================================================================================


                                  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, 2007

[ ]      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]
================================================================================

                                        1
<PAGE>

Issuer's revenues for its most recent fiscal year. $1,276,761

As of March 20, 2008, the Registrant had 943,758,765 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 $481,563.

As of March 20, 2008, the Registrant had 1,524,584 shares of Class B, no par
value common stock outstanding.

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


















                                        2
<PAGE>

                                     PART I

Item 1.  Description of business                                              5
Item 2.  Description of property                                             26
Item 3.  Legal proceedings                                                   26
Item 4.  Submission of matters to a vote of security holders                 26

                                     PART II

Item 5.  Market for common equity and related stockholder matters.           27
Item 6.  Management's discussion and analysis or plan of operations.         32
Item 7.  Financial statements                                                42
Item 8A. Controls & Procedures                                               42

                                    PART III

Item 9.  Directors, executive officers, promoters and control persons,
         compliance with Section 16(a) of the Exchange Act                   44
Item 10. Executive compensation.                                             47
Item 11. Security ownership of certain beneficial owners and management      48
Item 12. Certain relationships and related transactions                      49
Item 13. Exhibits                                                            51
Item 14. Principal Accountant Fees and Services                              56



                                        3
<PAGE>

               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.

                                        4
<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

                                        5
<PAGE>

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 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. As part of the Spin-off, we

                                        6
<PAGE>

transferred certain of our assets and related liabilities to iVoice Technology,
Deep Field and SpeechSwitch immediately prior to the distribution.

           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, 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 ("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. In 2007, the Series A Preferred Stock shareholders
elected to have the Company spin-off Thomas NJ from iVoice.

           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.

           On October 9, 2007, the Company announced that the Board of Directors
set a record date of October 15, 2007 for the spin-off of Thomas
Pharmaceuticals. This date was subsequently amended to be November 14, 2007 to
satisfy requirements of the SEC. Shareholders of record on November 14, 2007
were entitled to receive the special dividend. On November 21, 2007, the holders
of iVoice Class A Common Stock, other than affiliates of iVoice, received one
share of Class A Common Stock of Thomas Pharmaceuticals, Ltd. for each share of
iVoice common stock that they held. In addition, on December 14, 2007, 500,000
shares of Series A Preferred Stock of Thomas Pharmaceuticals were exchanged for

                                        7
<PAGE>

5,091,237 shares of Class A Common Stock of Thomas Pharmaceuticals to complete
the terms of the spin-off agreement

           As part of the Spin-off, the Company transferred certain of its
assets and related liabilities to Thomas Pharmaceuticals immediately prior to
the distribution. The consolidated financial statements for the year ended
December 31, 2007 include reclassifications of the operations of the Thomas to
reflect the disposal of the businesses in accordance with the provisions of
Statements of Financial Accounting Standards (FAS) 144, "Accounting for the
Impairment or Disposal of Long Lived Assets".

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

OUR BUSINESS

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

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

           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 FORTY-EIGHT MONTHS, WE HAVE SUCCESSFULLY SPUN-OFF FIVE
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

                                        8
<PAGE>

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.

           Thomas Pharmaceuticals, Ltd.: On October 9, 2007, we announced that
the Board of Directors set a record date of October 15, 2007 for the spin-off of
Thomas Pharmaceuticals. This date was subsequently amended to be November 14,
2007 to satisfy requirements of the SEC. Shareholders of record on November 14,
2007 were entitled to receive the special dividend. On November 21, 2007, the
holders of iVoice Class A Common Stock, other than affiliates of iVoice,
received one share of Class A Common Stock of Thomas Pharmaceuticals, Ltd. for
each share of iVoice common stock that they held. In addition, on December 14,
2007, 500,000 shares of Series A Preferred Stock of Thomas Pharmaceuticals were
exchanged for 5,091,237 shares of Class A Common Stock of Thomas Pharmaceuticals
to complete the terms of the spin-off agreement.

           Trey Resources, Inc., iVoice Technology, Inc., Deep Fields
Technologies, Inc., SpeechSwitch, Inc. and Thomas Pharmaceuticals have all been
spun off from us, are no longer

                                        9
<PAGE>

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 five 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., SpeechSwitch, Inc. and Thomas Pharmaceuticals,
Ltd. 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 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

                                       10
<PAGE>

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, SpeechSwitch and Thomas Pharmaceuticals 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. The value of
the exchanged securities was determined to be $64,891. During the year ended
December 31, 2007, the Company sold the entire portfolio of 10,000,000 shares of
Laser Energetics common stock in the market for net proceeds of $62,864 and
realized a loss of $2,027.

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 October 9, 2007, we announced that the Board of Directors set a
record date of October 15, 2007 for the spin-off of Thomas Pharmaceuticals. This
date was subsequently amended to be November 14, 2007 to satisfy requirements of
the SEC. Shareholders of record on November 14, 2007 were entitled to receive
the special dividend. On November 21, 2007, the holders of iVoice Class A Common
Stock, other than affiliates of iVoice, received one share of Class A Common
Stock of Thomas Pharmaceuticals, Ltd. for each share of iVoice common stock that
they held. In addition, on December 14, 2007, 500,000 shares of Series A

                                       11
<PAGE>

Preferred Stock of Thomas Pharmaceuticals were exchanged for 5,091,237 shares of
Class A Common Stock of Thomas Pharmaceuticals to complete the terms of the
spin-off agreement.

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, four (4) 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.

           Our fourth patent for Methodology for Talking Consumer Products with
Voice Instructions via Wireless Technology (Patent 7,305,344) was issued on
December 6, 2007. This invention enables users of new products to activate the
speaking package of a new product, so there is no need to read instructions. For
example, it provides for hands free, eyes free, instructions while assembling
new products, such as bicycles, furniture, camera and other products.

           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 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

                                       12
<PAGE>

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 YA Global (f/k/a/ Cornell
Capital) 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 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

                                       13
<PAGE>

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.

           In May 2007, we announced that we had entered into a non-binding
Letter of Intent to acquire Spectrum BioScience, a compound management services
company, whose business model is to dramatically improve customer efficiency by
automating manual processes and integrating sample management solutions involved
in drug discovery. On September 25, 2007, we terminated the non-binding Letter
of Intent.

           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

                                       14
<PAGE>

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.

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",
"Methodology for Talking Consumer Products with Voice Instructions via Wireless
Technology" 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.

                                       15
<PAGE>

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

RESEARCH AND DEVELOPMENT

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

EMPLOYEES

           As of the date of this filing, we have 2 full-time employees and 1
part-time consultant for a total of 3 individuals. None of our employees are
represented by a labor organization and we are not a party to any collective
bargaining agreements. We consider our relationship with our employees generally
to be good.

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

ITEM 1A. 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:

                                       16
<PAGE>

AS OF DECEMBER 31, 2007, 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, 2007, 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 common stock due on derivative
liabilities and has completed the process of spinning out the five 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, 2005 and
2007, we have a limited operating history. As such, it may be difficult for you
to assess our ability to identify merger or acquisition candidates and our
growth and earnings potential. Therefore, we may face many of the difficulties
that companies in the early stages of their development in new and evolving
markets often face as they are described below. We may continue to face these
difficulties in the future, some of which may be beyond our control. If we are
unable to successfully address these problems, our future growth and earnings
will be negatively affected.

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

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

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;

                                       17
<PAGE>

     o    reduced demand for any given product;

     o    difficulty in keeping current with changing technologies;

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

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

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

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

     o    the market's transition between operating systems; and

     o    costs related to possible acquisitions of technology or businesses.


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

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

           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.

                                       18
<PAGE>

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

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

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

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

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

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

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

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

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

                                       19
<PAGE>

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

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

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

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

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

                                       20
<PAGE>

likely be time-consuming and expensive to defend, particularly if we are
unsuccessful, and could prevent us from selling our products or services. In
addition, we may also be forced to enter into costly and burdensome royalty and
licensing agreements.

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

           We will seek to expand our operations through the acquisition of
additional businesses. We may not be able to identify, successfully integrate or
profitably manage any such businesses or operations. The proposed expansion may
involve a number of special risks, including possible adverse effects on our
operating results, diversion of management attention, inability to retain key
personnel, risks associated with unanticipated events and the financial
statement effect of potential impairment of acquired intangible assets, any of
which could have a materially adverse effect on the our condition and results of
operations. In addition, if competition for acquisition candidates or assumed
operations were to increase, the cost of acquiring businesses or assuming
customers' operations could increase materially. Our inability to implement and
manage our expansion strategy successfully may have a material adverse effect on
our business and future prospects. Furthermore, through the acquisition of
additional businesses, we may effect a business acquisition with a target
business which may be financially unstable, under-managed, or in its early
stages of development or growth. While we may, under certain circumstances, seek
to effect business acquisitions with more than one target business, as a result
of our limited resources, we, in all likelihood, will have the ability to effect
only a single business acquisition at one time. Currently, we 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 $700,000. 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.

                                       21
<PAGE>

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

           As of December 31, 2007, Jerome R. Mahoney, our president, chief
executive officer, chief financial officer and director, beneficially owned
approximately 89% 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.

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

                                       22
<PAGE>

identified this as a material weakness in the Company's internal controls. The
Company intends to remedy this material weakness by hiring additional employees
and reallocating duties, including responsibilities for financial reporting,
among the Company's employees as soon as there are sufficient resources
available. However, until such time, this material weakness will continue to
exist. Despite the limited number of administrative employees and limited
segregation of duties, management believes that the Company's administrative
employees are capable of following its disclosure controls and procedures
effectively.

WE HAVE MADE A DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF 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 approximately $1,000,000 of
indebtedness into approximately 1,000,000 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 $390,273
of indebtedness into 390,723 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,

                                       23
<PAGE>

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 now serving as the Non-executive Chairman of the
Board of SpeechSwitch and will have the right to convert $414,303 of
indebtedness into 414,303 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 DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

           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 and we do not
expect to pay dividends in the foreseeable future.

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

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


                                       24
<PAGE>

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

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

     o    With a price of less than $5.00 per share

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

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

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

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

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, 2007, 30,000,000 shares have been reserved for conversion of
warrants pursuant to the Investor Registration Rights Agreement entered into
with YA Global Investments and there are 250,000 shares remaining available for
issuance under the 2005 Stock Incentive Plan. Otherwise, 9,549,078,682 shares of
Class A common stock, reserved for possible future issuance.

                                       25
<PAGE>

REPORTS TO SECURITY HOLDERS

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

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


ITEM 2. DESCRIPTION OF PROPERTY.

           We do not own any real property for use in 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.

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

           During the fiscal year ended December 31, 2007, no matters were
submitted to a vote of security holders.

