (review of other filings)           $18,836          --

     Total                                              $46,836       $34,990

     (1) Included in base audit fee, not itemized

     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.

                                       60
<PAGE>

                                   SIGNATURES

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



           iVoice, Inc..

             By: /s/ JEROME R MAHONEY                     April 2, 2007
                 ------------------------
                 Jerome R. Mahoney
                 President, Chief Executive Officer,
                 Chief Financial Officer and Director


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


              By: /s/ Jerome R. Mahoney                   April 2, 2007
                  -----------------------
                  Jerome R. Mahoney
                  President, Chief Executive Officer,
                  Chief Financial Officer and Director


              By: /s/ Frank V. Esser                      April 2, 2007
                  -----------------------
                  Frank V. Esser
                  Director




                                       61
<PAGE>

                                INDEX OF EXHIBITS


3.1       Certificate of incorporation of iVoice, Inc., a New Jersey
          corporation, incorporated herein by reference to Exhibit 3.1 of the
          Registrant's Form 10-QSB for the period ended March 31, 2003.

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

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

3.4       By-laws of iVoice, Inc., a New Jersey corporation, incorporated herein
          by reference to Exhibit 3.2 of the Registrant's Form 10-QSB for the
          period ended March 31, 2003.

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

4.1       Secured Convertible Debenture dated May 11, 2006, between Cornell
          Capital Partners, LP and iVoice, Inc. for the principal value of
          $5,544,110. (incorporated herein by reference to Exhibit 4.1 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.2       Secured Convertible Debenture dated May 11, 2006, between Cornell
          Capital Partners, LP and iVoice, Inc. for the principal value of
          $503,776. (incorporated herein by reference to Exhibit 4.2 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.3       Secured Convertible Debenture dated May 25, 2006, between Cornell
          Capital Partners, LP and iVoice, Inc. for the principal value of
          $1,250,000. (incorporated herein by reference to Exhibit 4.3 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.4       Warrant to Purchase 10,000,000 shares of common stock issued to
          Cornell Capital Partners, LP on May 25, 2006 at an exercise price per
          share of $.30. (incorporated herein by reference to Exhibit 4.4 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.5       Warrant to Purchase 10,000,000 shares of common stock issued to
          Cornell Capital Partners, LP on May 25, 2006 at an exercise price per
          share of $.40. (incorporated herein by reference to Exhibit 4.5 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

4.6       Warrant to Purchase 10,000,000 shares of common stock issued to
          Cornell Capital Partners, LP on May 25, 2006 at an exercise price per
          share of $.50. (incorporated herein by reference to Exhibit 4.6 of the
          Registration Statement on Form SB-2 (File No. 333-134555) filed on May
          30, 2006).

                                       62
<PAGE>

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

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

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

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

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

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

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

10.08     Consulting Services Agreement dated July 27, 2003 between iVoice, Inc.
          and Stone Street Advisors, LLC (incorporated herein by reference to
          Exhibit 10.6 of the Quarterly Report on Form 10-Q for the quarterly
          period ended December 31, 2003, filed with the SEC on November 14,
          2003). Assignment Agreement dated May 24, 2005 between iVoice, Inc,
          Cornell Capital Partners, LP and Corporate Strategies, Inc.

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

10.10     reference to Exhibit 10.2 to the Current Statement on Form 8-K filed
          on June 27, 2005). Secured Promissory Note dated June 15, 2005 between
          iVoice, Inc and Cornell Capital Partners, LP (incorporated herein by

10.11     reference to Exhibit 10.1 to the Current Statement on Form 8-K filed
          on June 27, 2005). Consulting Services Agreement dated May 24, 2005
          between iVoice, Inc and Cornell Capital Partners, LP (incorporated

10.12     herein by reference to Exhibit 10.4 to the Current Statement on Form
          8-K filed on June 27, 2005). iVoice, Inc. 2003 Stock Incentive Plan
          incorporated herein by reference to Exhibit 10.1 to the Form S-8 filed
          on

10.13     November 21, 2003. iVoice, Inc. 2005 Stock Incentive Plan incorporated
          herein by reference to Appendix A to the Schedule 14A filed on

10.14     February 27, 2006.

                                       63
<PAGE>

10.15     Amended and Restated Security Agreement, dated May 25, 2006 between
          Cornell Capital Partners, LP and iVoice, Inc. (incorporated herein by
          reference to Exhibit 10.15 of the Registration Statement on Form SB-2
          (File No. 333-134555) filed on May 30, 2006).

10.16     Investor Registration Rights Agreement, dated May 25, 2006, between
          iVoice, Inc. and Cornell Capital Partners, LP. (incorporated herein by
          reference to Exhibit 10.16 of the Registration Statement on Form SB-2
          (File No. 333-134555) filed on May 30, 2006).

10.17     Securities Purchase Agreement, dated May 25, 2006, iVoice, Inc. and
          Cornell Capital Partners, LP. (incorporated herein by reference to
          Exhibit 10.17 of the Registration Statement on Form SB-2 (File No.
          333-134555) filed on May 30, 2006).

10.18     Agreement and Plan of Merger dated January 6, 2006 by and among
          iVoice, Inc., Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition
          Corp.), a New Jersey corporation, Thomas Pharmaceuticals Ltd., a New
          York corporation, Farris M. Thomas, Jr., an individual, John E. Lucas,
          an individual, Richard C. Brogle, Nina Schwalbe, an individual, John
          H. Kirkwood, an individual, and Maureen Gillespie, an individual
          (incorporated herein by reference to Exhibit 10.1 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

10.19     Secured Convertible Debenture dated January 6, 2006 issued by Thomas
          Pharmaceuticals, Ltd. a New Jersey corporation. for the sum of
          $360,000 (incorporated herein by reference to Exhibit 10.2 of the
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          2006, filed with the SEC on May 15, 2006).

10.20     Administrative Services Agreement dated January 6, 2006 between Thomas
          Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey
          corporation and iVoice, Inc. (incorporated herein by reference to
          Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarterly
          period ended March 31, 2006, filed with the SEC on May 15, 2006).

10.21     Security Agreement dated January 6, 2006 by and between iVoice, Inc.
          and Thomas Pharmaceuticals, Ltd., a New Jersey corporation
          (incorporated herein by reference to Exhibit 10.4 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

10.22     Shareholders Agreement dated January 6, 2006 by and among iVoice,
          Inc., Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a
          New Jersey corporation, Thomas Pharmaceuticals Ltd., a New York
          corporation, Farris M. Thomas, Jr., an individual, John E. Lucas, an
          individual, Richard C. Brogle, Nina Schwalbe, an individual, John H.
          Kirkwood, an individual, and Maureen Gillespie, an individual
          (incorporated herein by reference to Exhibit 10.5 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

10.23     Investors Registration Rights Agreement dated January 6, 2006 by and
          between iVoice, Inc. and Thomas Pharmaceuticals, Ltd., a New Jersey
          corporation (incorporated herein by reference to Exhibit 10.6 of the
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          2006, filed with the SEC on May 15, 2006).

                                       64
<PAGE>

10.24     Escrow Agreement dated January 6, 2006 by and among iVoice, Inc.,
          Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New
          Jersey corporation, and Meritz & Muenz LLP (incorporated herein by
          reference to Exhibit 10.7 of the Quarterly Report on Form 10-Q for the
          quarterly period ended March 31, 2006, filed with the SEC on May 15,
          2006).

10.25     Administrative Services Convertible Debenture dated January 6, 2006
          issued by Thomas Pharmaceuticals, Ltd. a New Jersey corporation. for
          the sum of $100,000 (incorporated herein by reference to Exhibit 10.8
          of the Quarterly Report on Form 10-Q for the quarterly period ended
          March 31, 2006, filed with the SEC on May 15, 2006).

10.26     Employment Agreement dated January 6, 2006 by and between Thomas
          Pharmaceuticals, Ltd. a New Jersey corporation, and John E. Lucas
          (incorporated herein by reference to Exhibit 10.9 of the Quarterly
          Report on Form 10-Q for the quarterly period ended March 31, 2006,
          filed with the SEC on May 15, 2006).

10.27     Employment Agreement dated January 6, 2006 by and between Thomas
          Pharmaceuticals, Ltd. a New Jersey corporation, and Farris M. Thomas,
          Jr. (incorporated herein by reference to Exhibit 10.10 of the
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          2006, filed with the SEC on May 15, 2006).

10.28     Stock Purchase Agreement dated August 7, 2006 by and among Thomas
          Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
          iVoice, Inc. (incorporated herein by reference to Exhibit 10.28 of
          Amendment No. 2 to Form SB-2 filed on October 23, 2006).

10.29     Extension Agreement dated January 26, 2007 by and among Thomas
          Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
          iVoice, Inc. (incorporated herein by reference to Exhibit 10.1 of Form
          8-K filed on January 26, 2007).

10.30     Secured Convertible Debenture dated January 26, 2007 by and among
          Thomas Pharmaceutical Acquisition Corp. and Biobridge LLC
          (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on
          January 26, 2007).

10.31     Convertible Debenture dated January 26, 2007 by and among Thomas
          Pharmaceutical Acquisition Corp. and Biobridge LLC (incorporated
          herein by reference to Exhibit 10.3 of Form 8-K filed on January 26,
          2007).

