As filed with the Securities and Exchange Commission on April 14, 2005

Registration No. 333-120506

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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AMENDMENT NO. 2 TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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DEEP FIELD TECHNOLOGIES, INC.
(Name of Small Business Issuer in Its Charter)

New Jersey 7373 20-1862733
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Identification No.)
Organization) Classification Code
Number)

750 Highway 34
Matawan, New Jersey 07747
(732) 441-7700
(Address and telephone number of Principal
Executive Offices and Principal Place of Business)

Jerome R. Mahoney
750 Highway 34
Matawan, New Jersey 07747
(732) 441-7700
(Name, address and telephone number of
agent for service)

with copies to:

Scott Rosenblum, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
Telecopier: (212) 715-8000

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated April 14, 2005

Deep Field Technologies, Inc.

10,050,000 Shares of Class A Common Stock

This prospectus relates to the distribution by dividend to all of the
stockholders of iVoice, Inc. of up to approximately 10,000,000 shares of Deep
Field Technologies, Inc. Class A Common Stock (the "Distribution"). Deep
Field Technologies is not selling any shares of Class A Common Stock in this
offering and therefore will not receive any proceeds from this offering. All
costs associated with this registration will be borne by Deep Field
Technologies.

Deep Field Technologies is currently a wholly-owned subsidiary of
iVoice, Inc. and after the Distribution Deep Field Technologies will be an
independent public company.

Holders of iVoice common stock, other than affiliates of iVoice, Inc.,
will receive one share of Deep Field Technologies Class A Common Stock for
every ____ shares of iVoice common stock that they hold. Holders of less
than ___ shares of iVoice common stock will receive one share of Deep Field
Technologies Class A Common Stock. Following the Distribution, 100% of the
outstanding Deep Field Technologies Class A Common Stock will be held by
non-affiliates of Deep Field Technologies or iVoice, Inc. and 100% of the
outstanding Deep Field Technologies Class B Common Stock (including
securities convertible into such shares) will be beneficially owned by
affiliates of Deep Field Technologies or iVoice, Inc. No such affiliates will
receive shares of Deep Field Technologies Class A Common Stock in the
Distribution.

You may be required to pay income tax on all or a portion of the value
of the shares of Deep Field Technologies Class A Common Stock received by you
in connection with this Distribution.

Currently, no public market exists for Deep Field Technologies Class A
Common Stock.

These Securities are speculative and involve a high degree of risk.

Please refer to "Risk Factors" beginning on page 11.

No underwriter or person has been engaged to facilitate the
Distribution in this offering.

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is ___________, 2005.

TABLE OF CONTENTS

Page
----

PROSPECTUS SUMMARY..........................................................1

SUMMARY OF THE DISTRIBUTION.................................................4

SUMMARY CONDENSED FINANCIAL INFORMATION.....................................9

POTENTIAL DILUTION DUE TO CONVERSION AT BELOW MARKET PRICE.................10

RISK FACTORS...............................................................11

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS..................25

USE OF PROCEEDS............................................................27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................27

OUR BUSINESS...............................................................38

DEEP FIELD TECHNOLOGIES' MANAGEMENT........................................43

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................46

PRINCIPAL STOCKHOLDERS.....................................................49

DESCRIPTION OF SECURITIES..................................................50

THE DISTRIBUTION...........................................................53

FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION........................58

CHANGES IN ACCOUNTANTS.....................................................59

REASONS FOR FURNISHING THIS DOCUMENT.......................................59

RELATIONSHIP BETWEEN IVOICE AND DEEP FIELD TECHNOLOGIES FOLLOWING
THE DISTRIBUTION.....................................................60

WHERE YOU CAN FIND MORE INFORMATION........................................60

INDEX TO FINANCIAL STATEMENTS..............................................F-1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS...........................II-1

PROSPECTUS SUMMARY

Overview

Deep Field Technologies, Inc., which we refer to in this prospectus as
"Deep Field Technologies," "we", "us" or "the Company," was incorporated in
New Jersey on November 10, 2004 as a wholly-owned subsidiary of iVoice, Inc.
("iVoice"). While iVoice has been engaged in the speech recognition software
and computerized telephony business since 1997, iVoice management seeks to
leverage the value of underutilized developed technology and believes that
the transition to an independent company will provide Deep Field Technologies
with greater access to capital. This should provide needed financial
resources to potentially penetrate the market and distribute the product. As
such, Deep Field Technologies' business will be formed from the contribution
by iVoice of certain assets and related liabilities on or about the effective
date of the registration statement of which this prospectus is a part. In
connection with a reorganization of iVoice, immediately prior to the
Distribution, iVoice will transfer to Deep Field Technologies its Unified
Messaging software business, including all intellectual property of iVoice
relating to the Unified Messaging software business and related liabilities.
Following the Distribution, Deep Field Technologies will own and operate
iVoice's Unified Messaging software business. Concurrently with the
Distribution, iVoice intends to contribute the majority of its remaining
business lines into two new companies and intends to distribute the stock of
those two companies to its stockholders. iVoice will retain cash assets of
approximately $6.7 million, no part of which will be transferred to Deep
Field Technologies. Following the Distribution and the two other
distributions, iVoice's operating assets will consist of its iVoiceMail
software and its portfolio of patents and patent rights, and its future
business development operations will consist of licensing its intellectual
property rights. Deep Field Technologies will be a development stage company
following the Distribution. Following the Distribution, Deep Field
Technologies may seek to expand its operations through additional sales and
marketing activity and the acquisition of additional businesses. Any
potential acquired additional businesses may be outside the current field of
operations of Deep Field Technologies. Deep Field Technologies may not be
able to identify, successfully integrate or profitably manage any such
businesses or operations. Currently, Deep Field has no plans, proposals or
arrangements, either orally or in writing, regarding any proposed
acquisitions and is not considering any potential acquisitions.

Deep Field Technologies intends to continue to develop, market and
license the Unified Messaging line of computerized telephony software. With
Unified Messaging, e-mail, voice mail and faxes can be handled through a
desktop computer or the telephone. All messages can be viewed and acted upon
in order of importance via Microsoft Outlook or a web browser. E-mail can
also be retrieved over the phone, using text-to-speech, and responded to with
a voice message including directed to a fax machine.

In September 2004, iVoice announced its intention to distribute Deep
Field Technologies Class A Common Stock to its stockholders and to contribute
to Deep Field Technologies its Unified Messaging systems business upon the
effectiveness of required Securities Exchange Commission filings and final
approval by the Board of Directors of the terms and conditions of the
Distribution.

The board of directors and management of iVoice believe that the
Distribution is in the best interests of iVoice and its stockholders. iVoice
believes that the Distribution will enhance value for iVoice stockholders and
that the spin off of the Unified Messaging business into Deep Field
Technologies has provided greater access to capital by allowing the financial
community to focus solely on Deep Field Technologies and its Unified
Messaging software business as a stand alone company. In determining the
terms of the spin off of the Unified Messaging business and the Distribution,
the board considered the ability of iVoice to satisfy its working capital
needs as a whole as against the ability of the Unified Messaging business to
satisfy its capital needs as a stand alone company. iVoice's present plan,
which is subject to change, is to become a technology licensing company, and,
in order to effectuate that business plan, iVoice would need to significantly
expand its research and development and hire different types of personnel.
In addition, the iVoice board believed that, as a result of each company's
business plan, the Unified Messaging business as a stand-alone company would
more easily be able to obtain financing from third parties than iVoice
would. After considering these issues and the relative working capital needs
of iVoice and Deep Field Technologies, the iVoice board elected not to
transfer any part of the current cash balance of iVoice to Deep Field
Technologies.

Prior to and after the Distribution, members of the Board of Directors
and management of iVoice and Deep Field Technologies have had and will have a
variety of conflicts of interest, as Mr. Jerome Mahoney, the Chairman of the
Board of Deep Field Technologies, will also continue to serve as the Chairman
of the Board and Chief Executive Officer of iVoice. In addition, following
the Distribution, Mr. Mahoney will own iVoice shares and have the right to
convert $190,000 of indebtedness (plus accrued and unpaid interest) into
190,000 shares (not including shares attributable to conversion of accrued
and unpaid interest, which interest, as of March 31, 2005 totaled $26,334.97)
of Deep Field Technologies Class B Common Stock which is convertible into the
number of shares of Class A Common Stock determined by dividing the number of
shares of Class B Common Stock being converted by a 20% discount of the
lowest price at which iVoice had ever issued its Class A Common Stock. There
is no limitation on the number of shares of Class A Common Stock we may be
required to issue to Mr. Mahoney upon the conversion of this indebtedness.
See "Potential Dilution Due to Conversion at Below Market Price." Each
share of Class B Common Stock has voting rights equal to 100 shares of Class
A Common Stock. For example, if Mr. Mahoney converts $190,000 of his
indebtedness into 190,000 shares of Class B Common Stock, he will have voting
rights equal to 19,000,000 shares of Class A Common Stock and will have
control over the management and direction of Deep Field Technologies,
including the election of directors, appointment of management and approval
of actions requiring the approval of stockholders. In addition, Mr. Mahoney
may be deemed to receive personal benefit as a result of the creation of Deep
Field Technologies and the Distribution. This relationship could create, or
appear to create, potential conflicts of interest when Deep Field
Technologies' directors and management are faced with decisions that could
have different implications for Deep Field Technologies and iVoice.

On February 28, 2005, Deep Field Technologies' obligations under the
secured convertible debentures were terminated and replaced with secured
promissory notes of the same principal amount, which notes accrue interest at
rate of 12% per annum, but are not convertible into any equity security of
Deep Field Technologies. On February 28, 2005, Deep Field Technologies
borrowed an additional $100,000 pursuant to the promissory note payable to
Cornell Capital Partners. In connection with the issuances of the secured
convertible debentures, Deep Field Technologies paid a fee to Cornell Capital
Partners equal to 10% of the aggregate principal amount of the debentures.
When the secured convertible debentures were terminated, Deep Field
Technologies received a credit for fees that would otherwise have been
payable upon the issuance of the $400,000 in replacement notes. Deep Field
Technologies paid Cornell Capital a fee of $10,000 in connection with its
$100,000 borrowing. Deep Field Technologies' obligations under the secured
promissory notes issued to Cornell Capital Partners are secured by a first
priority security interest in substantially all of Deep Field Technologies'
assets. iVoice has also guaranteed the payment of all amounts payable by
Deep Field Technologies pursuant to the secured promissory notes, which
guarantee will terminate on the date the registration statement of which this
prospectus forms a part is effective.

Why iVoice Sent This Document To You

iVoice, Inc. sent you this document because you were an owner of iVoice
common stock on the record date. This entitles you to receive a distribution
of one share of Class A Common Stock of Deep Field Technologies, Inc., which
is currently a wholly-owned subsidiary of iVoice, for every ___ iVoice shares
you owned on that date. No action is required on your part to participate in
the Distribution and you do not have to pay cash or other consideration to
receive your Deep Field Technologies shares.

This document describes Deep Field Technologies' business, the
relationship between iVoice and Deep Field Technologies, and how this
transaction benefits iVoice and its stockholders, and provides other
information to assist you in evaluating the benefits and risks of holding or
disposing of the shares of Deep Field Technologies stock that you will
receive in the Distribution. You should be aware of certain risks relating to
the Distribution and Deep Field Technologies' businesses, which are described
in this document beginning on page.

About Us

Deep Field Technologies was incorporated in New Jersey on November 10,
2004 as a wholly-owned subsidiary of iVoice, Inc. Deep Field Technologies
received by assignment all of the interests in and rights and title to, and
assumed all of the obligations of, all of the agreements, contracts,
understandings and other instruments of iVoice Technology 2, Inc., a Nevada
corporation and affiliate of Deep Field Technologies. These agreements,
contracts, understandings and other instruments consisted of financing
documentation, employment agreements and an administrative services agreement
with iVoice. Since this assignment, iVoice Technology 2 has no operating
business, assets or known liabilities, and is currently in the process of
being dissolved. When we refer to or describe any agreement, contract or
other written instrument of Deep Field Technologies in this prospectus, we
are referring to an agreement, contract or other written instrument that had
been entered into by iVoice Technology 2 and assigned to Deep Field
Technologies.

Our principal office is located at 750 Highway 34, Matawan, New Jersey
07747. Our telephone number is (732) 441-7700. We will be setting up a
company website, which will be located at www.deep-field.net

SUMMARY OF THE DISTRIBUTION

Distributing Company iVoice, Inc., a New Jersey corporation. As used in
this prospectus, the term iVoice includes iVoice,
Inc. and its wholly-owned and majority-owned
subsidiaries, other than the Company, as of the
relevant date, unless the context otherwise
requires.

Distributed Company Deep Field Technologies, Inc., a New Jersey
corporation. As used in this prospectus, the terms
Deep Field Technologies, the Company, we, our, us
and similar terms mean Deep Field Technologies,
Inc., as of the relevant date, unless the context
otherwise requires.

Deep Field Technologies iVoice will distribute to iVoice stockholders an
shares to be distributed aggregate of approximately 10,000,000 shares of

Class A Common Stock, no par value per share, of
Deep Field Technologies. Mr. Mahoney has agreed to
forego receiving any shares of Deep Field
Technologies Class A Common Stock that he is or
would be entitled to receive in the Distribution by
virtue of his ownership of either iVoice Class A
Common Stock or iVoice Class B Common Stock .
Based on approximately _________ iVoice shares
outstanding on the Record Date, as defined below,
one share of Deep Field Technologies Class A
Common Stock will be distributed for approximately
every ___ shares of iVoice common stock outstanding
on the Record Date. Deep Field Technologies
currently has 100 shares of Class A Common Stock
outstanding. A 100,000-for-one stock split will be
accomplished by means of a stock dividend and will
be effectuated immediately prior to the effective
date of this registration statement. The shares of
Deep Field Technologies Class A Common Stock to be
distributed will constitute 100% of the Deep Field
Technologies Class A Common Stock outstanding after
the Distribution. Immediately following the
Distribution, iVoice and its subsidiaries will not
own any shares of Deep Field Technologies Class A
Common Stock and Deep Field Technologies will be an
independent public company.

Record Date If you own iVoice shares at the close of business
on ___________, 200_ (the "Record Date"), then you
will receive Deep Field Technologies Class A Common
Stock in the Distribution. If you own fewer than
___ iVoice shares on the Record Date, then you will
receive one share of Deep Field Technologies Class
A Common Stock.

Distribution Date We currently anticipate that the Distribution will
occur near the effective date of the registration
statement. If you are a record holder of iVoice
stock, instead of physical stock certificates you
will receive from Deep Field Technologies' transfer
agent shortly after the effective date of the
registration statement a statement of your book
entry account for the shares of Deep Field
Technologies Class A Common Stock distributed to
you. If you are not a record holder of iVoice stock
because such shares are held on your behalf by your
stockbroker or other nominee, your Deep Field
Technologies Class A Common Stock should be
credited to your account with your stockbroker or
other nominee after the effective date of the
registration statement. Following the Distribution,
you may request physical stock certificates if you
wish, and instructions for making that request will
be furnished with your account statement.

Distribution On the Distribution Date, the distribution agent
identified below will begin distributing
certificates representing our Class A Common Stock
to iVoice stockholders that have requested physical
certificates. You will not be required to make any
payment or take any other action to receive your
shares of our Class A Common Stock. The distributed
shares of our Class A Common Stock will be freely
transferable unless you are issued shares in
respect of restricted shares of iVoice common
stock.

Distribution ratio iVoice will distribute to iVoice stockholders an
aggregate of approximately 10,000,000 shares of
Class A Common Stock of Deep Field Technologies,
based on approximately ___ iVoice shares
outstanding on the record date. Mr. Mahoney has
agreed to forego receiving any shares of Deep Field
Technologies Class A Common Stock that he is or
would be entitled to receive in the Distribution by
virtue of his ownership of either iVoice Class A
Common Stock or iVoice Class B Common Stock. The
actual number of iVoice shares outstanding on the
Record Date that will participate in the
Distribution is ______. Therefore, for every ___
shares of iVoice common stock that you own of
record in _______ 2005, you will receive one share
of Deep Field Technologies Class A Common Stock.
The Distribution ratio is subject to change
depending upon the number of outstanding shares of
iVoice common stock on the Record Date. If you own
fewer than ___ shares of iVoice common stock, you
will receive one share of Deep Field Technologies
Class A Common Stock in the Distribution. iVoice
shareholders are not receiving shares of Deep Field
Technologies Class A Common Stock on a one-for-one
basis

because Deep Field Technologies' management has
determined that a more modest capital structure and
fewer outstanding shares of common stock would be
more beneficial for stockholders.

Distribution Agent Fidelity Transfer Company. Their address is 1800
South West Temple, Suite 301, Salt Lake City, Utah
84115. Their telephone number is (801) 484-7222.

Transfer Agent and Fidelity Transfer Company. Their address is 1800
Registrar for the Deep South West Temple, Suite 301, Salt Lake City, Utah
Field Technologies shares 84115. Their telephone number is (801) 484-7222.

Fractional shares of our iVoice will not distribute any fractional shares of
common stock Deep Field Technologies Class A Common Stock. In
lieu of distributing a fraction of a share of our
Class A Common Stock to any iVoice stockholder,
fractional shares will be rounded up to the next
higher whole number of shares.

Trading market We anticipate that our Class A Common Stock will be
traded on the Over-the-Counter Bulletin Board under
the proposed symbol "____." We expect that a market
maker will apply for quotation on the
Over-the-Counter Bulletin Board on our behalf prior
to the Distribution. No public trading market for
our Class A Common Stock currently exists. However,
a trading market for the entitlement to receive
shares of our Class A Common Stock in the
distribution, referred to as a when-issued market,
may develop on or after the record date for the
distribution.

Dividend policy iVoice has not paid cash dividends in the past, and
we anticipate that following the Distribution
neither Deep Field Technologies nor iVoice will pay
cash dividends. However, no formal action has been
taken with respect to future dividends, and the
declaration and payment of dividends by Deep Field
Technologies and iVoice will be at the sole
discretion of their respective boards of directors.

Risk factors The distribution and ownership of our Class A
Common Stock involve various risks. You should read
carefully the factors discussed under "Risk
Factors" beginning on page 11. Several of the most
significant risks of the Distribution include:

o The Distribution may cause the trading price
of iVoice Common Stock to decline.

o Substantial sales of shares of Deep Field
Technologies Class A Common Stock may have

an adverse impact on the trading price of our
Class A Common Stock.

o There has not been a prior trading market for
Deep Field Technologies Class A Common Stock
and a trading market for our Class A Common
Stock may not develop.

o The Distribution of Deep Field Technologies
Class A Common Stock may result in tax
liability to you.

o iVoice has in the past, and Deep Field
Technologies may in the future, sell or issue
additional unregistered convertible securities
which are convertible into common shares of
Deep Field Technologies, without limitations
on the number of common shares the securities
are convertible into, which could dilute the
value of your holdings and could have other
negative impacts on your investment.

Federal income tax iVoice and Deep Field Technologies do not intend
consequences for the Distribution to be tax-free for U.S.
federal income tax purposes. You will be required
to pay income tax on the value of your shares of
Deep Field Technologies Class A Common Stock
received to the extent of the current or
accumulated earnings and profits of iVoice. You are
advised to consult your own tax advisor as to the
specific tax consequences of the Distribution.

Our relationship with Prior to the Distribution, iVoice and Deep Field
iVoice after the Technologies have entered or will enter into
distribution agreements to transfer to Deep Field Technologies
selected assets and liabilities of iVoice related
to Deep Field Technologies' business and to make
arrangements for the Distribution. iVoice and Deep
Field Technologies have entered into an
administrative services agreement for the provision
of certain services by iVoice to Deep Field
Technologies following the Distribution. The
administrative services agreement will continue on
a month to month basis until Deep Field
Technologies has found replacement services for
those services being provided by iVoice or can
provide these services for itself. Following
termination of the administrative services
agreement, we expect that Deep Field Technologies
will operate on a completely stand-alone basis from
iVoice and there will be no business or operating
relationship between iVoice and Deep Field
Technologies. See "Certain Relationships and
Related

Transactions." In addition, after the Distribution,
we anticipate that one of Deep Field Technologies'
two directors will also be a director of iVoice.
After the Distribution, any arrangements with iVoice
that may occur will not be deemed to be on an
"arms-length" basis because of the relationships
between the boards of directors and executive
officers of Deep Field Technologies and iVoice, but
we will seek to establish terms and conditions at
least as favorable as those that could be obtained
from an independent third party.

Board of Directors of Deep After the Distribution, Deep Field Technologies is
Field Technologies expected to have an initial board of two directors.
The initial directors will serve one-year terms.
Jerome R. Mahoney and Mark Meller have been
identified to serve on the initial board. Jerome R.
Mahoney expects to remain on iVoice's board
following the Distribution Date.

Management of Deep Field Mr. Mahoney will serve as Chairman of the Board of
Technologies Deep Field Technologies and will continue to serve
as Chairman of the Board and Chief Executive
Officer of iVoice, and Mark Meller will serve as
President, Chief Executive Officer and Chief
Financial Officer of Deep Field Technologies.
Neither of Mr. Mahoney nor Mr. Meller will provide
services to Deep Field Technologies on a full-time
basis.

Conflicts of Interest After the Distribution, Mr. Mahoney, the Chairman
of the Board of Deep Field Technologies, will
continue to serve as the Chairman of the Board and
Chief Executive Officer of iVoice. Further, Mr.
Mahoney will own both iVoice shares and have the
right to convert $190,000 of indebtedness (and the
amount of accrued and unpaid interest on such
indebtedness) into more than 190,000 shares of Deep
Field Technologies Class B Common Stock which is
convertible into the number of shares of Class A
Common Stock determined by dividing the number of
shares of Class B Common Stock being converted by a
20% discount of the lowest price at which iVoice
had ever issued its Class A Common Stock. There is
no limitation on the number of shares of Class A
Common Stock we may be required to issue to Mr.
Mahoney upon the conversion of this indebtedness.
See "Potential Dilution Due to Conversion at Below
Market Price." Each share of Class B Common Stock
has voting rights equal to 100 shares of Class A
Common Stock. For example, if Mr. Mahoney
converts $190,000 his indebtedness into 190,000
shares of Class B Common Stock, he will have voting
rights equal to 19,000,000 shares of Class A Common
Stock and will have control over the management and
direction of Deep Field Technologies, including the
election of directors, appointment

of management and approval of actions requiring the
approval of stockholders. In addition, Mr. Mahoney
may be deemed to receive personal benefit as a
result of the creation of Deep Field Technologies
and the Distribution. This relationship could
create, or appear to create, potential conflicts of
interest when Deep Field Technologies' directors and
management are faced with decisions that have
different implications for Deep Field Technologies
and iVoice, such as potential business acquisitions
to be made by Deep Field Technologies or disputes
arising out of any agreements between the two
companies. Deep Field Technologies does not have any
formal procedure in place for resolving such
conflicts of interest which may arise in the future.

Certain Anti-takeover Some of the provisions of Deep Field Technologies'
Effects certificate of incorporation and bylaws may have
the effect of making the acquisition of control of
Deep Field Technologies in a transaction not
approved by Deep Field Technologies' board of
directors more difficult.

Stockholder inquiries Any persons having inquiries relating to the
Distribution should contact the Shareholder
Services department of the distribution agent at
(801) 484-7222 or Deep Field Technologies, in
writing at Deep Field Technologies, Inc., 750
Highway 34, Matawan, NJ 07747 Attention: Investor
Relations, or by email at information@ivoice.com,
or by telephone at (732) 441-7700.

SUMMARY CONDENSED FINANCIAL INFORMATION

The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplates continuation of the company as a going concern.
Deep Field Technologies has traditionally operated as a non-reporting
component of iVoice and accordingly these financial statements have been
derived from the consolidated financial statements and accounting records of
iVoice, and reflect significant assumptions and allocations. iVoice
allocated operating costs to Deep Field Technologies. These allocations are
reflected in the selling, general and administrative, cost of revenue and/or
research and development line items in our statements of operations. The
general corporate expense allocation is primarily for cash management,
selling expense, legal, accounting, tax, insurance, public relations,
advertising, and human resources. Other general categories of operating
expense, as well as other income and expense, have been allocated to Deep
Field Technologies by iVoice based upon a ratio of revenue of Deep Field
Technologies over total iVoice revenue for the applicable periods.
Management believes that although the financial information was prepared on a
pro forma basis, the cost of these services charged are a reasonable
representation of the costs that would have been incurred if Deep Field
Technologies had performed these functions as a stand-alone company. Deep
Field Technologies relies on iVoice for administrative and other services.
These financial statements do not necessarily

reflect the financial position, results of operations, and cash flows of Deep
Field Technologies had it been a stand-alone company.