                                       26
<PAGE>

                                     PART II


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

MARKET INFORMATION

           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.

                                                        High           Low
                                                        ----           ---
           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

           2007

           First Quarter                                $0.0190        $0.0095
           Second Quarter                               $0.0160        $0.0053
           Third Quarter                                $0.0069        $0.0012
           Fourth Quarter                               $0.0096        $0.0011


HOLDERS OF COMMON EQUITY.

           As of December 30, 2007, the number of record holders of our common
shares was approximately 759.

                                       27
<PAGE>

DIVIDEND INFORMATION.

           To date, we have never paid a cash dividend. 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. As
of the date of this filing, the Board of Directors has not proceeded with the
declaration of the dividend and we do not expect to pay dividends in the
foreseeable future.


DESCRIPTION OF SECURITIES

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


PREFERRED STOCK

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

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



                                       28
<PAGE>

     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.

           As of December 31, 2007, we had 420,674,318 shares of Class A common
stock issued and 420,671,318 shares 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

                                       29
<PAGE>

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 shares issued,
1,552,484 shares outstanding and 652,391 shares retired as of December 31, 2007.
As of December 31, 2007, these shares of Class B Common Stock are convertible
into 3,104,968,000 shares of Class A common stock.

OPTIONS AND WARRANTS

           On May 25, 2006, we issued warrants to YA Global Investments (f/k/a/
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

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

                                       30
<PAGE>

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, 2006 and 2007, 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 YA Global Investments, LP for advances on the Standby
Equity Distribution Agreement entered into with YA Global 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 YA Global Investments, 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 YA Global
InvestmentsLP 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 YA Global
Investments. 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 YA
Global. 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. During the year ended December 31, 2007, we issued
14,466,790 shares of Class A common stock to pay off the principal balance of
$136,890 and accrued interest of $10,610.

           On June 15, 2005, we issued a secured promissory note totaling
$5,000,000 payable to YA Global Investments, 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 YA Global. During the year ended
December 31, 2007, we issued 251,121,182 shares of Class A common stock as
repayment of principal of $345,900.

                                       31
<PAGE>

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

           On May 25, 2006, we entered into a Securities Purchase Agreement with
YA Global whereby we issued to YA Global an aggregate $8,547,886 of YA Global
Debentures convertible into shares of our Class A Common Stock. The aggregate
principal amount of $8,547,886 of YA Global 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 YA Global two
(2) business days prior to the date the Registration Statement is declared
effective by the SEC. On May 7, 2007, we suspended activities related to the
filing of the Registration Statement and have not received the proceeds from the
fourth secured convertible debenture.

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

           On October 31, 2007, the Company executed a waiver agreement with YA
Global that provides that if the Company reduces the debt to $141,523 that YA
Global will waive its rights to any future payments and will consider the
account paid in full. This waiver agreement was executed to compensate the
Company for losses incurred on the sales of the Corporate Strategies
investments.

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, 2006, to reflect the Spin-off of our wholly owned subsidiary,
Thomas Pharmaceuticals, Ltd. The statements

                                       32
<PAGE>

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).

           The Company has also reclassified the auction rate securities of
$10,822,353 from Cash equivalents to Marketable securities at December 31, 2006.
This reclassification has no effect on the Total assets of $13,198,464 at
December 31, 2006 or Total cash (used in) operating activities of continuing
operations of $9,110 for the year ended December 31, 2006.

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

DIVIDENDS / SPIN-OFFS:

IN THE LAST FORTY EIGHT MONTHS, WE HAVE SUCCESSFULLY SPUN-OFF FIVE 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.

                                       33
<PAGE>

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.

Thomas Pharmaceuticals, Ltd.: On October 9, 2007, we announced that the Board of
Directors set a record date of October 15, 2007 for the spin-off of Thomas
Pharmaceuticals. This date was subsequently amended to be November 14, 2007 to
satisfy requirements of the SEC. Shareholders of record on November 14, 2007
were entitled to receive the special dividend. On November 21, 2007, the holders
of iVoice Class A Common Stock, other than affiliates of iVoice, received one
share of Class A Common Stock of Thomas Pharmaceuticals, Ltd. for each share of
iVoice common stock that they held. In addition, on December 14, 2007, 500,000
shares of Series A Preferred Stock of Thomas Pharmaceuticals were exchanged for
5,091,237 shares of Class A Common Stock of Thomas Pharmaceuticals to complete
the terms of the spin-off agreement.

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, four (4) 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.

                                       34
<PAGE>

           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.

           Our fourth patent for Methodology for Talking Consumer Products with
Voice Instructions via Wireless Technology (Patent 7,305,344) was issued on
December 6, 2007. This invention enables users of new products to activate the
speaking package of a new product, so there is no need to read instructions. For
example, it provides for hands free, eyes free, instructions while assembling
new products, such as bicycles, furniture, camera and other products.

           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 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.

                                       35
<PAGE>

           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 YA Global 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.

                                       36
<PAGE>

Merger with and spin-off of 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 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. In 2007, the Series A Preferred Stock shareholders
elected to have the Company spin-off Thomas NJ from iVoice.

           On October 9, 2007, the Company announced that the Board of Directors
set a record date of October 15, 2007 for the spin-off of Thomas
Pharmaceuticals. This date was subsequently amended to be November 14, 2007 to
satisfy requirements of the SEC. Shareholders of record on November 14, 2007
were entitled to receive the special dividend. On November 21, 2007, the holders
of iVoice Class A Common Stock, other than affiliates of iVoice, received one
share of Class A Common Stock of Thomas Pharmaceuticals, Ltd. for each share of
iVoice common stock that they held. In addition, on December 14, 2007, 500,000
shares of Series A Preferred Stock of Thomas Pharmaceuticals were exchanged for
5,091,237 shares of Class A Common Stock of Thomas Pharmaceuticals to complete
the terms of the spin-off agreement

           As part of the Spin-off, the Company transferred certain of its
assets and related liabilities to Thomas Pharmaceuticals immediately prior to
the distribution. The consolidated financial statements for the year ended
December 31, 2007 include reclassifications of the operations of the Thomas to
reflect the disposal of the businesses in accordance with the provisions of
Statements of Financial Accounting Standards (FAS) 144, "Accounting for the
Impairment or Disposal of Long Lived Assets".

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

                                       37
<PAGE>

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, 2007 COMPARED TO YEAR ENDED DECEMBER 31, 2006

           In November 2007, we spun-off our wholly owned subsidiary, Thomas
Pharmaceutcials, Ltd. As a result of the spin-off, we reclassified the accounts
of Thomas 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".

           Total sales for the years ended December 31, 2007 and 2006 were
$1,276,761 and $136,000, respectively. The sales in 2007 were primarily for
consulting services provided to the management of Deep Field Technologies
following their merger with Beijing Sino-US Jinche Yingang Auto Technological
Services, Ltd. of China. The sales for the year ended December 31, 2006
represent the sale of several of our patents to Lamson Holdings LLC.

           Cost of sales for the years ended December 31, 2007 and 2006 were $0
and $53,924, respectively. The costs in 2006 represent the deferred costs
associated with the patents that were sold to Lamson Holding.

           Total operating expenses for the years ended December 31, 2007 and
2006, were $957,962 and $1,341,581, respectively. The decrease of $383,619 is
primarily attributed to the cost reductions year over year in professional
services for the production of materials for the annual shareholders meeting in
2006 and reduced legal and accounting fees related to Thomas acquisition and
work on the failed registration statement in 2006. Other decreases include cost
reductions for public relations programs canceled after 2006. All other ongoing
expenses of the parent, which primarily represents salaries and benefits for the
President and direct staff, accounting and reporting services, and rent,
utilities and office supplies for the headquarters office, were essentially flat
year-to-year. The 2007 amounts also include $173,750 of amortization of
financing costs, which are being written off over the balance of the term of the
YA Global debentures.

           Total other income (expense) for the year ended December 31, 2007 was
an expense of $2,702,067. This total was primarily comprised of $3,725,279
amortization of the discount on debt, interest expense of $481,156 on the YA
Global debentures and related party loans and $314,273 loss on sales of
marketable securities. These amounts were offset by $1,131,305 gain on
revaluation of the derivatives and $631,760 of interest income on the cash
accounts. Total other income (expense) for the year ended December 31, 2006 was
an expense of $687,941. This total was primarily comprised of $2,128,550
amortization of the discount on debt and

                                       38
<PAGE>

interest expense of $575,851 on the YA Global debentures and related party
loans. These amounts were offset by $1,197,785 gain on revaluation of the
derivatives, $584,068 of interest income on the cash accounts, and $174,873 of
administrative service fees charged to the spun-off companies.

           Net loss from continuing operations for the years ending December 31,
2007 and 2006, was $2,383,268 and $1,947,446, respectively, as the result of the
factors discussed above.

           Net loss from discontinued operations for the years ended December
31, 2007 and 2006 was $765,833 and $1,199,460, respectively. The subsidiary had
been experiencing reduced product sales and had curtailed spending to better
manager their available resources.

           The total net loss for the year ended December 31, 2007 was
$3,149,101 as compared to the net loss of $3,146,906 for the year ended December
31, 2006. The increase in net loss of $2,195 was the result of the factors
discussed above.

LIQUIDITY AND CAPITAL RESOURCES

           We are currently seeking additional operating income opportunities
through potential acquisitions or investments. Such acquisitions or investments
may consume cash reserves or require additional cash or equity. Our working
capital and additional funding requirements will depend upon numerous factors,
including: (i) strategic acquisitions or investments; (ii) an increase to
current 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, 2007 and 2006, and allowing for
the reclassification of subsidiary accounts in both periods, we had incurred net
losses from continuing operations of $2,383,268 and $1,947,446, respectively,
and had cash flow deficiencies from continuing operations of $174,729 and
$9,110, 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
$700,000 for the next 12 months. These expenses are anticipated to consist of
the following: payroll and benefits of $400,000, occupancy costs of $135,000,
professional fees of $60,000, business insurance of $70,000 and miscellaneous
administrative expenses of $35,000. We expect to fund these 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, 2007, we had a net increase in
cash and cash equivalents of $48,684. During the year ended December 31, 2006,
we had a net decrease in cash and cash equivalents of $68,823. The Company's
principal sources and uses of funds in the years ended December 31, 2007 and
2006 were as follows:

                                       39
<PAGE>

           CASH FLOWS FROM OPERATING ACTIVITIES. We used $174,729 in cash for
continuing operations in the year ended December 31, 2007, an increase in uses
of $165,619 compared to $9,110 in cash used for continuing operations in the
year ending December 31, 2006. The decrease in cash used in operations in 2007
was primarily the result of higher net cash loss (net loss after adding back
non-cash items but before considering changes in certain assets and liabilities)
of $547,265, an increase in prepaid expenses of $99,356 and a decrease in
deferred revenues of $50,000. These were offset by increases in accounts payable
and accrued liabilities of $442,102 and increases in related party accounts of
$79,790. The decrease in cash used in operations in 2006 was primarily the
result of net cash loss of $796,455. These were offset by increases in accounts
payable and accrued liabilities of $658,629, increases in deferred revenues of
$50,000, increase in related party accounts of $49,159 and a decrease in prepaid
expenses of $29,557.

