As filed with the Securities and Exchange Commission on February 2, 2006

Registration No. 333-130472

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

----------

AMENDMENT NO. 2 TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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IVOICE TECHNOLOGY, INC.
(Name of Small Business Issuer in Its Charter)

New Jersey 7373 20-1862731
(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
1177 Avenue of the Americas
New York, New York 10036
(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. |_|

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 February 2, 2006

iVoice Technology, Inc.
1,053,506,579 Shares of Class A Common Stock

This prospectus relates to the offering of up to 1,052,781,579 shares
of our Class A Common Stock by Cornell Capital Partners, LP, up to 325,000
shares of our Class A Common Stock by Yorkville Advisors Management, LLC, and
up to 400,000 shares of our Class A Common Stock by Monitor Capital, Inc.
iVoice Technology is not selling any shares of Class A Common Stock in this
offering and therefore will not receive any proceeds from this offering.
iVoice Technology will, however, receive proceeds from the sale of Class A
Common Stock under an equity line of credit pursuant to a Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P.

The shares of our Class A Common Stock are being offered for sale by
Cornell Capital Partners, Yorkville Advisors Management and Monitor Capital
at prices established on the Over-the-Counter Bulletin Board or in negotiated
transactions during the term of this offering. This offering will terminate
24 months after the accompanying registration statement is declared effective
by the Securities and Exchange Commission.

Our Class A Common Stock is quoted on the Over-the-Counter Bulletin
Board under the symbol "IVOT". On February 1, 2006, the last reported
closing sale price of our Class A Common Stock was $0.022 per share.

These securities are speculative and involve a high degree of risk.
Please refer to "Risk Factors" beginning on page 8.

Cornell Capital Partners, LP is an "underwriter" within the meaning of
the Securities Act of 1933, as amended, in connection with its purchase of
shares of iVoice Technology's Class A Common Stock under the Standby Equity
Distribution Agreement at an aggregate discount to the market price of
approximately 11%. Please refer to "Equity Line of Credit" beginning on
page 27 for further information. In addition, iVoice Technology has paid to
Cornell Capital Partners in shares of iVoice Technology Class A Common Stock
a one-time commitment fee of 1.5% of the initial outstanding shares of Class
A Common Stock.

Yorkville Advisors Management, LLC is an "underwriter" within the
meaning of the Securities Act of 1933, as amended, in connection with the
sale of Class A Common Stock that it has received for its services in
structuring the equity line of credit between iVoice Technology and Cornell
Capital Partners. In addition, iVoice Technology has agreed to pay Yorkville
Advisors Management a structuring fee of five hundred dollars ($500) directly
out of the gross proceeds of each advance under the equity line of credit.

Monitor Capital, Inc. is an "underwriter" within the meaning of the
Securities Act of 1933, as amended, in connection with the sale of Class A
Common Stock that it has received as a placement agent fee from iVoice
Technology in connection with the private placement of iVoice Technology's
Class A Common Stock pursuant to its equity line of credit with Cornell
Capital Partners.

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 ____________ ___, 2006.

TABLE OF CONTENTS

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

SUMMARY OF THE OFFERING......................................................2

SUMMARY CONDENSED FINANCIAL INFORMATION......................................5

POTENTIAL DILUTION DUE TO CONVERSION AT BELOW MARKET PRICE...................6

RISK FACTORS.................................................................8

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS...................23

SELLING STOCKHOLDERS........................................................23

USE OF PROCEEDS.............................................................26

EQUITY LINE OF CREDIT.......................................................27

PLAN OF OFFERING............................................................29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION..................................................31

OUR BUSINESS................................................................42

IVOICE TECHNOLOGY'S MANAGEMENT..............................................48

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................52

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS.............................................55

DESCRIPTION OF SECURITIES...................................................58

CHANGES IN ACCOUNTANTS......................................................62

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

PROSPECTUS SUMMARY

Overview

iVoice Technology, Inc., which we refer to in this prospectus as
"iVoice Technology," "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 iVoice Technology with
greater access to capital. This should provide needed financial resources to
potentially penetrate the market and distribute the product. In connection
with the reorganization of iVoice, immediately prior to the distribution by
dividend by iVoice to all of its stockholders of 10,013,984 shares of the
Company's Class A Common Stock (the "Distribution") on August 5, 2005,
iVoice transferred to iVoice Technology its Interactive Voice Response (IVR)
software business and related liabilities, including all intellectual
property of iVoice relating to the IVR software business. As such, iVoice
Technology now owns and operates iVoice's IVR software business. iVoice has
retained cash assets of approximately $11.1 million, no part of which was or
will be transferred to iVoice Technology and operating assets consisting of
its iVoiceMail software and its portfolio of patents and patent rights.
iVoice will also continue to seek additional operating income opportunities
through potential acquisitions or investments.

iVoice Technology is a development stage company. iVoice Technology
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 iVoice Technology. iVoice Technology may not be able to identify,
successfully integrate or profitably manage any such businesses or
operations. Currently, iVoice Technology has no plans, proposals or
arrangements, either orally or in writing, regarding any proposed
acquisitions and is not considering any potential acquisitions.

iVoice Technology intends to continue to develop, market and license
the IVR line of computerized telephony software. The IVR software is designed
to enable a caller to obtain requested information in voice form from a local
or non-local database and allow information in PC databases to be accessed
from a standard touch-tone telephone using a telephone keypad or voice
command.

About Us

iVoice Technology was incorporated in New Jersey on November 10, 2004
as a wholly-owned subsidiary of iVoice, Inc. iVoice Technology 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, Inc., a Nevada corporation and
affiliate of iVoice Technology. 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 Nevada 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 iVoice Technology in this prospectus, such references may be to an
agreement, contract or other written

instrument that had been entered into by iVoice Technology Nevada and assigned
to iVoice Technology.

Our principal office is located at 750 Highway 34, Matawan, New Jersey
07747. Our telephone number is (732) 441-7700. Our company website is
located at www.ivoicetechnology.com.

SUMMARY OF THE OFFERING

This offering relates to the sale of Class A Common Stock by certain
persons who are, or will become, stockholders of iVoice Technology. The
selling stockholders consist of:

o Cornell Capital Partners, LP, as investor under the Standby Equity
Distribution Agreement, who intends to sell an aggregate of up to
1,052,781 ,579 shares of Class A Common Stock;

o Yorkville Advisors Management, LLC, as a holder of shares of Class A
Common Stock, who intends to sell an aggregate of up to 325,000
shares of Class A Common Stock

o Monitor Capital, Inc., as a holder of shares of Class A Common
Stock, who intends to sell an aggregate of up to 400,000 shares of
Class A Common Stock.

On August 12, 2004, iVoice Technology entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P. (the "2004 Standby
Equity Distribution Agreement"). On February 28, 2005, the Standby Equity
Distribution Agreement was terminated. 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.

On August 12 and November 19, 2004, iVoice Technology issued an
aggregate of $560,000 in secured convertible debentures, with interest
payable at 5% per annum, to Cornell Capital Partners L.P. The debentures
were 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, iVoice Technology's obligations under the secured
convertible debentures were terminated and replaced with a secured promissory
note representing the same principal amount, which note accrues interest at a
rate of 12% per annum, but is not convertible into any equity security of
iVoice Technology. On February 28, 2005, iVoice Technology borrowed an
additional $140,000, included as part of the same note representing iVoice
Technology's former obligations under the secured convertible debentures. In
connection with the issuances of the secured convertible debentures, iVoice
Technology 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, iVoice Technology received a credit for fees that
would otherwise have been payable upon the issuance of the $560,000 in
replacement notes. iVoice Technology paid Cornell Capital a fee of $14,000 in
connection with its $140,000 borrowing. iVoice Technology's obligations
under the secured promissory note 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
iVoice Technology pursuant to the secured promissory note.

Pursuant to the Standby Equity Distribution Agreement with Cornell
Capital Partners, iVoice Technology paid Yorkville Advisors Management a
structuring fee equal to 325,000 shares of iVoice Technology Class A Common
Stock and will pay Yorkville Advisors Management an additional structuring
fee of five hundred dollars ($500) directly out of the gross proceeds of each
advance under the equity line of credit. Yorkville Advisors Management has
been paid and may in the future be paid structuring fees for its services in
structuring the equity line of credit between iVoice Technology and Cornell
Capital Partners. Yorkville Advisors Management has informed us that it
intends to sell the shares received as the structuring fee at the then
prevailing market price.

In August 2004, iVoice Technology entered into an agreement with Sloan
Securities Corporation for Sloan Securities to act as an agent for the
private placement of shares of our Class A Common Stock to Cornell Capital
Partners pursuant to the 2004 Standby Equity Distribution Agreement. On
February 28, 2005, the placement agent agreement was terminated. On
September 22, 2005, we entered into a placement agent agreement with Monitor
Capital, Inc., which was amended and restated on December 12, 2005. Pursuant
to the placement agent agreement, we engaged Monitor Capital to review the
agreements with respect to the equity line of credit with Cornell Capital
Partners and to advise the Company on the advisability of the terms contained
in such agreements. Pursuant to the placement agent agreement, we issued to
Monitor Capital 400,000 shares of iVoice Technology Class A Common Stock,
representing a placement agent fee.

This prospectus relates to the shares of Class A Common Stock to be
issued to Cornell Capital Partners under the equity line of credit and the
shares that were issued to Cornell as a commitment fee, the shares of Class A
Common Stock issued to Yorkville Advisors Management as a structuring fee,
and the shares of Class A Common Stock issued to Monitor Capital as a
placement agent fee.

Class A Common Stock Offered 1,053,506,579 shares by selling
stockholders

Offering Price Market price

Class A Common Stock Outstanding 13,013,983 shares of Class A Common Stock
Before the Offering

Use of Proceeds We will not receive any proceeds of the
shares offered by the selling stockholders.
Any proceeds we receive from the sale of
common stock under the equity line of
credit will be used for sales and
marketing, payment of administrative
services, working capital purposes,
acquisitions and repayment of the secured
promissory note that we issued to Cornell
Capital Partners on February 28, 2005. See
"Use of Proceeds."

Risk Factors The securities offered hereby involve a
high degree of risk and immediate
substantial dilution. You should read
carefully the factors discussed under "Risk
Factors" beginning on page 8. Several of
the most significant risk factors include:

o Future sales by our stockholders may
adversely affect our stock price and
our ability to raise funds in new
stock offerings.

o Existing stockholders will
experience significant dilution from
our sale of shares under the equity
line of credit.

o The selling stockholders have
informed us that they intend to sell
their shares of common stock in the
public market, which sales may cause
our stock price to decline.

o The sale of our stock under our
equity line of credit could
encourage short sales by third
parties, which could contribute to
the further decline of our stock
price.

o iVoice has in the past, and iVoice
Technology may in the future, sell
or issue additional unregistered
convertible securities which are
convertible into common shares of
iVoice Technology, 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.

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.
iVoice Technology 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 iVoice Technology. 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 iVoice Technology by iVoice based
upon a ratio of revenue of iVoice Technology 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 iVoice Technology had performed these functions as a stand-alone
company. iVoice Technology 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 iVoice
Technology had it been a stand-alone company.