For the Year Ended For the Year Ended
December 31, 2004 December 31, 2003
----------------- -----------------
Statement of Operations Data:
- -------------------------------------------------------------------------------
Sales $7,344 $8,505
- -------------------------------------------------------------------------------
Cost of sales 2,352 3,447
- -------------------------------------------------------------------------------
Gross profit 4,992 5,058
- -------------------------------------------------------------------------------
Selling, general, and
administrative expenses 125,738 24,288
- -------------------------------------------------------------------------------
Loss from operations (120,746 (19,230)
- -------------------------------------------------------------------------------
Net Loss (194,261) (28,938)
- -------------------------------------------------------------------------------

For the Year Ended For the Year Ended
December 31, 2004 December 31, 2003
------------------ ------------------

Balance Sheet Data:
- -------------------------------------------------------------------------------
Current Assets $302,883 $390
- -------------------------------------------------------------------------------
Liabilities 447,625 --
- -------------------------------------------------------------------------------
Stockholders' equity (deficiency) (144,742) 390

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

POTENTIAL DILUTION DUE TO CONVERSION AT BELOW MARKET PRICE

The net tangible book value of Deep Field Technologies as of December
31, 2004 was ($144,742) or ($1,447.42) per share of Class A Common Stock.
Net tangible book value per share is determined by dividing the tangible book
value of Deep Field Technologies (total tangible assets less total
liabilities) by the number of outstanding shares of our common stock. Since
no proceeds from this offering will be paid to Deep Field Technologies, our
net tangible book value will be unaffected by this offering. Our net
tangible book value, however, will be impacted if common stock is issued
under the proposed equity line of credit. The amount of dilution will depend
on the offering price and number of shares to be issued under the proposed
equity line of credit if Deep Field Technologies is able to obtain the equity
line of credit. The following example shows the dilution to new investors at
an offering price of $0.01 per share.

If we assume that Deep Field Technologies will issue 1,052,6341,579
shares of Class A Common Stock under its proposed equity line of credit at
an assumed offering price of $0.01 per share (i.e., the maximum number of
shares needed in order to raise a total of $10.0 million under the equity
line of credit, excluding the commitment fee), less a retention fee of
$600,000, offering expenses of $213,500, and repayment of the promissory
note, our net tangible book value as of December 31, 2004 would have been
$8,741,758 or $0.00811 per share. Such an offering would represent an
immediate increase in net tangible book value to existing stockholders of
$1,447.42811 per share and an immediate dilution to new stockholders of
$0.00189 per share, or 18.9%. The following table illustrates the per
share dilution:

Assumed public offering price per share $ 0.01000
Net tangible book value per share before
this offering ($1,447.42000)
Increase attributable to new investors $1,447.42811
------------
Net tangible book value per share after
this offering $ 0.00811
----------
Dilution per share to new stockholders $ 0.00189
==========

The conversion price of our Class A Common Stock is based on the
then-existing market price. In order to provide you an example of dilution
per share you may experience, we have prepared the following table showing
the dilution per share at various assumed market prices (assuming that Mr.
Mahoney converts $190,000 of indebtedness):

Assumed Market No. of Shares to Dilution per Share
Price be issued (1) to New Investors
-------------- ---------------- ------------------

$0.0100 1,052,631,579 $0.00189
$0.0075 1,403,508,772 $0.00142
$0.0050 2,105,263,158 $0.00094
$0.0025 4,210,526,316 $0.00047

RISK FACTORS

You should carefully consider each of the following risk factors and
all of the other information in this information statement. The following
risks relate principally to the Distribution and Deep Field Technologies'
business.

If any of the following risks and uncertainties develops into actual
events, the business, financial condition or results of operations of Deep
Field Technologies could be materially adversely affected. If that happens,
the trading prices of Deep Field Technologies shares could decline
significantly.

The risk factors below contain forward-looking statements regarding the
Distribution and Deep Field Technologies. Actual results could differ
materially from those set forth in the forward-looking statements. See
"Cautionary Statement Regarding Forward-Looking Statements" below.

Risks Related to Our Business

Deep Field Technologies will face many of the difficulties that companies in
the early stage may face.

As a result of the Company's limited operating history, the currently
difficult economic conditions of the telecommunications marketplace and the
emerging nature of the unified messaging industry, it may be difficult for
you to assess our growth and earnings potential. The Company believes that
due primarily to the relatively brief time its Unified Messaging software has
been available to the general public, there has not yet been developed,
implemented and demonstrated a commercially viable business model from which
to successfully operate any form of business that relies on the products and
services that we intend to market, sell, and distribute. Therefore, we have
faced many of the difficulties that companies in the early stages of their
development in new and evolving markets often face as they are described
herein.

We may continue to face these and other difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our future growth and earnings will be negatively
affected.

Deep Field Technologies has no operating history as an independent
public company and may be unable to operate profitably as a stand-alone
company.

Although iVoice has operated as a reporting public company since 2000
and has sold computerized telephony software since 1997, Deep Field
Technologies does not have an operating history as an independent public
company. Historically, since the businesses that comprise each of Deep Field
Technologies and iVoice have been under one ultimate parent, they have been
able to rely, to some degree, on the earnings, assets, and cash flow of each
other for capital requirements. iVoice has operated the Unified Messaging
software business since the first quarter of 2000. After the Distribution,
Deep Field Technologies will be able to rely only on the Unified Messaging
software business for such requirements. The Unified Messaging software
business has operated at a loss in the past for iVoice, and as an independent
company such losses may continue or increase. Additionally, Deep Field
Technologies' business has relied on iVoice for financial, administrative and
managerial expertise in conducting its operations. Following the
Distribution, Deep Field Technologies will maintain its own credit and
banking relationships and perform its own financial and investor relations
functions. Deep Field Technologies may not be able to successfully put in
place the financial, administrative and managerial structure necessary to
operate as an independent public company, and the development of such
structure will require a significant amount of management's time and other
resources.

iVoice's operations demonstrate a history of net losses and cash flow
shortfalls and Deep Field Technologies' likely will as well.

iVoice, of which Deep Field Technologies was a part, has incurred
recurring operating losses. iVoice used cash in operations of approximately
$1,213,000 and $1,142,000 during the years ended December 31, 2004 and
2003, respectively, and has a history of net losses. iVoice had a cash
balance of approximately $8,000,000 and $4,500,000 at December 31, 2004 and
2003, respectively, and current assets exceeded current liabilities by
approximately $5,100,000 and $3,200,000 at December 31, 2004 and 2003,
respectively. iVoice had stockholders' equity of approximately $5,400,000
and $3,400,000 at December 31, 2004 and 2003, respectively. The Unified
Messaging software business had net losses of approximately $194,000 and
$29,000 for the years ended December 31, 2004 and 2003, respectively, and
used cash in operations of approximately $150,000 and $27,000 during
the years ended December 31, 2004 and 2003, respectively . iVoice has been
and may, in the future, be dependent upon outside and related party financing
to develop and market their software products, perform their business
development activities, and provide for ongoing working capital requirements.
During the year ended December 31, 2004, substantially all of this financing
has been provided by Cornell Capital Partners. There can be no assurance
that Deep Field Technologies will have operations separately that fare any
better than those of iVoice.

Our historical information has limited relevance to our results of operations
as a separate company.

The historical financial information we have included in this
prospectus does not reflect what our results of operations, financial
position and cash flows would have been had we been a separate, stand-alone
entity during the periods presented or what our results of operations,

financial position and cash flows will be in the future. This is because iVoice
did not account for us as, and we were not operated as, a single stand-alone
business for the periods presented. For more information about the preparation
of our financial statements from the financial statements of iVoice, see
"Summary Consolidated Financial Information" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Deep Field Technologies has received a going concern opinion from its
independent auditors that describes the uncertainty regarding its ability to
continue as a going concern.

Deep Field Technologies has received a report from its independent
auditors for the fiscal years ended December 31, 2004 and December 31, 2003
containing an explanatory paragraph that describes the uncertainty regarding
the Company's ability to continue as a going concern due to its historical
negative cash flow and because, as of the date of the auditors' opinion, the
Company did not have access to sufficient committed capital to meet its
projected operating needs for at least the next 12 months.

Our consolidated financial statements have been prepared on the basis
of a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. We have not
made any adjustments to our consolidated financial statements as a result of
the going concern modification to the report of our independent registered
public accounting firm. If we become unable to continue as a going concern,
we could have to liquidate our assets, which means that we are likely to
receive significantly less for those assets than the values at which such
assets are carried on our consolidated financial statements. Any shortfall
in the proceeds from the liquidation of our assets would directly reduce the
amounts, if any, that holders of our common stock could receive in
liquidation.

There can be no assurance that management's plans will be successful,
and other unforeseeable actions may become necessary. Any inability to raise
capital may require us to reduce the level of our operations. Such actions
would have a material adverse effect on our business and operations and
result in charges that would be material to our business and results of
operations.

Deep Field Technologies' future revenue and operating results are
unpredictable and may fluctuate, which could cause Deep Field Technologies'
stock price to decline.

Our short operating history and the rapidly changing nature of the
market in which we compete make it difficult to accurately forecast our
revenues and operating results. Our operating results are unpredictable and
we expect them to fluctuate in the future due to a number of factors. These
factors may include, among others:

o the timing of sales of our products and services, particularly in
light of our minimal sales history;

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

o reduced demand for any given product;

o difficulty in keeping current with changing technologies;

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

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

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

o the mix of product license and services revenue;

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.

Deep Field Technologies has in the past and 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 convertible debentures and
secured promissory notes to obtain working capital and may continue to do so
in the future. As of the date of this registration statement, we have no
outstanding convertible debentures. The $190,000 promissory note owing to
Mr. Mahoney provides that, at Mr. Mahoney's option, principal and interest
due on the note can be converted into shares of the Company's Class A Common
Stock at a conversion price equal to the lesser of (a) an amount equal to
120% of the initial bid price of our Class A Common Stock on the date of the
effectiveness of the registration statement of which this prospectus is a
part or (b) an amount equal to 80% of the lowest closing bid price of our
Class A Common Stock for the five trading days immediately preceding the
conversion date. There is no limit upon the number of shares that we may be
required to issue upon conversion of any of these 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 increased share issuance, in addition to a stock overhang of an
indeterminable amount, may depress the price of our Class A Common
Stock,

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

o in the event of our voluntary or involuntary liquidation while the
secured convertible debentures are outstanding, the holders of those
securities will be entitled to a preference in distribution of our
property.

In addition, if the market price declines significantly, we could be
required to issue a number of shares of Class A Common Stock sufficient to
result in our current stockholders not having an effective vote in the
election of directors and other corporate matters. In the event of a change
in control of the Company, it is possible that the new majority stockholders
may take actions that may not be consistent with the objectives or desires of
our current stockholders.

We are required to convert our existing convertible obligations 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.

If the market price of our Class A Common Stock decreases after
issuance of our convertible obligations, upon conversion, we will have to
issue an increased number of shares to the holders of our convertible
obligations. Any sale of convertible obligations may result in a very large
conversion at one time. If we do not have a sufficient number of shares to
cover the conversion, we may have a risk of a civil lawsuit.

For more information, please see "Potential Dilution Due to Conversion
at Below Market Price."

If Deep Field Technologies loses the services of any key personnel,
including our chief executive officer or our directors, our business may
suffer.

We are dependent on our key officers and directors, including Jerome R.
Mahoney and Mark Meller, our Chairman of the Board and our President, Chief
Executive Officer and Chief Financial Officer, respectively. The loss of any
of our key personnel could materially harm our business because of the cost
and time necessary to retain and train a replacement. Such a loss would also
divert management attention away from operational issues. To minimize the
effects of such loss, Deep Field Technologies has entered into employment
contracts with Jerome Mahoney and Mark Meller.

Our potential future business acquisitions may be unpredictable and may cause
our business to suffer.

Deep Field Technologies may seek to expand its operations through the
acquisition of additional businesses. These potential acquired additional
businesses may be outside the current field of operations of Deep Field
Technologies. Deep Field Technologies 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 Deep Field Technologies' 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 Deep Field Technologies'
business, financial condition and results of operations. In addition, if
competition for acquisition candidates or assumed operations were to
increase, the cost of acquiring businesses or assuming customers' operations
could increase materially. The inability of Deep Field Technologies to
implement and manage its expansion strategy successfully may have a material
adverse effect on the business and future prospects of Deep Field
Technologies. Furthermore, through the acquisition of additional businesses,
Deep Field Technologies 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 Deep Field Technologies may, under
certain circumstances, seek to effect business acquisitions with more than
one target business, as a result of its limited resources, Deep Field
Technologies, in all likelihood, will have the ability to effect only a
single business acquisition at one time. Currently, Deep Field Technologies
has no plans, proposals or arrangements, either orally or in writing,
regarding any proposed acquisitions and is not considering any potential
acquisitions.

Members of Deep Field Technologies' Board of Directors and management may
have conflicts of interest after the Distribution; Deep Field Technologies
does not have any formal procedure for resolving conflicts in the future.

After the Distribution, Mr. Mahoney, a member of the board of
directors, will own iVoice shares and have the right to convert $190,000 of
indebtedness into 190,000 shares of Deep Field Technologies Class B Common
Stock which are convertible into the number of shares of Class A Common Stock
determined by dividing the number of shares of Class B Common Stock being
converted by a 20% discount of the lowest price at which iVoice had ever
issued its Class A Common Stock. In addition, Mr. Mahoney has the right to
convert the amount of all accrued and unpaid interest on such indebtedness
into one share of Deep Field Technologies Class B Common Stock for each
dollar of accrued and unpaid interest. As of March 31, 2005, accrued and
unpaid interest on this indebtedness was $26,334.91. There is no limitation
on the number of shares of Class A Common Stock we may be required to issue
to Mr. Mahoney upon the conversion of this indebtedness. In addition,
following the Distribution, we anticipate that Mr. Mahoney, the Chairman of
the Board of Deep Field Technologies will also continue to serve as the
Chairman of the Board and Chief Executive Officer of iVoice. These
relationships could create, or appear to create, potential conflicts of
interest when Deep Field Technologies' directors and management are faced
with decisions that could have different implications for Deep Field
Technologies and iVoice. For example, Mr. Mahoney may experience conflicts
of interest with respect to the allocation of his time, services and
functions among iVoice, Deep Field Technologies and any other projects.
Other examples could include potential business

acquisitions that would be suitable for either Deep Field Technologies or
iVoice, activities undertaken by iVoice in the future that could be in direct
competition with Deep Field Technologies, or the resolution of disputes arising
out of the agreements governing the relationship between iVoice and Deep Field
Technologies following the Distribution. Also, the appearance of conflicts, even
if such conflicts do not materialize, might adversely affect the public's
perception of Deep Field Technologies following the Distribution. Furthermore,
Deep Field Technologies does not have any formal procedure for resolving such
conflicts of interest should they arise following the Distribution.

Deep Field Technologies' 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.

Deep Field Technologies stockholders may experience significant dilution if
future equity offerings are used to fund operations or acquire businesses.

On March 9, 2005, we obtained a non-binding letter of commitment from
Cornell Capital Partners to provide a $10 million standby equity line of
credit. If working capital or future acquisitions are financed through the
issuance of equity securities, such as through the possible sale of Class A
Common Stock on the terms of the non-binding commitment from Cornell Capital
Partners, L.P. (see "Certain Relationships and Related Transactions"
beginning on page __), Deep Field Technologies stockholders would experience
significant dilution. In addition, the conversion of outstanding debt
obligations into equity securities would have a dilutive effect on Deep Field
Technologies' shareholders. Further, securities issued in connection with
future financing activities or potential acquisitions may have rights and
preferences senior to the rights and preferences of the Deep Field
Technologies Class A Common Stock.

Except for the potential sale of Class A Common Stock to Cornell
Capital partners on the terms of the non-binding letter of commitment, Deep
Field Technologies has no expectations or plans to conduct future equity
offerings. Management believes that, if the transaction contemplated by the
non-binding commitment are consummated, the Company will have sufficient
capital resources to conduct its business as currently planned over the
12-month period following the Distribution. However, Cornell Capital
Partners is under no obligation to execute any definitive agreements with
Deep Field Technologies. Furthermore, if a definitive agreement is executed,
Cornell Capital Partners is under no obligation to purchase shares of Class A
Common Stock unless certain conditions are satisfied by Deep Field
Technologies, including completion of the Distribution, listing our Class A
Common Stock on the Over-the-Counter Bulletin Board and having the
registration statement relating to such Class A Common Stock declared
effective. If Cornell Capital Partners does not execute the definitive
agreements or Deep Field Technologies cannot satisfy the requirements for
Cornell Capital Partners to purchase the Class A Common Stock under the
terms of the definitive documents, we will not have sufficient capital
resources to conduct our business on a long-term basis, which would have a
material adverse effect on us and our financial condition. Management
believes that its going-

forward expenses over the next 12 months will be approximately $240,000 and,
assuming that Deep Field Technologies has no revenues, Deep Field Technologies
expects to have aggregate cash expenditures of approximately $240,000 which
includes salaries of Deep Field Technologies' officers and employees for the
year ending December 31, 2005. Management has no current plan to hire additional
employees, perform additional research and development or purchase additional
equipment or services beyond the requirements of the administrative services
agreement with iVoice. Management believes that the deficiency between the
Company's expenses and net revenues will be more than covered by the cash
available from the proceeds of the secured promissory notes. If there are
additional deficiencies that are in excess of the proceeds of the secured
promissory notes, and Deep Field Technologies is unable to obtain funds from the
equity line of credit, management believes that Deep Field Technologies can
limit its operations, defer payments to management and maintain its business at
nominal levels until it can identify alternative sources of capital.

The trend toward consolidation in Deep Field Technologies' industry may
impede its ability to compete effectively.

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

Deep Field Technologies faces intense price-based competition for licensing
of its products which could reduce profit margins.

Price competition is often intense in the software market, especially
for computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future,
resulting in reduced profit margins. Neither iVoice nor Deep Field
Technologies has experienced any pressure from price competition on the
pricing of its Unified Messaging software products in the past, but Deep
Field Technologies believes that this pressure could occur in the future.

Deep Field Technologies may be unsuccessful in adapting to changes in the
dynamic technological environment of telecommunications in a timely manner.

Critical issues concerning the commercial use of telecommunications,
including security, reliability, cost, ease of use, accessibility, quality of
service or potential tax or other government regulation, remain unresolved
and may affect the use of telecommunications as a medium to distribute or
support our software products and the functionality of some of our products.
If we are unsuccessful in timely assimilating changes in the
telecommunications environment into our

business operations and product development efforts, our future net revenues and
operating results could be adversely effected.

Deep Field Technologies may be unsuccessful in continuing existing
distribution channels or in developing new distribution channels.

Due to our limited operating history, we currently offer products
directly to end-users and through dealer and reseller channels established by
iVoice. We intend to assume iVoice's relationships and contractual
arrangements with these dealers and resellers. However, there can be no
assurance that these dealers and resellers will wish to continue their
existing arrangements, or create new arrangements, with us. If we cannot
continue to use iVoice's existing dealer and reseller channels, we will need
to develop a new network of dealers and resellers. However, we may not be
able to effectively develop our own network of resellers and dealers to
distribute our software products. If we cannot assume iVoice's existing
distribution channels and we cannot develop our own new distribution channels
this would have a material adverse effect on us and our financial condition.
The adoption of new channels may adversely impact existing channels and/or
product pricing, which may reduce our future revenues and profitability.

Restrictive product return policies may limit Deep Field Technologies' sales
and penetration into the marketplace.

Deep Field Technologies only permits returns from authorized dealers
and resellers of unused inventory, subject to the consent of the Company and
a twenty-five percent restocking fee. End users who purchase products
directly from Deep Field Technologies may not return such products to Deep
Field Technologies under any circumstances. Such policies may deter
resellers and end users from purchasing our products in a competitive and
quickly evolving marketplace, and have a material adverse effect on our
ability to remain competitive with similar products.

Deep Field Technologies may depend on distribution by resellers and
distributors for a significant portion of revenues.

We may distribute some of our products through resellers and
distributors. We intend to assume iVoice's existing relationships and
contractual relationships with its resellers and distributors. To
effectively do so, we must establish and maintain good working relationships
with these resellers and distributors. If we are unsuccessful in
establishing and maintaining relationships with iVoice's existing resellers
and distributors or with new resellers and distributors, or if these
resellers and distributors are unsuccessful in reselling our products, our
future net revenues and operating results may be adversely affected. Deep
Field Technologies does not have any material relationship with any single
distributor or reseller.

The limited scope of results of Deep Field Technologies' research and
development may limit the ability of Deep Field Technologies to expand or
maintain its sales and products in a competitive marketplace.

Deep Field Technologies currently has no plans to engage in research
and development of new products or improvements on existing technologies.
Failure to engage in such research and to develop new technologies or
products or upgrades, enhancements, applications or uses for

existing technologies may place Deep Field Technologies at a competitive
disadvantage in the marketplace for its products. As no current research and
development program currently exists within Deep Field Technologies, any future
research and development programs could cause us to incur substantial fixed
costs which may result in such programs being prohibitively expensive to
initiate without substantial additional financing being obtained on favorable
terms. Also, the lack of any current research and development program may result
in an extended launch period for a research and development program at a point
in our business when time is of the essence. These delays could have a material
adverse effect on the amount and timing of future revenues.

Such limited research and development may also adversely affect the
ability of Deep Field Technologies to test any new technologies which may be
established in the future in order to determine if they are successful. If
they are not technologically successful, our resulting products may not
achieve market acceptance and our products may not compete effectively with
products of our competitors currently in the market or introduced in the
future.

If Deep Field Technologies must restructure its operations, valuable
resources will be diverted from other business objectives.

We intend to continually evaluate our product and corporate strategy.
We have in the past undertaken, and will in the future undertake,
organizational changes and/or product and marketing strategy modifications.
These organizational changes increase the risk that objectives will not be
met due to the allocation of valuable limited resources to implement
changes. Further, due to the uncertain nature of any of these undertakings,
these efforts may not be successful and we may not realize any benefit from
these efforts.

Potential software defects and product liability could result in delays in
market acceptance, unexpected costs and diminished operating results.

Software products frequently contain errors or defects, especially when
first introduced or when new versions or enhancements are released. Defects
and errors could be found in current versions of our products, future
upgrades to current products or newly developed and released products.
Software defects could result in delays in market acceptance or unexpected
reprogramming costs, which could materially adversely affect our operating
results. Most of our license agreements with customers contain provisions
designed to limit our exposure to potential product liability claims. It is
possible, however, that these provisions limiting our liability may not be
valid as a result of federal, state, local or foreign laws or ordinances or
unfavorable judicial decisions. A successful product liability claim may
have a material adverse effect on our business, operating results and
financial condition.

Deep Field Technologies relies on third party technologies which may not
support Deep Field Technologies products.

Our software products are designed to run on the Microsoft(R)
Windows(R) operating system and with industry standard hardware. Although we
believe that the operating systems and necessary hardware are and will be
widely utilized by businesses in the corporate market, businesses may not
actually adopt such technologies as anticipated or may in the future migrate
to other computing technologies that we do not support. Moreover, if our
products and

technology are not compatible with new developments from industry leaders such
as Microsoft, our business, results of operations and financial condition could
be materially and adversely affected.

Deep Field Technologies faces aggressive competition in many areas of the
business, and the business will be harmed if Deep Field Technologies fails to
compete effectively.

We encounter aggressive competition from numerous competitors in many
areas of our business. Many of our current and potential competitors have
longer operating histories, greater name recognition and substantially
greater financial, technical and marketing resources than we have. We may not
be able to compete effectively with these competitors. Our competition may
engage in research and development to develop new products and periodically
enhance existing products in a timely manner, while we have no established
plan or intention to engage in any manner of research or development. We
anticipate that we may have to adjust the prices of many of our products to
stay competitive. In addition, new competitors may emerge, and entire
product lines may be threatened by new technologies or market trends that
reduce the value of these product lines. The market in which we compete is
influenced by the strategic direction of major computer hardware
manufacturers and operating system software providers.