10.32     Promissory Note dated January 26, 2007 by and among Thomas
          Pharmaceuticals Ltd., and Thomas Pharmaceutical Acquisition Corp.
          (incorporated herein by reference to Exhibit 10.4 of Form 8-K filed on
          January 26, 2007).

10.33     Security Agreement dated January 26, 2007 by and among Thomas
          Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
          Biobridge LLC (incorporated herein by reference to Exhibit 10.5 of
          Form 8-K filed on January 26, 2007).

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

                                       65
<PAGE>

21        List of Subsidiaries*

22        Definitive Proxy Statement (incorporated by reference to the
          Registrant's Form DEF 14A filed on February 27, 2006).

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

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

--------------------
*Filed herein




















                                       66
<PAGE>









                          IVOICE, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2006 AND 2005
















<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS
                                    --------






                                                                          Page
                                                                          ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   1

CONSOLIDATED FINANCIAL STATEMENTS

     Balance Sheets                                                       2 - 3

     Statements of Operations                                             4

     Statements of Stockholders' Equity                                   5 - 8

     Statement of Accumulated Other Comprehensive Income (Loss)           9

     Statements of Cash Flows                                            10 - 12

     Notes to Consolidated Financial Statements                          13 - 41


<PAGE>
                     Bagell, Josephs, Levine & Company, LLC
                200 Haddonfield Berlin Road, Gibbsboro, NJ 08026
                       Tel: 856.346.2828 Fax: 856.346.2882


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

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

We have audited the accompanying consolidated balance sheets of iVoice, Inc. and
Subsidiaries as of December 31, 2006 and 2005, and the related consolidated
statements of operations, stockholders' equity, accumulated other comprehensive
income (loss) and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of iVoice, Inc. and
Subsidiaries as of December 31, 2006 and 2005, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements for December 31, 2006 have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 14 to the consolidated financial statements, the Company has
incurred substantial accumulated deficits, has an obligation to deliver an
indeterminable amount of common stock due on derivative liabilities and has
completed the process of spinning out their subsidiaries. These issues raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regards to these matters are also discussed in Note 14.
The consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.



                                          Bagell, Josephs, Levine & Company, LLC
Gibbsboro, New Jersey
March 27, 2007


                                        1
<PAGE>
                          iVOICE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  December 31,

                                     ASSETS


<TABLE><CAPTION>
                                                                              2006           2005
                                                                          ------------   ------------
<S>                                                                       <C>            <C>
CURRENT ASSETS
  Cash and cash equivalents                                               $ 10,865,335   $ 11,001,932
  Securities available for sale                                                202,594        622,935
  Accounts receivable, net of allowance for product returns of $136,858         55,675             --
  Inventory                                                                     64,757             --
  Prepaid expenses and other current assets                                    205,577        306,233
                                                                          ------------   ------------

      Total current assets                                                  11,393,938     11,931,100
                                                                          ------------   ------------


PROPERTY AND EQUIPMENT, net of accumulated depreciation of $219,208 and
$192,103                                                                       122,899         27,613
                                                                          ------------   ------------


OTHER ASSETS
  Deferred financing costs, net of accumulated amortization of $355,104
      and $148,021                                                              72,396        105,729
  Intangible assets, net of accumulated amortization of $0 and $5,010          255,767        222,460
  Deposits and other assets                                                      8,641          6,666
                                                                          ------------   ------------

      Total other assets                                                       336,804        334,855
                                                                          ------------   ------------

TOTAL ASSETS                                                              $ 11,853,641   $ 12,293,568
                                                                          ============   ============
</TABLE>



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

                                        2
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS - (Continued)
                                  December 31,

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


<TABLE><CAPTION>
                                                                              2006           2005
                                                                          ------------   ------------

<S>                                                                       <C>            <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                   $    935,265   $    808,700
  Due to related parties                                                        96,503         47,344
  Notes payable, current amount                                                     --        333,760
                                                                          ------------   ------------

      Total current liabilities                                              1,031,768      1,189,804
                                                                          ------------   ------------

LONG TERM DEBT
  Convertible debenture payables, net of discount of $5,169,335              1,761,665             --
  Derivative liability on convertible debentures                             5,380,418             --
  Notes payable, net of current portion                                         20,000      5,000,000
                                                                          ------------   ------------
      Total long term debt                                                   7,162,083      5,000,000
                                                                          ------------   ------------

      Total liabilities                                                      8,193,851      6,189,804
                                                                          ------------   ------------


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY
  Preferred stock, $1 par value; Authorized shares - 1,000,000;
      Issued and outstanding shares - none                                          --             --
  Common stock, Class A:
      2006 - no par value; Authorized 10,000,000,000,
         69,073,695 shares issued, 69,070,695 shares outstanding
      2005 - no par value; Authorized 10,000,000,000,
         49,976,994 shares issued, 49,973,994 shares outstanding            24,831,084     24,457,546
  Common stock, Class B:
      2006 - $.01 par value; authorized 50,000,000
         2,204,875 shares issued, 1,605,347 shares outstanding,
      2005 - $.01 par value; authorized 50,000,000
         2,204,875 shares issued, 1,670,514 shares outstanding                  16,053         16,705
  Additional paid-in capital                                                   719,702             --
  Accumulated other comprehensive income (loss)                               (376,559)        13,097
  Accumulated deficit                                                      (21,501,690)   (18,354,784)
  Treasury stock, 3,000 Class A shares, at cost                                (28,800)       (28,800)
                                                                          ------------   ------------

       Total stockholders' equity                                            3,659,790      6,103,764
                                                                          ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 11,853,641   $ 12,293,568
                                                                          ============   ============
</TABLE>

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

                                        3
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        For the years ended December 31,



<TABLE><CAPTION>
                                                                              2006           2005
                                                                          ------------   ------------
                                                                                        (reclassified)
<S>                                                                       <C>            <C>
SALES, NET                                                                $    315,938   $      9,102

COST OF SALES                                                                  222,514            627
                                                                          ------------   ------------

GROSS PROFIT                                                                    93,424          8,475
                                                                          ------------   ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Selling expenses                                                             601,929             --
  General and administrative expenses                                        1,555,517        474,714
  Amortization of financing costs                                              207,083        148,021
  Depreciation and amortization                                                 27,105         17,524
                                                                          ------------   ------------

      Total selling, general and administrative expenses                     2,391,634        640,259
                                                                          ------------   ------------

LOSS FROM CONTINUING OPERATIONS                                             (2,298,210)      (631,784)
                                                                          ------------   ------------

OTHER INCOME \ (EXPENSE)
  Other income                                                                 658,971        629,194
  Gain on revaluation of derivatives                                         1,197,765             --
  Amortization of discount on debt                                          (2,128,550)            --
  Interest expense                                                            (576,882)      (500,540)
                                                                          ------------   ------------
      Total other income (expense)                                            (848,696)       128,654
                                                                          ------------   ------------

LOSS FROM CONTINUING OPERATIONS BEFORE
PROVISION FOR INCOME TAXES                                                  (3,146,906)      (503,130)

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

LOSS FROM CONTINUING OPERATIONS                                             (3,146,906)      (503,130)

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

NET LOSS APPLICABLE TO COMMON SHARES                                      $ (3,146,906)  $ (1,265,900)
                                                                          ============   ============

NET LOSS PER BASIC AND DILUTED COMMON SHARE
  Continuing Operations: basic and diluted                                $       (.06)  $       (.01)
                                                                          ============   ============
  Discontinued Operations: basic and diluted                              $       (.00)  $       (.02)
                                                                          ============   ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Continuing Operations: basic and diluted                                  55,371,797     49,517,826
                                                                          ============   ============
  Discontinued Operations: basic and diluted                                55,371,797     49,517,826
                                                                          ============   ============
</TABLE>

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

                                        4
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



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

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

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

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

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

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

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

Retroactive restatement for reverse split (1:200)   (9,944,754,379)               --                --                --

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

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

Balance at December 31, 2005                            49,973,994    $   24,457,546         1,670,514    $       16,705
                                                    ==============    ==============    ==============    ==============
</TABLE>


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

                                        5
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



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

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

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

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

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

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

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

Retroactive restatement for reverse split (1:200)               --                --                --                --

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

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

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




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

                                        6
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005





<TABLE><CAPTION>
                                                          Common Stock Class A                Common Stock Class B
                                                    --------------------------------    --------------------------------
                                                        Shares            Amount            Shares            Amount
                                                    --------------    --------------    --------------    --------------
<S>                                                 <C>               <C>               <C>               <C>
Balance at January 1, 2006                              49,973,994    $   24,457,546         1,670,514    $       16,705

Issuance of common stock for public relations
services                                                 1,000,000            85,000                --                --

Issuance of common stock for payment of prior
period legal services                                    4,750,000            57,000                --                --

Issuance of stock on conversion of Class B shares        6,930,690               652           (65,167)             (652)

Issuance of stock as repayment of principal on
an outstanding convertible debentures                    6,416,011           230,886                --                --

Unrealized loss on securities available for sale                --                --                --                --

Discount on debt for free-standing warrants                     --                --                --                --

Debt discount on fair value derivative in excess
of convertible debenture                                        --                --                --                --

Adjustment to derivative liability on debt
conversion                                                      --                --                --                --

Net loss for the year ended December 31, 2006                   --                --                --                --
                                                    --------------    --------------    --------------    --------------

Balance at December 31, 2006                            69,070,695    $   24,831,084         1,605,347    $       16,053
                                                    ==============    ==============    ==============    ==============
</TABLE>