SUMMARY CONDENSED FINANCIAL INFORMATION

For the Nine For the Nine For the Year For the Year
Months Ended Months Ended Ended Ended
September 30,2005 September 30, 2004 December 31, 2004 December 31, 2003
----------------- ------------------ ----------------- -----------------

Statements of Operation
Data:
Sales $ 94,756 $ 177,484 $ 239,114 $ 303,756
- -------------------------------------------- ----------- ----------- ----------- -----------

Cost of sales 738 59,263 72,870 123,091
- -------------------------------------------- ----------- ----------- ----------- -----------

Gross Profit 94,018 118,221 166,244 180,665
- -------------------------------------------- ----------- ----------- ----------- -----------

Selling, general, and administrative
Expenses 473,706 693,810 863,456 965,341
- -------------------------------------------- ----------- ----------- ----------- -----------

Loss from operations (379,688) (575,589) (697,212) (784,676)
- -------------------------------------------- ----------- ----------- ----------- -----------

Other (Expense) (67,066) (719,748) (780,915) (346,744)
- -------------------------------------------- ----------- ----------- ----------- -----------

Net Loss $ (446,754) $(1,295,337) $(1,478,127) $(1,131,420)
- -------------------------------------------- ----------- ----------- ----------- -----------

September 30, 2005 December 31, 2004 December 31, 2003
------------------ ----------------- -----------------
Balance Sheet Data:
- ----------------------------------------------------------------------------------------------------------

Current Assets $ 332,376 $ 378,332 $ 52,077
- --------------------------------------------- ----------- ----------- -----------

Intangibles -- -- 45,400
- --------------------------------------------- ----------- ----------- -----------

Liabilities 1,215,158 623,747 23,662
- --------------------------------------------- ----------- ----------- -----------

Stockholders' equity (deficiency) (880,932) (240,678) 73,815
- --------------------------------------------- ----------- ----------- -----------

POTENTIAL DILUTION DUE TO CONVERSION AT BELOW MARKET PRICE

The net tangible book value of iVoice Technology as of September 30,
2005 was ($880,932) or ($.08797) per share of Class A Common Stock. Net
tangible book value per share is determined by dividing the tangible book
value of iVoice Technology (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 iVoice Technology, our net tangible book value
will be unaffected by this offering. Our net tangible book value, however,
will be impacted if and when 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 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 iVoice Technology will issue 1,052,631,579 shares of
Class A Common Stock under its 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 and the structuring fee), less a retention fee of
$600,000, offering expenses of $282,990, and $782,075 repayment of the
promissory note plus interest, our net tangible book value as of September
30, 2005 would have been $7,454,003 or $0.00686 per share. Such an offering
would represent an immediate increase in net tangible book value to existing
stockholders of $0.09483 per share and an immediate dilution to new
stockholders of $0.00314 per share, or 31.4%. The following table
illustrates the per share dilution:

Assumed public offering price per share $0.01000
Net tangible book value per share before this offering ($.08797)
Increase attributable to new investors $.09483
Net tangible book value per share after this offering $ 0.00686
---------
Dilution per share to new stockholders $ 0.00314
=========

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 the
dilution per share you may experience, we have prepared the following table
showing the dilution per share at various assumed market prices, assuming
the Cornell conversion of $10,000,000, Mr. Mahoney converts $190,000 of
indebtedness, and taking into account issuance of the commitment fee of
150,000 shares, of the structuring fee of 325,000 shares and the placement
agent fee of 400,000 shares:

- --------------------------------------------------------------------------------
Assumed Market No. of Shares to Dilution per Share
Price be issued (1) to New Investors
- --------------------------------------------------------------------------------
$0.0100 1,077,256,579 $0.00314
- --------------------------------------------------------------------------------
$0.0075 1,436,050,439 $0.00235
- --------------------------------------------------------------------------------
$0.0050 2,153,638,158 $0.00155
- --------------------------------------------------------------------------------
$0.0025 4,306,401,316 $0.00077
- --------------------------------------------------------------------------------

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 offering and iVoice Technology's business.

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

The risk factors below contain forward-looking statements regarding the
offering and iVoice Technology. 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

iVoice Technology 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 interactive voice response 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 IVR 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 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.

iVoice Technology 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, iVoice Technology
does not have an operating history as an independent public company.
Historically, since the businesses that comprise each of iVoice Technology
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. Now that the Distribution has occurred, iVoice
Technology is able to rely only on the IVR software business for such
requirements. iVoice operated the IVR software business from the fourth
quarter of 1999 until August 5, 2005. The IVR software business has operated
at a loss in the past for iVoice, and as an independent company such losses
may continue or increase. Additionally, iVoice Technology's business has
relied on iVoice for financial, administrative and managerial expertise in
conducting its operations. Now that the Distribution has occurred, iVoice
Technology will maintain its own credit and banking relationships and

perform its own financial and investor relations functions. iVoice Technology
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 iVoice Technology's likely will as well.

iVoice, of which iVoice Technology was a part, has incurred recurring
operating losses. The IVR software business had net losses of approximately
$1,478,000 and $1,131,000 for the years ended December 31, 2004 and 2003,
respectively, and cash used in operations of approximately $1,372,000 and
$927,000 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 and the nine months
ending September 30, 2005, substantially all of this financing was provided
by iVoice, Inc. and Cornell Capital Partners. There can be no assurance that
iVoice Technology 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 or Plan of Operation."

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

iVoice Technology 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 us, our business and operations and
result in charges that would be material to our business and results of
operations.

iVoice Technology's future revenue and operating results are unpredictable and
may fluctuate, which could cause iVoice Technology's 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.

iVoice Technology 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
promissory notes to obtain working capital and may continue to do so in the
future. As of the date of the registration statement of which this
prospectus is a part, however, we have outstanding convertible obligations.
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 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 of at which iVoice Technology had ever issued its Class A
Common Stock. 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 our
issuance of any 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 iVoice Technology 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 Non-Executive 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, iVoice Technology has entered
into employment contracts with Jerome Mahoney and Mark Meller. However, Mr.
Meller's employment agreement has a term of only one year.

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

iVoice Technology 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 iVoice
Technology. iVoice Technology 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 iVoice Technology's 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 iVoice Technology's 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 iVoice Technology to implement and manage its
expansion strategy successfully may have a material adverse effect on the
business and future prospects of iVoice Technology. Furthermore, through the
acquisition of additional businesses, iVoice Technology 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 iVoice
Technology may, under certain circumstances, seek to effect business
acquisitions with more than one target business, as a result of its limited
resources, iVoice Technology, in all likelihood, will have the ability to
effect only a single business acquisition at one time. Currently, iVoice
Technology has no plans, proposals or

arrangements, either orally or in writing, regarding any proposed acquisitions
and is not considering any potential acquisitions.

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

Mr. Mahoney, a member of the board of directors, owns iVoice shares and
has the right to convert $190,000 of indebtedness into 190,000 shares of
iVoice Technology 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 the Company 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 1 share of iVoice Technology Class B
Common Stock for each dollar of accrued and unpaid interest. As of September
30, 2005, accrued and unpaid interest on this indebtedness was $1,327. 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, Mr. Mahoney, the Non-Executive Chairman of the Board of iVoice
Technology serves as the Chairman of the Board and Chief Executive Officer of
iVoice and we anticipate that he will continue to serve in such capacities.
These relationships could create, or appear to create, potential conflicts of
interest when iVoice Technology's directors and management are faced with
decisions that could have different implications for iVoice Technology and
iVoice. For example, Mr. Mahoney may experience conflicts of interest with
respect to the allocation of his time, services and functions among iVoice,
iVoice Technology and any other projects. Other examples could include
potential business acquisitions that would be suitable for either iVoice
Technology or iVoice, activities undertaken by iVoice in the future that
could be in direct competition with iVoice Technology, or the resolution of
disputes arising out of the agreements governing the relationship between
iVoice and iVoice Technology following the Distribution. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely affect the public's perception of iVoice Technology following the
Distribution. Furthermore, iVoice Technology does not have any formal
procedure for resolving such conflicts of interest should they arise
following the Distribution.

iVoice Technology's 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.

iVoice Technology stockholders may experience significant dilution if future
equity offerings are used to fund operations or acquire businesses.

On September 22, 2005, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners (which was amended and restated on
December 12, 2005) 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 sale of our Class
A Common Stock on the terms of the Standby Equity Distribution Agreement with
Cornell Capital Partners, L.P. (see "Certain Relationships and Related
Transactions" beginning on page 52), iVoice Technology stockholders would
experience significant dilution. In addition, the conversion of outstanding debt
obligations into equity securities would have a dilutive effect on iVoice
Technology 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 iVoice Technology Class A Common
Stock.

Except for the potential sale of our Class A Common Stock to Cornell
Capital Partners on the terms of the Standby Equity Distribution Agreement,
iVoice Technology currently has no expectations or plans to conduct future
equity offerings. Management believes that if the transactions contemplated
by the Standby Equity Distribution Agreement are consummated, the Company
will have sufficient capital resources to conduct its business as currently
planned over the 12-month period following the effectiveness of the
registration statement of which this prospectus is a part.

Cornell Capital Partners is under no obligation to purchase shares of
Class A Common Stock under the Standby Equity Distribution Agreement unless
certain conditions are satisfied by iVoice Technology, including having the
registration statement relating to such Class A Common Stock and of which
this prospectus is a part declared effective. If iVoice Technology cannot
satisfy the requirements for Cornell Capital Partners to purchase the Class A
Common Stock under the terms of the Standby Equity Distribution Agreement, 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 $431,000 and, assuming that
iVoice Technologies has no revenues, iVoice Technologies expects to have
aggregate liabilities of approximately $432,000, which includes salaries for
iVoice Technology's 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 note. If there are additional
deficiencies that are in excess of the proceeds of the secured promissory
note, and iVoice Technology is unable to obtain funds from the equity line of
credit, management believes that iVoice Technology 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 iVoice Technology's 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.

iVoice Technology 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 iVoice Technology
has experienced any pressure from price competition on the pricing of its IVR
software products in the past, but iVoice Technology believes that this
pressure could occur in the future.

iVoice Technology 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.

iVoice Technology 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 iVoice Technology's sales and
penetration into the marketplace.

iVoice Technology 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 iVoice Technology may not return such products to

iVoice Technology 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. iVoice Technology does not have any material
relationship with any single distributor or reseller. iVoice Technology does not
have any material relationship with any single distributor or reseller.

iVoice Technology 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. iVoice Technology
does not have any material relationship with any single distributor or
reseller.

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

iVoice Technology 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 iVoice Technology at a competitive disadvantage in the
marketplace for its products. As no current research and development program
currently exists within iVoice Technology, 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 iVoice Technology 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 iVoice Technology 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.

iVoice Technology relies on third party technologies which may not support
iVoice Technology 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.

iVoice Technology faces aggressive competition in many areas of the business,
and the business will be harmed if iVoice Technology 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 our
Class A Common Stock on the terms of the Standby Equity Distribution
Agreement with Cornell Capital Partners.

However, Cornell Capital Partners is under no obligation to purchase
any shares of our Class A Common Stock under the Standby Equity Distribution
Agreement, unless we satisfy certain conditions, including the registration
statement relating to such Class A Common Stock having been declared
effective. See "Management's Discussion and Analysis of Financial Condition
or Plan of Operation - Liquidity and Capital Resources." If iVoice
Technology cannot satisfy the conditions for drawing on the equity line of
credit, we will not have 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 financing under the Standby Equity
Distribution Agreement 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 note are secured by substantially
all of our assets.

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

Jerome Mahoney, the Non-Executive Chairman of the Board of iVoice Technology,
may have control over the management and direction of iVoice Technology.

Mr. Mahoney will have the right to convert $190,000 of indebtedness,
together with any accrued but unpaid interest on the indebtedness, into
190,000 shares (plus shares receivable upon conversion of accrued and unpaid
interest on the promissory note) of iVoice Technology Class B Common Stock,
which Class B Common 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 the
Company 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 iVoice Technology, including the election of
directors, appointment of management and approval of actions requiring the
approval of stockholders.

In addition, Mark Meller, our President, Chief Executive Officer and
Chief Financial Officer, has granted an irrevocable proxy to Jerome Mahoney
(or his designee) to vote and

exercise all voting and related rights with respect to certain shares of our
Common Stock that are owned at any time by Mr. Meller.

iVoice Technology's 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 iVoice Technology, as a business, may fail.

iVoice Technology relies on intellectual property and proprietary rights
which may not remain unique to iVoice Technology.

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.

iVoice Technology 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 who 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.

iVoice Technology may incur increased expenses after the administrative services
agreement with iVoice is terminated.

In connection with its spin-off, iVoice Technology entered into an
administrative services agreement with iVoice. Under this agreement, iVoice
is providing iVoice Technology with services in such areas as inventory
purchasing, material and inventory control, employee benefits administration,
payroll, financial accounting and reporting, and other areas where iVoice
Technology needs assistance and support. The agreement will continue on a
month-to-month basis. Upon termination of the agreement, iVoice Technology
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 iVoice Technology has been required to pay under the
administrative services agreement.

Risks related to this Offering

Future sales by our stockholders may adversely affect our stock price and our
ability to raise funds in new stock offerings.

Sales of our common stock in the public market following this offering
could lower the market price of our Class A Common Stock. Sales may also
make it more difficult for us to sell

equity securities or equity-related securities in the future at a time and price
that our management deems acceptable or at all.

Upon issuance of the maximum number of shares being registered in
connection with the equity line of credit, and taking into account the
structuring fee, the commitment fee and the placement agent fee, there will
be an additional 1,053,506,579 shares of Class A Common Stock outstanding.
All of these shares of our Class A Common Stock may be immediately resold in
the public market upon effectiveness of the registration statement of which
this prospectus is a part.

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 our equity line of credit with Cornell Capital
Partners, if we satisfy the conditions therein, iVoice Technology 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," our agreement with
Cornell Capital Partners provides that our ability to obtain funds 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 or Plan of Operation - Liquidity and Capital Resources." If we 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 our Class A Common Stock under the Standby
Equity Distribution Agreement. If our stock price is lower, then iVoice
Technology stockholders would experience greater dilution.

The investor under the line of credit will pay less than the then-prevailing
market price of our Class A Common Stock.

The Class A Common Stock to be issued under the equity line of credit
will be issued at a 5% discount to the lowest closing bid price for the five
days immediately following the notice date of an advance. These discounted
sales could cause the price of our common stock to decline.

Further, because the investor under the equity line of credit will
acquire our Class A Common Stock at a discount, it will have an incentive to
sell immediately in order to realize a gain on the difference. This incentive
to sell immediately into the public market to realize a gain on the
difference accelerates if the market price of our Class A Common Stock
declines.

The selling stockholders intend to sell their shares of Class A Common Stock
in the public market, which sales may cause our stock price to decline.

The selling stockholders intend to sell the shares of Class A Common
Stock being registered in this offering in the public market. That means
that up to 1,053,506,579 shares of Class A Common Stock, the number of shares
being registered in this offering, may be sold. Such sales may cause our
stock price to decline.