           The net effect on cash flows from operating activities by the
discontinued operations for the years ending December 31, 2007 and 2006 was a
decrease of $273,248 and an increase of $48,503, respectively.

           CASH FLOWS FROM INVESTING ACTIVITIES. We provided cash of $223,413
from investing activities in the year ended December 31, 2007. The increase in
cash was primarily due to the net proceeds from the sales of securities
available for sale of $264,872, offset by cash used to upgrade the home office
copiers, continued investment in Thomas Pharmaceuticals and by the increases in
patent and trademark costs. We had a net use of funds of $1,079,963 in the year
ended December 31, 2006. We invested $1,235,100 in Thomas Pharmaceuticals during
the first year of operations following the acquisition. All other investing
activities in 2006 yielded a net of $155,137 of cash on the sales of patents and
securites and the net redemptions of $79,521 on the marketable securities,
offset by cash used to upgraded office computers and costs of new patent work
during the year. We continue to invest money in our trademarks and patent
portfolios.

           The net effect on cash flows from investing activities from the
discontinued operations for the years ending December 31, 2007 and 2006 were an
increase of cash of $119,248 in 2007 and a decrease in cash of $48,503 in 2006 .

           CASH FLOWS FROM FINANCING ACTIVITIES. For the year ended December 31,
2007, we were unable to raise any addition capital from the YA Global Securities
Purchase Agreement because of the failed registration statement in May 2007. For
the year ended December 31, 2006, we provided $1,020,250 cash from financing
activities. This represented the net proceeds from the sale of a $1,250,000
Secured Convertible Debenture to YA Global Investments and the $136,000
repayment of principal from the sale of patents to Lamson Holdings LLC.

           The net effect on cash flows from financing activities from the
discontinued operations was a increase in cash of $154,000 for the year ending
December 31, 2007. This represented the proceeds from the sale of a $160,000
Promissory note to Thomas Pharmaceuticals Acquisition, Inc. pursuant to the
terms of the Extension Agreement with Thomas Pharmaceuticals and Thomas
Pharmaceuticals Acquisition.

                                       40
<PAGE>

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

           On May 11, 2006 we issued to YA Global 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 YA Global from May 25, 2004.

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

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

           On May 25, 2006, we entered into a Securities Purchase Agreement with
YA Global whereby we issued to YA Global an aggregate $8,547,886 of YA Global
Debentures which are convertible into shares of our Class A Common Stock. The
aggregate principal amount of $8,547,886 of YA Global 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 YA Global two (2) business days prior to the date the upcoming Registration
Statement is declared effective by the SEC. On May 7, 2007, we suspended
activities related to the filing of the Registration Statement and have not
received the proceeds from the fourth secured convertible debenture.

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

           In addition, on any conversion date, YA Global 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 YA Global, when aggregated with all other
shares of our Class A Common Stock beneficially owned by YA Global at such time,
would result in YA Global beneficially owning greater than 4.9% of our
outstanding shares of Class A Common Stock. For example, assuming YA Global did
not beneficially own any shares of our Class A Common Stock at the time of
conversion, if YA Global were to request a conversion of $30,000 at a conversion
price of $.00135, then we would have to issue 22,222,222 shares ($30,000 /
($.0015 multiplied by 90%) to YA Global. Since this number of shares exceeds
4.9% of our issued and outstanding shares of Class A Common Stock (21,674,968
shares), then YA Global could request that we

                                       41
<PAGE>

make a cash payment of $821 (547,254 multiplied by $.0015). 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 YA Global Debentures, in part, because the
conversion price of the YA Global Debentures will fluctuate based on prevailing
market prices. If we are unable to issue enough shares to meet our obligations,
then YA Global could request cash payments, which could have a material impact
on our long-term growth strategy.

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

OFF BALANCE SHEET ARRANGEMENTS

           During the year ended December 31, 2007, we did not engage in any
material off-balance sheet activities or have any relationships or arrangements
with unconsolidated entities established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited
purposes. Further, we have not guaranteed any obligations of unconsolidated
entities nor do we have any commitment or intent to provide additional funding
to any such entities.


ITEM 7. FINANCIAL STATEMENTS.

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


ITEM 8A(T). CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

a)         A deficiency in the Company's disclosure controls and procedures
           existed as of December 31, 2007. The deficiency was identified as the
           Company's limited segregation of duties amongst the Company's
           employees with respect to the Company's control activities. This
           deficiency is the result of the Company's limited number of
           employees. This deficiency may affect management's ability to
           determine if errors or inappropriate actions have taken place.
           Management is required to apply its judgment in evaluating the
           cost-benefit relationship of possible changes in our disclosure
           controls and procedures.

                                       42
<PAGE>
b)         A deficiency in the Company's disclosure controls and procedures
           existed as of December 31, 2007. The deficiency was identified in
           respect to the Company's Board of Directors. This deficiency is the
           result of the Company's limited number of external board members.
           This deficiency may give the impression to the investors that the
           board is not independent from management. Management and the Board of
           Directors are required to apply their judgment in evaluating the
           cost-benefit relationship of possible changes in the organization of
           the Board of Directors.


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

           Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). Under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting as of December 31, 2007 based on the criteria set forth
in Internal Control -- Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation
under the criteria set forth in Internal Control Over Financial Reporting --
Guidance for Small Public Companies, our management concluded that our internal
control over financial reporting was effective as of December 31, 2007.

           This Annual Report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management's report in this
Annual Report. Our registered public accounting firm will be required to attest
to our management's assessment of internal control over financial reporting
beginning with our Annual Report for the year ended December 31, 2008.

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.

                                       43
<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         48          President, CEO,       5-21-99 to present
                                        Director

Frank V. Esser            68            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 had served as Non-Executive
Chairman of the Board of SpeechSwitch, Inc., Matawan, New Jersey, from November
10, 2004 until February 2008. He has served as Non-Executive Chairman of the
Board of Thomas Pharmaceuticals, Ltd. (f/k/a/ iVoice Acquisition Corp), Matawan,
New Jersey since May 19, 2005. He has also 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 January 27, 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,

                                       44
<PAGE>

solvents, and household products. Ascending to the position of Chief Financial
Officer in 1987. In 1998, Mr. Esser accepted the position of Senior Associate at
Beacon Consulting Associates, adding the title of Vice President in 1999. Mr.
Esser is also a Board member of iVoice Technology, Inc., Matawan, New Jersey,
since June 2005. Mr. Esser is also a Board member of Thomas Pharmaceuticals,
Ltd, Matawan, New Jersey, since January 2006. 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, 2007, the Board held no meeting and
acted forty five times through written unanimous consent in lieu of a meeting.

AUDIT COMMITTEE

           During 2007, 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 2007 and once acted
through written unanimous consent in lieu of a meeting. The Board of Directors
approved an Audit Committee Charter on March 23, 2006. As of this date, the
Audit Committee operates pursuant to this Audit Committee Charter.

AUDIT COMMITTEE REPORT

The following is the Audit Committee's report submitted to the Board of
Directors for the fiscal year ended December 31, 2007. The Audit Committee has:

     o    reviewed and discussed the Company's audited financial statements with
          management and Bagell, Josephs, Levine & Company, L.L.C., the
          Company's independent registered public accounting firm;

     o    discussed with Bagell, Josephs, Levine & Company, L.L.C. the matters
          required to be discussed by Statement on Auditing Standards No. 61, as
          may be modified or supplemented; and

     o    received from Bagell, Josephs, Levine & Company, L.L.C. the written
          disclosures and the letter regarding their independence as required by
          Independence Standards Board

                                       45
<PAGE>

          Standard No. 1, as may be modified or supplemented, and discussed the
          auditors' independence with them.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007, for filing with the Securities and Exchange Commission.

                                               AUDIT COMMITTEE
                                               Frank V. Esser, CHAIRMAN
                                               Jerome Mahoney, MEMBER

THE AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY
GENERAL STATEMENT INCORPORATING BY REFERENCE THIS ANNUAL REPORT ON FORM 10-KSB
INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER
THESE ACTS.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

           No person who was a director, officer, beneficial owner of more than
ten percent of any class of equity securities of the registrant registered
pursuant to section 12 ("Reporting Person") failed to file on a timely basis the
necessary reports, on Forms 3, 4, or 5, as required by section 16(a) of the
Exchange Act during the most recent fiscal year or prior fiscal years, except
for Jerome Mahoney who untimely filed Form 4 for trades that occurred for the
period of October 26, 2007 through November 27, 2007.

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.

                                       46
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

           The following table sets forth compensation information for services
rendered by certain of our executive officers in all capacities during the last
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     2007    $360,480        $866 (1)       $361,346
    and President              2006    $327,800        $866 (1)       $328,666


(1)  Represents $866 in life insurance premiums paid on behalf of Mr. Mahoney
     for the year ending December 31, 2007 and 2006.

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)          $12,000                 $0               $12,000

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

                                       47
<PAGE>

EMPLOYMENT CONTRACTS

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

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

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

           The following tables set forth certain information regarding the
beneficial ownership of our voting securities as of March 21, 2008 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 21, 2007 a
total of 943,758,765 shares of Class A common stock outstanding and a total of
1,524,584 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 21, 2008,
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.

                                       48
<PAGE>

                            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       5,737,946,667(1)        86.8%
c/o iVoice, Inc.                    Class B Common Stock           1,524,584(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

YA Global Investments LP            Class A Common Stock      13,934,672,548(2)        95.2%
101 Hudson Street, Suite 3700
Jersey City, New Jersey  07302

Director and executive officer      Class A Common Stock          5,737,779,328        86.8%
as a group                          Class B Common Stock              1,524,584       100.0%
</TABLE>

(1)   Includes (i) 68,118,436 shares of our Class A common stock held by Mr.
      Mahoney and his minor aged children, (ii) 5,081,946,667 shares of our
      Class A common stock issuable upon conversion of 1,524,584 shares of our
      Class B common stock held by Mr. Mahoney, and (iii) 587,643,333 shares of
      our Class A common stock issuable upon conversion of a promissory note
      dated March 20, 2001, as amended on August 13, 2002. Pursuant to such
      promissory note, Mr. Mahoney may, at any time, convert amounts owed to him
      for monies loaned thereunder and interest thereon into (i) one share of
      our Class B common stock for each dollar owed, (ii) the number of shares
      of our Class A common stock calculated by dividing (x) the sum of the
      amount being prepaid by (y) 50% of the lowest issue price of shares of our
      Class A common stock since the first advance of funds under such note, or
      (iii) payment of the principal of the note, before any repayment of
      interest. At March 21, 2008, the total balance owed to Mr. Mahoney was
      $176,293, convertible into 176,293 shares of our Class B common stock, or
      587,643,333 shares of our Class A common stock.