We may not be able to access sufficient funds when needed.

We are dependent on external financing to fund our operations. Our
financing needs are expected to be provided, through the possible sale of
Class A Common Stock on the terms of the non-binding letter of intent to
provide an equity line of credit from Cornell Capital Partners.

However, Cornell Capital Partners is under no obligation to execute any
definitive agreements with Deep Field Technologies. Furthermore, if
definitive agreements are executed Cornell Capital Partners is under no
obligation to purchase any shares of Class A Common Stock, Cornell Capital
Partners will be obligated to purchase shares of Class A Common Stock only
upon the satisfaction of certain conditions being met by Deep Field
Technologies, including completing of the Distribution, listing our Class A
Common stock on the Over-the-Counter Bulletin Board and having the
registration statement relating to such Class A Common Stock declared
effective. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and capital Resources." If Cornell
Capital Partners does not execute the definitive agreements or Deep Field
Technologies cannot satisfy the requirements for Cornell Capital Partners to
purchase the Class A Common Stock under the terms of the definitive
documents, we will not have sufficient capital resources to operate our
business and we have no current plans to obtain other financing. If we
obtain the equity line of credit, we cannot assure you that we will be able
to access such financing in sufficient amounts or at all when needed. Our
inability to obtain sufficient financing would have an immediate material
adverse effect on us, our financial condition and our business.
Our obligations under the secured promissory notes are secured by
substantially all of our assets.

Our obligations under the secured promissory notes issued to Cornell
Capital Partners are secured by substantially all of our assets. As a
result, if we default under the terms of the

secured promissory notes, Cornell Capital Partners could foreclose its security
interest and liquidate all of our assets. This would cause operations to cease.

Jerome Mahoney, the Chairman of the Board of Deep Field Technologies, may
have control over the management and direction of Deep Field Technologies.

Mr. Mahoney will have the right to convert $190,000 of indebtedness,
together with any accrued but unpaid interest on such indebtedness, into
190,000 shares (not including shares receivable upon conversion of accrued
and unpaid interest on the promissory note) of Deep Field Technologies Class
B Common Stock, which Class B Stock is convertible into the number of shares
of Class A Common Stock determined by dividing the number of shares of Class
B Common Stock being converted by a 20% discount of the lowest price at which
iVoice had ever issued its Class A Common Stock. Interest accrues on the
outstanding principal balance of the note at a rate of 2% per annum. There
is no limitation on the number of shares of Class A Common Stock we may be
required to issue to Mr. Mahoney upon the conversion of this indebtedness.
Each share of Class B Common Stock has voting rights equal to 100 shares of
Class A Common Stock. If Mr. Mahoney converts his indebtedness into 190,000
shares of Class B Common Stock, he will have voting rights equal to
19,000,000 shares of Class A Common Stock and will have control over the
management and direction of Deep Field Technologies, including the election
of directors, appointment of management and approval of actions requiring the
approval of stockholders.

Deep Field Technologies' management team is new and its working
relationships are untested.

We have only recently assembled our management team as part of the
Distribution and changes in our operating structure. Some members of our
management team have worked with each other in the past, although at this
time we cannot assess the effectiveness of their working relationships after
the Distribution. As a result, we may be unable to effectively develop and
sell our software products and Deep Field Technologies, as a business, may
fail.

Deep Field Technologies relies on intellectual property and proprietary
rights which may not remain unique to Deep Field Technologies.

We regard our software as proprietary and underlying technology as
proprietary. We seek to protect our proprietary rights through a combination
of confidentiality agreements and copyright, patent, trademark and trade
secret laws.

We do not have any patents or statutory copyrights on any of our
proprietary technology that we believe to be material to our future success.
Our future patents, if any, may be successfully challenged and may not
provide us with any competitive advantages. We may not develop proprietary
products or technologies that are patentable and other parties may have prior
claims.

In selling our products, we rely primarily on shrink-wrap licenses that
are not signed by licensees. Therefore, such licenses may be unenforceable
under the laws of some jurisdictions. In addition, existing copyright laws
afford limited practical protection. Furthermore, the laws of

some foreign countries do not offer the same level of protection of our
proprietary rights as do the laws of the United States.

Patent, trademark and trade secret protection is important to us
because developing and marketing new technologies and products is
time-consuming and expensive. We do not own any U.S. or foreign patents or
registered intellectual property. We may not obtain issued patents or other
protection from any future patent applications owned by or licensed to us.

Our competitive position is also dependent upon unpatented trade
secrets. Trade secrets are difficult to protect. Our competitors may
independently develop proprietary information and techniques that are
substantially equivalent to ours or otherwise gain access to our trade
secrets, such as through unauthorized or inadvertent disclosure of our trade
secrets.

There can be no assurance that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently
develop similar technology substantially equivalent or superseding
proprietary technology. Furthermore, there can be no assurance that any
confidentiality agreements between us and our employees will provide
meaningful protection of our proprietary information, in the event of any
unauthorized use or disclosure thereof. As a consequence, any legal action
that we may bring to protect proprietary information could be expensive and
may distract management from day-to-day operations.

Deep Field Technologies may become involved in future litigation, which may
result in substantial expense and may divert our attention from the
implementation of our business strategy.

We believe that the success of our business depends, in part, on
obtaining intellectual property protection for our products, defending our
intellectual property once obtained and preserving our trade secrets.
Litigation may be necessary to enforce our intellectual property rights, to
protect our trade secrets and to determine the validity and scope of our
proprietary rights. Any litigation could result in substantial expense and
diversion of our attention from our business, and may not adequately protect
our intellectual property rights.

In addition, we may be sued by third parties which claim that our
products infringe the intellectual property rights of others. This risk is
exacerbated by the fact that the validity and breadth of claims covered in
technology patents involve complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against
us, whether valid or not, could result in substantial costs, place a
significant strain on our financial resources, divert management resources
and harm our reputation. Such claims could result in awards of substantial
damages, which could have a material adverse impact on our results of
operations. In addition, intellectual property litigation or claims could
force us to:

o cease licensing, incorporating or using any of our products that
incorporate the challenged intellectual property, which would
adversely effect our revenue;

o obtain a license from the holder of the infringed intellectual
property right, which license may not be available on reasonable
terms, if at all; and

o redesign our products, which would be costly and time-consuming.

Deep Field Technologies may incur increased expenses after the administrative
services agreement with iVoice is terminated.

In connection with its spin-off, Deep Field Technologies has entered
into an administrative services agreement with iVoice. Under this agreement,
iVoice is providing Deep Field Technologies with services in such areas as
inventory purchasing, material and inventory control, employee benefits
administration, payroll, financial accounting and reporting, and other areas
where Deep Field Technologies needs assistance and support. The agreement
will continue following the completion of the Distribution on a
month-to-month basis. Upon termination of the agreement, Deep Field
Technologies will be required to obtain such services from a third party or
increase its headcount to provide such services. This could be more
expensive than the fees which Deep Field Technologies has been required to
pay under the administrative services agreement.

Risks Relating to the Distribution

The Distribution may cause the trading price of iVoice common stock to
decline.

The combined trading prices of iVoice common stock and the Deep Field
Technologies Class A Common Stock after the Distribution may be less than the
trading price of iVoice common stock immediately prior to the Distribution.
Further, the combined trading prices of iVoice common stock, the Deep Field
Technologies Class A Common Stock and the common stock of each of the two
other new companies being distributed to iVoice stockholders after the
Distribution and the two other distributions may be less than the trading
price of iVoice common stock immediately prior to these distributions.

Substantial sales of shares of Deep Field Technologies Class A Common Stock
may have an adverse impact on the trading price of the Deep Field
Technologies Class A Common Stock.

After the Distribution, some Deep Field Technologies stockholders may
decide that they do not want shares in a company consisting of the Unified
Messaging software operations, and may sell their Deep Field Technologies
common stock following the Distribution.

Based on the number of shares of iVoice common stock anticipated to be
outstanding on the record date and the number of shares of iVoice common
stock anticipated to be outstanding on the Record Date and that will actually
participate in the Distribution, iVoice will distribute to

iVoice stockholders a total of approximately 10,000,000 shares of Deep Field
Technologies Class A Common Stock. Under the United States federal securities
laws, substantially all of these shares may be resold immediately in the public
market, except for (1) shares of Deep Field Technologies Class A Common Stock
held by affiliates of Deep Field Technologies or (2) shares which are issued in
respect of restricted shares of iVoice common stock. Deep Field Technologies
cannot predict whether stockholders will resell large numbers of shares of Deep
Field Technologies Class A Common Stock in the public market following the
Distribution or how quickly they may resell these shares of Deep Field
Technologies Class A Common Stock. If Deep Field Technologies stockholders sell
large numbers of shares of Deep Field Technologies Class A Common Stock over a
short period of time, or if investors anticipate large sales of shares of Deep
Field Technologies Class A Common Stock over a short period of time, this could
adversely affect the trading price of the Deep Field Technologies Class A Common
Stock.

There has not been any prior trading market for the Deep Field Technologies
Class A Common Stock and a trading market for the Deep Field Technologies
Class A Common Stock may not develop.

There is no current trading market for the Deep Field Technologies
Class A Common Stock, although a when-issued trading market may develop prior
to completion of the Distribution. We anticipate that the Deep Field
Technologies Class A Common Stock will be listed on the Over-the-Counter
Bulletin Board under the proposed symbol "___."

Shares of Deep Field Technologies Class A Common Stock may not be
actively traded or the prices at which the Deep Field Technologies Class A
Common Stock will trade may be low. Some of the iVoice stockholders who
receive Deep Field Technologies Class A Common Stock may decide that they do
not want shares in a company consisting of a Unified Messaging software
business, and may sell their shares of Deep Field Technologies Class A Common
Stock following the Distribution. This may delay the development of an
orderly trading market in Deep Field Technologies Class A Common Stock for a
period of time following the Distribution. Until the shares of Deep Field
Technologies Class A Common Stock are fully distributed and an orderly market
develops, the prices at which the Deep Field Technologies Class A Common
Stock trade may fluctuate significantly and may be lower than the price that
would be expected for a fully distributed issue. Prices for Deep Field
Technologies Class A Common Stock will be determined in the marketplace and
may be influenced by many factors, including the depth and liquidity of the
market for the shares, Deep Field Technologies' results of operations, what
investors think of Deep Field Technologies and the unified messaging software
industry, changes in economic conditions in the unified messaging software
industry, and general economic and market conditions. Market fluctuations
could have a material adverse impact on the trading price of the Deep Field
Technologies Class A Common Stock.

Our 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 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. 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 of 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 in investment in a
penny stock is a suitable investor for a prospective investor. These
requirements may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for
investors in our common stock to sell shares to third parties or to otherwise
dispose of them. This could cause our stock price to decline.

If we are able to sell shares of our Class A Common Stock to Cornell Capital
Partners, stockholders would experience significant dilution from such sale
of shares.

Under the terms of the non-binding letter of intent received by Deep
Field Technologies, if we executed definitive agreements and satisfy the
conditions therein, Deep Field Technologies may issue and sell to Cornell
Capital Partners shares of Class A Common Stock for a total purchase price of
up to $10.0 million. As stated above under " -- We may not be able to access
sufficient funds when needed," the commitment provides that our ability to
obtain funds under any definitive agreement will be subject to the
satisfaction of certain conditions that we may not be able to satisfy. See
also "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources." If we consummate the
transactions contemplated by the commitment and are able to sell such shares
of Class A Common Stock to Cornell Capital Partners, such sale of shares
will have a dilutive impact on our stockholders. As a result, our net income
per share could decrease in future periods, and the market price of our Class
A Common Stock could decline. In addition, if our stock price declines, the
price at which we sell such shares to Cornell Capital Partners could
decrease, and we would need to issue a greater number of shares of Class A
Common Stock. If our stock price is lower, then Deep Field Technologies
stockholders would experience greater dilution.

The Distribution of Deep Field Technologies Class A Common Stock may result
in tax liability to you.

You will be required to pay income tax on the value of your shares of
Deep Field Technologies Class A Common Stock received to the extent of the
current or accumulated earnings and profits of iVoice. Any excess will be
treated as a tax-free return of capital and thereafter as capital gain. You
are advised to consult your own tax advisor as to the specific tax
consequences of the Distribution.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information included in this prospectus may contain 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. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

This prospectus contains forward-looking statements, 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 of Financial Conditions and Results of Operations" and "Our
Business," as well as in this prospectus 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 prospectus generally. In
light of these risks and uncertainties, there can be no assurance that the
forward-looking statements contained in this prospectus will in fact occur.

USE OF PROCEEDS

Deep Field Technologies will receive no proceeds from the distribution
of securities in this Distribution.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion in conjunction with our
audited financial statements and related notes included elsewhere in this
prospectus. Our fiscal year currently ends on December 31, and each of our
fiscal quarters ends on the final day of a calendar quarter (each March 31,
June 30 and September 30). The following discussion contains forward-looking
statements. Please see "Cautionary Statement Regarding Forward-Looking
Statements" for a discussion of uncertainties, risks and assumptions
associated with these statements.

Overview

Deep Field Technologies has traditionally operated as a non-reporting
component of iVoice and accordingly the financial statements discussed below
have been derived from the consolidated financial statements and accounting
records of iVoice, and reflect significant assumptions and allocations.
These financial statements do not necessarily reflect the financial position,
results of operations and cash flows of Deep Field Technologies had it been a
stand-alone entity.

Deep Field Technologies seeks to leverage the value of underutilized
developed technology and believes that the transition to an independent
company will provide Deep Field

Technologies with greater access to capital. This should provide needed
financial resources to potentially penetrate the market and distribute the
product. As such, Deep Field Technologies' business will be formed from the
contribution by iVoice of certain assets and related liabilities on or about the
effective date of the registration statement of which this prospectus is a part.
In connection with a reorganization of iVoice, immediately prior to the
Distribution, iVoice will transfer to Deep Field Technologies its Unified
Messaging software business and related liabilities, including all intellectual
property of iVoice relating to the Unified Messaging software business. The
board and management of iVoice has elected not to transfer any part of the
working cash balance of iVoice to Deep Field Technologies. Based upon the
current intention of Deep Field Technologies not to conduct any research and
development or hire additional employees and instead focus on the sale of the
existing Unified Messaging technology, the board has determined that, on
balance, Deep Field Technologies has the ability to satisfy its working capital
needs as a whole. The board and management of iVoice also determined that Deep
Field Technologies has the ability to obtain financing to satisfy any addition
working capital needs as a stand-alone company.

The emerging nature of the unified messaging industry and unforeseen
expenses from the separation from iVoice, make it difficult to assess the
future growth of Deep Field Technologies.

The Unified Messaging software business has operated at a loss in the
past for iVoice, and as an independent company such losses may continue or
increase. Additionally, Deep Field Technologies' business has relied on
iVoice for financial, administrative and managerial expertise in conducting
its operations. Following the Distribution, Deep Field Technologies will
develop and maintain its own credit and banking relationships and perform its
own financial and investor relations functions. Deep Field Technologies may
not be able to successfully put in place the financial, administrative and
managerial structure necessary to operate as an independent public company,
and the development of such structure will require a significant amount of
management's time and other resources.

Deep Field Technologies has received a going concern opinion from its
auditors. Its continuation as a going concern is dependent upon obtaining
the financing necessary to operate its business. Our financing needs are
expected to be provided, in large part, from the sale of Class A Common
Stock to Cornell Capital Partners pursuant to the terms of definitive
documents executed pursuant to the non-binding letter of intent Deep Field
Technologies has received from Cornell Capital. Such Class A Common Stock
would then be sold to Cornell Capital Partners at the discretion of the
Company to fund working capital needs. However, Cornell Capital Partners is
under no obligation to execute any definitive agreements with Deep Field
Technologies. Furthermore, Cornell Capital Partners is under no obligation
to purchase any shares of Class A Common Stock until the execution of the
definitive agreements, following which Cornell Capital Partners will be
obligated to purchase shares of Class A Common Stock only upon the
satisfaction of certain conditions being met by Deep Field Technologies,
including completing of the Distribution, listing our Class A Common Stock on
the Over-the-Counter Bulletin Board and having the registration statement
relating to the Standby Equity Distribution Agreement declared effective.
See "-- Liquidity and Capital Resources." If Cornell Capital Partners does
not execute the definitive agreements or Deep Field Technologies cannot
satisfy the requirements for Cornell Capital Partners to purchase the Class
A Common Stock under the terms of any definitive documents, we will not be
able to obtain sufficient capital resources to operate our business, and

we have no current plans to obtain other financing. We cannot assure you that we
will be able to access any financing in sufficient amounts or at all when
needed. Our inability to obtain sufficient financing would have an immediate
material adverse effect on us, our financial condition and our business.

Separation from iVoice

Deep Field Technologies was incorporated under the laws of the State of
New Jersey on November 10, 2004, as a wholly-owned subsidiary of iVoice. Deep
Field Technologies will have no material assets or activities until the
contribution of the IVR software business described in this prospectus. After
the Distribution, Deep Field Technologies will be an independent public
company, with iVoice having no continuing ownership interest in Deep Field
Technologies.

Separation From iVoice

Deep Field Technologies was incorporated under the laws of the State of
New Jersey on November 10, 2004 as a wholly-owned subsidiary of iVoice. Deep
Field Technologies will have no material assets or activities until the
contribution of the Unified Messaging software business described in this
prospectus. After the Distribution, Deep Field Technologies will be an
independent public company, with iVoice having no continuing ownership
interest in Deep Field Technologies.

On November 11, 2004, Deep Field Technologies received by assignment
all of the interests in and rights and title to, and assumed all of the
obligations of, all of the agreements, contracts, understandings and other
instruments of iVoice Technology 2, Inc., a Nevada corporation and affiliate
of Deep Field Technologies. These agreements, contracts, understandings and
other instruments consisted of the documentation relating to the issuance of
the secured convertible debentures and the equity line of credit, the
employment agreements with Messrs. Mahoney and Meller and the administrative
services agreement. Since this assignment, iVoice Technology 2 has no
operating business, assets or known liabilities, and is currently in the
process of being dissolved. When we refer to or describe any agreement,
contract or other written instrument of Deep Field Technologies in this
prospectus, we are referring to an agreement, contract or other written
instrument that had been entered into by iVoice Technology 2 and assigned to
Deep Field Technologies.

Deep Field Technologies' financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States, and reflect the historical financial position, results of operations,
and cash flows of the business to be transferred to Deep Field Technologies
from iVoice as part of the Distribution. The financial information included
in this prospectus, however, is not necessarily indicative of what Deep Field
Technologies' results of operations or financial position would have been had
it operated as an independent company during the periods presented, nor is it
necessarily indicative of its future performance as an independent company.

Deep Field Technologies will operate the Unified Messaging software
business. This business has historically operated as a non-reportable
segment of iVoice due to its low sales volume and business activity relative
to iVoice's other business activities. Even if Deep Field

Technologies was to operate the Unified Messaging business on a stand alone
basis, management is uncertain that sufficient cash to sustain its operations
will be generated in the next twelve months, or beyond, by the sales activity of
Unified Messaging. Deep Field Technologies intends to use a portion of the
proceeds from any financing arrangements, on sales and marketing efforts for
Unified Messaging. It is unclear whether such efforts will result in a
reasonably successful operating business due to iVoice's previous lack of sales
and marketing efforts on Unified Messaging, Deep Field Technologies' lack of
operating history, the current economic environment and, more specifically, the
uncertainty of the telecommunications market.

Upon effectiveness of the registration statement of which this
prospectus is a part, Deep Field Technologies will be allocated the iVoice
corporate assets, liabilities and expenses related to the Unified Messaging
software business, including the Unified Messaging software and all
intellectual property of iVoice relating to the Unified Messaging software
business and the assignment of iVoice's existing agreements and arrangements
with dealers and resellers. This allocation of assets, liabilities and
expenses will be based on an estimate of the proportion of such amounts
allocable to Deep Field Technologies, utilizing such factors as total
revenues, employee headcount and other relevant factors. Deep Field
Technologies believes that these allocations have been made on a reasonable
basis. Deep Field Technologies believes that all costs allocated to Deep
Field Technologies are a reasonable representation of the costs that Deep
Field Technologies would have incurred if Deep Field Technologies had
performed these functions as a stand-alone company.

In conjunction with the separation of the Unified Messaging software
business from iVoice, Deep Field Technologies entered into an administrative
services agreement with iVoice for the provision of certain services by
iVoice to Deep Field Technologies following the Distribution. This agreement
will continue on a month to month basis until Deep Field Technologies has
found replacement services for those services being provided by iVoice or can
provide these services for itself. See "Relationship Between iVoice and Deep
Field Technologies Following the Distribution" for a description of this
administrative services agreement. Following the termination of the
administrative services agreement, we expect that Deep Field Technologies
will operate on a completely stand-alone basis from iVoice and there will be
no business or operating relationship between iVoice and Deep Field
Technologies. Deep Field Technologies has no current intention to terminate
the administrative services agreement, seek replacement services or provide
services for itself in the near future.

iVoice announced in September 2004 its intention to distribute our
shares to its stockholders upon effectiveness of required Securities and
Exchange Commission filings, including this registration statement.

Results of Operations for the Year Ended December 31, 2004 as Compared
with the Year Ended December 31, 2003

All revenues reported by Deep Field Technologies are derived from the
sale or license of our unified messaging systems, which store all messages in
one location for access, typically a groupware database with one single list
of users for e-mail, voice, telephones and computers. Total revenues for the
years ended December 31, 2004 and December 31, 2003 were $7,344 and
$8,505, respectively. The Unified Messaging business has only operated as
a division of iVoice

and has never operated on a stand-alone basis. The low sales volume of the
Unified Messaging business is attributable to the minimal resources made
available by iVoice for the sales and marketing of the Unified Messaging
software products. Management feels that the sales of the Unified Messaging
software products may increase if greater financial and operational resources
are made available for the sales and marketing of the products. If Deep Field
Technologies can obtain funds under the equity line of credit, Deep Field
Technologies will be able to devote more resources to operating the business.
See " -- Liquidity and Capital Resources."

Gross margin for the years ended December 31, 2004 and December
31, 2003 was $4,992 (68.0%) and $5,058 (59.5%), respectively. The
decrease in gross margin percentage is a result of a change in the products
and services mix being sold. The net decrease in gross margin dollars is the
result of reduced sales. In an attempt to garner increased market share Deep
Field Technologies also offered demonstration units and other incentives to
selected dealers and value added resellers.

Total operating expenses increased to $125,738 for the year ended
December 31, 2004 from $24,288 for the year ended December 31, 2003,
an increase of $101,450. This increase in the current year is
attributable to accrued professional and consulting fees in connection with
financing the operation of the business and the anticipated registration of
shares of Deep Field Technologies.

The loss from operations for the year ended December 31, 2004 was
$(120,746) compared to $(19,230) for the year ended December 31, 2003,
an increase of $101,516. As discussed above, this increase was attributable
to accrued professional and consulting fees in connection with financing the
operating of the business and the anticipated registration of shares of Deep
Field Technologies.

Other expenses for the year ended December 31, 2004 were $73,515 as
compared to $9,708 for the year ending December 31, 2003, an increase of
$63,807. During the year ended December 31, 2004, Deep Field Technologies
recorded $77,953 of interest and financing costs primarily from debt
conversion discounts on the issuance of $400,000 of secured convertible
debentures. These costs were offset by increases in other income of $2,272
related to the write-off of certain accounts payable and $2,115 in interest
income. In future periods, Deep Field Technologies will incur additional
interest expense on and additional fees related to borrowings from the
promissory notes issued in replacement of the convertible debentures and, if
the equity line of credit is consummated, the anticipated sale of shares to
fund working capital needs. There is no assurance that Deep Field
Technologies will enter into the equity line of credit, or, if it does obtain
such line of credit, that it will be able to raise funds by selling its
common stock.

Liquidity and Capital Resources

To date, Deep Field Technologies has incurred substantial losses, and
will require financing for working capital to meet its operating obligations.
We anticipate that we will require financing on an ongoing basis for the
foreseeable future.