The sale of our stock under our equity line of credit could encourage short
sales by third parties, which could contribute to the further decline of our
stock price.

The significant downward pressure on the price of our Class A Common
Stock caused by the sale of material amounts of Class A Common Stock under
the equity line of credit could encourage short sales by third parties. Such
an event could place further downward pressure on the price of our common
stock.

Prior to the Distribution, there was no trading market for our Class A Common
Stock, it may be relatively thinly traded and we cannot predict the extent to
which a trading market will develop.

Prior to the Distribution, our Class A Common Stock was not traded on
any market. We expect that, if and when a trading market develops in our
Class A Common Stock, it will be thinly traded compared to larger more widely
known companies. Thinly traded Class A Common Stock can be more volatile than
common stock trading in an active public market. We cannot predict the extent
to which an active public market for the Class A Common Stock will develop or
be sustained after the Distribution and this offering.

The price you pay in this offering will fluctuate and may be higher or lower
than the prices paid by other people participating in this offering.

The price in this offering will fluctuate based on the prevailing
market price of the Class A Common Stock on the Over-the-Counter Bulletin
Board. Accordingly, the price you pay in this offering may be higher or
lower than the prices paid by other people participating in this offering.

The issuance of shares of Class A Common Stock in connection with this
offering could result in a change of control.

We are registering 1,053,506,579 shares of Class A Common Stock in this
offering. These shares represent more than 99% of our outstanding Class A
Common Stock, and we anticipate all such shares will be sold in this
offering. If all or any significant block of these shares are held by one or
more stockholders working together, then such stockholder or stockholders
would have enough shares to assume control of iVoice Technology by electing
its or their own directors.

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 Condition or Plan of Operation" 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.

SELLING STOCKHOLDERS

The following table presents information regarding the selling
stockholders as of January 25, 2006. The table identifies the selling
stockholders. None of the selling stockholders have held a position or
office, or had any other material relationship, with iVoice Technology,
except as follows:

Cornell Capital Partners has outstanding loans to iVoice Technology in
the aggregate principal amount of $700,000 as of February 28, 2005, which is
evidenced by a secured promissory note. The loans have not yet been repaid.
The secured promissory note is secured by a first priority security interest
in substantially all of the assets of iVoice Technology.

On August 12, 2004, iVoice Technology entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P. On February 28,
2005, the Standby Equity Distribution Agreement was terminated. 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.

On September 22, 2005, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P., which was amended and restated
on December 12, 2005. Pursuant to the Standby Equity Distribution Agreement,
we may, at our discretion, periodically issue and sell to Cornell Capital
Partners shares of Class A Common Stock for a total purchase price of $10.0
million. The maximum amount of each advance amount is $600,000 per advance
notice. A minimum of five trading days must pass between each advance
notice. Cornell Capital Partners, L.P. will purchase shares of our Class A
Common Stock for a 5% discount to the prevailing market price of our Class A
Common Stock. In addition, Cornell Capital Partners will retain 6% of each
advance under the equity line of credit, and Cornell Capital was paid a
one-time commitment fee equal to 150,000 shares of iVoice Technology Class A
Common Stock. Cornell Capital Partners has informed us that it intends to
sell any shares purchased under the equity line of credit or received as the
commitment fee at the then prevailing market price. The obligation of Cornell
Capital Partners to purchase shares under the equity line of credit
terminates upon the suspension of the effectiveness of the registration
statement of which this prospectus is a part for an aggregate of fifty
trading days or the failure of iVoice Technology to remedy a material breach
of the Standby Equity Distribution Agreement within thirty days of receipt of
notice. The initial closing under the Standby Equity Distribution Agreement
and each subsequent closing of a purchase and sale of shares is subject to
satisfaction of customary conditions. iVoice Technology will be entitled to
commence drawing funds under this agreement when the Class A Common Stock
issuable under the equity line of credit is registered for resale by Cornell
Capital Partners with the Securities and Exchange Commission and the
authorization for quotation on the National Association of Securities Dealers
Over-the-Counter Bulletin Board is obtained and maintained, and the equity
line of credit will remain outstanding for two years thereafter. Cornell
Capital Partners is a private limited partnership whose business operations
are conducted through its general partner, Yorkville Advisors, LLC. All
investment decisions of Cornell Capital Partners are made by its general
partner, Yorkville Advisors, LLC. Mark Angelo, the managing partner of
Yorkville Advisors, makes the investment decisions on behalf of Yorkville
Advisors.

Pursuant to the Standby Equity Distribution Agreement with Cornell
Capital Partners, iVoice Technology paid Yorkville Advisors Management, LLC a
structuring fee equal to 325,000 shares of iVoice Technology Class A Common
Stock and will pay Yorkville Advisors Management an additional structuring
fee of five hundred dollars directly out of the gross proceeds of each
advance under the equity line of credit. Yorkville Advisors Management has
been paid and may in the future be paid structuring fees for its services in
structuring the equity line of credit between iVoice Technology and Cornell
Capital Partners. Yorkville Advisors Management has informed us that it
intends to sell the shares received as the structuring fee at

the then prevailing market price. All investment decisions of Yorkville Advisors
Management, LLC are made by Mark Angelo, a member of Yorkville Advisors
Management.

In August 2004, iVoice Technology entered into an agreement with Sloan
Securities to act as an agent for the private placement of shares of our Class
A Common Stock to Cornell Capital Partners pursuant to the August 12, 2004
Standby Equity Distribution Agreement. On February 28, 2005, the placement
agent agreement was terminated. On September 22, 2005, iVoice Technology
entered into a placement agent agreement with Monitor Capital, which was
amended and restated on December 12, 2005. Pursuant to the placement agent
agreement, iVoice Technology engaged Monitor Capital to review the agreements
with respect to the equity line of credit with Cornell Capital Partners and to
advise the Company on whether the terms contained in such agreements are
consistent with industry standards. Monitor Capital advised iVoice Technology
on how the pricing terms of the equity of line of credit compare to other
similar transactions and on the impact of dilution from the sale of shares
under the equity line of credit on the market price for the iVoice Technology
Class A Common Stock and shareholder value. Monitor Capital also delivered a
report summarizing their findings to iVoice Technology. In consideration of
the services provided by Monitor Capital, we issued to Monitor Capital,
pursuant to the placement agent agreement, 400,000 shares of iVoice Technology
Class A Common Stock as a placement agent fee. The Company has been advised by
Monitor Capital that the compensation paid to Monitor Capital for the services
provided is consistent with the amount that Monitor Capital charges other of
its clients for such services. The Company does not believe that such
compensation is excessive Mr. Hsiao-Wen Kao, President of Monitor Capital, and
Mr. John Dickerson, owner of Monitor Capital, have the authority to exercise
voting and/or dispositive powers with respect to the shares of iVoice
Technology Class A Common Stock offered for resale by Monitor Capital.

The table follows:

Percentage of
Outstanding
Shares Shares to be Shares
Beneficially Acquired under Shares to be Beneficially
Selling Owned Before the Line of Sold in the Owned After
Stockholder Offering Credit Offering Offering
----------- ------------ -------------- ------------ -------------

Cornell Capital
Partners, LP 150,000 1,052,631,579 1,052,781,579 0%

Yorkville Advisors 325,000 0 325,000 0%
Management, LLC

Monitor Capital,
Inc. 400,000 0 400,000 0%

Total 875,000 1,052,631,579 1,053,506,579 0%

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

USE OF PROCEEDS

This prospectus relates to shares of our Class A Common Stock that may
be offered and sold from time to time by certain selling stockholders. There
will be no proceeds to us from the sale of shares of Class A Common Stock by
the selling stockholders in this offering. However, we will receive the
proceeds from the sale of shares of Class A Common Stock to Cornell Capital
Partners under the proposed equity line of credit. Under the terms of the
proposed equity line of credit, the purchase price of the shares under the
equity line of credit will be equal to 95% of the lowest closing bid price of
our common stock on the Over-the-Counter Bulletin Board for the five trading
days immediately following the date of a notice from iVoice Technology to
Cornell Capital Partners requiring it to advance funds to us under the
proposed equity line of credit. Under the terms of the proposed equity line
of credit, Cornell Capital Partners will retain 6% of each advance made to us
and we will pay a structuring fee to Yorkville Advisors Management, LLC of an
amount equal to $500 out of the gross proceeds of each advance.

For illustrative purposes, iVoice Technology has set forth below its
intended use of proceeds for the range of net proceeds indicated below to be
received under the equity line of credit. For the purposes of this table,
iVoice Technology assumes a purchase price per share of Class A Common Stock
of $.0095, equal to 95% of an assumed market price of $.01 per share
(526,315,789 and 1,052,631,579 shares of Class A Common Stock,
respectively). The table assumes estimated offering expenses of $282,990,
repayment of a secured promissory note issued to Cornell Capital of
approximately $782,075 (including accrued and unpaid interest), plus the 6%
retainage fee.

Gross Proceeds $5,000,000 $10,000,000
Net Proceeds 4,417,010 9,117,010

- --------------------------------------------------------------------------------
Use of Proceeds: Amount Amount
- --------------------------------------------------------------------------------
Sales and Marketing $500,000 $1,000,000
Repayment of secured promissory notes 782,075 782,075
Working Capital and general corporate 3,134,935 7,134,935
purposes which include employee salaries, cost of
additional personnel, support and management
systems, legal and professional costs, and
capital costs for computers, related equipment,
and, potentially, acquisitions of other companies
Total $4,417,010 $9,117,010
========== ==========

Except for the equity line of credit and the issuance of secured
promissory notes, the Company has no other significant sources of working
capital or cash commitments. In addition, management cannot be certain that
it will generate significant revenue from product sales. No assurance can be
given that iVoice Technology will raise sufficient funds from such financing
arrangements, or that the Company will ever produce sufficient revenues to
sustain its operations or, that a market will develop for its common stock
upon which a significant amount of the Company's financing is dependant. If
iVoice Technology is unable to recognize sufficient proceeds from these
arrangements, however, management believes that iVoice Technology can

limit its operations, defer payments to management and maintain its business at
nominal levels until it can identify alternative sources of capital. In such
event, assuming the receipt of the minimum $600,000 proceeds from the equity
line of credit, management believes that iVoice Technology could maintain its
operations for 12 months.

EQUITY LINE OF CREDIT

Summary

On August 12, 2004, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P. On February 28, 2005, the
Standby Equity Distribution Agreement was terminated. 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. On September 22, 2005,
we entered into a Standby Equity Distribution Agreement with Cornell Capital
Partners, which was amended and restated on December 12, 2005. Pursuant to
the Standby Equity Distribution Agreement, we may, at our discretion,
periodically sell to Cornell Capital Partners shares of Class A Common Stock
for a total purchase price of up to $10.0 million. For each share of Class A
Common Stock purchased under the equity line of credit, Cornell Capital
Partners will pay 95% of the lowest closing bid price on the Over-the-Counter
Bulletin Board or other principal market on which our Class A Common Stock is
traded during the five trading days following the date that iVoice Technology
delivers to Cornell Capital Partners a notice requiring it to advance funds
to us. Further, Cornell Capital Partners will retain 6% of each advance
under the equity line of credit as a commitment fee and we will pay Yorkville
Advisors Management a structuring fee of five hundred dollars ($500) directly
out of the gross proceeds of each advance under the equity line of credit.
The sale of the shares under the equity line of credit is conditioned upon us
registering the shares of Class A Common Stock with the Securities and
Exchange Commission. The costs associated with this registration will be
borne by us.

Equity Line of Credit Explained

Pursuant to the Standby Equity Distribution Agreement, we may
periodically sell shares of Class A Common Stock to Cornell Capital Partners,
L.P. to raise capital to fund our working capital needs. The periodic sale of
shares is known as an advance. We may request an advance every five trading
days. A closing will be held four trading days after such written notice at
which time we will deliver shares of Class A Common Stock to Cornell Capital
Partners and Cornell Capital Partners will pay the advance amount.

We may request advances under the equity line of credit once the
underlying shares are registered with the Securities and Exchange Commission.
Thereafter, we may continue to request advances until Cornell Capital
Partners has advanced $10.0 million or two years after the effective date of
the accompanying registration statement, whichever occurs first.

The maximum amount of each advance amount is $600,000 per advance
notice. The amount available under the equity line of credit is not dependent
on the price or volume of our Class A Common Stock. Cornell Capital Partners
may not own more than 9.9% of our

outstanding common stock at any time. Because Cornell Capital Partners can
repeatedly acquire and sell shares, this limitation does not limit the potential
dilutive effect or the total number of shares that Cornell Capital Partners may
receive under the equity line of credit.