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

                                        7
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005




<TABLE><CAPTION>
                                                                                                Accumulated
                                                                                                   Other
                                                                 Additional                     Comprehensive      Total
                                                  Treasury        Paid-In       Accumulated        Income       Stockholders'
                                                   Stock          Capital         Deficit         (Losses)         Equity
                                                ------------    ------------    ------------    ------------    ------------

<S>                                             <C>             <C>             <C>             <C>             <C>
Balance at January 1, 2006                      $    (28,800)   $         --    $(18,354,784)   $     13,097    $  6,103,764

Issuance of common stock for public relations
services                                                  --              --              --              --          85,000

Issuance of common stock for payment of prior
period legal services                                     --              --              --              --          57,000

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

Issuance of stock as repayment of principal
on an outstanding convertible debentures                  --              --              --              --         230,886

Unrealized loss on securities available for
sale                                                      --              --              --        (389,656)       (389,656)

Discount on debt for free-standing warrants               --       1,992,323              --              --       1,992,323

Debt discount on fair value derivative in
excess of convertible debenture                           --      (1,602,516)             --              --      (1,602,516)

Adjustment to derivative liability on debt
conversion                                                --         329,895              --              --         329,895

Net loss for the year ended December 31, 2006             --              --      (3,146,906)             --      (3,146,906)
                                                ------------    ------------    ------------    ------------    ------------

Balance at December 31, 2006                    $    (28,800)   $    719,702    $(21,501,690)   $   (376,559)   $  3,659,790
                                                ============    ============    ============    ============    ============
</TABLE>




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

                                        8
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



<TABLE><CAPTION>
                                                                                              Accumulated Other
                                                                                                Comprehensive
                                                                                                Income (Loss)
                                                                                                ------------
<S>                                                                                             <C>
Balance at January 1, 2005                                                                      $         --

Unrealized gain on securities available for sale                                                      13,097
                                                                                                ------------
Balance at December 31, 2005                                                                          13,097

Unrealized loss on securities available for sale:
    Unrealized losses arising during the period                                 $   (412,906)
    Less: reclassification adjustment for losses included in net loss                 23,250
                                                                                ------------
    Net change for the period                                                                       (389,656)
                                                                                                ------------
Balance at December 31, 2006                                                                    $   (376,559)
                                                                                                ============
</TABLE>












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

                                        9
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,




<TABLE><CAPTION>
                                                                                2006            2005
                                                                            ------------    ------------
                                                                                           (reclassified)
<S>                                                                         <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss from continuing operations                                      $ (3,146,906)   $   (503,130)
   Adjustments to reconcile net loss to net cash provided by (used in)
      operating activities:
   Depreciation and amortization                                                  27,105          17,524
   Amortization of prepaid financing costs                                       207,083         148,021
   Amortization of discount on debt conversion                                 2,128,550              --
   Provision for product returns                                                 136,858              --
   Dividend income of marketable securities                                           --        (301,197)
   Loss on sales or exchange of marketable securities                             23,250           6,250
   Issuance of common stock services                                              85,000          13,500
   Gain on revaluation of derivatives                                         (1,197,765)             --
      Changes in certain assets and liabilities:
        (Increase) decrease in accounts receivable                              (192,533)            411
        (Increase) in inventory                                                  (64,757)             --
        (Increase) decrease in prepaid and other current assets                   20,581         (38,683)
        Increase in accounts payable and accrued expenses                        710,169         476,562
        (Decrease) in deferred maintenance contracts                                  --          (9,320)
        Increase in related party accounts                                        49,159          35,975
                                                                            ------------    ------------

   Total (cash used) in operating activities of continuing operations         (1,214,206)       (154,087)
                                                                            ------------    ------------

   Net loss from discontinued operations                                              --        (762,770)
   Net effect on cash flow from spin-off of subsidiaries                              --       1,299,920
                                                                            ------------    ------------

   Total cash provided by operating activities of discontinued operations             --         537,150
                                                                            ------------    ------------

      Total cash provided by (used in) operating activities                   (1,214,206)        383,063
                                                                            ============    ============
</TABLE>







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

                                        10
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                        FOR THE YEARS ENDED DECEMBER 31,


<TABLE><CAPTION>
                                                                                2006            2004
                                                                            ------------    ------------
<S>                                                                         <C>             <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                             (7,216)         (9,400)
   Receipt of marketable securities in settlement of receivables                      --         (64,891)
   Net proceeds from sales of marketable securities                                7,435         500,000
   Cash acquired in merger with Thomas Pharmaceuticals, Ltd.                          36              --
   Sale and/or write-off of intangible assets                                     78,804              --
   Purchase of intangibles assets                                                (21,700)        (21,480)
                                                                            ------------    ------------
   Total cash provided by investing activities from continuing operations         57,359         404,229
                                                                            ------------    ------------

   Adjustments to reconcile total cash provided by investing activities
   from discontinued operations                                                       --          19,137
                                                                            ------------    ------------

      Total cash provided by investing activities                                 57,359         423,366
                                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Prepaid offering and debt issue costs                                         (93,750)       (507,500)
   Gross proceeds from debt financing                                          1,250,000       5,000,000
   Repayment of debt financing                                                  (136,000)       (522,740)
                                                                            ------------    ------------

   Total cash provided by financing activities from continuing operations      1,020,250       3,969,760
                                                                            ------------    ------------

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

   Total cash provided by financing activities                                 1,020,250       2,209,760
                                                                            ------------    ------------


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            (136,597)      3,016,189


CASH AND EQUIVALENTS - Beginning of year - Continuing Operations              11,001,932       6,763,346
                                                                            ------------    ------------
CASH AND EQUIVALENTS - Beginning of year - Discontinued Operations                    --       1,222,397
                                                                            ------------    ------------


CASH AND EQUIVALENTS - END OF YEAR - Continuing Operations                  $ 10,865,335    $ 11,001,932
                                                                            ============    ============


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

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

                                       11
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                  FO THE YEARS ENDED DECEMBER 31, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

During the year ended December 31, 2006, the Company:

a)   The Company issued 6,416,011 shares of Class A common stock to Cornell
     Capital Partners as repayment of principal on an outstanding convertible
     debenture, valued at $230,886.

b)   The Company issued 1,000,000 shares of Class A common stock for public
     relations services at a value of $85,000.

c)   On January 6, 2006, the Company concluded the merger of Thomas
     Pharmaceuticals, Ltd. The net effect on cash flows is as follows:

     Cash                                            $      36
     Property and equipment                            115,175
     Intangible assets                                  95,411
     Deposits and other assets                           1,900
     Accounts payable and accrued expenses            (187,522)
     Notes payable, net of current portion             (20,000)
     Minority interest in subsidiary stock              (5,000)
                                                     ---------
     Total                                           $      --
                                                     =========


d)   The Company converted 65,167 shares of Class B Common into 6,930,690 shares
     of Class A Common, pursuant to the provisions of Class B common stock.

e)   The Company issued 4,750,000 shares of Class A common stock for payment of
     prior period legal services at a value of $57,000.

f)   The Company issued 30,000,000 warrants to Cornell Capital Partners, with a
     fair market value of $1,992,323, as part of the refinancing of the Cornell
     debt.


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

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

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

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

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


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

                                       12
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

a)       Basis of Presentation
         ---------------------
         iVoice, Inc. formerly known as Visual Telephone International, Inc.
         ("Visual") was incorporated under the laws of Utah on December 2, 1995,
         and subsequently changed to Delaware.

         On May 21, 1999, the Company executed a Reorganization Agreement (the
         "Agreement") that provided that the Company and International Voice
         Technologies, Corp. ("IVT") would be merged and the Company would be
         the surviving entity. On May 25, 1999, a certificate of merger was
         filed with the State of Delaware and the name of the Company was
         changed to iVoice.com, Inc.

         On April 24, 2000, the Company entered into an agreement and plan of
         reorganization with all the stockholders of ThirdCAI, another shell
         company that was a reporting company under the Securities Exchange Act
         of 1934. 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," 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 2004 and November 2004, the Company announced its
         intention to distribute to its stockholders, in the form of a special
         dividend, shares of Class A Common Stock of its three wholly owned
         subsidiaries, iVoice Technology, Deep Field and SpeechSwitch (the
         "Spin-off"). The Company announced on July 21, 2005, that the Board of
         Directors set a record date for the previously announced spin-off of
         its three wholly owned subsidiaries. Shareholders of record on July 29,
         2005 were entitled to receive the special dividend. The special
         dividend was distributed on August 5, 2005. Holders of iVoice Class A
         Common Stock, other than affiliates of iVoice, received one share of
         Class A Common Stock of each of iVoice Technology, Inc., Deep Field
         Technologies, Inc. and SpeechSwitch, Inc. for every 988 shares of
         iVoice common stock that they held. Holders of less than 988 shares of
         iVoice common stock received one share of iVoice Technology, Inc., Deep
         Field Technologies, Inc. and SpeechSwitch, Inc. Class A common stock.
         All of the outstanding shares of Class B Common Stock (including
         convertible debt into such shares) of iVoice Technology, Inc., Deep
         Field Technologies, Inc. and SpeechSwitch, Inc. will be beneficially
         owned by affiliates of iVoice, Inc. or iVoice Technology, Inc., Deep
         Field Technologies, Inc. and SpeechSwitch, Inc.