If we execute definitive documentation and satisfy necessary
conditions under the equity line of credit described in our non-binding
letter of commitment with Cornell Capital Partners,

we intend to sell shares of Class A Common Stock as soon as possible following
the completion of the Distribution in order to generate capital necessary to
sustain our operations. In the event that, in the judgment of the Board of
Directors, sufficient capital has not been raised from the proceeds of such
sales for Deep Field Technologies to both sustain its business operations and to
make payment to each of Mr. Mahoney and Mr. Meller, Mr. Mahoney and Mr. Meller
have agreed to accept shares of Deep Field Technologies Class B Common Stock (on
a dollar-per-share basis) in satisfaction of Deep Field Technologies'
obligations under their employment agreements.

In August 2004, the Company entered into an agreement with Sloan
Securities Corporation to as an agent for the private placement of secured
convertible debentures to Cornell Capital Partners, L.P. Under the placement
agent agreement, the Company agreed to issue to Sloan on or about the date of
effectiveness of the registration statement covering the Distribution, a
number of shares of Class A Common Stock to equal to $10,000 divided by the
closing bid price of the Class A Common Stock on the date of effectiveness of
the registration statement covering the Distribution. On August 12 and
November 19, 2004, Deep Field Technologies issued an aggregate of $400,000 in
secured convertible debentures, with interest payable at 5% per annum, to
Cornell Capital Partners. On February 28, 2005, Deep Field Technologies'
obligations under the secured convertible debentures were terminated and
replaced with secured promissory notes of the same principal amount, which
notes accrue interest at rate of 12% per annum, but are not convertible into
any equity security of Deep Field Technologies. On February 28, 2005, Deep
Field Technologies borrowed an additional $100,000 pursuant to an additional
promissory note payable to Cornell Capital Partners. In connection with the
issuances of the secured convertible debentures, Deep Field Technologies
paid a fee to Cornell Capital Partners equal to 10% of the aggregate
principal amount of the debentures. When the secured convertible debentures
were terminated, Deep Field Technologies received a credit for fees that
would otherwise have been payable upon the issuance of the $400,000 in
replacement notes. Deep Field Technologies paid Cornell Capital a fee of
$10,000 in connection with its $100,000 borrowing. Deep Field Technologies'
obligations under the secured promissory notes issued to Cornell Capital
Partners are secured by a first priority security interest in substantially
all of its assets. iVoice has also guaranteed the payment of all amounts
payable by Deep Field Technologies pursuant to the secured promissory notes.

Effective August 12, 2004, Deep Field Technologies entered into a
Standby Equity Distribution Agreement with Cornell Capital Partners to obtain
an equity line of credit. On February 28, 2005, Deep Field Technologies
entered into a Termination Agreement with Cornell Capital Partners, pursuant
to which the equity line transaction was terminated. On March 9, 2005, Deep
Field Technologies received a non-binding letter of intent from Cornell
Capital whereby Cornell Capital offered, subject to satisfaction of certain
conditions, to purchase shares of Deep Field Technologies' common stock upon
the terms set forth in the non-binding letter of intent and the definitive
documentation to be executed after satisfaction of those closing conditions.
Pursuant to the terms of the non-binding letter of intent, if the definitive
documentation is executed, Deep Field Technologies may, from time to time,
issue and sell to Cornell Capital Partners Class A Common Stock for a total
purchase price of up to $10.0 million. The purchase price for the shares
would be equal to 95% of the market price, which is defined as the lowest
closing bid price of the Class A Common Stock during the five trading days
following the date that Deep Field Technologies delivers to Cornell Capital
Partners a notice requiring it to

advance funds to us. A cash fee equal to six percent (6%) of the cash proceeds
of the draw down would also be payable at the time of funding. In addition,
Cornell Capital Partners would receive, as additional compensation, the number
of shares of Class A Common Stock equal to one and one half percent (1.5%) of
the number of shares of Class A Common Stock outstanding on the date that a
registration statement in respect of the shares to be distributed pursuant to
the equity line of credit becomes effective.

However, Cornell Capital Partners is under no obligation to execute any
definitive agreements with Deep Field Technologies. Furthermore, Cornell
Capital Partners is under no obligation to purchase any shares of Class A
Common Stock until the execution of the definitive agreements, following
which Cornell Capital Partners will be obligated to purchase shares of Class
A Common Stock only upon the satisfaction of certain conditions being met by
Deep Field Technologies, including completing of the Distribution, listing
our Class A Common Stock on the Over-the-Counter Bulletin Board and having
the registration statement relating to the Standby Equity Distribution
Agreement declared effective. If Cornell Capital Partners does not execute
definitive agreements or Deep Field Technologies cannot satisfy the
requirements for Cornell Capital Partners to purchase the Class A Common
Stock under the terms of the definitive documents, we will not be able to
obtain sufficient capital resources to operate our business, and we have no
current plans to obtain other financing. We cannot assure you that we will
be able to access any financing in sufficient amounts or at all when needed.
Our inability to obtain sufficient financing would have an immediate material
adverse effect on us, our financial condition and our business. Management
believes that its going-forward expenses for the twelve months following the
distribution will be approximately $240,000, which includes salaries for Deep
Field Technologies' officers and employees, and assuming Deep Field
Technologies has no revenues in such period, Deep Field Technologies expects
to incur cash expenditures, for the year ending December 31, 2005 of
approximately $240,000. Management has no current plan to hire additional
employees, perform additional research and development or purchase additional
equipment or services beyond the requirements of the administrative services
agreement with iVoice. Management believes that the deficiency between the
Company's expenses and net revenues will be more than covered by the cash
available from the proceeds of the secured promissory notes. If there are
additional deficiencies that are in excess of the proceeds of the secured
promissory notes, and Deep Field Technologies is unable to obtain funds from
the sale of Class A Common Stock to Cornell Capital Partners, management
believes that Deep Field Technologies can limit its operations, defer
payments to management and maintain its business at nominal levels until it
can identify alternative sources of capital.

Except for these two financing agreements, the Company has no other
significant sources of working capital or cash commitments. However, no
assurance can be given that Deep Field Technologies will enter into the
equity line of credit or raise sufficient funds from such financing
arrangements, or that Deep Field Technologies will ever produce sufficient
revenues to sustain its operations, or that a market will develop for its
common stock for which a significant amount of Deep Field Technologies'
financing is dependent upon.

Upon the date of this prospectus, Deep Field Technologies will assume
an aggregate of $190,000 in liabilities from iVoice and iVoice will assign to
Deep Field Technologies assets having an aggregate book value of $3,000. See
"Selected Historical and Pro Forma Financial Information" contained in the
financial statements of Deep Field Technologies at the back of this

prospectus. Deep Field Technologies believes that the fair value of these assets
may be greater than the book value, although it has not undertaken an appraisal.
The assumed obligations are described below.

Deep Field Technologies has agreed to assume from iVoice upon the date
of this prospectus an outstanding promissory note in the amount of $190,000
payable to Jerry Mahoney. This amount is related to funds that had been
loaned to iVoice in July 2000 that were used to develop the Unified Messaging
software business. The amount of $190,000 includes approximately $24,000 for
interest on the original loan from Jerry Mahoney to iVoice . Deep Field
Technologies, for value received, will promise to pay to Mr. Mahoney the
principal sum of $190,000 that will bear interest at the prime rate plus 2%
per annum on the unpaid balance until paid or until default. Interest
payments will be due annually. All accrued interest becomes due on the date
of any payment of the promissory note. At the time of default (if any) the
interest rate shall increase to 20% until the principal balance has been
paid. Under the terms of the promissory note, at the option of the note
holder, principal and interest can be converted into either (i) one share of
Class B Common Stock of Deep Field Technologies, par value $0.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of Deep Field
Technologies calculated by dividing (x) the sum of the principal and interest
that the note holder has requested to have prepaid by (y) eighty percent
(80%) of the lowest issue price of Class A Common Stock since the first
advance of funds under this note, or (iii) payment of the principal of this
note, before any repayment of interest. Deep Field Technologies has yet to
record this liability on its financial statements, as the promissory note
will not be assumed by Deep Field Technologies until the effectiveness of the
registration statement.

Mr. Mahoney has agreed to forego receiving any shares of Deep Field
Technologies Class A Common Stock or Deep Field Technologies Class B Common
Stock he is or would be entitled to receive in the Distribution by virtue of
his ownership of either iVoice Class A Common Stock or iVoice Class B Common
Stock.

Deep Field Technologies has entered into employment contracts with its
Non-Executive Chairman of the Board of Directors and its President, Chief
Executive Officer and Chief Financial Officer. As consideration, Deep Field
Technologies agreed to pay Mr. Mahoney the sum of $85,000 the first year with
an annual

increase based on the Consumer Price Index every year thereafter. However, when
Deep Field Technologies achieves annual sales equal to or greater than
$2,000,000, Mr. Mahoney's base annual compensation will automatically be
increased to $145,000. Mr. Mahoney will also be entitled to incentive
compensation based upon acquisitions completed by Deep Field Technologies. The
employment agreement with Mr. Mahoney provides for a severance payment to him of
three hundred percent (300%), less $100, of his gross income for services
rendered to Deep Field Technologies in each of the five prior calendar years (or
shorter period during which Mr. Mahoney shall have been employed by Deep Field
Technologies) should his employment be terminated following a change in control,
as defined in the employment agreement.

Deep Field Technologies entered into an employment agreement with Mr.
Meller as of October 1, 2004. Mr. Meller will serve as Deep Field
Technologies' President, Chief Executive Officer and Chief Financial Officer
for a term of five years. As consideration, Deep Field Technologies agreed
to pay Mr. Meller a base salary of $85,000 the first year with an annual
increase based on the Consumer Price Index every year thereafter. However,
when Deep Field Technologies achieves annual sales equal to or greater than
$2,000,000, Mr. Meller's base annual salary will automatically be increased
to $145,000. Mr. Meller will also be entitled to incentive compensation
based upon acquisitions completed by Deep Field Technologies. The employment
agreement with Mr. Meller provides for a severance payment to him of three
hundred percent (300%), less $100, of his gross income for services rendered
to Deep Field Technologies in each of the five prior calendar years (or
shorter period during which Mr. Meller shall have been employed by Deep Field
Technologies) should his employment be terminated following a change in
control, as defined in the employment agreement. Mr. Meller shall also be
paid the sum of $50,000 upon the completion of the Distribution. Mr. Meller
has agreed to forego receipt of the $50,000 until such time that management
believes it has sufficient financing in place to fund this obligation.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of
operations are based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States
of America (GAAP). The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate these estimates,
including those related to bad debts, inventory obsolescence, intangible
assets, payroll tax obligations, and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of certain assets and
liabilities. Actual results may differ from these estimates under different
assumptions or conditions.

We have identified below the accounting policies, revenue recognition
and software costs, related to what we believe are most critical to our
business operations and are discussed throughout Management's Discussion and
Analysis of Financial Condition and Results of Operations where such policies
affect our reported and expected financial results.

Revenue Recognition

With respect to the sale of software license fees, the Company
recognizes revenue in accordance with Statement of Position 97-2, Software
Revenue Recognition (SOP 97-2), as amended, and generally recognizes revenue
when all of the following criteria are met: (1) persuasive evidence of an
arrangement exists generally evidenced by a signed, written purchase order
from the customer, (2) delivery of the software product on Compact Disk (CD)
or other means to the customer has occurred, (3) the perpetual license fee is
fixed or determinable and (4) collectibility, which is assessed on a
customer-by-customer basis, is probable.

With respect to customer support services, upon the completion of one
year from the date of sale, the Company offers customers an optional annual
software maintenance and support agreement for subsequent one-year periods.
Sales of purchased maintenance and support agreements are recorded as
deferred revenues and recognized over the respective terms of the agreements.

The Company derives its revenues from the licensing of its software
product and optional customer support (maintenance) services. Presently,
100% of the revenues reported by the Company are derived from the licensing
of the Company's Unified Messaging software. No revenues have been derived
from the sale of optional customer support services. The Company's standard
license agreement provides for a one-time fee for use of the Company's
product in perpetuity for each computer or CPU in which the software will
reside. The Company's software application is fully functional upon delivery
and implementation and does not require any significant modification or
alteration. The Company also offers customers an optional annual software
maintenance and support agreement for the subsequent one-year periods. Such
maintenance and support services are free for the first year the product is
licensed. The software maintenance and support agreement provides free
software updates, if any, and technical support the customer may need in
deploying or changing the configuration of the software. Generally, the
Company does not license its software in multiple element arrangements
whereby the customer purchases a combination of software and maintenance. In
a typical arrangement, software maintenance services are sold separately from
the software product; are not considered essential to the functionality of
the software and are purchased at the customer's option upon the completion
of the first year licensed.

The Company does not offer any special payment terms or significant
discount pricing. Normal and customary payment terms require payment for the
software license fees when the product is shipped. Payment for software
maintenance is due prior to the commencement of the maintenance period. It
is also the Company's policy not to provide direct customers (as opposed to
resellers and dealers) the right to refund any portion of its license fees.
The Company accepts Visa and MasterCard as well as company checks.

Customers may license the Company's products through our telesales
organization and through promotions or reseller agreements with independent
third parties. Deep Field Technologies only permits returns from authorized
dealers and resellers of unused inventory, subject to the consent of the
Company and a twenty-five percent restocking fee. End users who purchase
products directly from Deep Field Technologies may not return such products
to Deep Field Technologies under any circumstances. Accordingly, the Company
records a provision for product returns and allowances against product
revenue in the same period the revenue is recorded. The estimates are based
on historical sales returns and other known data as well as market and
economic conditions.

Our current products are not sold through retail distribution
channels. Current reseller agreements provide for a limited contractual
right of return and do not provide for future price concessions, minimum
inventory commitments nor is payment contingent upon the reseller's future
sales or our products. Revenues generated from products licensed through
marketing channels where the right of return exists, explicitly or
implicitly, is reduced by reserves for estimated product returns. Such
reserves are estimates based on returns history and current economic and
market trends.

Software Costs

Software license costs are recorded at cost, which approximates fair
market value as of the date of purchase. These costs represent the purchase
of various exploitation rights to certain

software, pre-developed codes and systems developed by a non-related third
party. These costs are capitalized pursuant to Statement of Financial Accounting
Standards ("SFAS") 86, "Accounting for the Costs of Computer Software to be
Sold, Leased or Otherwise Marketed". The Company has adopted SFAS No. 121. The
carrying value of software license costs are regularly reviewed by the Company
and a loss would be recognized if the value of the estimated undiscounted cash
flow benefit related to the asset falls below the unamortized cost. The Company
develops software for licensing to its customers and capitalizes software
development costs when technological feasibility has been established. Software
development costs not qualifying for capitalization are expensed and classified
as research and development expenses in the statements of operations. Research
and development expenses and the capitalization rate will fluctuate from period
to period depending upon the number and status of software development projects
that are in process and the related number of people assigned to those projects.

Purchased software and capitalized software development costs are
amortized using the greater of the revenue method or the straight-line method
with useful lives ranging from three to five years. Amortization expense is
classified in costs of revenue on the statements of operations. Our products
operate on or with other third party software and operating systems. When
determining the useful life of a product we consider factors such as the
current state of the technology, operating systems on which our products run,
competitive products and the potential use of our products by the end user.
Technological advances in software operating systems and other software
technologies on which our products rely may shorten the expected life cycle
of our products. We make an assessment of the useful lives of our products
at each balance sheet date. If that assessment determines that a shortened
product life has occurred, we amortize the remaining unamortized balances
over the new estimated useful life of the product and provide disclosure
regarding a change in estimate in the notes to the financial statements
pursuant to Accounting Principles Board Opinion No. 20 "Accounting Changes."

The Company evaluates the estimated net realizable value of each
software product at each balance sheet date. The estimate is based on
historical and forecasted net revenue for each product. Net revenue is the
product revenue reduced by the estimated costs of revenue and, if in
development, the estimated cost to complete the development of the product.
When the net book value exceeds the estimate of net realizable value, the
Company records a write-down to net realizable value on each product
affected. Management's ability to achieve its revenue forecast is subject to
judgment, competitive pressures, market and economic conditions and
management's ability to successfully license its products to its customers.
A change in one or more of these factors may influence management's
estimates. Accordingly, currently estimated net realizable values are
subject to being reduced resulting in corresponding charges for impairment in
the future.

In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46"), which requires
variable interest entities to be consolidated by the primary beneficiary of
the entity if certain criteria are met. FIN 46 is effective for all new
variable interest entities created after January 31, 2003. For variable
interest entities created or acquired before February 1, 2003, the provisions
of FIN 46 become effective for the Company on September 1, 2003. The Company
does not expect that the adoption of FIN 46 will have a material impact on
its financial position, results of operations or cash flows.

In April, 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." This statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Except as noted below, the Company is required to adopt this
statement by the first quarter of the fiscal year, 2004. Certain provisions
of this statement relating to SFAS No. 133 implementation issues that have
been effective for prior fiscal quarters will continue to be applied in
accordance with their respective effective dates. The Company does not
expect that the adoption of SFAS No. 149 will have a material impact on its
financial position, results of operations or cash flows.

In May, 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
SFAS No. 150 establishes standards for classification and measurement of
certain financial instruments with characteristics of both liabilities and
equity. SFAS No. 150 is effective for the Company on September 1, 2003. The
Company does not expect that the adoption of SFAS No. 150 will have a
material impact on the Company's financial position, results of operations or
cash flows.

OUR BUSINESS

Background

Deep Field Technologies, Inc. (the "Company") was incorporated in New
Jersey on November 10, 2004 as a wholly-owned subsidiary of iVoice, Inc. It
is engaged in the design, manufacture, and marketing of specialized
telecommunication equipment. As of December 31, 2004, the Company employed
no full-time employees and two part-time employees. Following the
Distribution, Deep Field Technologies may seek to expand its operations
through additional sales and marketing activity and the acquisition of
additional businesses. Any potential acquired additional businesses may be
outside the current field of operations of Deep Field Technologies. Deep
Field Technologies may not be able to identify, successfully integrate or
profitably manage any such businesses or operations. Currently, Deep Field
Technologies has no plans, proposals or arrangements, either orally or in
writing, regarding any proposed acquisitions and is not considering any
potential acquisitions

The following description of our business is intended to provide an
understanding of our product and the direction of our initial marketing
strategy. As the Company is in its developmental stages, any focus described
in the following pages may change and different initiatives may be pursued,
at the discretion of Management.

Products

Our flagship product is the Unified Messaging software, which enables
users to access e-mail, voice mail, facsimiles and paging messages in a
single session at a personal computer. The system displays a listing of all
of the user's messages and enables the user to access and control all of his
or her messages with a click of the computer mouse.

Unified Messaging technology provides the power to reach people almost
anywhere, at any time, and the flexibility to allow people to control when
they can be reached. This is based

on a concept of "your time" communications where subscribers can interface with
messages when and how they want. With Unified Messaging, subscribers reduce the
number of places they must check for incoming voice, fax and e-mail messages.
From a single interface, they can check for all message types.

Our Unified Messaging product serves small to medium-sized
organizations, and is designed to support from four to 32 ports. Unified
Messaging provides LAN integration and close integration with other
application servers. The Unified Messaging platform comes complete with
analog and digital networking, allowing communication between geographically
dispersed offices. In addition to the Unified Messaging interface from a
desktop PC, laptop computer or a telephone, Unified Messaging also provides
desktop call management capabilities for individuals and small workgroups.
The Unified Messaging products run on off-the-shelf server hardware and
Microsoft Windows-based server operating systems and interface with a wide
variety of telephony and computer equipment.

Distribution

As a product line of iVoice, Inc., Unified Messaging has produced
minimal sales revenues for the past three fiscal years. In the past, iVoice
devoted limited resources to the marketing of Unified Messaging. The
Company's future revenues depend on its ability to develop a customer base
through the establishment of a reseller channel using various marketing and
sales promotions.

Deep Field Technologies intends to market its products directly, with a
sales force, and through a nationwide network of independent telephone system
dealers, strategic partners and domestic re-sellers. Deep Field Technologies
intends to enter into arrangements with resellers to broaden distribution
channels and to increase its sales penetration to specific markets and
industries. Distributors will be selected based on their access to the
markets, industries and customers that are candidates for the products.

Competition

The Company competes generally with a number of other manufacturers of
supplemental telecommunications software, telecommunications integrators, as
well as application service providers (ASPs), which provide Unified Messaging
software to other businesses and organizations either through internet
servers or telecommunication servers. System design and engineering,
application technical features, built-in speech recognition capabilities and
simplicity of user implementation and administration are the principal
characteristics of our Unified Messaging software that differentiates it from
competing products.

The Unified Messaging market is fragmented and highly competitive. The
Company's major competitors in this market are Lucent Technologies Inc.,
Nortel Networks Limited, Siemens Business Communications Systems, Inc.,
BayPoint Innovations, Comverse Technology, Inc., ActiveVoice LLC and AVT
Corporation. The principal competitive factors in this market include
product pricing and quality, systems features, ease of use and installation,
technical and sales support and product reliability. The Company believes
that its product line of solutions, combined with its professional and
technical services and its extensive customer base, allow it to

compete favorably in this market. However, this market has endured intense price
competition and pressure on margins in the past few years and has experienced
several new market entrants and consolidations of smaller competitors into
larger entities.

No assurance can be given that our competitors will not develop new
technologies or enhancements to their existing products or introduce new
products that will offer superior price or performance features. We expect
our competitors to offer new and existing products at prices necessary to
gain or retain market share. Certain of our competitors have substantial
financial resources, which may enable them to withstand sustained price
competition or a market downturn better than us. There can be no assurance
that we will be able to compete successfully in the pricing of our products,
or otherwise, in the future.

Deep Field Technologies' product strategy emphasizes the development of
software as opposed to hardware, and the use of standard PC-related hardware
components in its products, in part to limit its manufacturing activity.
Deep Field Technologies' manufacturing operations consist primarily of final
assembly and quality control testing of materials, subassemblies and systems.
Deep Field Technologies does not manufacture or perform significant
modifications on any hardware components, and is therefore dependent upon
third-party manufacturers or vendors of certain critical hardware components
such as PCs and voice boards.

Deep Field Technologies' products incorporate a number of commercially
available application cards, voice boards, and other circuitboards that
enable integration with certain telephone systems. Voice boards are available
in quantity from very few domestic suppliers.

The business of the Company is not seasonal. The Company maintains no
special arrangements relating to working capital items, and as far as it is
aware this is standard in the industry. The Company is not subject to
environmental protection regulations during the foreseeable future. The
Company has spent nothing on research and development in the last three
fiscal years. None of Deep Field Technologies' present business is subject
to renegotiation of profits or termination of contracts or subcontracts at
the election of the government.

Product Development

Deep Field Technologies considers its current products to be
competitive with products offered by others in its industry segment. It does
not foresee spending any significant capital on new product development in
the foreseeable future.

To date, Deep Field Technologies has experienced significant
post-release errors and bugs in its products. There can be no assurance that
any of these problems will be avoided in the future, particularly as its
products become more complex and sophisticated.

Business Development

Business development objectives at Deep Field Technologies will be to
focus on three primary functions as listed below:

1. Negotiate and secure a nationwide network of independent
telephone systems dealers and reseller accounts;

2. Negotiate, secure and manage strategic alliances with various
manufacturers of telephone systems and business equipment; and

3. Provide leads for a sales staff which will need to be hired.

Dealer and Reseller Relationships

While we have traditionally sold our product primarily on a direct
basis, we will seek to obtain relationships with independent telephone
systems dealers and resellers that will serve as an extension of our sales
team which has yet to be hired. We will seek to develop relationships with
related telecommunications businesses and professional organizations in order
to develop co-marketing programs that will expand market share for our
products and develop brand recognition. In addition, we hope to enter into
agreements with various resellers who have the marketing capability and
technical expertise to effectively sell our products. We have not entered
into any relationships with any dealers or resellers, nor are we currently
negotiating any such relationships.

Strategic Alliances

Deep Field Technologies' business development efforts will seek to
engage and secure strategic alliances with various manufacturers of telephone
systems and business equipment. By entering into strategic alliances with
companies that offer telecommunications devices or services to businesses or
professional organizations, we will seek to obtain access to an installed
customer base as well as new sales opportunities of our products. Ideally, a
strategic alliance that provides distribution of our software product along
with the manufacturer's own telecommunication equipment could produce the
most widespread distribution and acceptance of our product at minimal
distribution costs. In addition, many of these manufacturers may have
extensive and established reseller channels that could provide an alternative
avenue of distribution for our software. We have not entered into any
strategic alliances, nor are we currently negotiating any such strategic
alliances.