We cannot predict the actual number of shares of Class A Common Stock
that will be issued pursuant to the equity line of credit, in part, because
the purchase price of the shares will fluctuate based on prevailing market
conditions and we have not determined the total amount of advances we intend
to draw. Nonetheless, we can estimate the number of shares of our Class A
Common Stock that will be issued using certain assumptions. For example, if
iVoice Technology issued 1,052,784,076 shares of Class A Common Stock to
Cornell Capital Partners (i.e., the number of shares needed to raise the
maximum amount available under the equity line of credit at a price of $0.01
per share, plus the commitment fee) for gross proceeds of $10,000,000, these
shares would represent greater than 99% of our outstanding Class A Common
Stock upon issuance.

iVoice Technology is registering for resale by Cornell Capital Partners
a total of 1,052,631,579 shares of Class A Common Stock issuable under the
equity line of credit. The issuance of the shares under the equity line of
credit may result in a change of control. If all or a significant block of
these shares are held by one or more stockholders working together, then such
stockholder or stockholders would have enough shares to assume control of
iVoice Technology by electing its or their own directors. This could happen,
for example, if Cornell Capital Partners sold the shares purchased under the
equity line of credit to the same purchaser.

Under the terms of the Standby Equity Distribution Agreement, Cornell
Capital Partners may purchase shares of iVoice Technology Class A Common
Stock at a 5% discount to the prevailing market price of such common stock.
In addition, iVoice Technology has agreed to permit Cornell Capital Partners
to retain 6% of the proceeds received by iVoice Technology under each advance
pursuant to the Standby Equity Distribution Agreement. The discount,
together with the right of Cornell Capital Partners to retain 6% of the
proceeds under each advance, results in an aggregate discount to the market
price of approximately 11%. For example, assuming that iVoice Technology
requests an advance of $500,000, and the price of iVoice Technology Class A
Common Stock during the relevant pricing period is $.05 per share, Cornell
Capital Partners would be entitled to receive 10,526,316 shares of Class A
Common Stock (the amount of the request for the advance, $500,000, divided by
$.0475, or 95% of $.05) at an effective purchase price of $470,000 (the
$500,000 advance less 6% that is retained by Cornell Capital Partners).
Based on the foregoing, the effective purchase price per share of iVoice
Technology Class A Common Stock paid by Cornell Capital Partners is $.0446,
which represents a discount of approximately 11% from the prevailing market
price of $.05 per share.

Proceeds used under the equity line of credit will be used in the
manner set forth in the "Use of Proceeds" section of this prospectus. We
cannot predict the total amount of proceeds to be raised in this transaction
because we have not determined the total amount of the advances we intend to
draw.

We expect to incur expenses of approximately $282,990 consisting
primarily of professional fees incurred in connection with this registration.
In addition, Cornell Capital Partners will retain 6% of each advance and we
will pay Yorkville Advisors Management a

structuring fee of five hundred dollars ($500) directly out of the gross
proceeds of each advance. In connection with the equity line of credit, iVoice
Technology has paid to Cornell Capital Partners a one-time commitment fee equal
to 150,000 and has paid to Yorkville Advisors Management a structuring fee of
325,000.

PLAN OF OFFERING

The selling stockholders have advised us that the sale or distribution
of iVoice Technology's Class A Common Stock owned by the selling stockholders
may be effected directly to purchasers by the selling stockholders or by
pledgees, donees, transferees or other successors in interest, as principals
or through one or more underwriters, brokers, dealers or agents from time to
time in one or more transactions (which may involve crosses or block
transactions) (i) on the over-the-counter market or in any other market on
which the price of iVoice Technology's shares of Class A common stock are
quoted or (ii) in transactions otherwise than on the over-the-counter market
or in any other market on which the price of iVoice Technology's shares of
Class A Common Stock are quoted. However, the selling stockholders are
advised that the registration statement of which this prospectus is a part
may not cover sales by pledgees or transferees of the selling stockholders
and if this prospectus is to be used in connection with the resale of any of
the shares acquired by Cornell Capital Partners, a post-effective amendment
to the registration statement of which this prospectus is a part must be
filed to include disclosure required by Item 507 of Regulation S-B with
respect to additional selling stockholders and such post-effective amendment
must be declared effective prior to its use.

Any transactions by the selling stockholders may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at varying prices determined at the time of sale or at
negotiated or fixed prices, in each case as determined by the selling
stockholders or by agreement between the selling stockholders and
underwriters, brokers, dealers or agents, or purchasers. If the selling
stockholders effect such transactions by selling their shares of iVoice
Technology's Class A Common Stock to or through underwriters, brokers,
dealers or agents, such underwriters, brokers, dealers or agents may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders or commissions from purchasers of Class A Common Stock
for whom they may act as agent (which discounts, concessions or commissions
as to particular underwriters, brokers, dealers or agents may be in excess of
those customary in the types of transactions involved). The selling
stockholders and any brokers, dealers or agents that participate in the
distribution of our Class A Common Stock may be deemed to be underwriters,
and any profit on the sale of our Class A Common Stock by them and any
discounts, concessions or commissions received by any such underwriters,
brokers, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.

Cornell Capital Partners is an "underwriter" within the meaning of the
Securities Act in connection with the sale of Class A Common Stock under the
equity line of credit. Under the terms of the equity line of credit, Cornell
Capital Partners will pay iVoice Technology 95% of the lowest closing bid
price of iVoice Technology's Class A Common Stock on the Over-the-Counter
Bulletin Board or other principal trading market on which our Class A Common
Stock is traded during the five trading days following the date that iVoice
Technology delivers to Cornell Capital

Partners a notice requiring it to advance funds to us. In addition, Cornell
Capital Partners will retain 6% of the proceeds of each advance received by
iVoice Technology under the equity line of credit. The 5% discount, the 6%
retained amount, and the one-time commitment fee are underwriting discounts.

Cornell Capital Partners was formed in February 2000 as a Delaware
limited partnership. Cornell Capital Partners is a domestic hedge fund in the
business of investing in and financing public companies. Cornell Capital
Partners does not intend to make a market in iVoice Technology's stock or to
otherwise engage in stabilizing or other transactions intended to help
support the stock price. Prospective investors should take these factors into
consideration before purchasing iVoice Technology's common stock.

Yorkville Advisors Management is an "underwriter" within the meaning of
the Securities Act in connection with the sale of Class A Common Stock that
it has received as a structuring fee from iVoice Technology in connection
with the equity line of credit. Under the terms of the Standby Equity
Distribution Agreement, iVoice Technology has paid Yorkville Advisors
Management a structuring fee of 325,000 shares and has agreed to pay
Yorkville Advisors Management a structuring fee of five hundred dollars
($500) directly out of the gross proceeds of each advance under the equity
line of credit. The structuring fees are underwriting discounts.

Yorkville Advisors Management is a Delaware limited liability company.
Yorkville Advisors Management is the investment manager to Cornell Capital
Partners and its general partner, Yorkville Advisors, LLC. Yorkville
Advisors Management does not intend to make a market in iVoice Technology's
stock or to otherwise engage in stabilizing or other transactions intended to
help support the stock price. Prospective investors should take these factors
into consideration before purchasing iVoice Technology's common stock.

Monitor Capital is an "underwriter" within the meaning of the
Securities Act of 1933, as amended, in connection with the sale of Class A
Common Stock that it has received as a placement agent fee from iVoice
Technology in connection with the private placement of shares of our Class A
Common Stock to Cornell Capital Partners under the equity line of credit.
Under the placement agent agreement, iVoice Technology agreed to issue to
Monitor Capital a number of shares of Class A Common Stock equal to $10,000
divided by the lowest closing bid price of the Class A Common Stock on the
fifth (5th) trading day of iVoice Technology's Common Stock after the listing
of such shares on a principal market. Any discount to market price is an
underwriting discount.

Monitor Capital is a privately owned investment bank and brokerage
firm. Monitor Capital does not intend to make a market in iVoice
Technology's stock or to otherwise engage in stabilizing or other
transactions intended to help support the stock price. Prospective investors
should take these factors into consideration before purchasing iVoice
Technology's common stock.

Under the securities laws of certain states, shares of our Class A
Common Stock may be sold in such states only through registered or licensed
brokers or dealers. The selling stockholders are advised to ensure that any
underwriters, brokers, dealers or agents effecting transactions on behalf of
the selling stockholders are registered to sell securities in all fifty
states. In addition, in certain states the shares of our Class A Common Stock
may not be sold unless the

shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.

We will pay all the expenses incident to the registration, offering and
sale of the shares of common stock to the public hereunder other than
commissions, fees and discounts of underwriters, brokers, dealers and agents. We
estimate that the expenses of the offering to be borne by us will be
approximately $282,990, as well as retention of 6% of the gross proceeds
received under the equity line of credit and payment of five hundred dollars
($500) as a structuring fee for each advance under the equity line of credit.
The estimated offering expenses consist of: a SEC registration fee of $1,240,
printing expenses of $25,000, accounting fees of $16,750, legal fees of $200,000
and miscellaneous expenses of $40,000. We will not receive any proceeds from the
sale of any of the shares of common stock by the selling stockholders. We will,
however, receive proceeds from the sale of our Class A Common Stock under the
equity line of credit.

The selling stockholders should be aware that the anti-manipulation
provisions of Regulation M under the Securities Exchange Act of 1934 will apply
to purchases and sales of shares of our Class A Common Stock by the selling
stockholders, and that there are restrictions on market-making activities by
persons engaged in the distribution of the shares. Under Regulation M, the
selling stockholders or their agents may not bid for, purchase, or attempt to
induce any person to bid for or purchase, shares of our Class A Common Stock of
iVoice Technology while such selling stockholders are distributing shares
covered by this prospectus. Accordingly, except as noted below, the selling
stockholders are not permitted to cover short sales by purchasing shares while
the offering is taking place. Cornell Capital Partners can cover any short
positions only with shares received from iVoice Technology under the equity line
of credit. The selling stockholders are advised that if a particular offer of
Class A Common Stock is to be made on terms constituting a material change from
the information set forth above with respect to this Plan of Distribution, then,
to the extent required, a post-effective amendment to the accompanying
registration statement must be filed with the Securities and Exchange
Commission.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION

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 and Plan of Operation

Prior to August 5, 2005, the Company's previous financial results and
operations were reflected in the consolidated financial statements and
accounting records of iVoice, and reflected significant assumptions and
allocations. These financial statements do not necessarily reflect the

financial position, results of operations and cash flows of iVoice Technology
had it been a stand-alone entity.

iVoice Technology seeks to leverage the value of underutilized developed
technology and believes that the transition to an independent company will
provide iVoice Technology with greater access to capital. This should provide
needed financial resources to potentially penetrate the market and distribute
the product. As such, iVoice Technology's business was formed from the
contribution by iVoice of certain assets and related liabilities on August 5,
2005. In connection with the spin-off of iVoice Technology by iVoice, iVoice
assigned and conveyed to iVoice Technology its IVR software business and related
liabilities, including all intellectual property of iVoice relating to the IVR
software business. The board and management of iVoice elected not to transfer
any part of its working cash balance to iVoice Technology. Based upon the
current intention of iVoice Technology not to conduct any research and
development or hire additional employees and instead focus on the sale of the
existing IVR technology, the board has determined that, on balance, iVoice
Technology has the ability to satisfy its working capital needs as a whole. The
board and management of iVoice also determined that iVoice Technology has the
ability to obtain financing to satisfy any addition working capital needs as a
stand-alone company.

The emerging nature of the interactive voice response industry makes it
difficult to assess the future growth of iVoice Technology.

The IVR software business has operated at a loss in the past for iVoice,
and as an independent company such losses may continue or increase.
Additionally, iVoice Technology's business has relied on iVoice for financial,
administrative and managerial expertise in conducting its operations. Following
the Distribution, iVoice Technology has developed and maintained its own credit
and banking relationships and performs its own financial and investor relations
functions. However, iVoice Technology may not be able to successfully maintain
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 Technology 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. The financing of our working capital 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 the Standby Equity
Distribution Agreement. However, Cornell Capital Partners is under no obligation
to purchase any shares of our Class A Common Stock unless certain conditions are
met by iVoice Technology, including having the registration statement of which
this prospectus is a part declared effective by the SEC. See "- Liquidity and
Capital Resources." If iVoice Technology cannot fund its working capital needs
under the Standby Equity Distribution Agreement with Cornell Capital Partners,
we will be unable to obtain sufficient capital resources to operate our business
since we currently have no other plans to obtain alternative 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 working
capital funding will have an immediate material adverse effect upon our
financial condition and our business.

Separation from iVoice

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

On November 11, 2004, iVoice Technology 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, Inc. 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 Mr. Mahoney and, our former Chief Executive Officer and
President, Arie Seidler and the administrative services agreement. Since this
assignment, iVoice Technology Nevada has no operating business, assets or known
liabilities, and has been dissolved. When we refer to or describe any agreement,
contract or other written instrument of iVoice Technology in this prospectus,
such references may be to an agreement, contract or other written instrument
that had been entered into by iVoice Technology Nevada and assigned to iVoice
Technology.

iVoice Technology's 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 transferred to iVoice Technology by iVoice as part of the Distribution.
The financial information included in this prospectus, however, is not
necessarily indicative of what iVoice Technology's 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.

iVoice Technology operates the IVR software business. iVoice Technology
intends to use a portion of the proceeds from any financing arrangements, on
sales and marketing efforts for IVR. 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 IVR, iVoice Technology's lack of
operating history, the current economic environment and, more specifically, the
uncertainty of the telecommunications market.