(2)   Includes (i) 239,761,437 shares of our Class A common stock held by YA
      Global, (ii) 13,664,911,111 shares of our Class A common stock issuable
      upon conversion of $6,149,210 principal balance on the YA Global
      Convertible Debentures, and (iii) 30,000,000 shares of our Class A common
      stock issuable upon conversion of YA Global Warrants. Pursuant to the
      terms of the YA Global Convertible Debentures, YA Global may, at any time,
      convert outstanding principal and accrued interest, in whole or in part,
      into a number of shares of our Class A Common Stock equal to the quotient
      obtained by dividing (x) the outstanding amount of the YA Global
      Debentures to be converted by (y) 90% of the lowest closing bid price of
      our shares of Class A Common Stock during the 30 trading days immediately
      preceding the conversion date.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

           At December 31, 2007, the total balance owed to Mr. Mahoney by the
Company was $176,293, which is convertible into 176,293 shares of our Class B
common stock, or 587,643,333 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.

                                       49
<PAGE>

           In connection with the "spin-offs" of the three subsidiaries in
August 2005, 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.



























                                       50
<PAGE>


ITEM 13. EXHIBITS

(A)        EXHIBITS

No.                  Description


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

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

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

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

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 YA Global
          Investments LP (f/k/a/ 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 YA Global
          Investments LP (f/k/a/ 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 YA Global
          Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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).

                                       51
<PAGE>

4.6       Warrant to Purchase 10,000,000 shares of common stock issued to YA
          Global Investments LP (f/k/a/ 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 YA Global Investments LP (f/k/a/ 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 YA Global Investments LP (f/k/a/ 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., YA Global
          Investments LP (f/k/a/ 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, YA Global
          Investments LP (f/k/a/ 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).

                                       52
<PAGE>

10.10     Security Agreement dated May 24, 2005 between iVoice, Inc and YA
          Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ Cornell Capital Partners, LP)
          (incorporated herein by reference to Exhibit 10.1 to the Current
          Statement on Form 8-K filed on June 27, 2005).

10.12     Consulting Services Agreement dated May 24, 2005 between iVoice, Inc
          and YA Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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 YA Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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).

                                       53
<PAGE>

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).

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).

                                       54
<PAGE>

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).

10.34     Consulting Services Agreement dated February 13, 2007 between iVoice,
          Inc and Deep Field Technologies, Inc. *

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

                                       55
<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, 2007 and December
31, 2006 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                                         2007          2006
           --------                                         ----          ----

           Audit Fees                                    $27,000        $28,000

           Audit - Related Fees                             (1)            (1)

           Tax fees                                         (1)            (1)

           All Other Fees (review of other filings)       $1,200        $18,836

           Total                                         $28,200        $46,836

           (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.



                                       56
<PAGE>

                                   SIGNATURES

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


           iVoice, Inc..

           By:          /s/ JEROME R MAHONEY                     March 31, 2008
                        --------------------------
                        Jerome R. Mahoney
                        President, Chief Executive Officer,
                        Chief Financial Officer and Director


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

           By:          /s/ Jerome R. Mahoney                    March 31, 2008
                        --------------------------
                        Jerome R. Mahoney
                        President, Chief Executive Officer,
                        Chief Financial Officer and Director


           By:          /s/ Frank V. Esser                       March 31, 2008
                        --------------------------
                        Frank V. Esser
                        Director




                                       57
<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 YA Global
          Investments LP (f/k/a/ 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 YA Global
          Investments LP (f/k/a/ 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 YA Global
          Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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).

                                       58
<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 YA Global Investments LP (f/k/a/ Cornell Capital
          Partners, LP). (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 YA Global Investments LP (f/k/a/ 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., YA Global
          Investments LP (f/k/a/ Cornell Capital Partners, L.P.) and Butler
          Gonzalez LLP . (incorporated herein by reference to Exhibit 10.31 of
          the Registration Statement on Form SB-2 filed on January 2, 2004).

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

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

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

10.09     Assignment Agreement dated May 24, 2005 between iVoice, Inc, YA Global
          Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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).

<PAGE>

10.12     Consulting Services Agreement dated May 24, 2005 between iVoice, Inc
          and YA Global Investments LP (f/k/a/ 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 onFebruary 27, 2006.

10.15     Amended and Restated Security Agreement, dated May 25, 2006 between YA
          Global Investments LP (f/k/a/ 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 YA Global Investments LP (f/k/a/ 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 YA
          Global Investments LP (f/k/a/ 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).

                                       60
<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).

                                       61
<PAGE>

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).

10.34     Consulting Services Agreement dated February 13, 2007 between iVoice,
          Inc and Deep Field Technologies, Inc. *

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


                                       62
<PAGE>





                          IVOICE, INC. AND SUBSIDIARIES


                        CONSOLIDATED FINANCIAL STATEMENTS


                           DECEMBER 31, 2007 AND 2006






<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 Changes in Stockholders' Equity                     5 - 8

       Statement of Accumulated Other Comprehensive Income (Loss)        9

       Statements of Cash Flows                                         10 - 12

       Notes to Consolidated Financial Statements                       13 - 36



<PAGE>
                    BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
                          Certified Public Accountants
                         406 Lippincott Drive - Suite J
                            Marlton, New Jersey 08053
                        (856) 346-2828 Fax (856) 396-0022



             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, 2007 and 2006, and the related consolidated
statements of operations, changes in 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 the standards of 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 also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of iVoice, Inc. and
Subsidiaries as of December 31, 2007 and 2006, and the results of their
operations and their 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, 2007 have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 16 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 subsidiary. 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 16.
The consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.




                                          Bagell, Josephs, Levine & Company, LLC

Marlton, New Jersey
March 25, 2008


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

                                     ASSETS
                                     ------

<TABLE><CAPTION>
                                                                                           2007           2006
                                                                                       ------------   ------------
                                                                                                     (reclassified)
<S>                                                                                    <C>            <C>
CURRENT ASSETS
  Cash and cash equivalents                                                            $     79,919   $     31,235
  Marketable securities                                                                  10,814,954     10,822,353
  Securities available for sale                                                             676,272        799,858
  Prepaid expenses and other current assets                                                 194,678        196,676
  Net current assets of discontinued operations                                                  --        141,080
                                                                                       ------------   ------------

      Total current assets                                                               11,765,823     11,991,202
                                                                                       ------------   ------------



PROPERTY AND EQUIPMENT, net of accumulated depreciation
  Property and equipment of continuing operations                                            11,285         14,735
  Property and equipment of discontinued operations                                              --        108,164
                                                                                       ------------   ------------

      Total property and equipment                                                           11,285        122,899
                                                                                       ------------   ------------



OTHER ASSETS
  Convertible debentures receivable                                                         852,447        747,559
  Deferred financing costs, net of accumulated amortization of $427,500 and $355,104             --         72,396
  Intangible assets, net of accumulated amortization of $871and $135                        170,975        152,561
  Deposits and other assets                                                                   6,666          6,666
  Net long-term assets of discontinued operations                                                --        105,181
                                                                                       ------------   ------------

      Total other assets                                                                  1,030,088      1,084,363
                                                                                       ------------   ------------

TOTAL ASSETS                                                                           $ 12,807,196   $ 13,198,464
                                                                                       ============   ============
</TABLE>

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

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

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

<TABLE><CAPTION>
                                                                                           2007           2006
                                                                                       ------------   ------------
                                                                                                     (reclassified)
<S>                                                                                    <C>            <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                                $  1,127,695   $    696,203
  Due to related parties                                                                    176,293         96,503
  Convertible debenture payables, net of discount of $1,444,056                           5,004,154             --
  Derivative liability on convertible debentures                                          4,249,113             --
  Deferred revenue                                                                               --         50,000
  Net current liabilities of discontinued operations                                             --      1,553,885
                                                                                       ------------   ------------

      Total current liabilities                                                          10,557,255      2,396,591
                                                                                       ------------   ------------


LONG TERM DEBT
  Convertible debenture payables, net of discount of $5,169,335                                  --      1,761,665
  Derivative liability on convertible debentures                                                 --      5,380,418
                                                                                       ------------   ------------
      Total long term debt                                                                       --      7,142,083
                                                                                       ------------   ------------

      Total liabilities                                                                  10,557,255      9,538,674
                                                                                       ------------   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock, $1 par value; Authorized shares - 1,000,000;
      Issued and outstanding shares - none                                                       --             --
  Common stock, Class A:
      2007 - no par value; Authorized 10,000,000,000,
         420,674,318 shares issued, 420,671,318 shares outstanding
      2006 - no par value; Authorized 10,000,000,000,
         69,073,695 shares issued, 69,070,695 shares outstanding                         25,325,012     24,831,084
  Common stock, Class B:
      2007 - $.01 par value; Authorized 50,000,000
         2,204,875 shares issued, 1,552,484 shares outstanding,
      2006 - $.01 par value; Authorized 50,000,000
         2,204,875 shares issued, 1,605,347 shares outstanding                               15,525         16,053
  Additional paid-in capital                                                                719,702        719,702
  Accumulated other comprehensive (loss)                                                 (1,096,000)      (376,559)
  Accumulated deficit                                                                   (22,685,498)   (21,501,690)
  Treasury stock, 3,000 Class A shares, at cost                                             (28,800)       (28,800)
                                                                                       ------------   ------------

      Total stockholders' equity                                                          2,249,941      3,659,790
                                                                                       ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 12,807,196   $ 13,198,464
                                                                                       ============   ============
</TABLE>

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

                                        3
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE><CAPTION>
                                                                                           2007           2006
                                                                                       ------------   ------------
                                                                                                     (reclassified)
<S>                                                                                    <C>            <C>
SALES, NET                                                                             $  1,276,761   $    136,000

COST OF SALES                                                                                    --         53,924
                                                                                       ------------   ------------

GROSS PROFIT                                                                              1,276,761         82,076
                                                                                       ------------   ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  General and administrative expenses                                                       775,318      1,119,902
  Amortization of financing costs                                                           173,750        207,083
  Depreciation and amortization                                                               8,894         14,596
                                                                                       ------------   ------------