                                       13
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

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

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

         On January 6, 2006, iVoice, Inc. (the "Company") entered into an
         Agreement and Plan of Merger (the "Agreement") with Thomas
         Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey
         corporation ("Thomas NJ"), a wholly owned subsidiary of the Company,
         Thomas Pharmaceuticals Ltd., a New York corporation ("Thomas NY"),
         Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas, an
         individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an
         individual, "Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"),
         and Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe,
         Kirkwood, Gillespie, Thomas and Lucas are collectively as the
         "Shareholders"). Under the terms of the Agreement, Thomas NY merged
         into a wholly owned subsidiary of the Company, Thomas NJ. The
         Shareholders of Thomas NY exchanged all of their common stock shares of
         Thomas NY for 500,000 Thomas NJ Series A Convertible Preferred Stock
         ("Series A Preferred Stock") shares. The Series A Preferred Stock
         shareholders can elect to have the Company spin-off Thomas NJ from
         iVoice. The Company can elect to spin-off Thomas NJ from iVoice anytime
         after the first anniversary of the merger of Thomas NY into Thomas NJ.

         The book value ($93,533) of Thomas Pharmaceuticals, Ltd. at the time of
         the merger consisted of:

                   Cash                                          $      36
                   Property and equipment                          115,175
                   Other assets                                      3,778
                   Accounts payable & accrued expenses            (187,522)
                   Notes payable                                   (20,000)
                   Minority interest in subsidiary stock            (5,000)
                                                                 ---------
                   Total                                         $ (93,533)
                                                                 =========

         Based on the Company's interpretation of Regulation S-X, the Company
         does not consider Thomas Pharmaceuticals to be a material acquisition
         and, as such, is exempt from reporting pro forma information for the
         year ended December 31, 2006.


                                       14
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

         On March 6, 2006, we announced that we had formed a new wholly owned
         subsidiary, iVoice Innovations, Inc. in the State of New Jersey. This
         subsidiary will be used to either acquire other operating companies or
         for a potential spin-off of an existing asset of ours similar to the
         recent spin-offs of Trey Resources, iVoice Technology, Deep Field and
         SpeechSwitch.

         On April 10, 2006, pursuant to approval by a majority of voting shares
         at the Annual Meeting of Shareholders held on March 31, 2006, an
         Amendment to the Certificate of Incorporation dated April 7, 2006 was
         accepted by the State of New Jersey (the "Amendment") to effect a one
         for two hundred reverse stock split (the "Reverse Split"). The Reverse
         Split took effect on April 27, 2006 and the trading symbol of our Class
         A Common Stock was changed to "IVOI". All shareholders' holdings were
         divided by two hundred and the number of issued and outstanding Class A
         Common Stock shares were reduced from 9,994,728,373 to 49,973,642, plus
         any additional shares issued as a result of the rounding up of
         fractional shares created by the Reverse Split. The Amendment provided
         for the issuance of no fractional shares, but instead, all fractional
         shares created by the Reverse Split were rounded up to one whole share.
         Additionally, the shareholders approved a re-authorization of the
         number of authorized Class A Common Stock shares to 10 billion shares.

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

b)       Principles of Consolidation
         ---------------------------
         The accompanying consolidated financial statements include the accounts
         of the Company and its subsidiaries, Thomas Pharmaceuticals Ltd (f.k.a.
         iVoice Acquisition Corp) and iVoice Innovations Inc. On August 5, 2005,
         iVoice Technology, Inc., Deep Field Technologies, Inc. and
         SpeechSwitch, Inc. were distributed to iVoice shareholders through
         Spin-off transactions. The Statements of Operations and Cash Flows for
         the years ended December 31, 2005 have also been reclassified to
         reflect iVoice Technology, Deep Field Technologies and SpeechSwitch as
         discontinued operations. All significant inter-company transactions and
         balances have been eliminated in consolidation.


                                       15
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

c)       Line of Business
         ----------------
         We have determined that the best way to create shareholder value,
         separate and apart from our operating performance, is by spinning off
         and distributing shares of our wholly owned subsidiaries in the form of
         a special dividend to our shareholders. The only two industries in
         which we currently have operations are patent licensing and
         non-prescription healthcare products (through the operation of our
         subsidiary, Thomas Pharmaceuticals, Ltd.).

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

d)       Start-up Costs
         --------------
         In accordance with the American Institute of Certified Public
         Accountants Statement of Position 98-5, "Reporting on the Costs of
         Start-up Activities," the Company expenses all costs incurred in
         connection with the start-up and organization of the Company.

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







                                       16
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

f)       Revenue and Cost Recognition
         ----------------------------
         The Company obtains its income primarily from the sales of
         over-the-counter non-prescription healthcare products to wholesalers
         and distributors and from the sales or licensing of its patents and
         patent applications. Revenues for our healthcare products are recorded
         upon delivery to the outlets and the Company generally offers an open
         return policy for unsold product. Revenues for the sales of our patents
         are recorded upon transfer of title. The patent revenues are reported
         net of any broker fees or commissions.

         Cost of product revenue includes direct costs to produce and distribute
         the products. Costs for patents include expensing the deferred costs of
         the licensing activities.

g)       Product Returns
         ---------------
         Because of our short operating history related to the sales of
         over-the-counter non-prescription healthcare products to wholesalers
         and distributors, the Company cannot estimate the amount for a
         provision for product returns. Therefore the provision was based on the
         balance of uncollected receivables from customers who have not made any
         payments at the end of the period.

h)       Accounts Receivable
         -------------------
         The Company conducts business and extends credit pursuant to the
         wholesaler and distributor agreements. Standard terms are 2% 30 net 31
         and most of the small customers conform to these terms. Several large
         customers have provisions in their agreements that delay payments to
         the Company until there is a steady flow of products being resold. In
         some cases, the Company also offers an unlimited return policy for slow
         moving products. Exposure to losses on receivables is expected to vary
         by customer due to how the products are being purchased by the end
         customers.

i)       Provision for Bad Debt
         ----------------------
         The Company does not provide a provision for bad debt. The Company
         feels that the provision for product returns is sufficient to protect
         itself against these losses.

j)       Advertising Costs
         -----------------
         Advertising costs are expensed as incurred and are included in selling
         expenses. For the years ended December 31, 2006 and 2005, the Company
         incurred $366,282 and $6,229, respectively. For the year ended December
         31, 2005, these costs were included in the discontinued operations
         prior to being spun-off by the Company.


                                       17
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

k)       Cash and Cash Equivalents
         -------------------------
         The Company considers all highly liquid investments purchased with
         original maturities of three months or less to be cash equivalents. The
         cash equivalents represent investments in Triple A credit rated money
         market funds that have 7 day auction rates competitive with current
         market conditions. The Company had cash and cash equivalents at
         December 31, 2006 and 2005 of $10,865,335 and $11,001,932,
         respectively.

l)       Marketable Securities
         ---------------------
         The Company has evaluated its investment policies consistent with FAS
         No. 115, Accounting for Certain Investments in Debt and Equity
         Securities, and determined that all of its investment securities are to
         be classified as available-for-sale. Available-for-sale securities are
         carried at fair value, with the unrealized gains and losses reported in
         Stockholders' Equity under the caption Accumulated Other Comprehensive
         Income (Loss).

m)       Concentration of Credit Risk
         ----------------------------
         The Company maintains cash balances at a financial institution that are
         insured by the Federal Deposit Insurance Corporation up to $100,000.
         The cash equivalents are not insured. The Company has uninsured cash
         balances at December 31, 2006 and 2005 of $10,822,353 and $10,921,517,
         respectively.

n)       Inventory
         ---------
         Inventory, consisting primarily of raw materials and finished goods
         such as antacid tablets, tins, display boxes and completed shipping
         boxes, and is valued at the lower of cost or market. Cost is determined
         on a first-in, first-out basis for the materials and includes an
         allocation of the production labor for the packaging and shipping
         provided by an unrelated contractor.

o)       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.

p)       Intangible Assets
         -----------------
         Intangible assets represent costs incurred for trademarks, patents and
         patent applications. Identified intangible assets are regularly
         reviewed to determine whether facts and circumstances exist which
         indicate that the useful life is shorter than originally estimated or
         the carrying amount of assets may not be recoverable. The Company
         assesses the recoverability of its identifiable intangible assets by
         comparing the projected discounted net cash flows associated with the
         related asset or group of assets over their remaining lives against
         their respective carrying amounts. Impairment, if any, is based on the
         excess of the carrying amount over the fair value of those assets.


                                       18
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

q)       Income Taxes
         ------------
         The Company accounts for income taxes in accordance with FAS No. 109,
         "Accounting for Income Taxes," which requires an asset and liability
         approach to financial accounting and reporting for income taxes.
         Deferred income taxes and liabilities are computed annually for
         differences between the financial statement and the tax basis of assets
         and liabilities that will result in taxable or deductible amounts in
         the future based on enacted tax laws and rates applicable to the
         periods in which the differences are expected to affect taxable income.
         Valuation allowances are established when necessary to reduce deferred
         tax assets to the amount expected to be realized.

r)       Financing Costs
         ---------------
         Financing costs consist primarily of professional fees and various paid
         commissions relating to the issuance of the Company's convertible
         debentures. These costs are deferred and amortized over the term of the
         underlying security.

s)       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.

t)       Fair Value of Financial Instruments
         -----------------------------------
         The Company estimates that the fair value of all financial instruments
         at December 31, 2006 and 2005, as defined in FAS 107, does not differ
         materially from the aggregate carrying values of its financial
         instruments recorded in the accompanying consolidated balance sheets.
         The estimated fair value amounts have been determined by the Company
         using available market information and appropriate valuation
         methodologies. Considerable judgment is required in interpreting market
         data to develop the estimates of fair value, and accordingly, the
         estimates are not necessarily indicative of the amounts that the
         Company could realize in a current market exchange.