Sales and Marketing

Deep Field Technologies intends to market its products directly and
through a nationwide network of independent telephone system dealers,
strategic partners and domestic re-sellers. Deep Field Technologies intends
to enter into arrangements with resellers to broaden distribution channels
and to increase its sales penetration to specific markets and industries.
Distributors will be selected based on their access to the markets,
industries and customers that are candidates for the products.

The Company is actively seeking strategic relationships with companies
to build its developing partner program. The partner program will be built
by establishing relationships in basic areas consisting of software and
technology solution partners and system integration partners. These
relationships will enhance the Company's technological strength, improve its
market position, facilitate shorter time-to-market, enhance its ability to
deliver end-to-end solutions, and broaden its market coverage.

Developing market possibilities will be crucial to our success.
However, we cannot provide any assurance that we will be able to effectively
market and sell our products for these uses or that they will be accepted by
our perceived market.

Intellectual Property Rights

We regard some features of our Unified Messaging software and
documentation to be proprietary intellectual property. We have been and will
be dependent in part on our ability to protect our proprietary technology.
We will seek to use copyright, trademarks, trade secret laws, confidentiality
agreements and other measures if necessary to establish and protect our
rights in our proprietary technology. We have not filed any provisional
patent applications with respect to some of our application and intellectual
property rights. If we were to file for any patent or copyright protection,
we cannot be certain that others will not develop substantially equivalent or
superseding proprietary technology before any patent or copyright protection
is awarded to us. Any provisional patent application requires that we file
one or more non-provisional patent applications within 12 months from the
date of filing to specify the claims asserted for patent protection.
Furthermore, there can be no assurance that any confidentiality agreements
between our employees and us will provide meaningful protection of our
proprietary information in the event of any unauthorized use or disclosure of
such proprietary information.

There can be no assurance that we will not become the subject of claims
of infringement with respect to intellectual property rights associated with
our products. In addition, we may initiate claims or litigation against
third parties for infringement of our proprietary rights or to establish the
validity of our proprietary rights. Any such claims could be time consuming
and could result in costly litigation or lead us to enter into royalty or
licensing agreements rather than disputing the merits of such claims.

Employees

As of December 31, 2004, we had no full-time employees and two
part-time employees. Mr. Meller was hired as our President, Chief Executive
Officer and Chief Financial Officer as of October 1, 2004. We have entered
into employment agreements with our President, Chief Executive Officer and
Chief Financial Officer (Mr. Meller) and our Chairman of the Board (Mr.
Mahoney). Mr. Mahoney and Mr. Meller will only provide services to Deep
Field Technologies on a part-time basis. Many services that would be
provided by employees are currently being provided to Deep Field Technologies
by iVoice under the administrative services agreement. We do not currently
have any plans to hire additional personnel and we expect our current
officers and employees to continue to fulfill orders for Deep Field
Technologies' products received by telephone and over the internet. However,
if Deep Field Technologies can obtain funds under the equity line of credit,
Deep Field Technologies will be able to devote more resources to expanding
its personnel and we expect our current officers and employee to continue to
fulfill orders received by telephone and the internet for Deep Field
Technologies' products. See " Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

Within the industry, competition for key technical and management
personnel is intense, and there can be no assurance that we can retain our
future key technical and managerial

employees or that, should we seek to add or replace key personnel, we can
assimilate or retain other highly qualified technical and managerial personnel
in the future.

Government Regulation

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

We are not subject to any necessary government approval or license
requirement in order to market, distribute or sell our principal or related
products other than ordinary federal, state, and local laws that govern the
conduct of business in general.

Legal Proceedings

Deep Field Technologies is not party to any material legal proceedings,
nor to the knowledge of Deep Field Technologies, is any such proceeding
threatened against it.

Properties

We do not own any real property. We currently co-occupy the same space
as iVoice and are subleasing from iVoice some of the office space located at
750 Highway 34, Matawan, New Jersey. The rent payment for the sublease is
currently included in the administrative services agreement. Following the
Distribution, we intend to continue subleasing such space pursuant to the
administrative services agreement and anticipate no relocation of our offices
in the foreseeable future.

DEEP FIELD TECHNOLOGIES' MANAGEMENT

Deep Field Technologies initially intends to have a board of directors
that will consist of two directors. Listed below is certain information
concerning individuals who are expected to serve as directors and executive
officers of Deep Field Technologies following the Distribution. Mr. Mahoney
is currently a director of iVoice and we anticipate that Mr. Mahoney will
remain a director of both iVoice and Deep Field Technologies following the
Distribution.

Position with Director Term
Name Age Deep Field Technologies, Inc. since Expires
- ----------------- --- ----------------------------- -------- -------

Jerome R. Mahoney 43 Non-Executive Chairman of the Board 2004 2005

Mark Meller 45 Director, President, Chief
Executive Officer and Chief
Financial Officer 2004 2005

Jerome R. Mahoney. Mr. Mahoney is Deep Field Technologies' Chairman of
the Board. He has been a director of iVoice since May 21, 1999. Mr. Mahoney
is also the Chairman of the Board of Trey Resources, Inc. and has been a
director of Trey Resources since January 1, 2002. He is also the Chairman of
the Board of iVoice Technology, Inc. and SpeechSwitch, Inc. and has been a
director of iVoice Technology and SpeechSwitch since August 2004. 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, with which iVoice merged on May 21, 1999. Mr. Mahoney received a
B.A. in finance and marketing from Fairleigh Dickinson University, Rutherford,
N.J. in 1983.

Mark Meller. Mr. Meller has been Deep Field Technologies' President,
Chief Executive Officer and Chief Financial Officer and a director since
October 1, 2004. Mr. Meller has also been the President, Chief Executive
Officer and Chief Financial Officer of Trey Resources and a director of Trey
Resources since September 2003. Since 1988, Mr. Meller has been Chief
Executive Officer of Bristol Townsend & Co., Inc., a New Jersey-based
consulting firm providing merger and acquisition advisory services to middle
market companies. From 1986 to 1988, Mr. Meller was Vice President of
Corporate Finance and General Counsel of Crown Capital Group, Inc., a New
Jersey-based consulting firm providing advisory services for middle market
leveraged buy-outs (LBO's). Prior to 1986, Mr. Meller was a financial
consultant and practiced law in New York City. He is a member of the New
York State Bar.

Compensation of Executive Officers

No officers or directors of Deep Field Technologies received any
compensation for services to Deep Field Technologies during any of the last
three fiscal years.

Employment Agreements

Jerome Mahoney

Deep Field Technologies entered into a five-year employment agreement
with Mr. Mahoney as of August 3, 2004. Mr. Mahoney will serve as Deep Field
Technologies' Non-Executive Chairman of the Board for a term of five years.
As consideration, Deep Field Technologies agreed to pay Mr. Mahoney the sum
of $85,000 the first year with an annual increase based on the Consumer Price
Index every year thereafter. However, when Deep Field Technologies achieves
annual sales equal to or greater than $2,000,000, Mr. Mahoney's base annual
compensation will automatically be increased to $145,000. Deep Field
Technologies also agreed to pay Mr. Mahoney a bonus for each merger or
acquisition completed by the Company equal to six percent (6%) of the gross
consideration paid or received by Deep Field Technologies in a merger or
acquisition completed by the Company during the term of the agreement. This
bonus would be payable in the form of cash, debt or shares of Class B Common
Stock at the option of Mr. Mahoney.

In the event Mr. Mahoney's employment agreement is terminated by Deep
Field Technologies for cause or due to Mr. Mahoney's disability or
retirement, Deep Field Technologies will pay him his full base salary for
five years from the date of termination at the highest salary level under the
agreement. Under his agreement, "cause" means (1) the willful and continued
failure of Mr. Mahoney to substantially perform his duties to the Company
after

written demand for such performance is delivered to Mr. Mahoney by the Company's
board of directors, (2) the willful engaging by Mr. Mahoney in conduct that is
demonstrably and materially injurious to the Company, monetarily or otherwise,
(3) the conviction of Mr. Mahoney of a felony, which is limited solely to a
crime that relates to the business operations of the Company or that results in
his being unable to substantially carry out his duties as set forth in the
agreement, or (4) the commission of any act by Mr. Mahoney against the Company
that may be construed as embezzlement, larceny, and/or grand larceny. However,
Mr. Mahoney will not be deemed to have been terminated for cause unless the
board of directors determines, by a vote of at least 75% of the members of the
board of directors that Mr. Mahoney was guilty of conduct described in items
(1), (2) or (4) above. As the board of directors consists solely of Mr. Mahoney
and Mr. Meller, and Mr. Mahoney would be required to recuse himself from any
discussions or vote regarding any potential termination, Mr. Meller would be
required to determine, in accordance with his fiduciary duties as a board
member, if Mr. Mahoney should be terminated for cause.

In the event Mr. Mahoney's employment agreement is terminated due to
Mr. Mahoney's death, Deep Field Technologies will pay to his estate his full
base salary for eight years from the date of termination at the highest
salary level under the agreement. In the event Mr. Mahoney's employment
agreement is terminated by Deep Field Technologies within three years
following a change in control, as defined in the employment agreement, or by
Mr. Mahoney for good reason within three years following a change in control,
Mr. Mahoney will be entitled to receive a severance payment equal to three
hundred percent (300%), less $100, of his gross income for services rendered
to Deep Field Technologies in each of the five prior calendar years (or
shorter period during which Mr. Mahoney shall have been employed by Deep
Field Technologies). Under his employment agreement, "good reason" means,
among other things, (1) any limitation on Mr. Mahoney's powers as Chairman of
the Board, (2) a reduction in compensation, (3) a relocation of the Company
outside New Jersey or (4) the failure of the Company to make any required
payments under the agreement. The employment agreement restricts Mr. Mahoney
from competing with Deep Field Technologies during the term of the agreement
and for one year after he is no longer employed by the Company; provided that
Mr. Mahoney is receiving severance or other compensation from the Company
pursuant to the employment agreement for at least one year.

Mark Meller

Deep Field Technologies entered into a five-year employment agreement
with Mr. Meller as of October 1, 2004. Mr. Meller will serve as Deep Field
Technologies' President, Chief Executive Officer and Chief Financial Officer
for a term of five years. As consideration, Deep Field Technologies agreed
to pay Mr. Meller the sum of $85,000 the first year with an annual increase
based on the Consumer Price Index every year thereafter. However, when Deep
Field Technologies achieves annual sales equal to or greater than $2,000,000,
Mr. Meller's base annual salary will automatically be increased to $145,000.
Deep Field Technologies also agreed to pay Mr. Meller a bonus for each merger
or acquisition completed by the Company equal to six percent (6%) of the
gross consideration paid or received by Deep Field Technologies, net of any
debt or other liabilities assumed by the Company, in a merger or acquisition
completed by the Company during the term of the agreement. This bonus would
be payable in the form of cash, debt or shares of Class B Common Stock at the
option of Mr. Meller.

In the event Mr. Meller's employment agreement is terminated by Deep
Field Technologies for cause or due to Mr. Meller's disability or retirement,
Deep Field Technologies will pay him his full base salary for five years from
the date of termination at the highest salary level under the agreement.
Under his agreement, "cause" means (1) the willful and continued failure of
Mr. Meller to substantially perform his duties to the Company after written
demand for such performance is delivered to Mr. Meller by the Company's board
of directors, (2) the willful engaging by Mr. Meller in conduct that is
demonstrably and materially injurious to the Company, monetarily or
otherwise, (3) the conviction of Mr. Meller of a felony, which is limited
solely to a crime that relates to the business operations of the Company or
that results in his being unable to substantially carry out his duties as set
forth in the agreement, or (4) the commission of any act by Mr. Meller
against the Company that may be construed as embezzlement, larceny, and/or
grand larceny. However, Mr. Meller will not be deemed to have been
terminated for cause unless the board of directors determines, by a vote of
at least 75% of the members of the board of directors that Mr. Meller was
guilty of conduct described in items (1), (2) or (4) above. As the board of
directors consists solely of Mr. Mahoney and Mr. Meller, and Mr. Meller would
be required to recuse himself from any discussions or vote regarding any
potential termination, Mr. Mahoney would be required to determine, in
accordance with his fiduciary duties as a board member, if Mr. Meller should
be terminated for cause.

In the event Mr. Meller's employment agreement is terminated due to Mr.
Meller's death, Deep Field Technologies will pay to his estate his full base
salary for eight years from the date of termination at the highest salary
level under the agreement. In the event Mr. Meller's employment agreement is
terminated by Deep Field Technologies within three years following a change
in control, as defined in the employment agreement, or by Mr. Meller for good
reason within three years following a change in control, Mr. Meller will be
entitled to receive a severance payment equal to three hundred percent
(300%), less $100, of his gross income for services rendered to Deep Field
Technologies in each of the five prior calendar years (or shorter period
during which Mr. Meller shall have been employed by Deep Field
Technologies). Under his employment agreement, "good reason" means, among
other things, (1) any limitation on Mr. Meller's powers as Chief Executive
Officer, President and Chief Financial Officer, (2) a reduction in
compensation, (3) a relocation of the Company outside New Jersey or (4) the
failure of the Company to make any required payments under the agreement.
The employment agreement restricts Mr. Meller from competing with Deep Field
Technologies during the term of the agreement and for one year after he is no
longer employed by the Company; provided that Mr. Meller is receiving
severance or other compensation from the Company pursuant to the employment
agreement for at least one year.

Mr. Meller shall also be paid the sum of $50,000 upon the completion of
the Distribution. Mr. Meller has agreed to forego receipt of the $50,000
until such time that management believes it has sufficient financing in place
to fund this obligation.

Equity Compensation Plans

There are no existing equity compensation plans and Deep Field
Technologies has no current plans, proposals or arrangements to establish, or
provide any awards under, any such equity compensation plans.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On August 12 and November 19, 2004, Deep Field Technologies issued an
aggregate of $400,000 in secured convertible debentures, with interest
payable at 5% per annum, to Cornell Capital Partners L.P. The debentures
were intended to be convertible at the option of the holder only after our
Class A Common Stock has commenced trading on the Over-the-Counter Bulletin
Board. On February 28, 2005, Deep Field Technologies' obligations under the
secured convertible debentures were terminated and replaced with secured
promissory notes of the same principal amount, which notes accrue interest at
rate of 12% per annum, but are not convertible into any equity security of
Deep Field Technologies. On February 28, 2005, Deep Field Technologies
borrowed an additional $100,000 pursuant to the promissory note payable to
Cornell Capital Partners. In connection with the issuances of the secured
convertible debentures, Deep Field Technologies paid a fee to Cornell
Capital Partners equal to 10% of the aggregate principal amount of the
debentures. When the secured convertible debentures were terminated, Deep
Field Technologies received a credit for fees that would otherwise have been
payable upon the issuance of the $400,000 in replacement notes. Deep Field
Technologies paid Cornell Capital a fee of $10,000 in connection with its
$100,000 borrowing. Deep Field Technologies' obligations under the secured
promissory notes issued to Cornell Capital Partners are secured by a first
priority security interest in substantially all of its assets. iVoice has
also guaranteed the payment of all amounts payable by Deep Field Technologies
pursuant to the secured promissory notes.

Effective August 12, 2004, Deep Field Technologies entered into a
Standby Equity Distribution Agreement with Cornell Capital Partners to obtain
an equity line of credit. On February 28, 2005, Deep Field Technologies
entered into a Termination Agreement with Cornell Capital Partners, pursuant
to which the equity line transaction was terminated. On March 9, 2005, Deep
Field Technologies received a non-binding letter of intent from Cornell
Capital whereby Cornell Capital offered, subject to satisfaction of certain
conditions, to purchase shares of Deep Field Technologies' common stock upon
the terms set forth in the non-binding letter of intent and the definitive
documentation to be executed after satisfaction of closing conditions.
Pursuant to the terms of the non-binding letter of intent, if the definitive
documentation is executed, Deep Field Technologies may then issue and sell to
Cornell Capital Partners Class A Common Stock for a total purchase price of
up to $10.0 million. The purchase price for the shares would be equal to
95% of the market price, which is defined as the lowest closing bid price of
the Class A Common Stock during the five trading days following the date that
Deep Field Technologies delivers to Cornell Capital Partners a notice
requiring it to advance funds to us. A cash fee equal to six percent (6%) of
the cash proceeds of the draw down would also be payable at the time of
funding. In addition, Cornell Capital Partners would receive, as additional
compensation, the number of shares of Class A Common Stock equal to one and
one half percent (1.5%) of the number of shares of Class A Common Stock
outstanding on the date that the registration statement in respect of the
shares to be distributed pursuant to the equity line of credit becomes
effective.

Class A Common Stock only upon the satisfaction of certain conditions being met
by Deep Field Technologies, including completing of the Distribution, listing
our Class A Common Stock on the Over-the-Counter Bulletin Board and having the
registration statement relating to the Standby Equity Distribution Agreement
declared effective. If Cornell Capital Partners does not execute the definitive
agreements or Deep Field Technologies cannot satisfy the requirements for
Cornell Capital Partners to purchase the Class A Common Stock under the terms of
the definitive documents, we will not be able to obtain sufficient capital
resources to operate our business, and we have no current plans to obtain other
financing. We cannot assure you that we will be able to access any financing in
sufficient amounts or at all when needed. Our inability to obtain sufficient
financing would have an immediate material adverse effect on us, our financial
condition and our business.

Upon the effective date of the registration statement of which this
prospectus is a part, Deep Field Technologies will assume an aggregate of
$190,000 in liabilities from iVoice and iVoice will assign to Deep Field
Technologies assets having an aggregate book value of $3,000. See "Selected
Historical and Pro Forma Financial Information" contained in the financial
statements of Deep Field Technologies at the back of this prospectus. Deep
Field Technologies believes that the fair value of these assets may be
greater than the book value, although it has not undertaken an appraisal. The
assumed obligations are described below.

In connection with the assumption of assets and liabilities by Deep
Field Technologies from iVoice, Deep Field Technologies will assume from
iVoice immediately prior to the date of this prospectus $190,000 of
outstanding indebtedness from iVoice to Jerry Mahoney. The debt will be
subject to a promissory note having substantially the same terms as the note
from iVoice to Mr. Mahoney. Deep Field Technologies, upon the date of this
prospectus, will issue a promissory note in the amount of $190,000 payable to
Mr. Mahoney that will bear interest at the prime rate plus 2% per annum on
the unpaid balance until paid or until default. Interest payments are due and
payable annually. Under the terms of the promissory note, at the option of
the note holder, principal and interest can be converted into either (i) one
share of Class B Common Stock of Deep Field Technologies, par value $0.01,
for each dollar owed, (ii) the number of shares of Class A Common Stock of
Deep Field Technologies calculated by dividing (x) the sum of the principal
and interest that the note holder has requested to have prepaid by (y) eighty
percent (80%) of the lowest issue price of Class A Common Stock since the
first advance of funds under this note, or (iii) payment of the principal of
this note, before any repayment of interest. There is no limitation on the
number of shares of Class A Common Stock we may be required to issue to Mr.
Mahoney upon the conversion of this indebtedness. See "Potential Dilution
Due to Conversion at Below Market Price."

Mr. Mahoney has agreed to forego receiving any shares of Deep Field
Technologies' Class A Common Stock or Class B Common Stock he is or would be
entitled to receive in the Distribution by virtue of his ownership of either
iVoice Class A Common Stock or iVoice Class B Common Stock.

Deep Field Technologies entered into two separate employment agreements
with Mr. Mahoney, its Chairman of the Board, and Mr. Meller, its President,
Chief Executive Officer and Chief Financial Officer, respectively, as of
August 3, 2004 and October 1, 2004, respectively. Each of the employment
agreements provides for annual compensation of $85,000 per annum

with an annual increase based on the Consumer Price Index every year thereafter.
However, when Deep Field Technologies achieves annual sales equal to or greater
than $2,000,000, each of Mr. Mahoney and Mr. Meller's base annual compensation
will automatically be increased to $145,000. Each of Mr. Mahoney and Mr. Meller
will also be entitled to additional incentive compensation based upon
acquisitions completed by Deep Field Technologies. Mr. Meller's agreement also
provides for a bonus of $50,000 to be paid upon successful completion of the
Distribution. Mr. Meller has agreed to forego receipt of the $50,000 until such
time that management believes that it has sufficient financing in place to fund
this obligation. Deep Field Technologies believes that the compensation provided
to each of Mr. Mahoney and Mr. Meller are commensurate with compensation levels
paid by other companies to management having equivalent experiences and
capabilities.

In August 2004, Deep Field Technologies entered into an administrative
services agreement with iVoice. Pursuant to that agreement, iVoice is
providing Deep Field Technologies with physical premises, inventory
purchasing services, material and inventory control services, source code
management and other personnel and data processing services for a period
ending upon completion of the Distribution. For these services Deep Field
Technologies is paying iVoice $5,000 per month during the term of the
agreement. The administrative services agreement will continue on a month to
month basis until Deep Field Technologies has found replacement services for
those services being provided by iVoice or until Deep Field Technologies can
provide these services for itself. Following completion of the Distribution
and termination of the administrative services agreement, we expect that Deep
Field Technologies will operate on a completely stand-alone basis from iVoice
and there will be no business or operating relationship between iVoice and
Deep Field Technologies.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of February 28, 2005, information
with respect to the beneficial ownership of our common stock by (i) persons
known by us to beneficially own more than five percent of the outstanding
shares, (ii) the director, (iii) each executive officer and (iv) all
directors and executive officers as a group.

Common Stock Common Stock
Beneficially Beneficially
Owned Before Percentage Owned After Percentage
Name Title of Class Distribution Ownership Distribution Ownership
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------

Jerome R. Mahoney Class A Common Stock 0(1) 0%(1) 0(1) 0%(1)
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class B Common Stock 190,000(2) 100%(2) 190,000(2) 100%(2)
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class C Common Stock 0 0% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Mark Meller Class A Common Stock 0 0% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class B Common Stock 0 0% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class C Common Stock 0 0% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
iVoice, Inc. Class A Common Stock 100 100% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class B Common Stock 0 0% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class C Common Stock 0 0% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
All directors and executive Class A Common Stock 0(1) 0%(1) 0(1) 0%(1)
officers as a group (2 persons)
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class B Common Stock 190,000(2) 100%(2) 190,000(2) 0%(2)
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------
Class C Common Stock 0 0% 0 0%
- --------------------------------- ------------------------- ------------------ --------------- ----------------- ----------------

(1) Does not give effect to the right of Mr. Mahoney pursuant to the
promissory note to be executed by Mr. Mahoney and Deep Field Technologies in
the amount of $190,000 to convert $190,000 of indebtedness, plus accrued and
unpaid interest, into more than 190,000 shares of Class B Common Stock which
is convertible into the number of shares of Class A Common Stock determined
by dividing the number of shares of Class B Common Stock being converted by a
20% discount of the lowest price at which iVoice had ever issued its Class A
Common Stock. There is no limitation on the number of shares of Class A
Common Stock we may be required to issue to Mr. Mahoney upon the conversion
of this indebtedness.

(2) Mr. Mahoney may at his option convert the $190,000 promissory note held
by him into Class B Common Stock of Deep Field Technologies at a rate of one
dollar per share. The Class B Common Stock is convertible at any time into
Class A Common Stock at a rate equal to 80% of the lowest price that Deep
Field Technologies issues shares of Class A Common Stock subsequent to the
date of the note. Thus by virtue of Mr. Mahoney's right to convert $190,000
of indebtedness, not including accrued and unpaid interest, into more than
190,000 shares of Class B Common Stock, Mr. Mahoney is deemed to beneficially
own such shares for the purpose of computing the percentage of ownership by
him, but such shares are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.

DESCRIPTION OF SECURITIES

Pursuant to Deep Field Technologies' certificate of incorporation, as
amended, we are authorized to issue 10,000,000,000 shares of Class A Common
Stock, no par value per share, 50,000,000 shares of Class B Common Stock, par
value $0.01 per share, 20,000,000 shares of Class C Common Stock, par value
$0.01 per share, and 1,000,000 shares of Preferred Stock, par value of $1.00
per share. Below is a description of Deep Field Technologies' outstanding
securities, including Class A Common Stock, Class B Common Stock, Class C
Common Stock, and Preferred Stock.