      Total selling, general and administrative expenses                                    957,962      1,341,581
                                                                                       ------------   ------------

INCOME (LOSS) FROM CONTINUING OPERATIONS                                                    318,799     (1,259,505)
                                                                                       ------------   ------------


OTHER INCOME \ (EXPENSE)
  Other income                                                                              373,063        833,695
  Gain on revaluation of derivatives                                                      1,131,305      1,197,765
  Amortization of discount on debt                                                       (3,725,279)    (2,128,550)
  Write off of financing costs                                                                   --        (15,000)
  Interest expense                                                                         (481,156)      (575,851)
                                                                                       ------------   ------------
  Total other income\(expense)                                                           (2,702,067)      (687,941)
                                                                                       ------------   ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
PROVISION FOR INCOME TAXES                                                               (2,383,268)    (1,947,446)

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

LOSS FROM CONTINUING OPERATIONS                                                          (2,383,268)    (1,947,446)

LOSS FROM DISCONTINUED OPERATIONS
  Loss from discontinued operations                                                        (765,833)    (1,199,460)
                                                                                       ------------   ------------

NET LOSS APPLICABLE TO COMMON SHARES                                                   $ (3,149,101)  $ (3,146,906)
                                                                                       ============   ============

NET LOSS PER BASIC AND DILUTED COMMON SHARE
  Continuing Operations: basic and diluted                                             $       (.02)  $       (.04)
                                                                                       ============   ============
  Discontinued Operations: basic and diluted                                           $       (.01)  $       (.02)
                                                                                       ============   ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Continuing Operations: basic and diluted                                              141,801,089     55,371,797
                                                                                       ============   ============
  Discontinued Operations: basic and diluted                                            141,801,089     55,371,797
                                                                                       ============   ============
</TABLE>

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

                                        4
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


<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
from continuing operations                                    --             --             --             --

Net loss for the year ended December 31, 2006
from discontinued operations                                  --             --             --             --
                                                    ------------   ------------   ------------   ------------

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 these consolidated financial statements.

                                        5
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


<TABLE><CAPTION>
                                                                                                 Accumulated
                                                                                                    Other          Total
                                                                    Additional     Accumulated   Comprehensive  Stockholders'
                                                      Treasury        Paid-In        Deficit        Income         Equity
                                                       Stock          Capital    (Reclassified)    (Losses)    (Reclassified)
                                                    ------------   ------------   ------------   ------------   ------------
<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
from continuing operations                                    --             --     (1,947,446)            --     (1,947,446)

Net loss for the year ended December 31, 2006
from discontinued operations                                  --             --     (1,199,460)            --     (1,199,460)
                                                    ------------   ------------   ------------   ------------   ------------

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 these consolidated financial statements.

                                        6
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


<TABLE><CAPTION>
                                                        Common Stock Class A          Common Stock Class B
                                                    ---------------------------   ---------------------------
                                                       Shares         Amount         Shares         Amount
                                                    ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>
Balance at January 1, 2007                            69,070,695   $ 24,831,084      1,605,347   $     16,053

Issuance of stock on conversion of Class B shares     86,012,651            528        (52,863)          (528)

Issuance of stock as repayment of principal on
an outstanding convertible debentures                265,587,972        493,400             --             --

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

Gain on spin off of subsidiary to shareholders                --             --             --             --

Net loss for the year ended December 31, 2007
from continuing operations                                    --             --             --             --

Net loss for the year ended December 31, 2007
from discontinued operations                                  --             --             --             --
                                                    ------------   ------------   ------------   ------------
Balance at December 31, 2007                         420,671,318   $ 25,325,012      1,552,484   $     15,525
                                                    ============   ============   ============   ============
</TABLE>





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

                                        7
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


<TABLE><CAPTION>
                                                                                                  Accumulated
                                                                                                     Other         Total
                                                                    Additional     Accumulated   Comprehensive  Stockholders'
                                                      Treasury        Paid-In        Deficit         Income        Equity
                                                       Stock          Capital    (Reclassified)     (Losses)   (Reclassified)
                                                    ------------   ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>            <C>
Balance at January 1, 2006                          $    (28,800)  $    719,702   $(21,501,690)  $   (376,559)  $  3,659,790

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

Issuance of stock as repayment of principal
on an outstanding convertible debentures                      --             --             --             --        493,400

Unrealized loss on securities available for sale              --             --             --       (719,441)      (719,441)

Gain on spin off of subsidiary to shareholders                --             --      1,965,293             --      1,965,293

Net loss for the year ended December 31, 2007
from continuing operations                                    --             --     (2,383,268)            --     (2,383,268)

Net loss for the year ended December 31, 2007
from discontinued operations                                  --             --       (765,833)            --       (765,833)
                                                    ------------   ------------   ------------   ------------   ------------
Balance at December 31, 2007                        $    (28,800)  $    719,702   $(22,685,498)  $ (1,096,000)  $  2,249,941
                                                    ============   ============   ============   ============   ============
</TABLE>





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

                                        8
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006



<TABLE><CAPTION>
                                                                                Accumulated Other
                                                                                  Comprehensive
                                                                                  Income (Loss)
                                                                                  ------------
<S>                                                                               <C>
Balance at January 1, 2006                                                        $     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 year                                                         (389,656)
                                                                                  ------------
Balance at December 31, 2006                                                          (376,559)



Unrealized loss on securities available for sale:
      Unrealized losses arising during the period                    (1,033,714)
      Less: reclassification adjustment for losses
            included in net loss                                        314,273
                                                                   ------------
      Net change for the year                                                         (719,441)
                                                                                  ------------
Balance at December 31, 2007                                                      $ (1,096,000)
                                                                                  ============
</TABLE>




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

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


<TABLE><CAPTION>
                                                                        2007          2006
                                                                   ------------   ------------
                                                                                 (reclassified)
<S>                                                                <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss from continuing operations                             $ (2,383,268)  $ (1,947,446)
   Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
   Depreciation and amortization                                          8,894         14,596
   Amortization of prepaid financing costs                              173,750        207,083
   Amortization of discount on debt conversion                        3,725,279      2,128,550
   Loss on sales or exchange of marketable securities                   314,273         23,250
   Issuance of common stock services                                         --         85,000
   Gain on revaluation of derivatives                                (1,131,305)    (1,197,765)
   Non-cash consulting revenues                                      (1,120,000)            --
   Interest and dividends earned on investments                        (134,888)      (109,723)
   Changes in certain assets and liabilities:
      (Increase) decrease in prepaid and other current assets           (99,356)        29,557
      Increase in accounts payable and accrued expenses                 442,102        658,629
      Increase (decrease) in deferred revenue                           (50,000)        50,000
      Increase in related party accounts                                 79,790         49,159
                                                                   ------------   ------------
   Total cash (used in) operating activities of continuing
      operations                                                       (174,729)        (9,110)
                                                                   ------------   ------------

   Net loss from discontinued operations                               (765,833)    (1,199,460)
   Net effect on cash flow from spin-off of subsidiaries                492,585      1,247,963
                                                                   ------------   ------------
   Total cash provided by (used in) operating activities of
      discontinued operations                                          (273,248)        48,503
                                                                   ------------   ------------

      Total cash provided by (used in) operating activities            (447,977)        39,393
                                                                   ============   ============
</TABLE>


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

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


<TABLE><CAPTION>
                                                                       2007           2006
                                                                   ------------   ------------
                                                                                 (reclassified)
<S>                                                                <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                    (4,708)        (1,583)
   Net redemption of principal and interest on marketable
      securities                                                          7,399         79,521
   Net proceeds from sales of securities available for sale             264,872          7,435
   Investment in securities and loans in Thomas Pharmaceuticals         (25,000)    (1,235,100)
   Sale and/or write-off of intangible assets                                --         78,804
   Purchase of intangibles assets                                       (19,150)        (9,040)
                                                                   ------------   ------------
   Total cash provided by (used in) investing activities from
      continuing operations                                             233,413     (1,079,963)
                                                                   ------------   ------------

   Adjustments to reconcile total cash provided by investing
      activities from discontinued operations                           119,248        (48,503)
                                                                   ------------   ------------

      Total cash provided by (used in) investing activities             342,661     (1,128,466)
                                                                   ------------   ------------

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

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

   Adjustments to reconcile total cash (used in) financing
      activities from discontinued operations                           154,000             --
                                                                   ------------   ------------

   Total cash provided by financing activities                          154,000      1,020,250
                                                                   ------------   ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     48,634        (68,823)

CASH AND EQUIVALENTS - BEGINNING OF YEAR                                 31,325        100,058
                                                                   ------------   ------------

CASH AND EQUIVALENTS - END OF YEAR                                 $     79,919   $     31,235
                                                                   ============   ============
CASH PAID DURING THE YEAR FOR:
   Interest expense                                                $         --   $         --
                                                                   ============   ============
   Income taxes                                                    $         --   $         --
                                                                   ============   ============
</TABLE>

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

                                       11
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

During the year ended December 31, 2007:

a)   The Company issued 265,587,972 shares of Class A common stock to YA Global
     Capital Partners (f/k/a/ Cornell Capital Partners) as repayment of
     principal on an outstanding convertible debenture, valued at $493,400.

b)   The Company converted 52,863 shares of Class B Common into 86,012,651
     shares of Class A Common, pursuant to the provisions of Class B common
     stock.

c)   On November 21, 2007, the Company completed the distribution of shares of
     Thomas Pharmaceuticals to the iVoice shareholders and effectuated the
     spin-off of Thomas. Refer to Footnote 2 for a discussion of the effects on
     the Company's financial statements.

d)   The Company received 4,000,000 shares of Class A common stock of Deep Field
     Technologies as compensation for consulting services to be provided
     pursuant to the terms of the Consulting Agreement entered into on February
     13, 2007. The fair value of the agreement was determined to be $1,120,000
     and was amortized over six months ending August 13, 2007.


During the year ended December 31, 2006:


a)   The Company issued 6,416,011 shares of Class A common stock to YA Global
     Capital Partners (f/k/a/ 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 YA Global Capital Partners, with
     a fair market value of $1,992,323, as part of the refinancing of the YA
     Global debt.


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

                                       12
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


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

     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

                                       13
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     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.

     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. 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. In 2007, the Series A Preferred Stock shareholders elected
     to have the Company spin-off Thomas NJ from iVoice.

     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.