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

                                       19
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

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

         The computation of basic EPS is computed by dividing income available
         to common stockholders by the weighted average number of outstanding
         Common shares during the period. Diluted earnings per share gives
         effect to all dilutive potential Common shares outstanding during the
         period. The computation of diluted EPS does not assume conversion,
         exercise or contingent exercise of securities that would have an
         anti-dilutive effect on earnings. The shares used in the computations
         are as follows:
                                                           December 31,
                                                    ---------------------------
                                                        2006           2005
                                                    ------------   ------------

         Net loss from continuing operations        $ (3,146,906)  $ (1,265,900)
                                                    ============   ============

         Weighted-average common shares outstanding   55,371,797     49,517,826
                                                    ============   ============

         Net loss per common share from continuing
         operations                                 $      (0.06)  $      (0.03)
                                                    ============   ============


         The Company had common stock equivalents of 297,557,833 and 136,932,368
         (post reverse split) at December 31, 2006 and 2005, respectively.

w)       Comprehensive Income
         --------------------
         FAS No. 130, "Reporting Comprehensive Income", establishes standards
         for the reporting and display of comprehensive income and its
         components in the financial statements. The items of other
         comprehensive income that are typically required to be displayed are
         foreign currency items, minimum pension liability adjustments, and
         unrealized gains and losses on certain investments in debt and equity
         securities. As of December 31, 2006 and 2005, the Company has several
         items that represent comprehensive income, and thus, have included a
         statement of comprehensive income.

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

                                       20
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

y)       Derivative Liabilities
         ----------------------
         During April 2003, the Financial Accounting Standards Board issued SFAS
         149, "Amendment of Statement 133 on Derivative Instruments and Hedging
         Activities." SFAS 149 amends and clarifies accounting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts, and for hedging activities under SFAS 133, "Accounting for
         Derivative Instruments and Hedging Activities." The statement requires
         that contracts with comparable characteristics be accounted for
         similarly and clarifies when a derivative contains a financing
         component that warrants special reporting in the statement of cash
         flows. SFAS 149 is effective for contracts entered into or modified
         after June 30, 2003, except in certain circumstances, and for hedging
         relationships designated after June 30, 2003. The financial statements
         for the year ended December 31, 2006 include the recognition of the
         derivative liability on the underlying securities issuable upon
         conversion of the Cornell Convertible Debentures.

z)       Recent Accounting Pronouncements
         --------------------------------
         In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
         Hybrid Financial Instruments, an amendment of FASB Statements No. 133
         and 140." SFAS No. 155 resolves issues addressed in SFAS No. 133
         Implementation Issue No. D1, "Application of Statement 133 to
         Beneficial Interests in Securitized Financial Assets," and permits fair
         value remeasurement for any hybrid financial instrument that contains
         an embedded derivative that otherwise would require bifurcation,
         clarifies which interest-only strips and principal-only strips are not
         subject to the requirements of SFAS No. 133, establishes a requirement
         to evaluate interests in securitized financial assets to identify
         interests that are freestanding derivatives or that are hybrid
         financial instruments that contain an embedded derivative requiring
         bifurcation, clarifies that concentrations of credit risk in the form
         of subordination are not embedded derivatives and amends SFAS No. 140
         to eliminate the prohibition on a qualifying special-purpose entity
         from holding a derivative financial instrument that pertains to a
         beneficial interest other than another derivative financial instrument.
         SFAS No. 155 is effective for all financial instruments acquired or
         issued after the beginning of the first fiscal year that begins after
         September 15, 2006. The Company is currently evaluating the effect the
         adoption of SFAS No. 155 will have on its financial position, results
         of operations, and cash flows.




                                       21
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

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

         In June 2006, the FASB issued Interpretation No. 48, "Accounting for
         Uncertainty in Income Taxes" (FIN 48), which clarifies the accounting
         for uncertainty in income taxes recognized in an enterprise's financial
         statements in accordance with SFAS No. 109, "Accounting for Income
         Taxes." FIN 48 establishes a recognition threshold and measurement
         attribute for the financial statement recognition and measurement of a
         tax position taken or expected to be taken in a tax return. This
         interpretation also provides guidance on derecognition, classification,
         interest and penalties, accounting in interim periods, disclosure, and
         transition. FIN 48 is effective for fiscal years beginning after
         December 15, 2006. The Company is currently evaluating the impact the
         adoption of this interpretation will have on its future financial
         statements.



                                       22
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

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

         In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting
         for Defined Benefit Pension and Other Postretirement Plans -- An
         Amendment of FASB Statements No. 87, 88, 106, and 132R." This standard
         requires an employer to: (a) recognize in its statement of financial
         position an asset for a plan's overfunded status or a liability for a
         plan's underfunded status; (b) measure a plan's assets and its
         obligations that determine its funded status as of the end of the
         employer's fiscal year (with limited exceptions); and (c) recognize
         changes in the funded status of a defined benefit postretirement plan
         in the year in which the changes occur. Those changes will be reported
         in comprehensive income. The requirement to recognize the funded status
         of a benefit plan and the disclosure requirements are effective as of
         the end of the fiscal year ending after December 15, 2006. The
         requirement to measure plan assets and benefit obligations as of the
         date of the employer's fiscal year-end statement of financial position
         is effective for fiscal years ending after December 15, 2008. The
         adoption of FAS 158 is not anticipated to have a material impact on the
         Company's financial position or results of operations.




                                       23
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 2 - DISCONTINUED OPERATIONS

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

         The summarized results of operations for the year ended December 31,
         2005 are as follows:
                                                        Through
                                                      Aug 5, 2005
                                                      -----------
         Revenues                                     $   129,303
         Cost of revenues                                  31,979
                                                      -----------
         Gross profit                                      97,324
         Operating expenses                               699,035
                                                      -----------
         Operating loss                                  (601,711)
         Other expense                                    161,059
         Provision for income taxes                            --
                                                      -----------
         Net loss                                     $  (762,770)
                                                      ===========

         The summarized components of assets and liabilities associated with the
         discontinued operations for the year ended December 31, 2005 are as
         follows:
                                                        Through
                                                      Aug 5, 2005
                                                      -----------
         Cash                                         $ 1,249,453
         Accounts receivable                               15,784
         Inventory, net                                     1,082
         Property and equipment, net                        1,928
         Intangible assets, net                            13,720
                                                      -----------
         Total assets                                 $ 1,281,967
                                                      ===========



         Accounts payable and accrued expenses        $   173,935
         Convertible debentures                         2,200,000
         Deferred maintenance contracts                    17,597
         Due to related parties                           853,333
         Stockholder's (deficit)                       (1,962,898)
                                                      -----------
         Total liabilities and stockholders' equity   $ 1,281,967
                                                      ===========


                                       24
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

         Property and equipment is summarized as follows:

                                                             December 31,
                                                      --------------------------
                                                          2006          2005
                                                      ------------  ------------
         Equipment                                    $    207,134  $     84,743
         Leasehold improvements                             11,454        11,454
         Furniture and fixtures                            123,519       123,519
                                                      ------------  ------------
                                                           342,107       219,716
         Less:  Accumulated depreciation                   219,208       192,103
                                                      ------------  ------------
         Property and equipment, net                  $    122,899  $     27,613
                                                      ============  ============

         Depreciation expense for the years ended December 31, 2006 and 2005 was
         $27,105 and $16,399, respectively.


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

         On June 24, 2004, iVoice had invested $750,000 in Corporate Strategies
         in the form of 7.5 million shares of Class A Common Stock and a
         $500,000 5% secured convertible debenture (which was subsequently
         assigned to Cornell Capital Partners LP in May 2005, as repayment on a
         outstanding promissory note). Corporate Strategies, located in Houston,
         Texas, provides merchant banking and diversified financial services
         involving accounts receivable factoring, mortgage lending, oil and gas
         investments and assorted other financial transactions. On August 31,
         2005, following the reverse merger of Corporate Strategies into NuWave
         Technologies, Inc., the Company received 3,750,000 shares of NuWave
         Technologies Common Stock in exchange for the 7,500,000 shares of
         Corporate Strategies Class A Common Stock. The market value of NuWave
         on the date of transfer was $243,750 as compared to the carrying value
         of $250,000 for our Corporate Strategies stock, therefore the value was
         written down by $6,250. Subsequent to the merger with NuWave
         Technologies, the company changed their name to Emerge Capital Corp.
         During the year ended December 31, 2006, the Company sold 453,642
         shares of Emerge Capital common stock in the market for net proceeds of
         $10,444 and realized a loss of $19,042. At December 31, 2006, the book
         value of these securities is $214,264 and the market value is $69,224.
         The cumulative unrealized loss of $145,040 is included in the Other
         Comprehensive Income (Loss).