Class A Common Stock

Each holder of our Class A Common Stock is entitled to one vote for
each share held of record. Holders of our Class A Common Stock have no
preemptive, subscription, conversion, or redemption rights. Upon
liquidation, dissolution or winding-up, the holders of Class A Common Stock
are entitled to receive our net assets pro rata. Each holder of Class A
Common Stock is entitled to receive ratably any dividends declared by our
board of directors out of funds legally available for the payment of
dividends. We have not paid any dividends on our Common Stock and do not
contemplate doing so in the foreseeable future. We anticipate that any
earnings generated from operations will be used to finance our growth. As of
November 30, 2004, there is one record holder of Class A Common Stock and
Deep Field Technologies had 100 shares of Class A Common Stock outstanding.
There will be 10,000,000 outstanding shares of Deep Field

Technologies Class A Common Stock immediately following the 100,000-for-one
split to be effectuated prior to the Distribution.

Class B Common Stock

Each holder of Class B Common Stock has voting rights equal to 100
shares of Class A Common Stock. Holders of Class B Common Stock are entitled
to receive dividends in the same proportion as the Class B Common Stock
conversion rights have to Class A Common Stock. There are 50,000,000 shares
authorized and 0 shares issued and outstanding as of September 30, 2004. A
holder of Class B Common Stock has the right to convert each share of Class B
Common Stock into the number of shares of Class A Common Stock determined by
dividing the number of shares of Class B Common Stock being converted by a
20% discount of the lowest price that Deep Field Technologies had ever issued
its Class A Common Stock. Upon our liquidation, dissolution, or winding-up,
holders of Class B Common Stock will be entitled to receive distributions.

Class C Common Stock

Each holder of our Class C Common Stock is entitled to 1,000 votes for
each one share held of record. Holders of our Class C Common Stock have no
preemptive, subscription, conversion, or redemption rights. Shares of Class C
Common Stock are not convertible into Class A Common Stock. There are
20,000,000 shares authorized and 0 shares issued and outstanding as of
September 30, 2004. Upon liquidation, dissolution or winding-up, the holders
of Class C Common Stock are not entitled to receive our net assets pro rata.
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.

Preferred Stock

Deep Field Technologies is authorized to issue 1,000,000 shares of
Preferred Stock, par value $1.00 per share. As of September 30, 2004, Deep
Field Technologies has not issued any shares of Preferred Stock. Deep Field
Technologies has no current plans to issue any shares of preferred stock.

Our board of directors is authorized (by resolution and by filing an
amendment to our certificate of incorporation and subject to limitations
prescribed by the New Jersey Business Corporation Act) to issue, from to
time, 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:

o the number of shares constituting that series and the distinctive
designation of that series;

o the dividend rate on the shares of that series, whether dividends
are 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;

o whether that series has voting rights, in addition to voting rights
provided by law, and, if so, the terms of those voting rights;

o whether that series has conversion privileges, and, if so, the terms
and conditions of conversion, including provisions for adjusting the
conversion rate in such events as our board of directors determines;

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

o whether that series has a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount
of that sinking fund;

o the rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of Deep Field
Technologies, and the relative rights of priority, if any, of
payment of shares of that series; and

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

If we liquidate, dissolve or wind up our affairs, whether voluntarily
or involuntarily, the holders of Preferred Stock of each series will be
entitled to receive only that amount or those amounts as are fixed by the
Company's certificate of incorporation or the certificate of designations or
by resolution of the board of directors providing for the issuance of that
series.

Transfer Agent

iVoice and Deep Field Technologies' transfer agent is Fidelity Transfer
Company. The address is 1800 South West Temple, Suite 301, Salt Lake City,
Utah 84115. The telephone number is (801) 484-7222.

Limitation of Liability: Indemnification

Our by-laws include an indemnification provision under which we have
agreed to indemnify directors of Deep Field Technologies to the fullest
extent possible from and against any and all claims of any type arising from
or related to future acts or omissions as a director of Deep Field
Technologies.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of Deep Field Technologies pursuant to the foregoing, or otherwise, Deep
Field Technologies has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

THE DISTRIBUTION

Introduction

In September 2004, iVoice's board of directors declared a distribution
payable to the holders of record of outstanding iVoice common stock at the
close of business on November 1, 2004. A new record date has been set for
______, 200_ (the "Record Date"). iVoice currently anticipates that it will
distribute to iVoice stockholders, other than Mr. Mahoney, an aggregate of
approximately 10,000,000 shares of Deep Field Technologies Class A Common
Stock. Accordingly, the Distribution will consist of one share of Deep Field
Technologies Class A Common Stock for approximately every ___ shares of
iVoice common stock outstanding on the Record Date. Holders of less than ___
shares of iVoice common stock will receive one share of Deep Field
Technologies Class A Common Stock. We currently anticipate that the
Distribution will be effected near the effective date of the registration
statement.

Deep Field Technologies is currently a wholly-owned subsidiary of
iVoice. As a result of the Distribution, 100% of the outstanding Deep Field
Technologies Class A Common Stock will be distributed to iVoice stockholders.
Immediately following the Distribution, iVoice and its subsidiaries will not
own any shares of Deep Field Technologies Class A Common Stock and Deep Field
Technologies will be an independent public company. The Deep Field
Technologies Class A Common Stock will be distributed by book entry. Instead
of stock certificates, each iVoice stockholder that is a record holder of
iVoice shares will receive a statement of such stockholder's book entry
account for the Deep Field Technologies Class A Common Stock distributed to
such stockholder. Account statements reflecting ownership of the Deep Field
Technologies Class A Common Stock will be mailed shortly after the
Distribution Date. Deep Field Technologies Class A Common Stock should be
credited to accounts with stockbrokers, banks or nominees of iVoice
stockholders that are not record holders after the effective date of the
Distribution.

Deep Field Technologies was incorporated on November 10, 2004. On
November 11, 2004, Deep Field Technologies received by assignment all of the
interests in and rights and title to, and assumed all of the obligations of,
all of the agreements, contracts, understandings and other instruments of
iVoice Technology 2, Inc., a Nevada corporation and affiliate of Deep Field
Technologies. These agreements, contracts, understandings and other
instruments consisted of the documentation relating to the issuance of the
secured convertible debentures and the equity line of credit, the employment
agreements with Messrs. Mahoney and Meller and the administrative services
agreement. Since this assignment, iVoice Technology 2 has no operating
business, assets or known liabilities, and is currently in the process of
being dissolved. When we refer to or describe any agreement, contract or
other written instrument of Deep Field Technologies in this prospectus, we
are referring to an agreement, contract or other written instrument that had
been entered into by iVoice Technology 2 and assigned to Deep Field
Technologies. Deep Field Technologies' principal executive offices are
located at 750 Highway 34, Matawan, New Jersey 07747, and its telephone
number is (732) 441-7700. Deep Field Technologies will own and operate the
Unified Messaging software business of iVoice.

Concurrently with the Distribution, iVoice intends to contribute the
majority of its remaining business lines into two new companies and
distribute the stock of those two

companies to its stockholders. Following the Distribution and the two other
distributions, iVoice's operating assets will consist of its iVoiceMail software
and its portfolio of patents and patent rights, and its future business
development operations will consist of licensing its intellectual property
rights.

Reasons for the Distribution

The board of directors and management of iVoice believe that the
Distribution is in the best interests of iVoice, Deep Field Technologies and
iVoice stockholders. iVoice believes that the Distribution will enhance value
for iVoice stockholders and give Deep Field Technologies the financial and
operational flexibility to take advantage of potential growth opportunities
in the Unified Messaging systems business.

iVoice's board of directors and management believe that the
Distribution will enhance the ability of each of Deep Field Technologies and
iVoice to focus on strategic initiatives and new business opportunities,
improve cost structures and operating efficiencies and design equity-based
compensation programs targeted to its own performance. In addition, iVoice's
board of directors expects that the transition to an independent company will
provide Deep Field Technologies with greater access to capital by allowing
the financial community to focus solely on Deep Field Technologies and allow
the investment community to measure Deep Field Technologies' performance
relative to its peers.

The Unified Messaging systems business also has some important traits
that make this business distinct from iVoice's other operations with respect
to markets, products, capital needs and plans for growth. The Distribution
will give Deep Field Technologies direct access to the capital markets as a
stand alone company.

The board of directors and management of iVoice believe that the
Distribution is in the best interests of iVoice and its stockholders. iVoice
believes that the Distribution will enhance value for iVoice stockholders and
that the spin off of the Unified Messaging business into Deep Field
Technologies has provided greater access to capital by allowing the financial
community to focus solely on Deep Field Technologies and its Unified
Messaging software business as a stand alone company. In determining whether
of not to spin off the Unified Messaging business and make the Distribution,
the board considered the ability of iVoice to satisfy its working capital
needs as a whole as against the ability of the Unified Messaging business to
satisfy its capital needs as a stand alone company. As financing was
available to the Unified Messaging business as a stand alone company, it was
determined that the Unified Messaging business would be transferred to Deep
Field Technologies. After considering the availability of such financing and
the relative working capital needs of iVoice and Deep Field Technologies, the
board elected not to transfer any part of the current cash balance of iVoice
to Deep Field Technologies.

As part of iVoice, the Unified Messaging systems business competed with
iVoice's other core business groups for capital to finance expansion and
growth opportunities. As a separate entity, Deep Field Technologies will be
free of iVoice's capital structure restrictions and should be in a better
position to fund the implementation of its business strategy. The
Distribution will also enable Deep Field Technologies to provide its
management and employees incentive compensation in the form of equity
ownership in Deep Field Technologies, enhancing Deep

Field Technologies' ability to attract, retain and motivate key employees, and,
if Deep Field Technologies seeks to hire additional or replacement personnel,
attract such personnel. However, there are no present plans, proposals or
arrangements to establish, or provide any awards under, any such incentive
compensation plan.

Manner of Effecting the Distribution

The Distribution will be made on the basis of one share of Deep Field
Technologies Class A Common Stock for approximately every ___ shares of
iVoice common stock outstanding on the Record Date. Holders of less than ___
shares of iVoice common stock will receive one share of Deep Field
Technologies Class A Common Stock. Based on approximately ______ iVoice
shares outstanding on the Record Date and approximately _____ iVoice shares
outstanding on the Record Date that will actually participate in the
Distribution, we currently anticipate that an aggregate of approximately
10,000,000 shares of Deep Field Technologies Class A Common Stock will be
distributed to iVoice stockholders. At the time of the Distribution, the
shares of Deep Field Technologies Class A Common Stock to be distributed will
constitute 100% of the outstanding Deep Field Technologies Class A Common
Stock. Immediately following the Distribution, iVoice will not own any Deep
Field Technologies Class A Common Stock and Deep Field Technologies will be
an independent public company.

The shares of Deep Field Technologies Class A Common Stock being
distributed in the Distribution will be fully paid and non-assessable and the
holders thereof will not be entitled to preemptive rights. See "Description
of Securities" beginning on page __.

iVoice will use a book entry system to distribute the shares of Deep
Field Technologies Class A Common Stock in the Distribution. Following the
Distribution, each record holder of iVoice stock on the Record Date will
receive from the Distribution Agent a statement of the shares of Deep Field
Technologies Class A Common Stock credited to the stockholder's account. If
you are not a record holder of iVoice stock because your shares are held on
your behalf by your stockbroker or other nominee, your shares of Deep Field
Technologies Class A Common Stock should be credited to your account with
your stockbroker or nominee after the effective date of the registration
statement. After the Distribution, stockholders may request stock
certificates from Deep Field Technologies' transfer agent instead of
participating in the book entry system.

No fractional shares of Deep Field Technologies Class A Common Stock
will be issued. If you own a fractional share of iVoice common stock as of
the Record Date or own a number of iVoice shares that is not a multiple of
___, you will receive the next higher whole number of shares of Deep Field
Technologies Class A Common Stock in the Distribution. If you own less than
___ shares you will receive one share of Deep Field Technologies Class A
Common Stock.

No iVoice stockholder will be required to pay any cash or other
consideration for the shares of Deep Field Technologies Class A Common Stock
received in the Distribution, or to surrender or exchange iVoice shares in
order to receive shares of Deep Field Technologies Class A Common Stock. The
Distribution will not affect the number of, or the rights attaching to,
outstanding iVoice shares. No vote of iVoice stockholders is required or
sought in connection

with the Distribution, and iVoice stockholders will have no appraisal rights in
connection with the Distribution.

In order to receive shares of Deep Field Technologies Class A Common
Stock in the Distribution, iVoice stockholders must be stockholders at the
close of business on the Record Date.

Results of the Distribution

After the Distribution, Deep Field Technologies will be a separate
public company operating the Unified Messaging systems business. Based on
approximately ___________ iVoice shares outstanding on the Record Date and
approximately ______ iVoice shares outstanding on the Record Date that will
actually participate in the Distribution, immediately after the Distribution,
Deep Field Technologies expects to have approximately 20,000 holders of
record of Deep Field Technologies Class A Common Stock, and approximately
10,000,000 shares of Deep Field Technologies Class A Common Stock
outstanding. The Distribution will not affect the number of outstanding
iVoice shares or any rights of iVoice stockholders.

Listing and Trading of the Deep Field Technologies Class A Common Stock

Neither Deep Field Technologies nor iVoice makes recommendations on the
purchase, retention or sale of shares of iVoice common stock or shares of
Deep Field Technologies Class A Common Stock. You should consult with your
own financial advisors, such as your stockbroker, bank or tax advisor.

If you do decide to purchase or sell any iVoice or Deep Field
Technologies shares, you should make sure your stockbroker, bank or other
nominee understands whether you want to purchase or sell iVoice common stock
or Deep Field Technologies Class A Common Stock, or both. The following
information may be helpful in discussions with your stockbroker, bank or
other nominee.

There is not currently a public market for the Deep Field Technologies
Class A Common Stock, although a when-issued market may develop prior to
completion of the Distribution. When-issued trading refers to a transaction
made conditionally because the security has been authorized but is not yet
issued or available. Even though when-issued trading may develop, none of
these trades would settle prior to the effective date of the Distribution,
and if the Distribution does not occur, all when-issued trading will be null
and void. On the first trading day following the date of the Distribution,
when-issued trading in respect of shares of Deep Field Technologies Class A
Common Stock will end and regular-way trading will begin. Regular-way
trading refers to trading after a security has been issued and typically
involves a transaction that settles on the third full business day following
the date of a transaction. We anticipate that the Deep Field Technologies
Class A Common Stock will trade on the Over-the-Counter Bulletin Board under
the proposed symbol "____."

The shares of Deep Field Technologies Class A Common Stock distributed
to iVoice stockholders will be freely transferable, except for (1) shares of
Deep Field Technologies Class A Common Stock received by persons who may be
deemed to be affiliates of Deep Field Technologies under the Securities Act
of 1933, as amended (the "Securities Act"), and (2) shares

of Deep Field Technologies Class A Common Stock received by persons who hold
restricted shares of iVoice common stock. Persons who may be deemed to be
affiliates of Deep Field Technologies after the Distribution generally include
individuals or entities that control, are controlled by, or are under common
control with Deep Field Technologies and may include certain directors, officers
and significant stockholders of Deep Field Technologies. Persons who are
affiliates of Deep Field Technologies will be permitted to sell their shares of
Deep Field Technologies Class A Common Stock only pursuant to an effective
registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, such as the exemptions afforded
by Section 4(1) of the Securities Act and the provisions of Rule 144 thereunder.
There can be no assurance as to whether the Deep Field Technologies Class A
Common Stock will be actively traded or as to the prices at which the Deep Field
Technologies Class A Common Stock will trade. Some of the iVoice stockholders
who receive shares of Deep Field Technologies Class A Common Stock may decide
that they do not want shares in a company consisting of the Unified Messaging
systems business, and may sell their shares of Deep Field Technologies Class A
Common Stock following the Distribution. This may delay the development of an
orderly trading market in Deep Field Technologies Class A Common Stock for a
period of time following the Distribution. Until the shares of Deep Field
Technologies Class A Common Stock are fully distributed and an orderly market
develops, the prices at which the Deep Field Technologies Class A Common Stock
trades may fluctuate significantly and may be lower than the price that would be
expected for a fully distributed issue. Prices for Deep Field Technologies Class
A Common Stock will be determined in the marketplace and may be influenced by
many factors, including the depth and liquidity of the market for the shares,
Deep Field Technologies' results of operations, what investors think of Deep
Field Technologies and the Unified Messaging systems industry, the amount of
dividends that Deep Field Technologies pays, changes in economic conditions in
the Unified Messaging systems industry and general economic and market
conditions.

Following the Distribution, iVoice expects that its common stock will
continue to be listed and traded on the Over-the-Counter Bulletin Board under
the symbol "IVOC." Following the Distribution and the distribution of the
two other new subsidiaries of iVoice, iVoice will have no remaining
businesses other than the licensing of its intellectual property rights. A
trading market may not continue for the shares of iVoice common stock or ever
develop for the Deep Field Technologies Class A Common Stock. As a result of
the Distribution, the trading price of iVoice common stock immediately
following the Distribution may be substantially lower than the trading price
of iVoice common stock immediately prior to the Distribution. The combined
trading prices of iVoice common stock and the Deep Field Technologies Class A
Common Stock after the Distribution may be less than the trading price of
iVoice common stock immediately prior to the Distribution. Further, the
combined trading prices of iVoice common stock, the Deep Field Technologies
Class A Common Stock and the common stock of each of the two other new
companies being distributed to iVoice stockholders after the Distribution and
the two other distributions may be less than the trading price of iVoice
common stock immediately prior to these distributions.

Even though iVoice is currently a publicly held company, there can be
no assurance as to whether an active trading market for iVoice common stock
will be maintained after the

Distribution and the two other distributions or as to the prices at which the
iVoice common stock will trade. iVoice stockholders may sell their iVoice common
stock following the Distribution. These and other factors may delay or hinder
the return to an orderly trading market in the iVoice common stock following the
Distribution. Whether an active trading market for iVoice common stock will be
maintained after the Distribution and the prices for iVoice common stock will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for the shares, iVoice's results of
operations, what investors think of iVoice and its industries, changes in
economic conditions in its industries and general economic and market
conditions.

In addition, the stock market often experiences significant price
fluctuations that are unrelated to the operating performance of the specific
companies whose stock is traded. Market fluctuations could have a material
adverse impact on the trading price of the Deep Field Technologies Class A
Common Stock and/or iVoice common stock.

As described elsewhere in this prospectus, Deep Field Technologies
issued to Cornell Capital Partners $400,000 aggregate principal amount of
secured convertible debentures. On February 28, 2005, Deep Field
Technologies' obligations under the secured convertible debentures were
terminated and replaced with secured promissory notes of the same principal
amount, which notes accrue interest at a rate of 12% per annum, but are not
convertible into any equity security of Deep Field Technologies.

Mr. Mahoney will have the right to convert $190,000 of indebtedness
(plus accrued and unpaid interest) into 190,000 (plus, on a dollar per share
basis, amounts of accrued and unpaid interest) shares of Deep Field
Technologies Class B Common Stock which is convertible into the number of
shares of Class A Common Stock determined by dividing the number of shares of
Class B Common Stock being converted by a 20% discount of the lowest price at
which iVoice had ever issued its Class A Common Stock. There is no
limitation on the number of shares of Class A Common Stock we may be required
to issue to Mr. Mahoney upon the conversion of these obligations. See
"Potential Dilution Due to Conversion at Below Market Price." However,
assuming a market price for Deep Field Technologies Class A Common Stock of
$0.01, we would be required to issue 23,750,000 shares of Class A Common
Stock to Mr. Mahoney, not including shares attributable to accrued and unpaid
interest, upon conversion of his promissory note. As of March 31, 2005,
there was $26,334.97 of accrued and unpaid interest on the promissory note.

FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following discussion summarizes the material U.S. federal income
tax consequences resulting from the Distribution. This discussion is based
upon the U.S. federal

income tax laws and regulations now in effect and as currently interpreted by
courts or the Internal Revenue Service and does not take into account possible
changes in such tax laws or such interpretations, any of which may be applied
retroactively.

The following summary is for general information only and may not be
applicable to stockholders who received their shares of iVoice stock pursuant
to an employee benefit plan or who are foreign persons or who are otherwise
subject to special treatment under U.S. federal income tax laws. Each
stockholder's individual circumstances may affect the tax consequences of the
Distribution to such stockholder. In addition, no information is provided
with respect to tax consequences under any applicable foreign, state or local
laws. Consequently, each iVoice stockholder is advised to consult his own
tax advisor as to the specific tax consequences of the Distribution to him
and the effect of possible changes in tax laws.

General

Each iVoice stockholder who receives shares of Deep Field Technologies
Class A Common Stock in the Distribution will generally be treated as
receiving a taxable dividend equal to the fair market value on the
Distribution date of the shares received to the extent of the current or
accumulated earnings and profits of iVoice as of the end of the year in which
the Distribution occurs. Any earnings and profits will be proportionately
allocated among the shares received. iVoice does not have any accumulated
earnings and profits.

Following the end of the year in which the Distribution occurs, iVoice
will provide, or otherwise make available, to its stockholders information
setting forth the portion of the Distribution, if any, that is treated as a
dividend.

Dividends received by non-corporate taxpayers generally are taxed at
the same preferential rates that apply to long-term capital gains. Any
portion of the Distribution that exceeds such earnings and profits will be
treated as a tax-free return of capital to the extent of the stockholder's
adjusted tax basis in the iVoice shares and thereafter as gain from the sale
or exchange of iVoice shares. Stockholders which are corporations may be
subject to additional special provisions dealing with taxable distributions,
such as the dividends received deduction and the extraordinary dividend rules.

The basis of shares received in the Distribution will be equal to their
fair market value on the Distribution date, and a stockholder's holding
period with respect to the shares received will begin on the day following
the date of the Distribution.

You should consult your own tax advisor as to the particular
consequences of the Distribution to you, including the application of state,
local and foreign tax laws.

CHANGES IN ACCOUNTANTS

On February 23, 2005, Deep Field Technologies terminated the services
of its independent account, Mendlowitz Weitsen, LLP. For the two most recent
fiscal years: (i) the independent account's report did not contain an
adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope, or accounting principles and (ii) there were no
disagreements with the former accountant, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the former
accountant's satisfaction, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report. The
decision to change accountants was recommended by Deep Field Technologies's
Audit Committee.

On February 23, 2005, Deep Field Technologies engaged the independent
accounting firm of Bagell, Josephs & Company, L.C.C. as principal accountant
to audit Deep Field

Technologies' financial statements for the fiscal years ended December 31, 2004
and December 31, 2003.

REASONS FOR FURNISHING THIS DOCUMENT

This document is being furnished solely to provide information to
iVoice stockholders who will receive Deep Field Technologies Class A Common
Stock in the Distribution. It is not, and is not to be construed as, an
inducement or encouragement to buy or sell any securities of iVoice or Deep
Field Technologies. Neither iVoice nor Deep Field Technologies will update
the information contained in this document except in the normal course of
their respective public disclosure practices. However, this document will be
amended if there is any material change in the terms of the Distribution.

RELATIONSHIP BETWEEN IVOICE AND DEEP FIELD TECHNOLOGIES
FOLLOWING THE DISTRIBUTION

To provide for an orderly transition to the status of two independent
companies, iVoice and Deep Field Technologies have entered into an
administrative services agreement. Under this agreement, iVoice is providing
Deep Field Technologies services in such areas as inventory purchasing,
material and inventory control, sharing of office space, source code
management, employee benefits administration, payroll, electronic data
processing services, financial accounting and reporting, claims
administration and reporting, and other areas where Deep Field Technologies
needs transitional assistance and support. Under the administrative services
agreement, iVoice is providing Deep Field Technologies substantially the same
level of service and use substantially the same degree of care as iVoice's
personnel provided and used in providing such services prior to the execution
of the agreement. For these services, Deep Field Technologies pays iVoice a
fee of $5,000 per month. Deep Field Technologies believes that the terms and
conditions of the administrative services agreement are as favorable to Deep
Field Technologies as those available from unrelated parties for a comparable
arrangement.