     On October 9, 2007, the Company announced that the Board of Directors set a
     record date of October 15, 2007 for the spin-off of Thomas Pharmaceuticals.
     This date was subsequently amended to be November 14, 2007 to satisfy
     requirements of the Securities and Exchange Commission ("SEC").
     Shareholders of record on November 14, 2007 were entitled to receive the

                                       14
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     special dividend. On November 21, 2007, the holders of iVoice Class A
     Common Stock, other than affiliates of iVoice, received one share of Class
     A Common Stock of Thomas Pharmaceuticals, Ltd. for each share of iVoice
     common stock that they held. In addition, on December 14, 2007, 500,000
     shares of Series A Preferred Stock of Thomas Pharmaceuticals were exchanged
     for 5,091,237 shares of Class A Common Stock of Thomas Pharmaceuticals to
     complete the terms of the spin-off agreement

     As part of the Spin-off, the Company transferred certain of its assets and
     related liabilities to Thomas Pharmaceuticals immediately prior to the
     distribution. The consolidated financial statements for the years ended
     December 31, 2007 and 2006 include reclassifications of the operations of
     the Thomas to reflect the disposal of the businesses in accordance with the
     provisions of Statements of Financial Accounting Standards (FAS) 144,
     "Accounting for the Impairment or Disposal of Long Lived Assets".

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

b)   Principles of Consolidation
     ---------------------------
     The accompanying consolidated financial statements include the accounts of
     the Company and its subsidiary, iVoice Innovations Inc. On November 21,
     2007, Thomas Pharmaceuticals Ltd was distributed to iVoice shareholders
     through a Spin-off transaction. The Statements of Operations and Cash Flows
     for the year ended December 31, 2006 has also been reclassified to reflect
     Thomas Pharmaceuticals Ltd as discontinued operations. All significant
     inter-company transactions and balances have been eliminated in
     consolidation.

c)   Line of Business
     ----------------
     We have determined that the best way to create shareholder value, separate
     and apart from our operating performance, is by spinning off and
     distributing shares of our wholly owned subsidiaries in the form of a
     special dividend to our shareholders. The only industry in which we
     currently have operations are patent licensing.  We will also continue to
     search for potential merger candidates with or without compatible
     technology and products, in a further attempt to increase shareholder
     value.

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.

                                       15
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


f)   Revenue and Cost Recognition
     ----------------------------
     The Company obtains its income primarily from the sales or licensing of its
     patents and patent applications. Revenues for the sales of our patents are
     recorded upon transfer of title. The patent revenues are reported net of
     any broker fees or commissions.

     Costs for patents include expensing the deferred costs of the licensing
     activities.

g)   Cash and Cash Equivalents
     -------------------------
     The Company considers all highly liquid investments purchased with original
     maturities of three months or less to be cash equivalents. The Company had
     cash and cash equivalents at December 31, 2007 and 2006 of $79,919 and
     $31,325, respectively.

h)   Marketable Securities
     ---------------------
     Marketable securities consist of auction rate securities with auction reset
     periods less than 12 months and are stated at fair value. The cost of
     securities sold is based on specific identification. The Company had
     marketable securities at December 31, 2007 and 2006 of $10,814,954 and
     $10,822,353, respectively.

i)   Securities Available-for-sale
     -----------------------------
     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). The
     Company had securities available for sale at December 31, 2007 and 2006 of
     $676,272 and $799,858, respectively.

j)   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, 2007 and 2006 of $29,148 and $0, respectively.

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

l)   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.

                                       16
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


m)   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.

n)   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.

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

p)   Fair Value of Financial Instruments
     -----------------------------------
     The Company estimates that the fair value of all financial instruments at
     December 31, 2007 and 2006, 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.

q)   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.

r)   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

                                       17
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     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            $ (2,383,268)  $ (1,947,446)
                                                    ============   ============
     Net loss from discontinued operations          $   (765,833)  $ (1,199,460)
                                                    ============   ============

     Weighted-average common shares outstanding      141,801,089     55,371,797
                                                    ============   ============

     Net loss per common share from continuing
       operations                                   $      (0.02)  $      (0.04)
                                                    ============   ============
     Net loss per common share from discontinued
       operations                                   $      (0.01)  $      (0.02)
                                                    ============   ============


     The Company has shares issuable upon conversion of the Class B Common Stock
     and YA Global Warrants. The Company had common stock equivalents of
     3,134,968,000 and 297,557,833 at December 31, 2007 and 2006, respectively.

s)   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, 2007 and
     2006, the Company has several items that represent comprehensive income,
     and thus, have included a statement of comprehensive income and (loss).

t)   Reclassification of accounts in the prior period financial statements
     ---------------------------------------------------------------------
     The Company has reclassified certain accounts in the balance sheets,
     statements of operations and statements of cash flows for the years ended
     December 31, 2007 and 2006 to reflect the Spin-off of Thomas
     Pharmaceuticals, Ltd. 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 years
     ended December 31, 2007 or 2006.

     The Company has also reclassified the auction rate securities of
     $10,822,353 from Cash equivalents to Marketable Securities at December 31,
     2006. This reclassification has no effect on the Total assets of
     $13,198,464 at December 31, 2006 or Total cash (used in) operating
     activities of continuing operations of $9,110 for the year ended December
     31, 2006.

                                       18
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


u)   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 years ended December 31, 2007 and
     2006 include the recognition of the derivative liability on the underlying
     securities issuable upon conversion of the YA Global Investments ("YA
     Global")(f/k/a/ Cornell Capital Partners) Convertible Debentures.

v)   Recent Accounting Pronouncements
     --------------------------------
     In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
     Financial Assets and Liabilities, including an amendment of FASB Statement
     No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose, at
     specified election dates, to measure many financial instruments and certain
     other items at fair value that are not currently required to be measured at
     fair value. Unrealized gains and losses shall be reported on items for
     which the fair value option has been elected in earnings at each subsequent
     reporting date. SFAS No. 159 is effective for fiscal years beginning after
     November 15, 2007. Early adoption is permitted as of the beginning of a
     fiscal year that begins on or before November 15, 2007, provided the entity
     also elects to apply the provisions of SFAS No. 157 "Fair Value
     Measurements". The Company does not expect the adoption of SFAS 159 will
     have a material impact on the Company's financial position or results of
     operations.

     In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3
     "Accounting for Nonrefundable Payments for Goods or Services to Be Used in
     Future Research and Development Activities" (EITF 07-3), requiring that
     nonrefundable advance payments for future research and development
     activities be deferred and capitalized. Such amounts should be expensed as
     the related goods are delivered or the related services are performed. The
     statement is effective for fiscal years beginning after December 15, 2007.
     The Company does not expect the adoption of EITF 07-3 will have a material
     impact on the Company's financial position or results of operations.

     In June 2007, the FASB ratified EITF Issue No. 06-11 "Accounting for Income
     Tax Benefits of Dividends on Share-Based Payment Awards" (EITF 06-11),
     which requires entities to record tax benefits on dividends or dividend
     equivalents that are charged to retained earnings for certain share-based
     awards to additional paid-in capital. In a share-based payment arrangement,
     employees may receive dividends or dividend equivalents on awards of
     non-vested equity shares, non-vested equity share units during the vesting
     period, and share options until the exercise date. Generally, the payment
     of such dividends can be treated as deductible compensation for tax
     purposes. The amount of tax benefits recognized in additional paid-in
     capital should be included in the pool of excess tax benefits available to
     absorb tax deficiencies on share-based payment awards. EITF 06-11 is
     effective for fiscal years beginning after December 15, 2007, and interim
     periods within those years.

                                       19
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     The Company does not expect the adoption of EITF 06-11 will have a material
     impact on the Company's financial position or results of operations.

     In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
     Consolidated Financial Statements -- an amendment of ARB No. 51" ("SFAS
     160"). SFAS 160 requires that ownership interests in subsidiaries held by
     parties other than the parent, and the amount of consolidated net income,
     be clearly identified, labeled, and presented in the consolidated financial
     statements within equity, but separate from the parent's equity. It also
     requires once a subsidiary is deconsolidated, any retained noncontrolling
     equity investment in the former subsidiary be initially measured at fair
     value. Sufficient disclosures are required to clearly identify and
     distinguish between the interests of the parent and the interests of the
     noncontrolling owners. SFAS 160 will be effective for the Trust beginning
     January 1, 2009. Management anticipates that the adoption of SFAS 160 will
     not have a material impact on the Company's financial statements.


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

     On November 21, 2007, iVoice completed the distribution of Thomas
     Pharmaceuticals through the issuance of one share of Thomas Pharmaceuticals
     Class A common stock for every share of iVoice Class A common stock held on
     the record date of November 14, 2007.

     The summarized results of operations for the years ended December 31, 2007
     and 2006 are as follows:

                                             Through       December 31,
                                           Nov 20, 2007        2006
                                           ------------    ------------
        Revenues                           $     22,857    $    179,938
        Cost of revenues                         91,055         168,590
                                           ------------    ------------
        Gross profit                            (68,198)         11,348
        Operating expenses                      618,791       1,050,053
                                           ------------    ------------
        Operating loss                         (686,989)     (1,038,705)
        Other expense                            78,844         160,755
        Provision for income taxes                   --              --
                                           ------------    ------------
        Net loss                           $   (765,833)   $ (1,199,460)
                                           ============    ============

     The summarized components of assets and liabilities associated with the
     discontinued operations for the period ending November 20, 2007 and the
     year ended December 31, 2006 are as follows:

                                             Through       December 31,
                                           Nov 20, 2007        2006
                                           ------------    ------------
        Cash                               $     10,225    $     11,747
        Accounts receivable                          --          55,675
        Inventory                                    --          64,757
        Prepaid and other current assets         19,618          58,901
        Property and equipment, net              98,681         108,164
        Intangible and other assets                  --         110,181
                                           ------------    ------------
        Total assets                       $    128,524    $    409,425
                                           ============    ============

                                       20
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


        Accounts payable and accrued
          expenses                         $    460,352    $    286,226
        Convertible debentures                  838,553         747,559
        Notes payable                           174,000          20,000
        Due to related parties                  111,620              --
        Stockholder's (deficit)              (1,456,001)       (644,360)
                                           ------------    ------------
        Total liabilities and
          stockholders' equity             $    128,524    $    409,425
                                           ============    ============


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

     Property and equipment is summarized as follows:

                                                   December 31,
                                           ----------------------------
                                               2007            2006
                                           ------------    ------------
        Equipment                          $     91,034    $     86,326
        Leasehold improvements                   11,454          11,454
        Furniture and fixtures                  123,519         123,519
                                           ------------    ------------
                                                226,007         221,299
        Less:  Accumulated depreciation         214,722         206,564
                                           ------------    ------------
        Property and equipment, net        $     11,285    $     14,735
                                           ============    ============

     Depreciation expense for the years ended December 31, 2007 and 2006 was
     $8,158 and $14,461, respectively.