As of August 5, 2005, iVoice Technology assigned, contributed and conveyed
to iVoice Technology the iVoice corporate assets, liabilities and expenses
related to the IVR software business, including the IVR software and all
intellectual property of iVoice relating to the IVR software business and the
assignment of iVoice's existing agreements and arrangements with dealers and
resellers. This assignment, contribution and conveyance of assets, liabilities
and expenses was based on an estimate of the proportion of such amounts
allocable to iVoice Technology, utilizing such factors as total revenues,
employee headcount and other relevant factors. iVoice Technology believes that
these allocations have been made on a reasonable basis. iVoice Technology
believes that all costs allocated to iVoice Technology are a reasonable
representation of the costs that iVoice Technology would have incurred if iVoice
Technology had performed these functions as a stand-alone company.

In conjunction with the separation of the IVR software business from
iVoice, iVoice Technology entered into an administrative services agreement with
iVoice for the provision of certain services by iVoice to iVoice Technology
following the Distribution. This agreement will continue on a month to month
basis until iVoice Technology has found replacement services for those services
being provided by iVoice or can provide these services for itself. See
"Relationship Between iVoice and iVoice Technology Following the Distribution"
for a description of the administrative services agreement. Following
termination of the administrative services agreement, we expect that iVoice
Technology will operate on a completely stand-alone basis from iVoice and there
will be no business or operating relationship between iVoice and iVoice
Technology. iVoice Technology 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 its shares
of our Class A Common Stock to its stockholders upon effectiveness of required
Securities and Exchange Commission filings. Our shares of Class A Common Stock
were distributed to iVoice's stockholders on or about August 10, 2005.

Year Ended December 31, 2004 as Compared with the Year Ended December 31, 2003

All revenues reported by iVoice Technology are derived from the sale or
license of our interactive voice response software products, which enable a
caller to obtain requested information in voice form from a local or non-local
database. Total revenues for the year ended December 31, 2004 and December 31,
2003 were $239,114 and $303,756 respectively. The $64,642 decrease in revenue
between the year ended December 31, 2004 and the year ended December 31, 2003
was the result of fewer units being sold in 2004 as compared to 2003, reflecting
a weaker demand for the product offset by increases in other revenue. The IVR
business has only operated as a division and/or a subsidiary of iVoice and has
never operated on a stand-alone basis. The low sales volume of the IVR business
is attributable to the minimal resources made available by iVoice for the sales
and marketing of the interactive voice response software products. Management
feels that the sales of the interactive voice response software products may
increase if greater financial and operational resources were made available for
the sales and marketing of the products. If iVoice Technology can obtain funds
under the proposed equity line of credit, iVoice Technology will be able to
devote more resources to operating the business. See -- "Liquidity and Capital
Resources."

Gross margin for the year ended December 31, 2004 and December 31, 2003
was $166,244 (69.5%) and $180,665 (59.5%), respectively. The increase in gross
margin is a result of a change in the products and services mix being sold. At
times, contracts require iVoice Technology to provide more service in a sale
than might otherwise be typical, resulting in a change in gross margin. In the
year ending December 31, 2004, iVoice Technology provided more consulting and
maintenance services, which have higher gross margins than the sale of software
products.

Total operating expenses decreased to $863,456 for the year ended December
31, 2004 from $965,341 for the year ended December 31, 2003, a decrease of
$101,885 or 10.6%. This decrease in the current year is primarily attributable
to reductions in research and development

and amortization expenses offset by increases in accrued professional and
consulting fees in connection with financing the operation of the business and
the anticipated registration of shares of iVoice Technology. The reductions in
research and development expense reflect a decrease in the number of employees
performing research and development functions.

As of December 31, 2004, iVoice Technology had five employees, four of
whom are full-time and one of whom is part-time.

The loss from operations for the year ended December 31, 2004 was
$(697,212) compared to $(784,676) for the year ended December 31, 2003, a
decrease of $87,464. As discussed above, this decrease was primarily
attributable to reductions in research and development and amortization expenses
offset by increases in accrued professional and consulting fees incurred in
connection with financing the operation of the business and the anticipated
registration of shares of iVoice Technology.

Total expenses for the year ended December 31, 2004 were $780,915 as
compared to $346,744 for the year ended December 31, 2003, an increase of
$434,171. During the year ended December 31, 2004, iVoice Technology recorded
$31,487 of interest expense and $850,555 of financing costs. Of the financing
costs, $794,555 was attributed to allocations from the parent for stock issued
and fees paid to Cornell Capital for initial and additional financing
arrangements during 2004 and $56,000 was paid to Cornell Capital for fees
related to the issuance of $560,000 of secured convertible debentures. Interest
expense included accrued interest on the secured debentures of $7,044 in 2004. A
significant portion of iVoice, Inc.'s interest expense was allocated to iVoice
Technology in 2004 and 2003 as a result of the funding for the loss from
operations. These amounts are $24,443 and $516,719, respectively. Other income
primarily consists of $57,237 related to the write-off of certain accounts
payable and $52,337 in interest income. In future periods, iVoice Technology
will incur additional interest expense and additional fees related to the
borrowings from the promissory note issued in replacement of the convertible
debentures and the anticipated sale of shares under the equity line of credit to
fund working capital needs. There is no assurance that iVoice Technology will be
able to raise funds by selling its common stock.

Nine months ended September 30, 2005 compared to nine months ended September 30,
2004

All revenues reported by iVoice Technology are derived from the sale or
license of our interactive voice response software products, which enable a
caller to obtain requested information in voice form from a local or non-local
database. Total revenues for the nine months ended September 30, 2005 and
September 30, 2004 were $94,756 and $177,484, respectively. The $82,728 decrease
in revenue between the nine months ended September 30, 2005 and the nine months
ended September 30, 2004 was the result of fewer turn-key systems being sold in
2005 as compared to 2004. Until August 5, 2005, the IVR business only operated
as a division of iVoice and had never operated on a stand-alone basis. The low
sales volume of the IVR business is attributable to the minimal resources made
available by iVoice for the sales and marketing of the interactive voice
response software products. Management feels that the sales of the interactive
voice response software products may increase if greater financial and
operational resources were made available for the sales and marketing of the
products. If iVoice

Technology can obtain funds under the Standby Equity Distribution Agreement with
Cornell Capital, iVoice Technology will be able to devote more resources to
operating the business. See "Liquidity and Capital Resources."

Gross margin for the nine months ended September 30, 2005 and September
30, 2004 was $94,018 (99.2%) and $118,221 (66.6 %), respectively. Revenues in
the nine months ended September 30, 2005 contained very little hardware and had
very little direct costs. Software and maintenance revenue has a very low direct
cost content. The increase in gross margin rate is a result of a change in the
hardware and software mix being sold as compared to the same period in the prior
year. The decrease in gross margin dollars is the result of lower sales.

Total operating expenses decreased to $ 473,706 for the nine months ended
September 30, 2005 from $693,810 for the nine months ended September 30, 2004, a
decrease of $220,104 or (31.7 %). This decrease in the current nine months
period is primarily attributable to reductions in the allocated costs from
iVoice. In the nine months ended September 30, 2004, iVoice accrued professional
and consulting fees in connection with financing the operation of the business
and the anticipated registration of shares of iVoice Technology. The reductions
in allocated selling and research and development expenses reflect a decrease in
the number of employees performing these functions.

As of September 30, 2005, iVoice Technology had one full-time employee and
two part-time employees.

The loss from continuing operations before other income (expense) for the
nine months ended September 30, 2005 was $379,688 compared to a loss of $575,589
for the nine months ended September 30, 2004, a decrease in the loss of
$195,901. As discussed above, this decrease was primarily attributable to
reductions in allocated, selling, research and development and accrued
professional and consulting fees incurred in connection with financing the
operation of the business and the anticipated registration of shares of iVoice
Technology.

Total other income (expense) for the nine months ended September 30, 2005
were an expense of $67,066 as compared to an expense of $719,748 for the nine
months ended September 30, 2004, a decrease of $652,682. During the nine months
ended September 30, 2005, iVoice Technology recorded $14,000 for financing
costs, $56,449 of interest expense and $3,383 of interest income. In the nine
months ended September 30, 2004, iVoice, Inc allocated $794,555 for financing
costs, $26,321 for interest expenses and $101,128 for other income to iVoice
Technology. The allocated finance costs were for fees paid to Cornell Capital
Partners for initial and additional financing arrangements. The allocated other
income was primarily from interest earned on the cash accounts. The allocated
interest expense was for accrued interest on related party debts.

Net loss for the nine months ended September 30, 2005 was $446,754 as
compared to a loss of $1,295,337 for the nine months ended September 30, 2004.
The decrease in net loss of $848,583 was the result of the factors discussed
above.

Liquidity and Capital Resources

To date, iVoice Technology 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.

On August 12 and November 19, 2004, iVoice Technology issued an aggregate
of $560,000 in secured convertible debentures, with interest payable at 5% per
annum, to Cornell Capital Partners. On February 28, 2005, iVoice Technology's
obligations under the secured convertible debentures were terminated and
replaced with a secured promissory note of the same principal amount, with an
additional loan of $140,000 bringing the promissory note to an aggregate
principal amount of $700,000. The loans evidenced by the promissory note have
not yet been repaid. The promissory note accrues interest at rate of 12% per
annum, but is not convertible into any equity security of iVoice Technology. In
connection with the issuances of the secured convertible debentures, iVoice
Technology 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, iVoice Technology received a credit for fees that would otherwise
have been payable upon the issuance of the $560,000 in replacement notes. iVoice
Technology paid Cornell Capital a fee of $14,000 in connection with its $140,000
additional borrowing. The Company's obligations under the secured promissory
note issued to Cornell Capital Partners are secured by a first priority security
interest in substantially all of our assets. iVoice has also guaranteed the
payment of all amounts payable by iVoice Technology pursuant to the secured
promissory note. This guaranty terminated on August 5, 2005.

On March 9, 2005, iVoice Technology received a non-binding letter of
intent from Cornell Capital whereby Cornell Capital offered, subject to
satisfaction of certain conditions, to purchase shares of iVoice Technology's
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. On September 22, 2005, iVoice Technology entered into a Standby
Equity Distribution Agreement with Cornell Capital, pursuant to which iVoice
Technology may, from time to time, issue and sell to Cornell Capital Partners
our Class A Common Stock for a total purchase price of up to $10.0 million. The
purchase price for the shares is 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 iVoice Technology 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 is also be payable at the
time of funding. In addition, Cornell Capital Partners received, as additional
compensation, 150,000 shares of Class A Common Stock as a commitment fee
pursuant to the Standby Equity Distribution Agreement.

However, Cornell Capital Partners is under no obligation to purchase any
shares of Class A Common Stock unless certain conditions are met by iVoice
Technology, including having the registration statement relating to the Standby
Equity Distribution Agreement declared effective. If iVoice Technology cannot
satisfy the requirements for Cornell Capital Partners to purchase the Class A
Common Stock under the terms of the Standby Equity Distribution Agreement, we
will not be able to obtain sufficient capital resources to operate our business,
and we have no current plans to obtain alternative 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 date

of this prospectus will be approximately $432,000, which includes salaries for
iVoice Technology's officers and employees, and assuming iVoice Technologies has
no revenues in such period, iVoice Technology expects to incur liabilities, for
the year ended December 31, 2005 of approximately $432,000. 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. If there are additional
deficiencies that are in excess of the proceeds of the secured promissory note,
and iVoice Technology is unable to obtain funds from the sale of our Class A
Common Stock to Cornell Capital Partners, management believes that iVoice
Technology 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 currently has no
other significant sources of working capital or cash commitments. However, no
assurance can be given that iVoice Technology will raise sufficient funds from
such financing arrangements, or that iVoice Technology 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 iVoice Technology's financing
is dependent upon.

On August 5, 2005, iVoice Technology assumed an aggregate of $190,000 in
liabilities from iVoice and iVoice assigned to iVoice Technology assets having
an aggregate book value of $10,000. See "Selected Historical and Pro Forma
Financial Information" contained in the financial statements of iVoice
Technology at the back of this prospectus. iVoice Technology 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.

iVoice Technology assumed from iVoice outstanding indebtedness 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 IVR
software business. The amount of $190,000 includes approximately $32,110 for
interest on the original loan from Jerry Mahoney to iVoice. Pursuant to the
terms of the promissory note representing such obligation, iVoice Technology,
for value received, will 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 iVoice Technology, par value $0.01, for
each dollar owed, (ii) the number of shares of Class A Common Stock of iVoice
Technology 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.

During the nine months ended September 30, 2005, the Company had a net
decrease in cash of $ 33,829. The Company's principal sources and uses of funds
were as follows:

Cash used by operating activities. The Company used $ 172,747 in cash for
operating activities in the nine months ended September 30, 2005. This was
primarily the result of the cash used to fund the loss from current operating
activities.