The administrative services agreement will continue on a month to month
basis until Deep Field Technologies has found replacement services for those
services being provided by iVoice or can provide these services for itself.
Following termination of the administrative services agreement, we expect
that Deep Field Technologies will operate on a completely stand-alone basis
from iVoice and there will be no business or operating relationship between
iVoice and Deep Field Technologies. Upon termination of the agreement, Deep
Field Technologies would be required to obtain such services from a third
party or increase its headcount to provide such services. This could be more
expensive than the fees which Deep Field Technologies has been required to
pay under the administrative services agreement.

WHERE YOU CAN FIND MORE INFORMATION

Deep Field Technologies has filed with the Securities and Exchange
Commission the registration statement under the Securities Act with respect
to the Deep Field Technologies Class A Common Stock. This document does not
contain all of the information set forth in the registration statement and
the exhibits and schedules thereto, to which reference is hereby made.
Statements made in this document as to the contents of any contract,
agreement or other

document referred to herein are not necessarily complete. The registration
statement and the exhibits thereto filed by Deep Field Technologies with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such information can be obtained by mail from the Public Reference
Branch of the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a website
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's website is http://www.sec.gov. Upon the effectiveness of the
registration statement, Deep Field Technologies will be required to comply with
the reporting requirements of the Securities Exchange Act of 1934 and to file
with the Commission reports, proxy statements and other information as required
by the Exchange Act. Additionally, Deep Field Technologies will be required to
provide annual reports containing audited financial statements to its
stockholders in connection with its annual meetings of stockholders. These
reports, proxy statements and other information will be available to be
inspected and copied at the public reference facilities of the Commission or
obtained by mail or over the Internet from the Commission, as described above.

INDEX TO FINANCIAL STATEMENTS

Contents Page
- -------- ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2

AUDITED FINANCIAL STATEMENTS

Balance Sheet F-3

Statement of Operations F-4

Statement of Owner's Equity F-5

Statement of Cash Flows F-6

NOTES TO AUDITED FINANCIAL STATEMENTS F-7

SELECTED HISTORICAL AND PRO FORMA
FINANCIAL INFORMATION F-18

Condensed Unaudited Pro Forma Balance Sheet
for the year ended December 31, 2004 F-19

Unaudited Pro Forma Statement of Operations
for the year ended December 31, 2004 F-20

Unaudited Pro Forma Statement of Operations
for the year ended December 31, 2003 F-21

NOTES TO CONDENSED UNAUDITED PRO FORMA
FINANCIAL INFORMATION F-22

F-1

Bagell, Josephs & Company, LLC
200 Haddonfield Berlin Road, Gibbsboro, NJ 08026
Tel: 856.346.2628 Fax: 856.346.2882

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

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF DEEP FIELD TECHNOLOGIES, INC.
Matawan, New Jersey

We have audited the accompanying balance sheets of the unified messaging
software business of iVoice, Inc. (Deep Field Technologies, Inc., a wholly
owned subsidiary of iVoice, Inc.) as of December 31, 2004 and 2003 and the
related statements of operations, owner's equity and cash flows for the years
ended December 31, 2004 and 2003. These 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 audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the interactive voice
response software business of iVoice, Inc. (Deep Field Technologies, Inc.)
as of December 31, 2004 and 2003, and the results of its operations and its
cash flows for the years ended December 31, 2004 and 2003, in conformity
with accounting principles generally accepted in the United States of
America.

These financial statements have been derived from the consolidated financial
statements and accounting records of iVoice, Inc., and reflect significant
assumptions and allocations. Moreover, as indicated in Note 1, the Company
relies on iVoice, Inc. for administrative, management, research and other
services. Accordingly, these financial statements do not necessarily reflect
the financial position, results of operations, and cash flows of the Company
had it been a stand-alone Company.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3, the Company
had net losses and negative cash flows from operations for the years ended
December 31, 2004 and 2003, and as of those dates had negative working
capital, which raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
discussed in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ BAGELL, JOSEPHS & COMPANY, L.L.C.
----------------------------------------
BAGELL, JOSEPHS & COMPANY, L.L.C.

Gibbsboro, New Jersey
March 21, 2005

F-2

DEEP FIELD TECHNOLOGIES, INC.
BALANCE SHEETS
December 31, 2004 and 2003
December 31,
2004 2003
--------- ---------

ASSETS
- ------
CURRENT ASSETS
Cash and cash equivalents $ 299,566 $ 0
Accounts receivable 3,000 0
Inventory, net 317 315
Cost in excess of billing 0 75
--------- ---------
Total current assets 302,883 390
--------- ---------
TOTAL ASSETS $ 302,883 $ 390
========= =========

LIABILITIES AND OWNER'S EQUITY (DEFICIENCY)
- -------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 47,513 $ 0
5% Convertible debentures 400,000 0
Deferred maintenance contracts 112 0
--------- ---------
Total current liabilities 447,625 0

OWNER'S EQUITY (DEFICIENCY)
Common Stock
Class A, no par value; Authorized 10,000,000,000
shares; 100 shares issued and outstanding 0 0
Class B, par value $.01; Authorized 50,000,000
shares; no shares issued and outstanding 0 0
Class C, par value $.01; Authorized 20,000,000
shares; no shares issued and outstanding 0 0
Preferred Stock; Par value $1.00; Authorized
1,000,000 shares; no shares issued and outstanding 0 0
Net investment, iVoice, Inc. 148,302 99,173
Accumulated deficit (293,044) (98,783)
--------- ---------
Total owner's equity (deficiency) (144,742) 390
--------- ---------
TOTAL LIABILITIES AND OWNER'S EQUITY
(DEFICIENCY) $ 302,883 $ 390
========= =========

The Notes to Financial Statements are an integral part of these statements.

F-3

DEEP FIELD TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2004 and 2004

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

SALES, net $ 7,344 $ 8,505

COST OF SALES 2,352 3,447
--------- ---------
GROSS PROFIT 4,992 5,058
--------- ---------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling expenses 1,807 1,923
General & administrative expense 121,949 15,892
Research & development 1,982 3,604
Depreciation & amortization -- 2,869
--------- ---------
Total Selling, General & 125,738 24,288
Administrative expense
--------- ---------
LOSS FROM CONTINUING OPERATIONS (120,746) (19,230)
--------- ---------
OTHER INCOME (EXPENSE)
Other income 4,494 2,818
Gain on sale of securities held for sale 0 1,944
Interest expense (77,953) (14,488)
Other expense (56) 18
--------- ---------
Total other expense (73,515) (9,708)
--------- ---------
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (194,261) (28,938)
--------- ---------
PROVISION FOR INCOME TAXES 0 0
--------- ---------
NET LOSS FROM CONTINUING OPERATIONS $(194,261) $ (28,938)
========= =========

NET LOSS PER COMMON SHARE:
Basic $(1,942.61) $ (289.38)
========= =========
Diluted $(1,942.61) $ (289.38)
========= =========

The Notes to Financial Statements are an integral part of these statements.

F-4

DEEP FIELD TECHNOLOGIES, INC.
STATEMENT OF OWNER'S EQUITY (DEFICIENCY)
For the Years Ended December 31, 2004 and 2003

Total
Common Common Net Owner's
Stock Stock Investment Accumulated Equity
Shares Amount iVoice, Inc Deficit (Deficiency)
--------- ---------- ----------- ------------ -----------

Balance at January 1, 2003 0 $ 0 $ 71,715 $ (69,845) $ 1,870
Net transactions with iVoice, Inc. 27,458 27,458
Net loss for the twelve months ended December
31, 2003 (28,938) (28,938)
--------- --------- --------- --------- ---------
Balance at December 31, 2003 0 0 99,173 (98,783) 390
Issuance of common stock 100 0 0
Net transactions with iVoice, Inc. 49,129 49,129
Net loss for the twelve months ended
December 31, 2004 (194,261) (194,261)
--------- --------- --------- --------- ---------
Balance at December 31, 2004 100 $ 0 $ 148,302 $(293,044) $(144,742)
========= ========= ========= ========= =========

The Notes to Financial Statements are an integral part of these statements.

F-5

DEEP FIELD TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
For The Years December 31, 2004 and 2003

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

CASH FLOW FROM OPERATING ACTIVITIES
Net loss $(194,261) $ (28,938)
Depreciation and amortization -- 2,869
Changes in operating assets and liabilities
Increase in accounts receivable (3,000) --
Increase in inventory (3) --
Decrease in cost in excess of billing 76 --
Increase (decrease) in accounts payable and
accrued expenses 47,513 (1,389)
Increase in deferred maintenance contracts 112 --
--------- ---------
Net cash used in operating activities (149,563) (27,458)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Allocation of costs by iVoice 49,129 27,458
Sale of convertible debentures 400,000 --
--------- ---------
Net cash provided by financing activities 449,129 27,458
--------- ---------
NET INCREASE (DECREASE) IN CASH 299,566 0

CASH - beginning 0 0

CASH - end $ 299,566 $ 0
========= =========
CASH PAID DURING THE YEAR FOR:
Interest expense $ 0 $ 14,468
========= =========
Income taxes $ 0 $ 0
========= =========

The Notes to Financial Statements are an integral part of these statements.

F-6

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

NOTE 1 - BACKGROUND

Deep Field Technologies, Inc. ("Deep Field Technologies" or the "Company")
was incorporated under the laws of New Jersey on November 10, 2004 as a
wholly owned subsidiary of iVoice, Inc. ("iVoice"). The Company received by
assignment all of the interests in and rights and title to, and assumed all
of the obligations of, all of the agreements, contracts, understandings and
other instruments of iVoice Technologies 2, Inc., a Nevada corporation and
affiliate of the Company. When we refer to or describe any agreement,
contract or other written instrument of the Company in these notes, we are
referring to an agreement, contract or other written instrument that had been
entered into by Deep Field Technologies and assigned to the Company.

On September 1, 2004, the Board of Directors of iVoice, Inc. resolved to
pursue the separation of iVoice software business into three publicly owned
companies. iVoice will continue to focus on its own computerized telephony
technology and related business development operations. Deep Field
Technologies intends to continue to develop, market and license the Unified
Messaging line of computerized telephony software.

In September, 2004, iVoice Inc. announced that it intends to distribute to
its shareholders all of the Deep Field Technologies Class A Common Stock.

The spin-off transaction will be accomplished by the distribution of certain
intellectual property, representing the software codes of Unified Messaging,
and certain accrued liabilities and related party debt to Deep Field
Technologies (the "Distribution"), the shares of common stock of which will
be distributed to iVoice shareholders in the form of a taxable dividend.

In conjunction with the spin-off, Deep Field Technologies has entered into an
administrative services agreement with iVoice. The administrative services
agreement will continue on a month to month basis until Deep Field
Technologies has found replacement services for those services being provided
by iVoice or can provide those services for itself.

Deep Field Technologies also intends to assume $190,000 in accrued
liabilities and related party debt presently outstanding and incurred by
iVoice. The debt being assumed will be convertible into Class B Common Stock
of Deep Field Technologies at the option of the holder as later described in
these notes.

NOTE 2 - BUSINESS OPERATIONS

The Company will continue to develop, market and license the Unified
Messaging line, which was developed by iVoice. With Unified Messaging,
e-mail, voice mail and faxes can be handled through a desktop computer or
telephone. All messages can be viewed and acted upon in order of importance
via Microsoft Outlook or a web browser. E-mail can also be retrieved over
the phone, using text-to-speech, and responded to with a voice message
including directed to a fax machine.

F-7

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

NOTE 3 - GOING CONCERN

As of December 31, 2004, the Company had a net loss, a negative cash flow
from operations as well as negative working capital. These matters 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.

In order to provide necessary working capital, in August 2004, the Company
entered into a subscription agreement, pursuant to which the Company issued
$200,000 of secured convertible debentures in August 2004, and an additional
$200,000 of secured convertible debentures in November 2004 around the time
of filing of the registration statement for the Class A Common Stock.
Interest on the secured convertible debentures is payable at 5% per annum
and the secured convertible debentures are convertible into the Company's
Class A Common Stock at a price equal to the lesser of (a) an amount equal to
one hundred twenty percent (120%) of the initial bid price of the Class A
Common Stock on the date of effectiveness of the registration statement, or
(b) an amount equal to eighty percent (80%) of the lowest closing bid price
of the Class A Common Stock for the five (5) trading days immediately
preceding the conversion date. Additionally, the Company had also entered
into a Standby Equity Distribution Agreement, subsequently terminated, where
the Company could, at its discretion, periodically sell to an investor
shares of Class A Common Stock to raise capital to fund working capital
needs. These two financing transactions required the Company to register
its common stock under Section 12 (g) of the U.S. Securities Exchange Act of
1934 and subsequently register for resale a number of shares to facilitate
these financing transactions.

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 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

The accompanying financial statements have been derived from the
consolidated financial statements and accounting records of iVoice using the
historical results of operations

F-8

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

and historical basis of assets and liabilities of the Company's Interactive
Voice Response business. Management believes the Assumptions underlying the
financial statements are reasonable. However, the financial statements included
herein may not necessarily reflect the Company's results of operations,
financial position, and cash flows in the future or what its results of
operations, financial position and cash flows would have had the Company been a
stand-alone company during the periods presented.

b) Use of Estimates

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

c) Software License Costs

Software license costs are recorded at cost, which approximates fair
market value as of the date of purchase. These costs represent the purchase
of various exploitation rights to certain software, pre-development codes and
systems developed by a non-related third party. These costs are capitalized
pursuant to Statement of Financial Accounting Standards ("SFAS") 86,
"Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed". The Company has adopted SFAS No. 121. The carrying
value of software license costs are regularly reviewed by the Company and a
loss would be recognized if the value of the estimated un-discounted cash
flow benefit related to the asset falls below the unamortized cost.
Historically the Unified Messaging software technology has produced limited
sales revenue. However, management believes that the limited sales generated
result from a lack of application of Company sales and marketing resources to
the software. It is Management's plan to devote such resources to its
software technology to recognize the technology's potential value and
therefore, no impairment loss has been recorded.

d) Revenue Recognition

The Company derives its revenues from the licensing of its software
product and optional customer support (maintenance) service. The Company's
standard license agreement provides for a one-time fee for use of the
Company's product in perpetuity for each computer or CPU in which the
software will reside. The Company's software application is fully functional
upon delivery and implementation and does not require any significant
modification or alteration. The Company also offers customers an optional
annual software maintenance and support agreement for the subsequent one-year
periods. Such maintenance and support services are free for the first year
the product is licensed and is considered the warranty period. The software
maintenance and support agreement provides free software updates, if any, and
technical support the customer may need in deploying or changing the
configuration of the software. Generally, the Company does not license its
software in multiple element arrangements whereby the customer purchases a
combination of software and maintenance. In a typical arrangement, software
maintenance services are sold separately from the software product; are not
considered essential to the

F-9

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

functionality of the software and are purchased at the customer's option upon
the completion of the first year licensed.

The Company does not offer any special payment terms or
significant discount pricing. Normal and customary payment terms require
payment for the software license fees when the product is shipped. Payment
for software maintenance is due prior to the commencement of the maintenance
period. It is also the Company's policy to not provide customers the right
to refund any portion of its license fees. The Company accepts Visa and
MasterCard as well as company checks.

With respect to customer support services, upon the completion of
one year from the date of sale, considered to be the warrantee period, the
Company offers customers an optional annual software maintenance and support
agreement for subsequent one-year periods. Sales of purchased maintenance
and support agreements are recorded as deferred revenue and recognized over
the respective terms of the agreements.

e) Product Warranties

The Company estimates its warranty costs based on historical warranty
claims experience in estimating potential warranty claims. Due to the
limited sales of the Company's products, management has determined that
warranty costs are immaterial and has not included an accrual for potential
warranty claims. Presently, costs related to warranty coverage are expensed
as incurred. Warranty claims are reviewed quarterly to verify that warranty
liabilities properly reflect any remaining obligation based on the
anticipated expenditures over the balance of the obligation period.

f) Research and development costs

Research and development costs will be charged to expense as
incurred.

g) Inventory

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

F-10

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

h) Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board ("FASB") of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date.

The Company, not being a separate reporting entity, will not receive
any benefit from the approximately $100,000 net operating loss allocated to
the unified messaging software business contained in these financial
statements.

i) Organization Costs

Organization costs consist primarily of professional and filing fees
relating to the formation of the Company. These costs have been expensed.

j) Earnings Per Share

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

The computation of basic pro forma EPS is computed by dividing
income available to common shareholders by the expected number of shares to
be issued in connection with the Company's proposed spin-off from iVoice,
Inc. Diluted earnings per share gives effect to all dilutive potential
Common shares outstanding during the period. The computation of diluted EPS
does not assume conversion, exercise or contingent exercise of securities
that would have an anti-dilutive effect on earnings resulting from the
Company's net loss position. Since the earnings per share information is
being shown on a pro forma basis, only the most recent year has been
presented. The shares used in the computation are as follows:

As of As of
December 31, 2004 December 31, 2003
----------------- -----------------

Pro Forma Basis and diluted purposes 100 100

F-11

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

k) Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income", establishes
standards for the reporting and display of comprehensive income and its
components in the financial statements. The items of other comprehensive
income that are typically required to be displayed are foreign currency
items, minimum pension liability adjustments, and unrealized gains and losses
on certain investments in debt and equity securities. As of December 31,
2004 and 2003, the Company has no items that represent comprehensive
income, and thus, has not included a statement of comprehensive income.

l) Recent Accounting Pronouncements

In December 2003, the FASB issued Interpretation No. 46-R,
"Consolidation of Variable Interest Entities" ("FIN 46-R"). FIN 46-R, which
modifies certain provisions and effective dates of FIN No. 46, sets forth
criteria to be used in determining whether an investment in a variable
interest entity should be consolidated, and is based on the general premise
that companies that control another entity through interests other than
voting interests should consolidate the controlled entity. The provisions of
FIN 46 became effective for the Company during the third quarter of Fiscal
2004. The adoption of this new standard did not have any impact on the
Company's financial position, results of operations or cash flows.

In December, 2003, the FASB issued a revision to SFAS No. 132
"Employers' Disclosures about Pensions and Other Post retirement Benefits."
This revised statement requires additional annual disclosures regarding types
of pension plan assets, investment strategy, future plan contributions,
expected benefit payments and other items. The statement also requires
quarterly disclosure of the components of net periodic benefit cost and plan
contributions. This currently has no effect on the Company.

m) Reclassification

Certain amounts in the 2003 financial statements were reclassified to
conform to the 2004 presentation. The reclassification results in no changes
in the net loss for that period.

NOTE 5 - RELATED PARTY TRANSACTIONS

During the years ended December 31, 2004 and 2003, iVoice allocated
operating costs of $49,129 and $27,458, respectively to Deep Field
Technologies. These allocations are reflected in the selling, general and
administrative, cost of revenue and research and development line items in
our statements of operations. The general corporate expense allocation is
primarily for cash management, selling expense, legal, accounting, tax,
insurance, public relations, advertising, and human resources. The
amortization of the Unified Messaging software has been reflected as cost of
sales. Other general categories of operating expense, as well as other
income and expense, have been allocated to Deep Field Technologies by iVoice
based upon a ratio of revenue of the Unified Messaging software over total
iVoice revenue for the applicable periods. Management believes the costs of
these services charged are a reasonable representation of the

F-12

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

costs that would have been incurred if Deep Field Technologies had performed
these functions as a stand-alone company.

NOTE 6 - INCOME TAXES

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

Federal Income Tax Rate (34.0)%
Deferred Tax charge (Credit) 0.0 %
Effect on Valuation Allowance 38.1 %
State Income Tax, Net of Federal Benefits ( 4.1)%
Effective Income Tax Rate 0.0 %

Prior to the spin-off, the Company was included as part of iVoice's
consolidated federal income tax return. However the income tax expense
presented in these financial statements has been computed on a separate
return basis.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

As discussed in Note 3, the Company has entered into a subscription agreement
with certain purchasers for the sale of $500,000 in convertible debentures.
The debentures will be convertible into Class A common stock at the
discretion of the holders. Additionally, the Company has entered into a
Standby Equity Distribution Agreement whereby the Company, at its discretion,
may periodically sell to an investor shares of Class A Common Stock to raise
capital to fund its working capital needs. These transactions will require
the Company to register its common stock under Section 12 (g) of the
Securities Exchange Act of 1934 and subsequently register for resale a number
of shares to facilitate these financial transactions.

The Company will also assume an outstanding promissory note in the amount of
$190,000 payable to Jerry Mahoney, President and Chief Executive Officer of
iVoice and Non-Executive Chairman of the Board of Deep Field Technologies.
This amount is related to funds loaned to iVoice and is unrelated to the
operations of. Deep Field Technologies. The note will bear interest at the
rate of Prime plus 2.0% per annum on the unpaid balance until paid. Under
the terms of the Promissory Note, at the option of the Note holder, principal
and interest can be converted into either (i) one share of Class B Common
Stock of Deep Field Technologies, Inc., par value $.01 per share, for each
dollar owed, (ii) the number of shares of Class A Common Stock of Deep Field
Technologies, Inc. calculated by dividing (x) the sum of the principal and
interest that the Note holder has requested to have prepaid by (y) eighty
percent (80%) of the lowest issue price of Class A Common Stock since the
first advance of funds under this Note, or (iii) payment of the principal of
this Note, before any repayment of interest.

F-13

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

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

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

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

In conjunction with the various spin-offs, Deep Field Technologies has
entered into an 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.

NOTE 8 - CAPITAL STOCK

Pursuant to Deep Field Technologist's certificate of incorporation, as
amended, the Company is authorized to issue 10,000,000,000 shares of Class A
Common Stock, no par value per share, 50,000,000 shares of Class B Common
Stock, par value $0.01 per share, 20,000,000 shares of Class C Common Stock,
par value $0.01 per share, and 1,000,000 shares of Preferred Stock, par value
of $1.00 per share. Below is a description of Deep Field Technologies'
outstanding securities, including Class A Common Stock, Class B Common Stock,
Class C Common Stock, and Preferred Stock.

a) Class A Common Stock

As of December 31, 2004, there are 10,000,000,000 shares of
Class A Common Stock authorized, no par value, and 100 shares were issued and
outstanding.

Each holder of Class A Common stock is entitled to receive
ratably dividends, if any, as may be declared by the Board of Directors out
of funds legally available for payment of dividends. The Company has never
paid any dividends on its Common Stock and does not contemplate doing so in
the foreseeable future. The Company anticipates that any earnings generated
from operations will be used to finance its growth objectives.

b) Class B Common Stock

As of December 31, 2004, there are 50,000,000 shares of Class B
Common Stock authorized, par value $.01 per share. Each holder of Class B
Common Stock has voting rights equal to 100 shares of Class A Common Stock.
A holder of Class B Common Stock has the right

F-14

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

to convert each share of Class B Common Stock into the number of shares of Class
A Common Stock determined by dividing the number of Class B Common Stock being
converted by a 20% discount of the lowest price that Deep Field Technologies,
Inc. had ever issued its Class A Common Stock. Upon our liquidation,
dissolution, or winding-up, holders of Class B Common Stock will be entitled to
receive distributions. As of December 31, 2004, no shares were issued or
outstanding.

c) Class C Common Stock

As of December 31, 2004, there are 20,000,000 shares of Class C
Common Stock authorized, par value $.01 per share. Each holder of Class C
Common Stock is entitled to 1,000 votes for each share held of record.
Shares of Class C Common Stock are not convertible into Class A Common
Stock. Upon liquidation, dissolution or wind-up, the holders of Class C
Common Stock are not entitled to receive our net assets pro rata. As of
December 31, 2004, no shares were issued or outstanding.

d) Preferred Stock

Deep Field Technologies is authorized to issue 1,000,000 shares of
Preferred Stock, par value $1.00 per share, 10 shares of which have been
designated as Series A 5% Convertible Preferred Stock. As of December 31,
2004, Deep Field Technologies has not issued any shares of Preferred Stock.

NOTE 9 - SUBSEQUENT EVENTS

In August 2004, the Company entered into an agreement with Sloan Securities
Corporation to act as an agent for the private placement of secured
convertible debentures to Cornell Capital Partners, L.P. Under the placement
agent agreement, the Company agreed to issue to Sloan on or about the date of
effectiveness of the registration statement for the Class A Common Stock a
number of shares of Class A Common Stock equal to $10,000 divided by the
closing bid price of the Class A Common Stock on the date of effectiveness of
such registration statement. The Company issued $200,000 of secured
convertible debentures on the dates and in the amounts as followed: August
2004 for $200,000 and November 2004 for $200,000. These were convertible
into shares of Class A Common Stock at a price equal to the lesser of (a) an
amount equal to one hundred twenty percent (120%) of the initial bid price of
the Class A Common Stock on the date of effectiveness of the registration
statement of which this prospectus is a part or (b) an amount equal to eighty
percent (80%) of the lowest closing bid price of the Class A Common Stock for
the five trading days immediately preceding the conversion date. The secured
convertible debentures had a term of two years with all accrued interest due
at the expiration of the term. At our option, these debentures may be
redeemed at a 20% premium prior to August 12, 2006. The secured convertible
debentures were secured by a first priority security interest in
substantially all of the assets of Deep Field Technologies.