NOTE 4 - MARKETABLE SECURITIES
------------------------------

     At various times since 2004, the Company had deposited proceeds from debt
     financing into short-term securities with our Investment broker. During
     2006 and 2007, these short-term securities were exchanged for auction rate
     preferred shares ("ARPS") which provided greater returns on our
     investments. ARPS have long-term maturity with the interest rate being
     reset through Dutch auctions that are typically held every 7, 28 or 35
     days. The securities trade at par and are callable at par on any interest
     payment date at the option of the issuer. Interest is paid at the end of
     each auction period. Our auction rate securities are all AAA rated. Until
     February 2008, the auction rate securities market was highly liquid.
     Starting the week of February 11, 2008, a substantial number of auctions
     "failed," meaning that there was not enough demand to sell the entire issue
     at auction. The immediate effect of a failed auction is that holders cannot
     sell the securities and the interest or dividend rate on the security
     generally resets to a "penalty" rate. In the case of a failed auction, the
     auction rate security is deemed not currently liquid and in the event we
     need to access these funds, we will not be able to do so without a loss of
     principal, unless a future auction on these investments is successful. We
     do not intend to hold these securities to maturity, but rather to use the
     interest rate reset feature to provide the opportunity to maximize returns
     while preserving liquidity. We believe we will be able to liquidate our
     investments without loss in the next 12 months. We have no reason to
     believe that any of the underlying issuers of our auction rate securities
     are presently at risk or that these securities are otherwise impaired or
     that the failure of the auction mechanism will have a material impact on
     our liquidity. The Company had marketable securities at December 31, 2007
     and 2006 of $10,814,954 and $10,822,353, respectively.

                                       21
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


NOTE 5 - 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 YA Global
     Investments LLP 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 and
     then to Turnaround Partners, Inc. 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. During
     the year ended December 31, 2007, the Company sold the balance of 3,296,358
     shares of Turnaround Partners common stock in the market for net proceeds
     of $118,460 and realized a loss of $95,804.

     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. During the year ended December 31, 2007, the
     Company sold the entire portfolio of 10,000,000 shares of Laser Energetics
     common stock in the market for net proceeds of $62,864 and realized a loss
     of $2,027.

     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. During the year ended December 31,
     2007, the Company sold the balance of 3,377,704 shares of Natural Nutrition
     common stock in the market for net proceeds of $79,252 and realized a loss
     of $216,443.

     On January 6, 2006, iVoice, Inc. entered into an Agreement and Plan of
     Merger with Thomas Pharmaceuticals, Ltd. ("Thomas NJ"), Thomas NY and
     Farris M. Thomas, Jr., John E. Lucas,

                                       22
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     Richard C. Brogle, Nina Schwalbe, John H. Kirkwood, and Maureen Gillespie
     (collectively the "Thomas Shareholders"). As part of the initial financing,
     the Company purchased an aggregate of $550,000 of Thomas NJ Series B
     Convertible Preferred Stock on January 6, 2006 and April 27, 2006. The
     initial value of each share is $1,000 and is subject to adjustment for
     stock dividends, combinations, splits, recapitalizations and the like. The
     holders of these shares are entitled to receive dividends at a rate of 10%
     per annum based on the initial value of the shares outstanding. Upon
     liquidation, the holders of these shares will receive upto 125% of the
     initial value of the shares plus accumulated and unpaid dividends, but
     following the distribution to any senior debt or senior equities. The
     holders of these shares may convert their shares into Class A Common Stock
     at the price per share equal to eighty percent (80%) of the lowest closing
     bid price of the Common Stock for the five (5) trading days immediately
     preceding the conversion date, but cannot be converted into more than 9.99%
     of the total Class A Common Stock at that time of conversion. The holders
     of these shares shall have one vote for each shares of Class A Common Stock
     into which each shares of Series B Preferred Shares could be converted
     assuming a conversion price of eighty percent (80%) of the lowest closing
     bid price of the Common Stock for the five (5) trading days immediately
     preceding the record date, but are limited to voting rights to no more than
     9.99% of the total voting rights of the aggregate of the Series B Preferred
     Stock, Class A Common Stock and Class B Common Stock shareholders. The
     accounts are valued at the initial stated value plus earned dividends. At
     December 31, 2007 and 2006, the total balance is $652,264 and $597,264,
     respectively.

     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 $1,120,000.
     The Company provided "general corporate finance advisory and other similar
     consulting services" for a period of six (6) months from the date of the
     agreement. At December 31, 2007, the book value of these securities is
     $1,120,000 and the market value is $24,000. The cumulative unrealized loss
     of $1,096,000 is included in the Other Comprehensive Income (Loss). 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.

     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, 2007, the unremitted balance
     in the money market fund at our broker was $8.

     As of December 31, 2007 and 2006, the aggregate book value of these
     securities was $1,772,272 and $1,176,417, respectively, the market value
     was $676,272 and $799,858, respectively, and the cumulative unrealized loss
     was $1,096,000 and $376,559, respectively.

                                       23
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


NOTE 6 - CONVERTIBLE DEBENTURES RECEIVABLE
------------------------------------------

     On January 6, 2006, iVoice, Inc. entered into an Agreement and Plan of
     Merger with Thomas NJ, Thomas NY and the "Thomas Shareholders". During 2006
     and 2007, the Company purchased an aggregate of $710,000 of Thomas NJ
     Secured Convertible Debentures. The holders of these debentures are
     entitled to receive interest of 10%, compounded quarterly. Thomas NJ can
     redeem a portion or all amounts outstanding under the Convertible
     Debentures at any time upon thirty (30) business days advanced written
     notice. The redemption price shall be equal to one hundred twenty-five
     percent (125%) multiplied by the portion of the principal sum being
     redeemed, plus any accrued and unpaid interest. The Company may, at its
     discretion, convert the outstanding principal and accrued interest, in
     whole or in part, into a number of shares of Thomas Pharmaceuticals Class A
     Common Stock at the price per share equal to eighty percent (80%) of the
     lowest closing bid price of the Common Stock for the five (5) trading days
     immediately preceding the conversion date, but they cannot be converted
     into more than 9.99% of the total Class A Common Stock at that time of
     conversion. The debentures are valued at the principal value plus
     accumulated interest. At December 31, 2007 and 2006, the total balance is
     $852,447 and $747,559, respectively.


NOTE 7 -INTANGIBLES
-------------------

     To date we have filed fifteen patent applications with the United States
     Patent and Trademark Office for speech enabled applications that we have
     developed internally. Of the patent applications we have filed, four (4)
     patents have been awarded. In May 2003 and December 2003, the Company was
     issued two patents for its Speech-Enabled Automatic Telephone Dialer. On
     October 26, 2004 we were issued Patent 6,813,341 for a patent for Speech
     Enabled Voice Activated/Voice Responsive Item Locator. In March 2006 we
     sold four of our voice activated product and item locator patents to Lamson
     Holdings LLC for the net proceeds of $136,000. On December 6, 2007 we were
     issued Patent 7,305,344 for a patent for Methodology for Talking Consumer
     Products with Voice Instructions via Wireless Technology. The patents
     expire 20 years from the date of the original patent filings. All
     accumulated costs incurred with respect to the Company's patent filings
     have been capitalized.

     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. Prior to the
     distribution on November 21, 2007, the Company was notified that the two
     largest retailers have decided to no longer carry the Acid+All(R) product
     since Thomas Pharmaceuticals did not have the financial resources for
     necessary sales and marketing activities at that time. The Company was also
     notified that the Thomas Pharmaceuticals' contract packager had ceased
     packaging the Acid+All(R) product and that Thomas Pharmaceuticals had no
     packaged products in inventory. Based upon managements' evaluation of this
     business, it was determined that the current book value of the intangible
     assets for the customer list and trademarks of Thomas Pharmaceuticals
     should be fully impaired for the amount of $109,137.

                                       24
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     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, 2007. In doing so, management has determined that, except for the
     Thomas Pharmaceuticals intangible assets, no further write-down for
     impairment is required.

     At December 31, 2007, intangible assets totaled $171,846 net of accumulated
     amortization of $871. Following the spin-off of Thomas Pharmaceuticals, the
     total intangible assets, consisted of costs associated with the Company's
     patent applications.


NOTE 8 - INCOME TAXES
---------------------

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

                                                             December 31,
                                                     ---------------------------
                                                         2007           2006
                                                     ------------   ------------

        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, 2007 and 2006, the Company had net operating loss carry
     forwards of approximately $22,500,000 and $21,500,000, respectively that
     can be utilized to offset future taxable income for Federal income tax
     purposes through 2027. 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.

     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

                                       25
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     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                $  7,530,000    $  7,150,000
        Less:  Valuation allowance           (7,530,000)     (7,150,000)
                                           ------------    ------------
        Net deferred tax assets            $         --    $         --
                                           ============    ============

     Net operating loss carry forwards expire starting in 2017 through 2027.


NOTE 9 - NOTES PAYABLE/CONVERTIBLE DEBENTURES
---------------------------------------------

     On May 25, 2004, the Company issued an unsecured promissory note totaling
     $2,650,000 payable to YA Global Investments (f/k/a/ Cornell Capital
     Partners) for advances on the equity-line financing agreement entered into
     with YA Global 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 YA Global
     Investments. $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 YA Global Investments 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 YA Global
     Investments. 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 YA Global 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 YA Global 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. During the year ended December 31, 2007, we issued
     14,466,790 shares of Class A common stock to pay off the principal balance
     of $136,890 and accrued interest of $10,610.

     On June 15, 2005, the Company issued a secured promissory note totaling
     $5,000,000 payable to YA Global Investments, LP. This note is secured by
     all of the Company's assets and the Company's rights under all present and
     future authorization, permits, licenses and franchises issued or granted in
     connection with their operations. The note is for a term of 2 years from
     the date of issue with interest accruing at 12% per annum on any unpaid
     balance through the note's maturity date. On May 11, 2006 the Company
     issued to YA Global a $5,544,110 secured convertible debenture due on May
     11, 2008 bearing interest of 7.5%. This debenture replaced a promissory
     note with a principal balance of $5,000,000 and $544,110 of accrued
     interest due to YA Global from June 15, 2005. During the year ended
     December 31, 2007, we issued 251,121,182 shares of Class A common stock as
     repayment of principal of $345,900. As of December 31, 2007, the unpaid
     principal balance on the secured convertible debenture is $5,198,210 plus
     accrued interest of $661,647.

                                       26
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     On May 25, 2006, the Company issued to YA Global 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 YA Global. As of December 31, 2007, the unpaid principal balance on the
     secured convertible debenture is $1,250,000 plus accrued interest of
     $150,474.