Cash provided by financing activities. Financing activities in the nine
months ended September 30, 2005 provided a total of $ 138,918 in cash. This
consisted of net proceeds from the issuance of the secured promissory note under
the financing with Cornell Capital Partners.

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 or Plan of Operation 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 IVR 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. iVoice Technology 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 purchaser products directly
from iVoice Technology may not return such products to iVoice Technology 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

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

iVoice Technology, 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 September 30, 2005, the Company employed one full-time employee
and two part-time employees. iVoice Technology 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 iVoice Technology. iVoice Technology
may not be able to identify, successfully integrate or profitably manage any
such businesses or operations. Currently, iVoice Technology 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 IVR, an application generator that allows full
connectivity to many databases, including Microsoft Access, Microsoft Excel,
Microsoft Fox Pro, DBase, Btrieve, and Paradox, or to standard text files. IVR
can be used to read information from, and write information to, databases, as
well as query databases and return information. The IVR software is sold as an
application generator that gives the end user the ability to develop their own
customized IVR application or as a customized turnkey system. IVR performs over
40 different customizable commands. Examples of IVR range from simply selecting
announcements from a list of options stored in the computer (also known as audio
text) to more complex interactive exchanges such as querying a database for
information.

Properties can be set up for each command, as if the commands were being
executed manually. IVR links a phone system to a database to provide customers
with 24-hour immediate access to account information, via telephone. With IVR,
polished IVR applications are quick and

easy to install. No knowledge of computer programming and minimal database
knowledge is needed. IVR will execute any created application when a caller
dials in. Using DTMF (touch-tone telephones) or speech activation allows callers
to interact with the system. Advanced database technology permits reading,
writing, appending, searching and seeking database information. A user can
record product inventory, set up games, keep a record of patients or customers,
and perform other applications. The advanced, innovative technology, backed by a
simple, easy-to-use drag-and-drop interface, makes writing applications simple.

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

We are in the process of rolling out Version 3.0 of the IVR software,
which incorporates certain upgrades designed to improve stability and
performance of the software. Only minor changes are being made to the user
interface, and there are no material new features that are readily apparent to
the end user. We currently have no plans to engage in future research and
development or to launch any additional versions of the IVR software or other
products.

Distribution

As a product line of iVoice, Inc., IVR has produced sales revenues for the
past three fiscal years. In the past, iVoice devoted limited resources to the
marketing of IVR. 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.

iVoice Technology will market its products directly, with a sales force,
and through more than 100 domestic and international re-sellers. iVoice
Technology 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 IVR 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 IVR
that differentiates it from competing products. The markets in which we compete
are the IVR enterprise market, in which the customers are generally direct end
users and smaller clients with limited capacity

requirements and revenue per contract, and the IVR enhanced services market,
which consists primarily of service providers and other large organizations who
require a greater level of capacity and features.

The IVR enterprise market is fragmented and highly competitive. The
Company's major competitors in this market are Avaya Inc., IBM Corporation,
Nortel Networks Limited, Aspect Communications Corporation and Security First
Corp. (formerly Edify Corporation). The principal competitive factors in this
market include breadth and depth of solution, product features, product
scalability and reliability, client services, the ability to implement
solutions, and the creation of a referenceable customer base. 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 is evolving rapidly, and the
Company anticipates intensified competition not only from traditional IVR
vendors but also from emerging vendors with non-traditional technologies and
solutions.

Competition in the IVR enhanced network services market ranges from large
telecommunication suppliers offering turnkey, multi-application solutions to
"niche" companies that specialize in a particular enhanced service such as
prepaid or voicemail. The Company's primary competitors in this market are
suppliers such as Comverse Technology, Inc., Unisys Corporation and Lucent
Technologies Inc. that provide a suite of enhanced services. Smaller niche
players that compete with the Company in various geographies and/or products
include GlenAyre Electronics Inc. The Company anticipates that competition will
continue from existing and new competitors, some of which have greater
financial, technological and marketing resources and greater market share than
the Company.

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.

As is customary in the telecommunications industry, the Company produces
its products from readily available components purchased from a variety of
manufacturers. Printed circuit boards and housings are contracted for
manufacture according to Company specifications from among many available
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 the Company's present business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.

Product Development

We are in the process of rolling out Version 3.0 of the IVR software,
which incorporates certain upgrades designed to improve stability and
performance of the software. Only minor

changes are being made to the user interface, and there are no material new
features that are readily apparent to the end user. We currently have no plans
to engage in future research and development or to launch any additional
versions of the IVR software or other products.

iVoice Technology 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.

Business Development

Business development objectives at iVoice Technology will be to focus on
two primary functions as listed below:

1. Negotiate and secure strategic alliances related to our IVR products; and

2. Negotiate, secure and manage Original Equipment Manufacturer (OEM) and
reseller accounts.

Strategic Alliances

iVoice Technology's business development efforts will seek to engage and
secure strategic alliances 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. By entering
into strategic alliances with companies that offer telecommunications devices or
services to businesses or professional organizations whereby appointment setting
and scheduling are of vital importance, we will seek to obtain access to an
installed customer base as well as new sales opportunities of our products.

Manage OEM and Reseller Accounts

While we have traditionally sold our product primarily on a direct basis,
with our existing officers and employees fulfilling orders received by telephone
and the internet, we will seek to obtain new OEM and reseller relationships that
will serve as an extension of our sales team which has yet to be hired. We
currently have no strategic alliances with any OEMs or resellers other than the
existing relationship between iVoice's resellers and iVoice that are being
transferred to us by iVoice for our benefit, nor do we have any current material
negotiations with any OEM or other reseller. Ideally, an OEM agreement, which
provides distribution of our software product along with the manufacturers own
telecommunication equipment, could produce the most widespread distribution and
acceptance of our product at minimal distribution costs. Many of the OEMs have
extensive and established reseller channels that could provide an avenue of
distribution for our software. To effectively manage these accounts, we will
need to provide these resellers with product literature, pricing, and sales
leads as well as technical training and support.

Sales and Marketing

The IVR enterprise market is characterized by a business environment that
has goals to improve customer communication and personalization as well as
reduce the costs of customer

contact, a historically time-and-money intensive operation. Furthermore,
consumers are increasingly taking charge of this important interaction between
enterprise and consumer; deciding where, when and how they want this
communication. To address this new business paradigm, enterprises are
increasingly applying innovative wireless, speech and web technologies to
leverage existing customer service infrastructures in the creation of
interactive, self-directed service applications. These new applications are
designed to put the customer in control of the delivery of the information while
allowing the enterprise control of the data. This serves to address the
enterprise's objectives of improving the customer experience and reducing
operating costs.

The Company's strengths are reflected in the IVR enterprise market as part
of a suite of offerings that can be delivered as components or as part of a
total, turnkey solution. These IVR solutions use the latest in technology to
allow enterprises to automate increasingly complex interactions, enabling
businesses to provide quick and timely communications with customers and
business partners. Such technology enables enterprises to communicate with their
customers through voice, web, e-mail, facsimile and other forms of communication
on a variety of devices, including telephones, PCs, mobile phones and personal
digital assistants ("PDAs").

iVoice Technology will market its products directly and through more than
100 domestic and international re-sellers. The Company 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 IVR 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. We are currently
reviewing our technologies and processes with our patent attorneys to determine
if it is possible to obtain any patents or statutory copyrights on any of our
proprietary technology which we believe to be material to our future success. 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 September 30, 2005, we had one full-time employee and two part-time
employees. We have entered into employment agreements with our President and
Chief Executive Officer (Mr. Meller) and our Non-Executive Chairman of the Board
(Mr. Mahoney). Messrs. Mahoney and Meller will not provide services to iVoice
Technology on a full-time basis. Many services that would be provided by
employees are currently being provided to iVoice Technology 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 directors to
continue to fulfill orders received by telephone and the internet for iVoice
Technology products. However, if iVoice Technology can obtain funds under the
equity line of credit, iVoice Technology will be able to devote more resources
to expanding its personnel. See " Management's Discussion and Analysis of
Financial Condition or Plan of Operation -- 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

iVoice Technology is not party to any material legal proceedings, nor to
the knowledge of iVoice Technology, 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.

IVOICE TECHNOLOGY'S MANAGEMENT

iVoice Technology's board of directors consists of two directors. Listed
below is certain information concerning individuals who currently serve as
directors and executive officers of iVoice Technology. Mr. Mahoney is currently
a director of iVoice and we anticipate that Mr. Mahoney will remain a director
of both iVoice and iVoice Technology.

Position with Director
Name Age iVoice Technology, Inc. since
- ----------------- --- ----------------------------------- -----
Jerome R. Mahoney 43 Non-Executive Chairman of the Board 2004

Mark Meller 45 President and Chief Executive Officer N/A

Frank V. Esser 66 Director 2005

Jerome R. Mahoney. Mr. Mahoney is iVoice Technology's Non-Executive
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 Non-Executive
Chairman of the Board of Deep Field Technologies, Inc. and SpeechSwitch, Inc.
and has been a director of Deep Field Technologies 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 iVoice Technology's President, Chief
Executive Officer and Chief Financial Officer since August 29, 2005. Mr. Meller
has also been the President, Chief Executive Officer and Chief Financial Officer
of Trey Resources, Inc. and a director of Trey Resources, Inc. since September
2003 and the President, Chief Executive Officer and Chief Financial Officer of
Deep Field Technologies, Inc. since October 1, 2004. 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.

Frank V. Esser. Mr. Esser has served as a director of the Company since
June 2005. He has been a director of iVoice since February 2004. Mr. Esser
functioned as Transfer Agent and Head Bookkeeper in the Treasury Department of
Texaco Inc from 1959 to 1968. As a certified public accountant with Ernst &
Young from 1968 to 1981, he participated in the audits of major publicly traded
companies such as J.P. Stevens & Co., Dynamics Corporation of America, and
Phillips - Van Heusen Corporation, along with law firms, banks, manufacturing
companies and other organizations, and also participated in the public offerings
of equity and debt and the preparation of SEC filings. In 1981, Mr. Esser
accepted the position of Corporate Controller with Grow Group, Inc., a Fortune
500 manufacturer of paints, solvents, and household products and became its
Chief Financial Officer in 1987. During 1997 and 1998, Mr. Esser was Chief
Financial Officer of a privately-held plastics injection molding company. In
1998, Mr. Esser accepted the position of Senior Associate at Beacon Consulting
Associates, adding the title of Vice President in 1999, and has been working in
such capacities ever since. Mr. Esser holds a BBA degree from Baruch College of
the City University of New York and is a Certified Public Accountant in New York
State.

In consideration of Mr. Esser's service as a director of the Company, he
will receive a fee of $12,000 for each year of service as a director.

Compensation of Executive Officers

The following table sets forth compensation information for services rendered
by certain of our executive officers in all capacities during the last three
completed fiscal years. The following information includes the dollar value of
base salaries, bonus awards, the number of stock options granted, and certain
other compensation, if any, whether paid or deferred.

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

Jerome R. Mahoney(1) 2005 $86,133.33(2) $0 $0 $0 $0 $0
Non-Executive Chairman 2004 $21,250 $0 $0 $0 $0 $0
of the Board 2003 $0 $0 $0 $0 $0 $0

Arie Seidler(3) 2005 $46,125.05 $0 $0 $0 $0 $0

2004 $35,417 $0 $0 $0 $0 $0
2003 $0 $0 $0 $0 $0 $0

Mark Meller (4) 2005 $29,041.67(5) $0 $0 $0 $0 $0
President and Chief 2004 $0 $0 $0 $0 $0 $0
Executive Officer 2003 $0 $0 $0 $0 $0 $0

(1) Mr. Mahoney has been serving as our Non-Executive Chairman of the Board
since August 1, 2004.
(2) $65,300.03 was accrued and unpaid in fiscal year 2005.
(3) Mr. Seidler served as our President and Chief Executive Officer until
August 26, 2005.
(4) Mr. Meller has been serving as our President and Chief Executive Officer
since August 26, 2005.
(5) $22,375.03 was accrued and unpaid in fiscal year 2005.

Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR

Values Number of
Securities Underlying Value of Unexercised
Shares Acquired on Value Unexercised Options/SARs at In-the-Money
Exercise Realized FY-End (#) Options/SARs at FY-End ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------ -------- ------------------------- -------------------------

None 0 0 0 0 / 0

Employment Agreements

Jerome R. Mahoney

iVoice Technology entered into a five-year employment agreement with Mr.
Mahoney as of August 1, 2004. Mr. Mahoney will serve as iVoice Technology's
Non-Executive Chairman of the Board for a term of five years. As consideration,
iVoice Technology 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.
iVoice Technology 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 iVoice Technology 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 our Class B Common Stock at the
option of Mr. Mahoney.