On February 28, 2005, the Company renegotiated the terms and conditions of
its Convertible Debentures with the holders of such debentures. The parties
thereto agreed to terminate the Convertible Debentures replacing them with
Promissory Notes. The Promissory Note was in the

F-15

DEEP FIELD TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

amount of $500,000, $400,000 of which replaced the convertible debentures, and
$100,000 of which was advanced on February 28, 2005. A commitment fee of 10% of
the face amount of the Convertible Debentures was paid at the time of each
advance on the Convertible Debentures. Such commitment fees were credited
against commitment fees due and owing against the Note. The balance of the
commitment fee against the Notes was paid on February 28, 2005, at the time that
such $100,000 was advanced to the Company.

The Promissory Note bears interest at the rate of 12% per annum. Principal
on the Notes will be amortized in equal weekly installments of $10,000
commencing on July 4, 2005. Payments of interest shall commence on September
1, 2005 and shall continue on the first day of each calendar month thereafter
until the principal is paid in full. Payment in full of the principal and
interest on the Note is due on or before July 4, 2006. In the event all
principal and interest has not been paid by the one year anniversary from the
initial payment on July 4, 2005, in accordance with the amortization schedule
described above, the Company will make a lump sum payment of all outstanding
interest and principal on July 4, 2006.

On February 28, 2005, iVoice, Inc. agreed to provide a full and unconditional
guaranty of the payment and performance obligations of Deep Field
Technologies under the promissory notes which cannot be discharged, except by
complete performance of the obligations under the promissory notes and the
related documents. Under the guaranty, if Deep Field Technologies defaults
in payment or performance of any of its obligations under the promissory
notes, iVoice, Inc. is required to pay or perform such obligations upon two
days' written notice or demand by the holders of the promissory notes and to
take an advance or advances, as may be necessary, from the Standby Equity
Distribution Agreement by and between iVoice Inc. and Cornell Capital
Partners, LP. Notwithstanding anything to the contrary, so long as the
outstanding principal amount is zero or would be made zero simultaneously
with the termination, iVoice, Inc. shall have the right to terminate the
guaranty at any time by providing written notice of such termination.
Notwithstanding anything to the contrary, this Guaranty shall be discharged
and terminated upon the Company's registration statement in connection with
the Distribution being declared effective by the U.S Securities and Exchange
Commission.

Effective August 12, 2004, Deep Field Technologies entered into a Standby
Equity Distribution Agreement with Cornell Capital Partners to obtain an
equity line of credit. Under this agreement, Deep Field Technologies may issue
and sell to Cornell Capital Partners Class A Common Stock for a total purchase
price of up to $10.0 million. Effective February 28, 2005, Deep Field
Technologies terminated its Standby Equity Distribution Agreement, dated
August 2004, entered into by and between the Company and Cornell Capital
Partners, LLP. On March 9, 2005, the Company executed a non-binding letter
agreement with Cornell Capital Partners LLP whereby the parties agreed subject
to the satisfaction of certain conditions to enter into a Standby Equity
Distribution Agreement following the date that the Company's registration
statement on Form SB-2, as filed with the Securities and Exchange Commission
on November 2004, is deemed effective by that agency. Subject to various
conditions, the non-binding letter of commitment provides that, upon execution
of definitive documents and the satisfaction of any conditions that may be set
forth in such documents Deep Field Technologies will be entitled to commence
drawing funds under this agreement when the resale of the Class A Common Stock
issuable under the equity line of credit is registered with the Securities and
Exchange Commission, and

F-16

the equity line of credit will remain outstanding for two years thereafter. The
non-binding letter of commitment provides that purchase price for the shares
will be equal to 95% of the market price, which is defined as the lowest closing
bid price of the Class A Common Stock during the five trading days following the
date that Deep Field Technologies delivers to Cornell Capital Partners a notice
requiring it to advance funds to the Company. A cash fee equal to six percent
(6%) of the cash proceeds of the draw down is also payable at the time of
funding. In addition, non-binding letter of commitment provides that Cornell
Capital Partners will receive, as additional compensation, the number of shares
of Class A Common Stock equal to one and one half percent (1.5%) of the number
of shares of Class A Common Stock outstanding on the date that the registration
statement in respect of the shares to be distributed pursuant to the equity line
of credit becomes effective. To date, Deep Field Technologies has not drawn down
on the equity line of credit.

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

F-17

SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed statements of operations for the
years ended December 31, 2004 and 2003 and the unaudited pro forma
condensed balance sheet at December 31, 2004 present the results of
operations and financial position of Deep Field Technologies, Inc., assuming
that the transactions contemplated by the spin-off had been completed as of
the beginning of 2003 with respect to the pro forma consolidated income
statements years ended December 31, 2004 and 2003 for the year ended
December 31, 2004 with respect to the pro forma consolidated balance sheet.
The pro forma adjustments give effect of a spin-off transaction whereby
shareholders of the Company's former parent, iVoice Inc., will receive a
pro-rata distribution of the Company's shares in the form of a taxable
dividend. Under the spin-off transaction, the Company will receive certain
intellectual property and liabilities of the Company's former parent, iVoice,
Inc. In the opinion of management, they include all material adjustments
necessary to reflect, on a pro forma basis, the impact of transactions
contemplated by the spin-off on the historical financial information of Deep
Field Technologies, Inc.

The pro forma financial information is presented for informational purposes
and does not purport to represent what our financial position and our results
of operations actually would have been had the separation and related
transactions occurred on the dates indicated. Actual results might have
differed from pro forma results if Deep Field Technologies had operated
independently. The pro forma financial information should not be relied upon
as being indicative of results Deep Field Technologies would have had or of
future results after the spin-off. The historical selected financial
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the combined
financial statements and notes thereto included elsewhere in this prospectus.

F-18

CONDENSED UNAUDITED PRO FORMA BALANCE SHEETS

(UNAUDITED)

AS OF DECEMBER 31, 2004

As Pro Forma
Reported Adjustments Pro Forma
--------- ---------- ---------

Current Assets
Cash $ 299,566 $ -- $ 299,566
Accounts Receivable 3,000 -- 3,000
Inventory 317 -- 317
--------- --------- ---------
Total Current Assets 302,883 -- 302,883
--------- --------- ---------
Total Assets $ 302,883 $ -- $ 302,883
========= ========= =========

Current Liabilities
Accounts payable and accrued
liabilities: 47,513 -- 47,513
Due to related party -- 190,000 190,000
Convertible debentures 400,000 -- 400,000
Deferred maint contracts 112 -- 112
--------- --------- ---------
Total current liabilities 447,625 190,000 637,625

Stockholder's deficit (144,742) (190,000) (334,742)
--------- --------- ---------
Total Liabilities and Stockholder's Deficit $ 302,883 $ -- $ 302,883
========= ========= =========

See accompanying Notes to Condensed Unaudited Pro Forma Financial Information.

F-19

PRO FORMA STATEMENT OF OPERATIONS

(UNAUDITED)

AS OF DECEMBER 31, 2004

As Pro Forma
Reported Adjustments Pro Forma
--------- ----------- ---------

Sales, net $ 7,344 $ -- $ 7,344

Cost of Sales 2,352 -- 2,352
--------- --------- ---------
Gross Profit 4,992 -- 4,992

Selling General and
Administrative Expenses 125,738 35,000 160,738
--------- --------- ---------

Loss from Operations (120,746) (35,000) (155,746)

Other Income (Expense) (73,515) (12,350) (85,865)
--------- --------- ---------

Loss before Income Taxes (194,261) (47,350) (241,611)

Provision for Income Taxes -- -- --
--------- --------- ---------

Net Loss $(194,261) $ (47,350) $(241,611)
========= ========= =========

Net Loss Per Common Share:
Basic $ (0.02)
=========
Diluted $ (0.02)
=========

See accompanying Notes to Condensed Unaudited Pro Forma Financial Information.

F-20

PRO FORMA STATEMENT OF OPERATIONS

(UNAUDITED)

YEAR ENDED DECEMBER 31, 2003

As Pro Forma
Reported Adjustments Pro Forma
--------- ----------- ---------

Sales, net $ 8,505 $ 8,505

Cost of Sales 3,447 -- 3,447
--------- --------- ---------

Gross Profit 5,058 -- 5,058

Selling General and
Administrative Expenses 24,288 60,000 84,288
--------- --------- ---------

Income (Loss) from Operations (19,230) (60,000) (79,230)

Other Income (Expense) (9,708) (12,350) (22,058)
--------- --------- ---------

Loss before Income Taxes (28,938) (72,350) (101,288)

Provision for Income Taxes -- -- --
--------- --------- ---------

Net Loss $ (28,938) $ (72,350) $(101,288)
========= ========= =========

Net Loss Per Common Share:
Basic $ (0.01)
=========
Diluted $ (0.01)
=========

See accompanying Notes to Condensed Unaudited Pro Forma Financial Information.

F-21

NOTES TO CONDENSED UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE 1.

The historical financial statements of Deep Field Technologies, Inc. reflect
periods during which Deep Field Technologies did not operate as a separate,
independent public company. Certain estimates, assumptions and allocations
were made in preparing such financial statements. Therefore, the historical
financial statements do not necessarily reflect the results of operations or
financial position that would have occurred had Deep Field Technologies been
a separate, independent public company during the periods presented, nor are
they indicative of future performance.

Management believes that the estimates, assumptions and allocations made in
preparing the historical financial statements are reasonable.

NOTE 2..

The pro forma unaudited balance sheet was prepared assuming the distribution
occurred on December 31, 2004 and includes "Pro Forma Adjustments" for
transactions that occurred subsequent to December 31, 2003 as follows:

a) The Company is assuming an outstanding promissory note in the amount
of $190,000 payable to Jerry Mahoney, President and Chief Executive
Officer of iVoice. The note will bear interest at the rate of prime
plus 2.0% per annum on the unpaid balance until paid or until
default. Under the terms of the Promissory Note, at the option of
the Note holder, principal and interest can be converted into either
(i) one Class B common stock share of Deep Field Technologies, Inc.,
par value $.01, for each dollar owed, (ii) the number of Class A
common stock shares of Deep Field Technologies, Inc. calculated by
dividing (x) the sum of the principal and interest that the Note
holder has requested to have prepaid by (y) eighty percent (80%) of
the lowest issue price of Class A common stock since the first
advance of funds under this Note, or (iii) payment of the principal
of this Note, before any repayment of interest.

NOTE 3.

The pro forma unaudited statement of operations for the year ended December
31, 2004 was prepared assuming the distribution occurred on January 1, 2003
and includes "Pro Forma Adjustments" for transactions that would have
occurred subsequent to January 1, 2003 as follows:

a) $35,000 in administrative services provided by iVoice, Inc. pursuant
to an administrative service agreement between Deep Field
Technologies and iVoice, Inc.

F-22

b) $12,350 in interest at 6.5% per annum on $190,000 in outstanding
amounts due to a related party being assumed by Deep Field
Technologies.

The pro forma unaudited statement of operations for the year ended
December 31, 2003 was prepared assuming the distribution occurred on January
1, 2003 and includes "Pro Forma Adjustments" for transactions that would have
occurred subsequent to January 1, 2003 as follows:

c) $60,000 in administrative services provided by iVoice, Inc. pursuant
to an administrative service agreement between Deep Field
Technologies and iVoice, Inc. The administrative services agreement
sets forth charges generally intended to allow the providing company
to fully recover the allocated direct costs of providing the
services, plus all out-of-pocket costs and expenses. In conjunction
with the spin-off, Deep Field Technologies has entered into a
temporary administrative service agreement with iVoice. The
administrative services agreement will continue on a month to month
basis until Deep Field Technologies has found replacement services
for those services being provided by iVoice or can provide these
services for itself.

d) $12,350 in interest at 6.5% per annum on $190,000 in outstanding
amounts due to a related party being assumed by Deep Field
Technologies.

NOTE 4.

The average number of shares of Deep Field Technologies common stock used in
the computation of basic and diluted net income per share was 10,000,100 for
the year ended December 31, 2004 and 2003, based on a distribution ratio of
one share of Deep Field Technologies Class A common stock for every 874
shares of iVoice common stock. Since the Company is in a net loss position,
all common stock equivalents are considered anti-dilutive and are therefore
not included in the calculation of earnings per share.

F-23

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

Until ___, all dealers that Index to Financial Statements.........
effect transactions in these
securities, whether or not
participating in this offering may be
required to deliver a prospectus. This --------------------------------------
is in addition to the dealers'
obligation to deliver a prospectus
when acting as underwriters and with
respect to their unsold allotments or
subscription. The information
contained in this prospectus is
current only as of its date. Deep Field Technologies, Inc.

____________________
10,050,000 Shares of
TABLE OF CONTENTS Class A Common Stock

Page
---- ____________________

Prospectus Summary...............
Summary of the Distribution......
Summary Condensed Financial [LOGO]
Information....................
Potential Dilution Due to
Conversion at Below Market
Price..........................
Risk Factors..................... ____________________
Cautionary Statement Regarding
Forward-Looking Statements.....
Use of Proceeds..................
Management's Discussion and
Analysis of Financial Date: ________, 2005
Condition and Results of
Operations.....................
Our Business.....................
Deep Field Technologies'
Management.....................
Certain Relationships and
Related Transactions...........
Principal Stockholders...........
Description of Securities .......
The Distribution.................
Federal Income Tax Consequences --------------------------------------
of the Distribution............
Change in Accountants............
Reasons for Furnishing this
Document.......................
Relationship between iVoice and
Deep Field Technologies
following the Distribution.....
Where You Can Find More
Information....................
Index to Financial Statements....

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Deep Field Technologies' bylaws provide that it will indemnify a person
who was or is a party, or is threatened to be made a party, to any proceeding
(other than an action by or in the right of Deep Field Technologies) by reason
of the fact that such person is or was a director or an officer of Deep Field
Technologies against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if that
person acted in good faith and in a manner that that person reasonably believed
to be in the best interests of Deep Field Technologies and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct of that
person was unlawful. Deep Field Technologies' bylaws also provide that it will
indemnify a person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of Deep Field
Technologies to procure a judgment in its favor by reason of the fact that said
person is or was a director or an officer of Deep Field Technologies against
expenses actually and reasonably incurred in connection with the defense or
settlement of that action if that person acted in good faith, in a manner that
that person reasonably believed to be in the best interests of Deep Field
Technologies and with such care, including reasonable inquiry, that such action
would not be deemed grossly negligent on the part of such person.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth estimated expenses expected to be
incurred in connection with the issuance and distribution of the securities
being registered. Deep Field Technologies will pay all expenses in
connection with this offering.

Securities and Exchange Commission
Registration Fee $32
Printing and Engraving Expenses $25,000
Accounting Fees and Expenses $8,000
Legal Fees and Expenses $150,000
Miscellaneous $30,000
---------

TOTAL $213,032
--------

Item 26. Recent Sales of Unregistered Securities

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with interest payable at 5% per annum, to Cornell Capital Partners. The
debentures are convertible at the option of the holder only after the Company's
Class A Common Stock has commenced trading on the Over-the-Counter Bulletin
Board. Each of the debentures were convertible into shares of Class A Common
Stock at a price equal to the lesser of (a) an amount equal to one hundred
twenty percent (120%) of the initial bid price of the Class A Common Stock on
the date of effectiveness of the registration statement of which this prospectus
is a part or (b) an amount equal to eighty percent (80%) of the lowest closing
bid price of the Class A Common Stock for the five trading days immediately
preceding the conversion date. The secured convertible debentures had a term of
two years with all accrued interest due at the expiration of the term. At our
option, these debentures could be redeemed at a 20% premium prior to August 12,
2006. The secured convertible debentures were secured by a first priority
security interest in substantially all of the assets of Deep Field Technologies.
On February 28, 2005, the secured debentures were terminated and replaced with a
promissory note in the amount of $500,000 ($400,000 representing replacement
notes and $100,000 representing new financing).

Effective August 12, 2004, Deep Field Technologies entered into a
Standby Equity Distribution Agreement with Cornell Capital Partners to obtain
an equity line of credit. On February 28, 2005, Deep Field Technologies
entered into a Termination Agreement with Cornell Capital Partners, pursuant
to which the equity line transaction was terminated. On March 9, 2005, Deep
Field Technologies received a non-binding letter of intent from Cornell
Capital whereby Cornell Capital agreed has offered, subject to satisfaction
of certain conditions, to purchase shares of Deep Field Technologies' common
stock upon the terms set forth in the non-binding letter of intent and the
definitive documentation to be executed after satisfaction of those closing
conditions. Pursuant to the terms of the non-binding letter of intent, if
the definitive documentation is executed, Deep Field Technologies, subject to
satisfaction of conditions, may issue and sell to Cornell Capital Partners
Class A Common Stock for a total purchase price of up to $10.0 million. The
purchase price for the shares would be equal to 95% of the market price,
which is defined as the lowest closing bid price of the Class A Common Stock
during the five trading days following the date that Deep Field Technologies
delivers to Cornell Capital Partners a notice requiring it to advance funds
to us. A cash fee equal to six percent (6%) of the cash proceeds of the draw
down would also be payable at the time of funding. In addition, Cornell
Capital Partners would receive, as additional compensation, the number of
shares of Class A Common Stock equal to one and one half percent (1.5%) of
the number of shares of Class A Common Stock outstanding on the date that the
registration statement in respect of the shares to be distributed pursuant to
the equity line of credit becomes effective.

Deep Field Technologies has agreed to assume from iVoice upon the date
of this prospectus an outstanding promissory note in the amount of $190,000
payable to Jerry Mahoney. This amount is related to funds loaned to iVoice
and unrelated to the operations of Deep Field Technologies. Deep Field
Technologies, for value received, will promise to pay to Mr. Mahoney the
principal sum of $190,000 that will bear interest at the prime rate plus 2%
per annum on the unpaid balance until paid or until default. Interest
payments will be due annually. All accrued interest becomes due on the date
of any payment of the promissory note. At the time of default (if any) the
interest rate shall increase to 20% until the principal balance has been
paid. Under the terms of the promissory note, at the option of the note
holder, principal and interest can be converted into either (i) one share of
Class B Common Stock of Deep Field Technologies,

II-2

par value $0. 01, for each dollar owed, (ii) the number of shares of Class A
Common Stock of Deep Field Technologies calculated by dividing (x) the sum of
the principal and interest that the note holder has requested to have prepaid by
(y) eighty percent (80%) of the lowest issue price of Class A Common Stock since
the first advance of funds under this note, or (iii) payment of the principal of
this note, before any repayment of interest. Deep Field Technologies has yet to
record this liability on its financial statements, as the promissory note will
not be assumed by Deep Field Technologies until the effectiveness of the
registration statement.

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

Item 27. Exhibits

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

3.1* Amended and Restated Certificate of Incorporation of Deep
Field Technologies, Inc.

3.2* By-laws of Deep Field Technologies, Inc.

4.1* Form of Deep Field Technologies, Inc. 5% Secured
Convertible Debenture due August 12, 2006 issued to
Cornell Capital Partners, LP

5.1* Opinion of Meritz & Muenz LLP

10.1* Standby Equity Distribution Agreement, dated August 12,
2004, between Cornell Capital Partners, LP and iVoice
Technology 2, Inc.

10.2* Securities Purchase Agreement, dated August 12, 2004,
between iVoice Technology 2, Inc. and Cornell Capital
Partners, LP.

10.3* Escrow Agreement, dated August 12, 2004, between iVoice
Technology 2, Inc., Cornell Capital Partners, LP and
Butler Gonzalez LLP

10.4* Registration Rights Agreement, dated August 12, 2004,
between iVoice Technology 2, Inc. and Cornell Capital
Partners, LP

II-3

10.5* Escrow Agreement, dated August 12, 2004, between iVoice
Technology 2, Inc., Cornell Capital Partners, LP. and
Butler Gonzalez LLP

10.6* Investor Registration Rights Agreement, dated August 12,
2004, between iVoice Technology 2, Inc. and Cornell
Capital Partners, LP.

10.7* Security Agreement, dated August 12, 2004, between iVoice
Technology 2, Inc. and Cornell Capital Partners, LP.

10.8* Placement Agent Agreement, dated August 12, 2004, between
iVoice Technology 2, Inc. and Sloan Securities
Corporation.

10.9 Employment Agreement, dated as of August 3, 2004, between
iVoice Technology 2, Inc. and Jerome Mahoney

10.10 Employment Agreement, dated as of October 1, 2004, between
iVoice Technology 2, Inc. and Mark Meller

10.11** Administrative Services Agreement, dated August 1, 2004,
between iVoice, Inc. and iVoice Technology 2, Inc.

10.12** Assignment and Assumption Agreement and Consent, dated
November 11, 2004 between iVoice Technology 2, Inc. and
Deep Field Technologies, Inc.

10.13** Assignment and Assumption Agreement and Consent, dated
November 11, 2004 between iVoice Technology 2, Inc. and
Deep Field Technologies, Inc.

10.14** Assignment of Intellectual Property, dated ____ between
iVoice, Inc. and Deep Field Technologies, Inc.

10.15** Waiver dated January 6, 2005 of Jerome Mahoney

10.16** Promissory Note from Deep Field Technologies, Inc. to
Jerome Mahoney (undated)

Amendment to Employment Agreement, dated January 11, 2005,
10.17 between Deep Field Technologies, Inc. and Mark Meller

10.18 Termination Agreement, dated February 28, 2005, between
Cornell Capital Partners, LP and Deep Field Technologies,
Inc., with respect to a Securities Purchase Agreement,
Convertible Debentures, Security Agreement, Investor
Registration Rights Agreement, an Escrow Agreement and
Irrevocable Transfer Agent Instructions, each dated August
13, 2004.

II-4

10.19 Termination Agreement, dated February 28, 2005, between
Cornell Capital Partners, LP and Deep Field Technologies,
Inc., with respect to a Standby Equity Distribution
Agreement, Registration Rights Agreement, Escrow Agreement
and Placement Agent Agreement, each dated August 13, 2004.

10.20 Promissory Note, dated February 28, 2005, from Deep Field
Technologies, Inc. to Cornell Capital Partners, LP

10.21 Security Agreement, dated as of February 28, 2005, by and
between Deep Field Technologies, Inc. and Cornell Capital
Partners, LP

10.22** Guaranty of Promissory Note from Deep Field Technologies,
Inc. to Cornell Capital Partners, LP, made by iVoice, Inc.
in favor of Cornell Capital Partners, LP

10.23 Non-Binding Letter of Intent, dated March 9, 2005, between
Cornell Capital Partners, LP and Deep Field Technologies,
Inc.

10.24 Amendment No. 1 to Employment Agreement, dated April 1,
2005, between Deep Field Technologies, Inc. and Jerome
Mahoney

23.1* Consent of Meritz & Muenz LLP

23.2 Consent of Bagell, Josephs & Company, L.L.C.

* Previously filed.
** To be filed by amendment.

Item 28. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Sections 10(a)(3) of the
Securities Act of 1933 (the "Act");

(ii) Reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;

II-5

(iii) Include any additional or changed material information on
the plan of distribution;

(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer
or controlling person of the small business issuer in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
small business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this Amendment
No. 2 to the registration statement to be signed on our behalf by the
undersigned, on April 14, 2005.

DEEP FIELD TECHNOLOGIES, INC.

By: /s/ Jerome R. Mahoney
---------------------------------------
Name: Jerome R. Mahoney
Title: Non-Executive Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons
in the capacities and on the dates stated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Jerome R. Mahoney Non-Executive Chairman of April 14, 2005
- ------------------------- the Board
Jerome R. Mahoney

/s/ Mark Meller President (Principal April 14, 2005
- ------------------------ Executive Officer), Chief
Mark Meller Executive Officer and Chief
Financial Officer (Principal
Accounting Officer) and Director

II-7