     On October 31, 2007, the Company executed a waiver agreement with YA Global
     that provides that if the Company reduces the debt to $141,523 that YA
     Global will waive its rights to any future payments and will consider the
     account paid in full. This waiver agreement was executed to compensate the
     Company for losses incurred on the sales of the Corporate Strategies
     investments.

     The aggregate principal value of the two remaining debentures at December
     31, 2007 is $6,448,210. This amount is shown net of the unamortized portion
     of the discount on conversion of $1,444,056. 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 YA Global 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 YA Global Investments, 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 YA
     Global Debentures at any time upon three business days advanced written
     notice. A 20% redemption premium on the principal amount being redeemed is
     required. YA Global may, at its discretion, convert the outstanding
     principal and accrued interest, in whole or in part, into a number of
     shares of our Class A Common Stock equal to the quotient obtained by
     dividing (x) the outstanding amount of the YA Global Debentures to be
     converted by (y) 90% of the lowest closing bid price of our shares of Class
     A Common Stock during the 30 trading days immediately preceding the
     conversion date.

     In addition, on any conversion date, YA Global 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 YA Global, when aggregated with all
     other shares of our Class A Common Stock beneficially owned by YA Global at
     such time, would result in YA Global 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.


NOTE 10 - 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 YA Global 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

                                       27
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     consolidated balance sheet, and it is now measured at its estimated fair
     value of $4,249,113. 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 12/31/07
                                         -----------------   -----------------
        Fair market value of stock        $0.096 - $0.125        $ 0.0015
        Exercise price                    $0.086 - $0.113        $ 0.00135
        Dividend yield                         0.00%               0.00%
        Risk free interest rate                5.47%               5.47%
        Expected volatility              195.36% - 196.54%        242.17%
        Expected life                       2.00 years           .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, 2007, there
     was a change in the fair value of the embedded derivatives, which resulted
     in a gain of $1,131,305.

     During the year ended December 31, 2006, the Company paid down a portion of
     one of the YA Global 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. During the year ended December
     31, 2007, the Company paid down a portion of one of the YA Global
     Debentures by the issuance of common stock for an aggregate of $482,790.
     The effect on the reduction in the fair value of the embedded derivatives
     of $306,736 was recorded as gain on revaluation of derivatives on the
     consolidated statements of operations.

     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, 2007
     and 2006 was $2,729,117 and $1,547,456, respectively.


NOTE 11 - 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 and EITF 00-19, the issuance of the warrants
     associated with the YA Global 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:

                                       28
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


                                             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 YA Global
     debentures. Amortization expenses for the year ended December 31, 2007 and
     2006 was $996,162 and $581,094, respectively.


NOTE 12 - DUE TO RELATED PARTIES
--------------------------------

     Due to related parties consisted of amounts due to the officer 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, 2007 and 2006, the remaining outstanding balance owed to
     Mr. Mahoney amounted to $176,293 and $96,503, respectively.

                                       29
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


NOTE 13 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

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

     Rent expense under operating lease for the year ended December 31, 2007 and
     2006 was $90,000.

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, SpeechSwitch
     and Thomas Pharmaceuticals have entered into 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 9.


NOTE 14 - 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.

                                       30
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


a)   Preferred Stock
     ---------------

     Preferred Stock consists of 1,000,000 shares of authorized preferred stock
     with $1.00 par value. As of December 31, 2007 and 2006, 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, 2007, there are 420,674,318 shares issued and
     420,671,318 shares outstanding. For the year ended December 31, 2007, the
     Company had the following transactions in its Class A Common Stock:

     1)   The Company issued 265,587,972 shares of Class A common stock to YA
          Global Investments as repayment of principal and accrued interest on
          an outstanding convertible debenture, valued at $493,400.

     2)   The Company issued 86,012,651 shares of Class A common stock upon
          conversion of 52,863 shares of Class B common stock, pursuant to the
          provisions of Class B common stock.

     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 YA
          Global Investments 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.

                                       31
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


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

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,
     2007, there are 2,204,875 shares issued, 1,552,484 shares outstanding and
     652,391 shares retired. As of December 31, 2006, there are 2,204,875 shares
     issued, 1,605,347 shares outstanding and 599,528 shares retired.

     Pursuant to the conversion terms of the Class B Common stock, on December
     31, 2007, the 1,552,484 outstanding shares of Class B common stock are
     convertible into 3,104,968,000 shares of Class A common stock.

     For the year ended December 31, 2007, the Company had the following
     transactions in its Class B Common Stock:

     1)   A total of 52,863 Class B shares were converted into 86,012,651 Class
          A shares.

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

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

d)   Treasury Stock
     --------------

     On February 11, 2002, the Company repurchased 600,000 shares of Class A
     common stock from a previous employee for $28,800. Following the reverse
     stock split on April April 27, 2006, the shares were converted in 3,000
     shares.


                                       32
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


NOTE 15 - STOCK OPTIONS, STOCK INCENTIVES & WARRANTS
----------------------------------------------------

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

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

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

     For the years ended December 31, 2007 and 2006, no shares were granted
     under the 2005 Plan.

     Options and Warrants Outstanding
     --------------------------------
     During the year ending 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, 2007 and
     2006:

        Expiration Date                           Exercise Price        Shares
        ----------------                          --------------      ----------
        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, 2007 and 2006         .400            30,000,000
                                                                      ==========

                                       33
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     The following summarizes the warrant transactions:

                                                             Weighted
                                                             Average
                                                             Exercise
                                             Warrants          Price
                                           ------------    ------------
        Balance, January 1, 2006                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, 2006           30,000,000    $      0.400
                                           ============    ============

          Granted                                    --    $      0.000
          Exercised                                  --    $      0.000
          Expired                                    --    $      0.000
                                           ------------    ------------
        Balance, December 31, 2007           30,000,000    $      0.400
                                           ============    ============

        Outstanding and Exercisable,
          December 31, 2006                  30,000,000    $      0.400
                                           ============    ============

        Outstanding and Exercisable,
          December 31, 2007                  30,000,000    $      0.400
                                           ============    ============


NOTE 16 - 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
     five 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.

     Since the spin off of the three operating subsidiaries in 2005, the Company
     has transitioned itself into a company focused on the development and
     licensing of proprietary technologies. Following the sales of patents the
     Lamson Holdings LLC, the Company has 9 remaining patent applications, which
     have been awarded or are pending. These applications include various
     versions of the "Wirelessly Loaded Speaking Medicine Container", which is
     also filed internationally, the "Voice Activated Voice Operated Copier",
     the "Voice Activated Voice Operational Universal Remote Control", "Wireless
     Methodology for Talking Consumer Products" which is also filed
     internationally, "Product Identifier and Receive Spoken Instructions" and
     "Traffic Signal System with Countdown Signaling with Advertising and/or
     News Message".

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

                                       34
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


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


NOTE 17 - SUBSEQUENT EVENTS
---------------------------

     o    From January 4, 2008 through March 18, 2008, the Company issued an
          aggregate of 441,087,447 shares of Class A common stock to YA Global
          Investments as repayment of principal on an outstanding convertible
          debenture, valued at $299,000.

     o    On January 8, 2008, the Company entered into a Technology Transfer
          Agreement with GlynnTech to market it's recently issued patent,
          "Methodology for Talking Consumer Products with Voice Instructions via
          Wireless Technology". GlynnTech will provide assistance in developing
          a DVD of the patents capabilities. GlynnTech will also be obligated to
          solicit licensing opportunities and/or acquisition of the patent.

     o    On January 22, 2008 and February 29, 2008, the Company issued an
          aggregate of 82,000,000 shares of Class A common stock upon conversion
          of 27,900 shares of Class B common stock, pursuant to the provisions
          of Class B common stock.

     o    On February 21, 2008, the Company executed an amendment agreement with
          YA Global Investments to extend the maturity date on the May 25, 2006
          debenture from May 25, 2008 until May 25, 2010. The interest rate was
          increased from 7.5% to 15% per annum and the conversion price was
          reduced from 80% of the lowest closing bid price to 70% of the lowest
          closing bid price immediately preceding the conversion date. In
          addition, the Company agreed to fully repay all amounts owed under the
          May 11, 2006 debenture on May 11, 2008.

     o    On March 5, 2008, the Company converted amounts due from iVoice
          Technology, Inc. for unpaid Administrative Services fees into a
          Convertible Promissory Note with an interest rate of prime plus 1
          percent. The note is convertible in shares of iVoice Technology, Inc's
          Class A common stock at 80% of the lowest issue price of Class A
          common stock since the first advance of funds under this note. On
          March 10 and March 18, 2008, the Company converted an aggregate of
          $13,440 of debt on this Note into 42,000,000 shares of iVoice
          Technology, Inc's Class A common stock and we will proceed to sell the
          shares when all Rule 144 restrictions have been met.

     o    On March 5, 2008, the Company converted amounts due from SpeechSwitch,
          Inc. for unpaid Administrative Services fees into a Convertible
          Promissory Note with an interest rate of prime plus 1 percent. The
          note is convertible in shares of SpeechSwitch, Inc's Class A common
          stock at 80% of the lowest issue price of Class A common stock since
          the first advance of funds under this note. On March 10, 2008, the
          Company converted $8,520 of debt on this Note into 71,000,000 shares
          of SpeechSwitch, Inc's Class A common stock and we will proceed to
          sell the shares when all Rule 144 restrictions have been met.

                                       35
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2007 AND 2006


     o    On March 11, 2008, the Company entered into a Stock Purchase Agreement
          with iVoice Technology, Inc. for the purchase of 1,444.44 shares of
          iVoice Technology's Series A 10% Secured Convertible Preferred Stock
          valued at $1,444,444. The holders of the stock are entitled to receive
          dividends at a rate 10% per annum and will have voting rights for each
          share of Common Stock that the Series A Preferred Stock would be
          converted into using the applicable conversion price. The holders of
          the Series A Preferred Stock shall not have in the aggregate more than
          70% of the total votes of all classes of voting stock. iVoice
          Technology, Inc. will use the proceeds from the sale of the stock to
          fund the repayment of convertible debt to YA Global Investments and to
          fund their acquisition programs.

     o    On March 11, 2008, the Company received a warrant to purchase common
          stock of iVoice Technology, Inc. pursuant to the terms of the Stock
          Purchase Agreement. The warrant provides that the Company can purchase
          shares of Class A common stock at a price calculated by dividing
          $144,444 by the lowest price that iVoice Technology has ever issued
          its Class A common stock, provided, that in no event shall the holder
          be entitled to exercise this Warrant for a number of shares which,
          upon giving effect to such exercise, would cause the aggregate number
          of shares of Common Stock beneficially owned by the holder and its
          affiliates to exceed 9.99% of the outstanding shares of the Common
          Stock following such exercise.











                                       36