In the event Mr. Mahoney's employment agreement is terminated by iVoice
Technology for cause or due to Mr. Mahoney's disability or retirement, iVoice
Technology 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. Esser, Mr.
Mahoney, pursuant to his employment agreement, would be required to recuse
himself from any discussions or vote regarding any potential termination, Mr.
Esser 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, iVoice Technology 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
iVoice Technology 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 the
average amount of his gross income for services rendered to iVoice Technology in
each of the five prior calendar years (or shorter period during which Mr.
Mahoney shall have been employed by iVoice Technology). 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 iVoice Technology 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

iVoice Technology entered into a one-year employment agreement with Mr.
Meller as of August 29, 2005. Mr. Meller will serve as iVoice Technology's
President, Chief Executive Officer and Chief Financial Officer for a term of one
year. As consideration, iVoice Technology agreed to pay Mr. Meller an annual
base salary of $85,000. Mr. Meller has agreed to forego receipt of $65,000 of
such compensation until such time that management believes it has sufficient
financing in place to fund this obligation. iVoice Technology 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 iVoice
Technology, 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 iVoice
Technology for cause or due to Mr. Meller's disability or retirement, iVoice
Technology 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.

In the event Mr. Meller's employment agreement is terminated due to Mr.
Meller's death, iVoice Technology 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
iVoice Technology 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
the average amount of his gross income for services rendered to iVoice
Technology in each of the five prior calendar years (or shorter period during
which Mr. Meller shall have been employed by iVoice Technology). 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 iVoice Technology 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.

In addition, on August 5, 2005, Mr. Mahoney and Mr. Meller entered into a
voting agreement pursuant to which they agree to vote their respective shares in
favor of any proposal that is submitted to the Company's shareholders for
approval by a unanimous vote or consent of the Board of Directors of the
Company. In connection with such voting agreement, Mr. Meller has also granted
an irrevocable proxy with a term of ten years to Jerome Mahoney (or his
designee) to vote and exercise all voting and related rights with respect to
shares of the Company's Class B Common Stock or Class A Common Stock that are
owned at any time by Mr. Meller. The irrevocable proxy is terminable only upon
the written consent of Jerome Mahoney.

Equity Compensation Plans

There are no existing equity compensation plans and iVoice Technology 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, iVoice Technology issued an aggregate
of $560,000 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 25, 2005,
iVoice Technology's obligations under the secured convertible debentures were
terminated and replaced with a secured promissory note of the same principal
amount, which note accrues interest at rate of 12% per annum, but is not
convertible into any equity security of iVoice Technology. On February 28, 2005,
iVoice Technology borrowed an additional $140,000 pursuant to an additional
promissory note payable to Cornell Capital Partners. In connection with the
issuances of the secured convertible debentures, iVoice Technology 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, iVoice
Technology received a credit for fees that would otherwise have been payable
upon the issuance of the $560,000 in replacement notes. iVoice Technology paid
Cornell Capital a fee of $14,000 in connection with its $140,000 borrowing.
iVoice Technology's obligations under the secured promissory note issued to
Cornell Capital Partners are secured by a first priority security interest

in substantially all of our assets. iVoice has also guaranteed the payment of
all amounts payable by iVoice Technology pursuant to the secured promissory
note.

Effective August 12, 2004, iVoice Technology entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners to obtain an equity line of
credit. On February 28, 2005, iVoice Technology entered into a Termination
Agreement with Cornell Capital Partners, pursuant to which the equity line
transaction was terminated. On March 9, 2005, iVoice Technology received a
non-binding letter of intent from Cornell Capital whereby Cornell Capital
offered, subject to satisfaction of certain conditions, to purchase shares of
iVoice Technology's 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. On September 22, 2005, the Company entered
into a Standby Equity Distribution Agreement with Cornell Capital, which was
amended and restated on December 12, 2005. Pursuant to the Standby Equity
Distribution Agreement, iVoice Technology 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 is 95% of the market price, which is defined
as the lowest closing bid price of our Class A Common Stock during the five
trading days following the date that iVoice Technology delivers to Cornell
Capital Partners a notice requiring it to advance funds to us. Cornell Capital
Partners will retain 6% of each advance under the equity line of credit and
iVoice Technology has agreed to pay Yorkville Advisors Management a structuring
fee of five hundred dollars ($500) directly out of the gross proceeds of each
advance under the equity line of credit. In addition, iVoice Technology issued
to Cornell Capital Partners 150,000 shares of Class A Common Stock as additional
one-time compensation pursuant to the terms of the Standby Equity Distribution
Agreement.

However, Cornell Capital Partners is under no obligation to purchase any
shares of our Class A Common Stock unless certain conditions being met by iVoice
Technology, including having the registration statement relating to the shares
sold under the Standby Equity Distribution Agreement declared effective. If
iVoice Technology cannot satisfy the requirements for Cornell Capital Partners
to purchase our Class A Common Stock under the terms of the Standby Equity
Distribution Agreement, 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.

In connection with the assumption of assets and liabilities by iVoice
Technology from iVoice, iVoice Technology assumed from iVoice $190,000 of
outstanding indebtedness from iVoice to Jerry Mahoney. The debt is subject to a
promissory note having substantially the same terms as the terms applicable to
the indebtedness from iVoice to Mr. Mahoney. On August 5,

2005, iVoice Technology, issued a promissory note in the amount of $190,000
payable to Mr. Mahoney that bears 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 iVoice Technology, par value $0.01, for each dollar
owed, (ii) the number of shares of our Class A Common Stock of iVoice Technology
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 our 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 our 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 agreed to forego receiving any shares of iVoice Technology's
Class A Common Stock or Class B Common Stock he would otherwise have been
entitled to receive in the Distribution by virtue of his ownership of either
iVoice Class A Common Stock or iVoice Class B Common Stock.

iVoice Technology entered into two separate employment agreements with Mr.
Mahoney, its Non-Executive Chairman of the Board, and Mr. Seidler, its President
and Chief Executive Officer, respectively, as of August 1, 2004. Mr. Seidler
resigned his positions as of August 26, 2005 and his employment agreement was
terminated. On August 29, 2005, iVoice Technology entered into an employment
agreement with Mark Meller, its new Chief Executive Officer, President and Chief
Financial Officer. Mr. Mahoney's employment agreement provides for annual
compensation of $85,000 per annum with an annual increase based on the Consumer
Price Index every year thereafter and Mr. Meller's employment agreement provides
for annual compensation of $85,000 per annum. Each of Mr. Mahoney and Mr. Meller
will also be entitled to additional incentive compensation based upon mergers
and acquisitions completed by iVoice Technology. Mr. Meller has agreed to forego
receipt of $65,000 of his annual compensation until such time that management
believes that it has sufficient financing in place to fund this obligation.
iVoice Technology 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, iVoice Technology entered into an administrative services
agreement with iVoice. Pursuant to that agreement, iVoice is providing iVoice
Technology with physical premises, inventory purchasing services, material and
inventory control services, source code management and other personnel and data
processing services on a month-to-month basis. For these services iVoice
Technology is paying iVoice $7,000 per month during the term of the agreement.
The administrative services agreement will continue on a month to month basis
until iVoice Technology 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 iVoice
Technology will operate on a completely stand-alone basis from iVoice and there
will be no business or operating relationship between iVoice and iVoice
Technology.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
STOCKHOLDER MATTERS

Our common stock is quoted on the OTC Bulletin Board under the symbol
"IVOT."

The following table shows the high and low closing prices for the
period indicated:

2005 High Low
---- ---- ---

Third Quarter $.025 $.015

Fourth Quarter $.03 $.0101

2006 High Low
---- ---- ---

First Quarter (through $.15 $.01
February 1, 2006)

Holders of common equity

As of January 25, 2006, there were 733 record holders of our common
shares.

Dividend information

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

Equity Compensation Plan Information

- ------------------------------------------------------ ---------------------------- --------------------- ------------------------
Number of securities
remaining available for
future issuance under
equity compensation
Number of securities to be Weighted-average plans (excluding
issued upon exercise of exercise price of securities reflected in
outstanding options, outstanding options, column (a))
warrants and rights warrants and rights (c)
(a) (b)
- ------------------------------------------------------ ---------------------------- --------------------- -----------------------

Equity compensation plans approved by security 0 N/A 0
holders...........................................
- ------------------------------------------------------ ---------------------------- --------------------- -----------------------
Equity compensation plans not approved by
security holders.................................. 0 N/A 4,000,000(1)
- ------------------------------------------------------ ---------------------------- --------------------- -----------------------
0 N/A 4,000,000(1)
Total..................................
- ------------------------------------------------------ ---------------------------- --------------------- -----------------------

(1) As of December 31, 2005, 2,000,000 shares of iVoice Technology Class A
Common Stock remained available for future issuance under the iVoice
Technology, Inc. 2005 Stock Incentive Plan and 2,000,000 shares of iVoice
Technology Class A Common Stock remained available for future issuance under
the iVoice Technology, Inc. 2005 Directors' and Officers' Stock Incentive
Plan.

The iVoice Technology, Inc. 2005 Stock Incentive Plan (the "Plan") was
approved by the Board of Directors, and become effective, on December 12,
2005. The shares that may be

delivered or purchased or used for reference purposes under the Plan shall not
exceed an aggregate of twenty percent (20%) of the issued and outstanding shares
of the Company's Class A Common Stock, no par value per share, as determined by
the Board from time to time. The purpose of the Plan is to (i) provide long-term
incentives and rewards to employees, directors, independent contractors or
agents of iVoice Technology and its subsidiaries; (ii) assist iVoice Technology
in attracting and retaining employees, directors, independent contractors or
agents with experience and/or ability on a basis competitive with industry
practices; and (iii) associate the interests of such employees, directors,
independent contractors or agents with those of iVoice Technology's
stockholders. Awards under the Plan may include, but need not be limited to,
stock options (including non-statutory stock options and incentive stock
options, stock appreciation rights, warrants, dividend equivalents, stock
awards, restricted stock, phantom stock, performance shares or other securities
or rights that the Board of Directors determines to be consistent with the
objectives and limitations of the Plan. Under the Plan, the Board may provide
for the issuance of shares of the Company's Class A Common Stock as a stock
award for no consideration other than services rendered or, to the extent
permitted by applicable state law, to be rendered.

The iVoice Technology, Inc. 2005 Directors' and Officers' Stock
Incentive Plan (the "D&O Plan") was approved by the Board of Directors, and
become effective, on December 12, 2005. The shares that may be delivered or
purchased or used for reference purposes under the D&O Plan shall not exceed
an aggregate of twenty percent (20%) of the issued and outstanding shares of
the Company's Class A Common Stock, no par value per share, as determined by
the Board from time to time. The purpose of the D&O Plan is to (i) provide
long-term incentives and rewards to officers and directors of the Company and
its subsidiaries; (ii) assist the Company in attracting and retaining
officers and directors, with experience and/or ability on a basis competitive
with industry practices; and (iii) associate the interests of such officers
and directors with those of the Company's stockholders.. Awards under the
D&O Plan may include, but need not be limited to, stock options (including
non-statutory stock options and incentive stock options), stock appreciation
rights, warrants, dividend equivalents, stock awards, restricted stock,
phantom stock, performance shares or other securities or rights that the
Board of Directors determines to be consistent with the objectives and
limitations of the D&O Plan. Under the D&O Plan, the Board may provide for
the issuance of shares of the Company's Class A Common Stock as a stock award
for no consideration other than services rendered or, to the extent permitted
by applicable state law, to be rendered.

Security Ownership

The following table sets forth, as of January 25, 2006, 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) each director, (iii) each executive officer and (iv) all
directors and executive officers as a group.

Common Stock
Beneficially Owned Percentage
Name Title of Class Before Distribution Ownership(1)

Jerome R. Mahoney, Non-Executive

Chairman of the Board Class A Common Stock 713,740(2) 5.14%(2)
- ------------------------------------ --------------------------- ----------------------- ------------------
Class B Common Stock 190,000(3) 100%(3)
- ------------------------------------ --------------------------- ----------------------- ------------------
Class C Common Stock 0 0%
- ------------------------------------ --------------------------- ----------------------- ------------------
Frank V. Esser,
- -----------------------------------
Director Class A Common Stock 586,870 4.23%
- ------------------------------------ --------------------------- ----------------------- ------------------
Class B Common Stock 0 0%
- ------------------------------------ --------------------------- ----------------------- ------------------
Class C Common Stock 0 0%
- ------------------------------------ --------------------------- ----------------------- ------------------
Mark Meller, Class A Common Stock 713,740 5.14%
President, Chief Executive
Officer, and Chief Financial
Officer
- ------------------------------------ --------------------------- ----------------------- ------------------
Class B Common Stock 0 0%
- ------------------------------------ --------------------------- ----------------------- ------------------
Class C Common Stock 0 0%
- ------------------------------------ --------------------------- ----------------------- ------------------
All directors and executive Class A Common Stock 2,014,350(2) 14.52%(2)
officers as a group (3 persons)
- ------------------------------------ --------------------------- ----------------------- ------------------
Class B Common Stock 190,000(3) 100%(3)
- ------------------------------------ --------------------------- ----------------------- ------------------
Class C Common Stock 0 0%
- -------------------------------------------- ---------------------------------- --------------------------
Lawrence A. Muenz Class A Common Stock 1,033,709 7.44%
- -------------------------------------------- ---------------------------------- --------------------------

____________________
(1) Percentage ownership for iVoice Technology Class A Common Stock is based
on 13,888,983 shares of Class A Common Stock outstanding as of January 25,
2006.