         On May 16, 2005, the Company terminated its administrative services
         agreement with Trey and the Company agreed to accept the assignment of
         10 million shares of Laser Energetics Class A Common Stock as
         settlement of all Administrative Fees owed by Trey. The value of the
         exchanged securities was determined to be $64,891. At December 31,
         2006, the book value of these securities remains at $64,891 and since
         the stock is thinly traded, an appropriate market value could not be
         determined. No impairment of the book value has been recorded in this
         period.

                                       25
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 4 - SECURITIES AVAILABLE FOR SALE (CONTINUED)
--------------------------------------

         On August 30, 2005, iVoice received a special dividend from Corporate
         Strategies in the form of 4,408 shares Series A Convertible Preferred
         Stock of Health Express USA, Inc with a market value of $300,846, based
         on the current trading price on the underlying common stock. On October
         13, 2005, iVoice received an additional 3 shares Series A Convertible
         Preferred Stock of Health Express USA, Inc with a market value of $351.
         Each of these shares is convertible in 19,500 shares of Health Express
         USA common stock one year from the issue date. Subsequent to the
         issuance of these shares, Health Express changed it name to CSI
         Business Finance and then to National Nutrition, Inc. Also during this
         period they implemented a reverse split of 1:25 on the outstanding
         stock of the company including the conversion factor of the Series A
         Convertible Preferred Stock. During 2006, the Company converted the
         4,411 shares of Series A Convertible Preferred Stock into 3,440,580
         shares of CSI Business Finance (n.k.a Natural Nutrition, Inc.). During
         the year ended December 31, 2006, the Company sold 62,876 shares of
         Natural Nutrition common stock in the market for net proceeds of $1,293
         and realized a loss of $4,208. At December 31, 2006, the book value of
         these securities is $295,695 and the market value is $64,176. The
         cumulative unrealized loss of $231,519 is included in the Other
         Comprehensive Income (Loss).

         Cash receipts from the sales of the securities is deposited in a short
         term money market funds at our broker. Periodically these funds are
         transferred to our operating cash account. At December 31, 2006, the
         unremitted balance in the money market fund at our broker was $4,304.

         As of December 31, 2006, the aggregate book value of these securities
         was $579,153, the market value was $202,594 and the cumulative
         unrealized loss was $376,559.

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

         To date we have filed fifteen patent applications with the United
         States Patent and Trademark Office for speech enabled applications that
         we have developed internally. Of the patent applications we have filed,
         three (3) patents have been awarded. In May 2003 and December 2003, the
         Company was issued two patents for its Speech-Enabled Automatic
         Telephone Dialer. On October 26, 2004 we were issued Patent 6,813,341
         for a patent for Speech Enabled Voice Activated/Voice Responsive Item
         Locator. In March 2006 we sold four of our voice activated product and
         item locator patents to Lamson Holdings LLC for the net proceeds of
         $136,000. 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.

         On January 6, 2006, the Company completed the merger with Thomas
         Pharmaceuticals Ltd. As a result of the merger, the Shareholders of
         Thomas NY exchanged all of their common stock shares of Thomas NY for
         500,000 Thomas NJ Series A Convertible Preferred Stock. In addition,
         Thomas NJ assumed the assets and liabilities of Thomas NY with an
         aggregate value of ($93,533), which was recorded as intangible assets.


                                       26
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

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

         All capitalized intangibles have been reviewed for impairment at
         December 31, 2006. In doing so, management has determined that no
         further write-down for impairment is required.

         At December 31, 2006, intangible assets totaled $255,902 net of
         accumulated amortization of $0. Following the spin-off of the three
         subsidiaries, the total intangible assets, consisting of costs
         associated with the Company's patent applications amounted to $227,470
         less accumulated amortization of $5,010 at December 31, 2005.


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

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

                                                           December 31,
                                                   --------------------------
                                                       2006           2005
                                                   -----------    -----------
         Federal Income Tax Rate                         (34.0)%        (34.0)%
         Deferred Tax Charge (Credit)                       --             --
         Effect on Valuation Allowance                    38.1 %         38.1 %
         State Income Tax, Net of Federal Benefit         (4.1)%         (4.1)%
                                                   -----------    -----------
         Effective Income Tax Rate                         0.0%           0.0%
                                                   ===========    ===========

         As of December 31, 2006 and 2005, the Company had net operating loss
         carry forwards of approximately $21,500,000 and $18,500,000,
         respectively that can be utilized to offset future taxable income for
         Federal income tax purposes through 2026. Utilization of these net loss
         carry forwards is subject to the limitations of Internal Revenue Code
         Section 382. Because of the current uncertainty of realizing the
         benefit of the tax carry forward, a valuation allowance equal to the
         tax benefit for deferred taxes has been established. The full
         realization of the tax benefit associated with the carry forward
         depends predominantly upon the Company's ability to generate taxable
         income during the carry forward period.

         For state income taxes, the Company's net operating loss carry forwards
         have been reduced by $8,464,741. During the years ended 2005, 2004 and
         2003, the Company participated in the Technology Tax Certificate
         Transfer Program sponsored by the New Jersey Economic Development
         Authority and the State of New Jersey. Under the program, eligible
         businesses may sell their unused net-operating-loss carry forwards and
         unused research and development tax-credit carry forwards to any
         corporate taxpayer in the State of New Jersey for at least 75% of the
         value of the tax benefits. After related commissions and expenses
         related to application submission the Company received cash proceeds of
         $17,069, $56,257 and $146,649 for the years ended December 31, 2005,
         2004 and 2003 respectively.

                                       27
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

         Deferred tax assets and liabilities reflect the net tax effect of
         temporary differences between the carrying amount of assets and
         liabilities for financial reporting purposes and amounts used for
         income tax purposes. Significant components of the Company's deferred
         tax assets and liabilities are summarized as follows:

                                                        December 31
                                              -------------------------------
                                                  2006                2005
                                              ------------       ------------
         Deferred tax assets                  $  7,150,000       $  6,120,000
         Less:  Valuation allowance             (7,150,000)        (6,120,000)
                                              ------------       ------------
         Net deferred tax assets              $         --       $         --
                                              ============       ============

         Net operating loss carry forwards expire starting in 2017 through 2026.


NOTE 7 - NOTES PAYABLE/CONVERTIBLE DEBENTURES
---------------------------------------------

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

         On May 11, 2006 the Company issued to Cornell a $503,776 secured
         convertible debenture due on May 11, 2008 bearing interest of 7.5%.
         This debenture replaced a promissory note with a principal balance of
         $333,760 and $170,016 of accrued interest due to Cornell from May 25,
         2004. On August 3, 2006, we repaid $136,000 of principal using the
         proceeds of the sales of patents to Lamson Holdings LLC. During the
         year ended December 31, 2006, we issued 6,416,011 shares of Class A
         common stock as repayment of principal of $230,886. As of December 31,
         2006 the remaining principal balance of the convertible debenture was
         $136,890 plus $13,531 of accrued interest.

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

                                       28
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 7 - NOTES PAYABLE/CONVERTIBLE DEBENTURES (CONTINUED)
---------------------------------------------

         date. As of December 31, 2005, the unpaid balance on the secured
         promissory note was $5,000,000 plus accrued interest of $327,123. The
         principle balance was classified as long-term due to the fact it is
         regarded as a balloon payment. The accrued interest associated with the
         note is classified as a current liability.

         On May 11, 2006 the Company issued to Cornell a $5,544,110 secured
         convertible debenture due on May 11, 2008 bearing interest of 7.5%.
         This debenture replaced a promissory note with a principal balance of
         $5,000,000 and $544,110 of accrued interest due to Cornell from June
         15, 2005. As of December 31, 2006, the unpaid principal balance on the
         secured convertible debenture is $5,544,110 plus accrued interest of
         $270,275.

         On May 25, 2006, the Company issued to Cornell a $1,250,000 secured
         convertible debenture due on May 25, 2008 bearing interest of 7.5% per
         annum pursuant to a Securities Purchase Agreement entered into between
         us and Cornell. As of December 31, 2006, the unpaid principal balance
         on the secured convertible debenture is $1,250,000 plus accrued
         interest of $57,292.

         The aggregate principal value of these three debentures at December 31,
         2006 is $6,931,000. This amount is shown net of the unamortized portion
         of the discount on conversion of $5,169,335. This discount is being
         amortized over the life of the debenture and is being amortized as debt
         discount on the statement of operations.

         On May 25, 2006, the Company paid $93,750 for commitment fees to
         Yorkville Advisors, LLP related to the Cornell debenture of the same
         date. The structuring fees were charged to financing costs and the
         commitment fees were deferred and amortized over the term of the
         debenture. In addition, the Company issued 30,000,000 warrants to
         Cornell Capital Partners, with a fair market value of $1,992,323, which
         is being amortized as debt discount over the life of the convertible
         debentures on the statements of operations.

         The Company can redeem a portion or all amounts outstanding under the
         Cornell Debentures at any time upon three business days advanced
         written notice. A 20% redemption premium on the principal amount being
         redeemed is required. Cornell may, at its discretion, convert the
         outstanding principal and accrued interest, in whole or in part, into a
         number of shares of our Class A Common Stock equal to the quotient
         obtained by dividing (x) the outstanding amount of the Cornell
         Debentures to be converted by (y) 90% of the lowest closing bid price
         of our shares of Class A Common Stock during the 30 trading days
         immediately preceding the conversion date.

         In addition, on any conversion date, Cornell may require us to make a
         cash payment in lieu of delivering shares of our Class A Common Stock
         if the conversion shares to be issued to Cornell, when aggregated with
         all other shares of our Class A Common Stock beneficially owned by

                                       29
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 7 - NOTES PAYABLE/CONVERTIBLE DEBENTURES (CONTINUED)
---------------------------------------------

         Cornell at such time, would result in Cornell beneficially owning
         greater than 4.9% of our outstanding shares of Class A Common Stock. We
         believe we have sufficient cash on-hand to satisfy such obligations if
         and when they shall arise.

         As part of the merger with Thomas Pharmaceuticals Ltd, the Company
         assumed a $20,000 promissory note due to Jana M. Wesley which bears
         interest at the rate of 5% per annum, compounded annually. The
         promissory note matures on January 19, 2009 with a lump sum payment due
         of any remaining principal and interest. As of December 31, 2006, the
         unpaid balance on the promissory note is $20,000 plus accrued interest
         of $1,995.

NOTE 8 - DERIVATIVE LIABILITY
-----------------------------

         In accordance with SFAS 133, "Accounting for Derivative Instruments and
         Hedging Activities" and EITF 00-19, "Accounting for Derivative
         Financial Instruments Indexed to, and Potentially Settled in, a
         Company's Own Stock", the conversion feature associated with the
         Cornell Secured Convertible Debentures represents embedded derivatives.
         As such, the Company had recognized embedded derivatives in the amount
         of $6,908,078 as a derivative liability in the accompanying
         consolidated balance sheet, and it is now measured at its estimated
         fair value of $5,380,418. The estimated fair value of the embedded
         derivative has been calculated based on a Black-Scholes pricing model
         using the following assumptions:

                                                At Issue         At 12/31/06
                                            ---------------      -----------
         Fair market value of stock         $0.096 - $0.125         $0.020
         Exercise price                     $0.086 - $0.113         $0.018
         Dividend yield                          0.00%               0.00%
         Risk free interest rate                 5.47%               5.47%
         Expected volatility               195.36% - 196.54%       163.42%
         Expected life                         2.00 years         1.42 Years

         Changes in the fair value of the embedded derivatives are calculated at
         each reporting period and recorded in gain on revaluation of
         derivatives in the consolidated statements of operations. As of
         December 31, 2006, there was a change in the fair value of the embedded
         derivatives, which resulted in a gain of $1,197,765.

         During the year ended December 31, 2006, the Company paid down a
         portion of one of the Cornell Debentures for cash and the issuance of
         common stock for an aggregate of $366,866. The effect on the reduction
         in the fair value of the embedded derivatives of $329,895 was recorded
         as Additional paid-in capital on the consolidated balance sheets.

                                       30
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 8 - DERIVATIVE LIABILITY (CONTINUED)
-----------------------------

         In accordance with SFAS 133, SFAS 150, "Accounting for Certain
         Financials Instruments With Characteristics of Both Liabilities and
         Equity" and EITF 00-19, the fair market value of the derivatives and
         warrants are bifurcated from the convertible debentures as a debt
         discount. The debt discount of $7,297,886 is being amortized over the
         life of the convertible debentures. Amortization expense on the
         derivative for the year ended December 31, 2006 was $1,547,456.

NOTE 9 - WARRANT LIABILITY
--------------------------

         On May 25, 2006, the Company issued 30,000,000 freestanding warrants
         exercisable over five years as follows: 10,000,000 warrants at a fixed
         exercise price of $0.30 per share; 10,000,000 warrants at a fixed
         exercise price of $0.40 per share; and 10,000,000 warrants at a fixed
         exercise price of $0.50 per share.

         In accordance with SFAS 133, SFAS 150 and EITF 00-19, the issuance of
         the warrants associated with the Cornell Secured Convertible Debentures
         represents free-standing warrants and is considered an equity
         instrument which is bifurcated from the debentures. As such, the
         Company had recognized the bifurcated fair value in the amount of
         $1,992,323 as additional paid-in capital in the accompanying
         consolidated balance sheet. The estimated fair value of the warrant has
         been calculated based on a Black-Scholes pricing model using the
         following assumptions:
                                                   At Issue
                                                 -------------
         Fair market value of stock                 $0.096
         Exercise price                          $0.30 - $0.50
         Dividend yield                              0.00%
         Risk free interest rate                     5.47%
         Expected volatility                       195.36%
         Expected life                            5.00 years

         The contra-account of the bifurcated fair value of the warrants is
         recorded as debt discount and is being amortized over the life of the
         Cornell debentures. Amortization expenses for the year ended December
         31, 2006 was $581,094.





                                       31
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 10 - 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., $.01 par value, for each
         dollar owed, or (ii) the number of Class A common stock shares of
         iVoice, Inc. calculated by dividing (x) the sum of the principal and
         interest that the Note holder has decided to prepay by (y) fifty
         percent (50%) of the lowest issue price of Series A common stock since
         the first advance of funds under this Note, whichever the Note holder
         chooses, or (iii) payment of the principal of this Note, before any
         repayment of interest. The Board of Directors of the Company maintains
         control over the issuance of shares and may decline the request for
         conversion of the repayment into shares of the Company.

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

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

         As of December 31, 2006 and 2005, the remaining outstanding balance
         owed to Mr. Mahoney amounted to $96,503 and $47,344, respectively.

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 leases a 300 square foot office space in New York City
         under a lease that was extended on March 7, 2006. The term of the lease
         extension is one year commencing April 1, 2006. Monthly lease payments
         under the extended lease are $2,075 per month. The Company is required
         to pay utilities, insurance and other costs relating to the leased
         space.
                                       32
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
---------------------------------------

         The Company leases storage space in New York City on a month-to-month
         basis at $290 per month.

         Rent expense under operating leases for the year ended December 31,
         2006 and 2005 was $118,131 and $90,000, respectively.

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

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

d)       The Company's assets are subject to a Security Agreement with the
         majority stockholder. See Note 7.


NOTE 12 - STOCKHOLDERS' EQUITY
------------------------------

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

         On April 10, 2006, pursuant to approval by a majority of voting shares
         at the Annual Meeting of Shareholders held on March 31, 2006, an
         Amendment to the Certificate of Incorporation dated April 7, 2006 was
         accepted by the State of New Jersey (the "Amendment") to effect a one
         for two hundred reverse stock split (the "Reverse Split"). The Reverse
         Split took effect on April 27, 2006 and the trading symbol of the
         Company's Class A common stock was changed to "IVOI". All shareholders'
         holdings were divided by two hundred and the number of outstanding
         Class A common stock shares was reduced from 9,994,728,373 to
         49,973,642, plus any additional shares issued as a result of the
         rounding up of fractional shares created by the Reverse Split. The
         Amendment provided for the issuance of no fractional shares, but
         instead, all fractional shares created by the Reverse Split were
         rounded up to one whole share. Additionally, the shareholders approved
         a re-authorization of the number of authorized Class A Common Stock
         shares to 10 billion shares.

                                       33
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 12 - STOCKHOLDERS' EQUITY (CONTINUED)
------------------------------

a)       Preferred Stock
         ---------------
         Preferred Stock consists of 1,000,000 shares of authorized preferred
         stock with $1.00 par value. As of December 31, 2006 and 2005, no shares
         were issued or outstanding.

b)       Class A Common Stock
         --------------------
         Following the reverse split on April 27, 2006, the Class A common stock
         consists of the following: 10,000,000,000 shares of authorized common
         stock with no par value, 49,976,994 shares were issued and 49,973,994
         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.

         As of December 31, 2006, there are 69,073,695 shares issued and
         69,070,695 shares outstanding.

         For the year ended December 31, 2006, the Company had the following
         transactions in its Class A Common Stock:

         1)   The Company issued 6,416,011 shares of Class A common stock to
              Cornell Capital Partners as repayment of principal on an
              outstanding convertible debenture, valued at $230,886.

         2)   The Company issued 6,930,690 shares of Class A common stock upon
              conversion of 65,167 shares of Class B common stock, pursuant to
              the provisions of Class B common stock.

         3)   The Company issued 1,000,000 shares of Class A common stock for
              investor relations services valued at $85,000.

         4)   The Company issued 4,750,000 shares of Class A common stock for
              repayment of deferred legal fees valued at $57,000.

                                       34
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 12 - STOCKHOLDERS' EQUITY (CONTINUED)

         For the year ended December 31, 2005, the Company had the following
         transactions in its Class A Common Stock (prior to the retroactive
         reverse stock split):

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

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

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

c)       Class B Common Stock
         --------------------
         Class B Common Stock consists of 50,000,000 shares of authorized common
         stock with $.01 par value. Each share of Class B common stock is
         convertible into Class A common stock calculated by dividing the number
         of Class B shares being converted by fifty percent (50%) of the lowest
         price that the Company had previously issued its Class A common stock
         since the Class B shares were issued. Each holder of Class B common
         stock has voting rights equal to the number of Class A shares that
         would be issued upon the conversion of the Class B shares, had all of
         the outstanding Class B shares been converted on the record date used
         for purposes of determining which shareholders would vote. Holders of
         Class B common stock are entitled to receive dividends in the same
         proportion as the Class B common stock conversion and voting rights
         have to Class A common stock. Jerome R. Mahoney is the sole owner of
         the Class B common stock. As of December 31, 2006, there are 2,204,875
         shares issued and 1,605,347 shares outstanding. As of December 31,
         2005, there are 2,204,875 shares issued and 1,670,514 shares
         outstanding.

         Pursuant to the conversion terms of the Class B Common stock, on
         December 31, 2006, the 1,605,347 outstanding shares of Class B common
         stock are convertible into 267,557,833 shares of Class A common stock.

         For the year ended December 31, 2006, the Company had the following
         transactions in its Class B Common Stock:

         1)   A total of 65,167 Class B shares were converted into 6,930,690
              Class A shares.

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

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

                                       35
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 13 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS
----------------------------------------------------

         2003 Stock Incentive Plan
         -------------------------
         On November 11, 2003, the Company adopted the 2003 Stock Incentive Plan
         (the "2003 Plan"). The purpose of the 2003 Plan is to (i) provide
         long-term incentives and rewards to employees, directors, independent
         contractors or agents of iVoice, Inc. and its subsidiaries; (ii) assist
         the Company in attracting and retaining employees, directors,
         independent contractors or agents with experience and/or ability on a
         basis competitive with industry practices; and (iii) associate the
         interests of such employees, directors, independent contractors or
         agents with those of the Company's stockholders.

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

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

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

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


                                       36
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 13 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------

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

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

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

         For the balance of the year ended December 31, 2005 and for the year
         ended December 31, 2006, no shares were granted under the 2005 Plan.


                                       37
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 13 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS (CONTINUED)
----------------------------------------------------

         Options and Warrants Outstanding
         --------------------------------
         During the years ending December 31, 2001 and December 31, 2006, the
         following options and warrants were issued pursuant to their respective
         agreements. Unexpired options and warrants outstanding are as follows
         as of December 31, 2005 and 2006:

         Expiration Date                      Exercise Price        Shares
         ----------------                     --------------      ----------
         January 9, 2006                          .1045              200,000
         February 27, 2006                        .1406               87,310
         February 28, 2006                        .1458               78,000
         March 13, 2006                           .1221               39,200
         April 30, 2006                           .1323              343,750
         November 14, 2006                        .0470              250,000
                                                                  ----------
         Balance at December 31, 2005             .1070              998,260
                                                                  ==========
         Net after reverse split 1:200            21.40                4,991

         May 25, 2011                              .300           10,000,000
         May 25, 2011                              .400           10,000,000
         May 25, 2011                              .500           10,000,000
                                                                  ----------
         Balance at December 31, 2006              .400           30,000,000
                                                                  ==========

         The following summarizes the warrant transactions:
                                                                   Weighted
                                                                   Average
                                                                   Exercise
                                              Warrants               Price
                                             ----------           ----------
         Balance, January 1, 2005             6,488,260           $    0.135
            Granted                                  --           $    0.000
            Exercised                                --           $    0.000
            Expired                          (5,490,000)          $    0.140
                                             ----------           ----------
         Balance, December 31, 2005             998,260           $    0.107
                                             ==========           ==========

         Effect of reverse split 1:200         (993,269)          $   21.400
            Granted                          30,000,000           $    0.400
            Exercised                                --           $    0.000
            Expired                              (4,991)          $   21.400
                                             ----------           ----------
         Balance, December 31, 2005          30,000,000           $    0.400
                                             ==========           ==========
         Outstanding and Exercisable,
         December 31, 2005                      998,260           $    0.107
                                             ==========           ==========
         Outstanding and Exercisable,
         December 31, 2006                   30,000,000           $    0.400
                                             ==========           ==========


                                       38
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

         The Company has incurred substantial accumulated deficits, has an
         obligation to deliver an indeterminable amount of common stock due on
         derivative liabilities and has completed the process of spinning out
         the three operating subsidiaries. These issues raise substantial doubt
         about the Company's ability to continue as a going concern. Therefore,
         recoverability of a major portion of the recorded asset amounts shown
         in the accompanying balance sheets is dependent upon continued
         operations of the Company, which in turn, is dependent upon the
         Company's ability to raise capital and/or generate positive cash flow
         from operations.

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

         Since the spin off of the three operating subsidiaries, the Company has
         transitioned itself in a company focused on the development and
         licensing of proprietary technologies. Following the sales of patents
         the Lamson Holdings LLC, the Company has 9 remaining patent
         applications, which are pending. These applications include various
         versions of the "Wirelessly Loaded Speaking Medicine Container", which
         is also filed internationally, the "Voice Activated Voice Operated
         Copier", the "Voice Activated Voice Operational Universal Remote
         Control", "Wireless Methodology for Talking Consumer Products" which is
         also filed internationally, "Product Identifier and Receive Spoken
         Instructions" and "Traffic Signal System with Countdown Signaling with
         Advertising and/or News Message".

         The Company also continues to search for potential merger candidates
         with or without compatible technology and products, which management
         feels may make financing more appealing to potential investors. As an
         example, in January 2006, the Company acquired the New York City based
         Thomas Pharmaceuticals Ltd ("Thomas"), which develops and markets over
         the counter non-prescription healthcare products. Thomas' 1st product
         focuses on the high-end, branded consumables market, with a
         calcium-enriched, sugar free, anti-gas antacid tablet.

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



                                       39
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


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

         o   On January 24, 2007, February 16, 2007 and March 15, 2007, the
             Company issued an aggregate of 7,648,608 shares of Class A common
             stock to Cornell Capital Partners as repayment of principal on an
             outstanding convertible debenture, valued at $95,000.

         o   On January 26, 2007, iVoice entered into an Extension Agreement
             (the "Extension Agreement") by and among Thomas Pharmaceuticals,
             Thomas Acquisition and iVoice. The Extension Agreement amended the
             Stock Purchase Agreement whereby the expiration date provided for
             in the Stock Purchase Agreement was extended to and through the
             date on which the Securities and Exchange Commission declares
             effective a registration statement for the distribution of Class A
             Common Stock of Thomas Pharmaceuticals to the shareholders of the
             iVoice. It was also agreed by the parties that Thomas Acquisition
             would provide $160,000 to Thomas Pharmaceuticals as bridge
             financing.

         o   On January 26, 2007, Thomas Acquisition issued to an investor a
             debenture in the principal amount of $103,200 convertible into
             Class A Common Stock of Thomas Pharmaceuticals and a debenture in
             the principal amount of $96,800 convertible into Series B
             Convertible Preferred Stock of Thomas Pharmaceuticals. The $103,200
             of the convertible debentures provide that, at the holder's option,
             principal and interest due on the debentures can be converted into
             the number of shares of Thomas Pharmaceuticals Class A Common Stock
             determined by dividing the amount of the debenture being converted
             by a 20% discount to the lowest closing bid price of the Thomas
             Pharmaceuticals Class A Common Stock for the five trading days
             before the conversion date. $96,800 of the convertible debentures
             provide that, at the holder's option, principal and interest due on
             the debentures can be converted into the Thomas Pharmaceuticals
             Series B Convertible Preferred Stock having a stated value of
             $1,000 per share. The $103,200 convertible debenture was secured
             with the assets of Thomas Pharmaceuticals, subordinate to the
             security interest previously granted to iVoice. The net proceeds of
             $160,000 from the convertible debentures were loaned to Thomas
             Pharmaceuticals in the form of a Promissory Note. The Promissory
             Note bears interest at the rate of ten percent per annum and has a
             term of seven years.

         o   On February 13, 2007, upon execution of the Asset Purchase
             Agreement with Deep Field Technologies, the Company acquired the
             assets and rights of the Unified Messaging Business from Deep Field
             for a purchase price of $1. The President and CEO of the Company
             was also the Non-executive Chairman of the Board of Deep Field
             Technologies prior to execution of the Asset Purchase Agreement and
             is considered a related party transaction.


                                       40
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 15 - SUBSEQUENT EVENTS (CONTINUED)
---------------------------------------

         o   On February 13, 2007, the Company received 4,000,000 shares for
             Deep Field Technologies Class A Common Stock as compensation
             pursuant to the Consulting Agreement with Deep Field Technologies,
             valued at $240,000. The Company shall provide "general corporate
             finance advisory and other similar consulting services" for a
             period of six (6) months from the date of the agreement. The
             President and CEO of the Company was also the Non-executive
             Chairman of the Board of Deep Field Technologies prior to execution
             of the Consulting Agreement. As such, this transaction could be
             considered to be with a related party.

         o   On March 19, 2007, the Company received notice from the President
             of Thomas Pharmaceuticals, Ltd., our wholly owned subsidiary, of
             his resignation from his employment at Thomas Pharmaceuticals,
             pursuant to the terms of his employment agreement. In the interim,
             the Chief Executive Officer of Thomas Pharmaceuticals has assumed
             the role of President until a satisfactory replacement can be
             found.

         o   On March 30, 2007, the Company announced that it intends to
             distribute to the Company's shareholders shares of common stock of
             its subsidiary Thomas Pharmaceuticals, Ltd. The proposed
             distribution is subject to final review by the U.S. Securities and
             Exchange Commission. The holders of iVoice common stock will
             receive shares of Thomas Pharmaceuticals, Ltd. common stock. The
             payment date will be as soon as practicable after the U.S.
             Securities and Exchange Commission declares the Thomas
             Pharmaceuticals Ltd. Form SB-2 registration statement effective.
             The Form SB-2 registration statement is expected to be filed in
             April 2007.





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