(2) Does not give effect to the right of Mr. Mahoney pursuant to the
promissory note to be executed by iVoice Technology in favor of Mr. Mahoney
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 our Class A Common Stock,
determined by dividing the number of shares of our Class B Common Stock being
converted by a 20% discount of the lowest price at which the Company had ever
issued its Class A Common Stock. There is no limitation on the number of
shares of our Class A Common Stock we may be required to issue to Mr. Mahoney
upon the conversion of this indebtedness.

(3) Mr. Mahoney may at his option convert the $190,000 promissory note held
by him into Class B Common Stock of iVoice Technology at a rate of one dollar
per share. Such Class B Common Stock is convertible at any time into shares
of our Class A Common Stock at a rate equal to 80% of the lowest price that
iVoice Technology 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 plus accrued and unpaid interest into more than 190,000
shares of our 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 iVoice Technology's 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 iVoice Technology's 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 January 25, 2006, there were
733 record holders of Class A Common Stock and iVoice Technology had
13,888,983 shares of Class A Common Stock outstanding.

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
of our Class B Common Stock authorized and 0 shares issued and outstanding as
of January 25, 2006. 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 iVoice
Technology 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 vote for each
1,000 shares 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
January 25, 2006. 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

iVoice Technology is authorized to issue 1,000,000 shares of Preferred
Stock, par value $1.00 per share. As of September 30, 2005, iVoice Technology
has not issued any shares of Preferred Stock. iVoice Technology 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 iVoice
Technology, 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.

Options and Warrants

None.

Debt

On August 12 and November 19, 2004, iVoice Technology issued an
aggregate of $560,000 in secured convertible debentures, with interest
payable at 5% per annum, to Cornell Capital Partners. The debentures were
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 as listed
on a principal market (as defined in the debentures), as made by a market
maker, submitted on Form 211 to and approved by the NASD 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 iVoice Technology. On
February 28, 2005, the secured convertible debentures were terminated and
replaced by a promissory note in the aggregate principal amount of $700,000
($560,000 representing replacement notes and $140,000 representing new
financing). The loans represented by the promissory note have not yet been
repaid.

On August 5, 2005, iVoice Technology assumed an aggregate of $190,000
in liabilities from iVoice in exchange for an assignment from iVoice of
assets having an aggregate book value of $10,000. In connection with the
assumption of assets and liabilities by iVoice Technology from iVoice, iVoice
Technology assumed $190,000 of outstanding indebtedness from iVoice to Jerry
Mahoney, subject to a promissory note having substantially the same terms as
the terms applicable to the indebtedness from iVoice to Mr. Mahoney. The
promissory note bears 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 iVoice Technology, par value $0.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of iVoice
Technology 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 our 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.

Transfer Agent

iVoice Technology's transfer agent is Fidelity Transfer Company. The
address for the transfer agent is 1800 South West Temple, Suite 301, Salt
Lake City, Utah 84115. The telephone number for the transfer agent is (801)
484-7222.

Limitation of Liability: Indemnification

Our by-laws include an indemnification provision under which we have
agreed to indemnify directors of iVoice Technology 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 iVoice Technology.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of iVoice Technology pursuant to the foregoing, or otherwise, iVoice
Technology 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.

Anti-Takeover Effects Of Provisions Of The Certificate Of Incorporation

Authorized and unissued stock. The authorized but unissued shares of
our capital stock are available for future issuance without our stockholders'
approval. These additional shares may be utilized for a variety of corporate
purposes including but not limited to future public or direct offerings to
raise additional capital, corporate acquisitions and employee incentive
plans. The issuance of such shares may also be used to deter a potential
takeover of iVoice Technology that may otherwise be beneficial to
stockholders by diluting the shares held by a potential suitor or issuing
shares to a stockholder that will vote in accordance with iVoice Technology's
board of directors' desires. A takeover may be beneficial to stockholders
because, among other reasons, a potential suitor may offer stockholders a
premium for their shares of stock compared to the then-existing market price.

Some of the provisions of iVoice Technology's certificate of
incorporation and bylaws may have the effect of making the acquisition of
control of iVoice Technology in a transaction not approved by iVoice
Technology's board of directors more difficult.

Listing and Trading of the iVoice Technology Class A Common Stock

iVoice Technology makes no recommendations on the purchase, retention
or sale of shares of iVoice Technology 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 Technology shares, the
following information may be helpful in discussions with your stockbroker,
bank or other nominee.

There can be no assurance as to whether the iVoice Technology Class A
Common Stock will be actively traded or as to the prices at which the iVoice
Technology Class A Common Stock will trade. Unless and until an orderly
market develops for shares of iVoice Technology Class A Common Stock, the
prices at which the iVoice Technology 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 iVoice Technology 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,
iVoice Technology's results of operations, what investors think of iVoice
Technology and the IVR industry, the amount of dividends that iVoice
Technology pays,

changes in economic conditions in the IVR industry 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 iVoice Technology Class A Common
Stock and/or iVoice common stock.

As described elsewhere in this prospectus, iVoice Technology had issued
to Cornell Capital Partners $560,000 aggregate principal amount of secured
convertible debentures. On February 28, 2005, iVoice Technology's
obligations under the secured convertible debentures were terminated and
replaced with a secured promissory note of the same principal amount, which
note accrues interest at rate of 12% per annum, but is not convertible into
any equity security of iVoice Technology.

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 iVoice Technology
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 the
Company 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 iVoice Technology 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,
plus shares attributable to accrued and unpaid interest upon conversion of
his promissory note. As of September 30, 2005, there was $1,327 of accrued
and unpaid interest on the promissory note.

CHANGES IN ACCOUNTANTS

On February 23, 2005, iVoice Technology terminated the services of its
independent account, Mendlowitz Weitsen, LLP. For the two most recent fiscal
years and through the subsequent interim period ending upon such termination,
(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 iVoice Technology's Audit Committee.

On February 23, 2005, iVoice Technology engaged the independent
accounting firm of Bagell, Josephs & Company, L.L.C. as principal accountant
to audit iVoice Technology's financial statements for the fiscal years ended
December 31, 2004 and 2003.

EXPERTS

The financial statements for the years ended December 31, 2004 and
December 31, 2003, included in this prospectus have been audited by Bagell,
Josephs & Company, L.L.C., independent certified public accountants to the
extent and for the periods set forth in their report (which contains an
explanatory paragraph regarding iVoice Technology's ability to continue as a
going concern) appearing elsewhere herein and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.

LEGAL MATTERS

Meritz & Muenz LLP, Washington, D.C. will pass upon the validity of the
shares of common stock offered hereby for us.

WHERE YOU CAN FIND MORE INFORMATION

iVoice Technology has filed with the Securities and Exchange Commission
the registration statement under the Securities Act with respect to the iVoice
Technology 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 iVoice Technology with the Commission may be
inspected and copied (at prescribed rates) at the public reference facilities
maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. 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. iVoice Technology is also 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, iVoice Technology is 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.

iVOICE TECHNOLOGY, INC.
INDEX TO FINANCIAL STATEMENTS

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

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM F-2

AUDITED FINANCIAL STATEMENTS
Balance Sheets - December 31, 2004 and 2003 F-3
Statements of Operations - for the years ended
December 31, 2004 and 2003 F-4
Statements of Owner's Equity (Deficiency) - for the
years ended December 31, 2004 and 2003 F-5
Statements of Cash Flow - for the years ended
December 31, 2004 and 2003 F-6

NOTES TO AUDITED FINANCIAL STATEMENTS F-7

UNAUDITED FINANCIAL STATEMENTS
Balance Sheet - September 30, 2005 F-19
Condensed Statements of Operations - for the
three months and nine months ended
September 30, 2005 and 2004 F-20
Statements of Cash Flow - for the nine months
ended September 30, 2005 and 2004 F-21

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS F-22

SELECTED HISTORICAL AND PRO FORMA
FINANCIAL INFORMATION F-32
Condensed Unaudited Pro Forma Balance Sheets at
December 31, 2004 F-33
Unaudited Pro Forma Statement of Operations for
the year ended December 31, 2004 F-34
Unaudited Pro Forma Statement of Operations for
the year ended December 31, 2003 F-35

NOTES TO CONDENSED UNAUDITED PRO FORMA
FINANCIAL INFORMATION F-38

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 iVOICE TECHNOLOGY, INC.
Matawan, New Jersey

We have audited the accompanying balance sheets of the interactive voice
response software business of iVoice, Inc. (iVoice Technology, 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. (iVoice Technology, Inc.) as of
December 31, 2004 and 2003 (except for Note 10 as to which such date is
August 4, 2005), 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.

BAGELL, JOSEPHS & COMPANY, L.L.C.

Gibbsboro, New Jersey
March 21, 2005

F-2

iVOICE TECHNOLOGY, INC.
BALANCE SHEETS

December 31,
2004 2003
----------- -----------

ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 346,599 $ 0
Accounts receivable 31,733 37,483
Inventory, net 0 11,888
Cost in excess of billing 0 2,706
----------- -----------
Total current assets 378,332 52,077
PROPERTY AND EQUIPMENT, net
Property and equipment, net 4,737 0
OTHER ASSETS
Software license costs, net 0 45,400
----------- -----------
TOTAL ASSETS $ 383,069 $ 97,477
=========== ===========
LIABILITIES AND OWNER'S EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 30,606 $ 0
5% Convertible debentures 560,000 0
Deferred maintenance contracts 33,141 23,662
----------- -----------

Total current liabilities 623,747 23,662

OWNER'S EQUITY (DEFICIENCY)
Common Stock
Class A, no par value; Authorized
10,000,000,000 shares; 10,050,000
shares issued and outstanding as of
12/31/04 and 0 shares issued and
outstanding as of 12/31/03 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 0 0
outstanding

Net investment, iVoice, Inc. 7,297,231 6,133,597

Accumulated deficit (7,537,909) (6,059,782)
----------- -----------

Total owner's equity (deficiency) (240,678) 73,815
----------- -----------

TOTAL LIABILITIES AND OWNER'S EQUITY
(DEFICIENCY) $ 383,069 $ 97,477
=========== ===========

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

F-3

iVOICE TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS
For The Years December 31, 2004 and 2003

2004 2003
----------- -----------
SALES, net $ 239,114 $ 303,756

72,870 123,091
COST OF SALES
----------- -----------
GROSS PROFIT 166,244 180,665
----------- -----------
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES
Selling expenses 45,512 68,692
General & administrative expense 721,733 665,473
Research & development 50,788 128,696
Depreciation & amortization 45,423 102,480
----------- -----------
Total Selling, General & 863,456 965,341
Administrative expense
----------- -----------
LOSS FROM CONTINUING OPERATIONS (697,212) (784,676)
----------- -----------
OTHER INCOME (EXPENSE)
Other income 113,194 100,557
Write off of financing costs (850,555) 0
Gain on sale of securities held for 0 69,418
sale
Interest expense (31,487) (516,719)
Other expense (12,067) 0
----------- -----------
Total other expense (780,915) (346,744)
----------- -----------
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (1,478,127) (1,131,420)
----------- -----------
PROVISION FOR INCOME TAXES 0 0
----------- -----------
NET LOSS FROM CONTINUING OPERATIONS $(1,478,127) $(1,131,420)
=========== ===========

NET LOSS PER COMMON SHARE:
Basic $ (0.15) $ (0.11)
=========== ===========
Diluted $ (0.15) $ (0.11)
=========== ===========

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

F-4

iVOICE TECHNOLOGY, INC.
STATEMENTS 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 5,108,396 (4,928,362) 180,034

Net transactions with iVoice, Inc.
Net loss for the twelve months
ended 1,025,201 -- 1,025,201

December 31, 2003 (1,131,420) (1,131,420)
----------- ----------- ----------- ----------- -----------

Balance at December 31, 2003 0 0 6,133,597 (6,059,782) 73,815

Issuance of common stock 100 0 0

Retroactive treatment
of 100,500:1 stock split 10,049,900 0 0

Net transactions with iVoice, Inc. 1,163,634 1,163,634
Net loss for the
twelve months ended
December 31, 2004 (1,478,127) (1,478,127)
----------- ----------- ----------- ----------- -----------

Balance at December
31, 2004 (As Retroactively
Restated) 10,050,000 $ 0 $ 7,297,231 $(7,537,909 $ (240,678)
=========== =========== =========== =========== ===========

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

F-5

iVOICE TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
For The Years December 31, 2004 and 2003

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

CASH FLOW FROM OPERATING ACTIVITIES
Net loss $(1,478,127) $(1,033,500)
Depreciation and amortization 45,423 102,480
Changes in operating assets and liabilities
Decrease in accounts receivable 5,750 --
Decrease in inventory 11,888 --
Decrease in cost in excess of billing 2,706 --
Increase in accounts payable and
accrued expenses 30,606 --
Increase in deferred maintenance contracts 9,479 3,739
----------- -----------
Net cash (used in) operating activities (1,372,275) (927,281)
----------- -----------
CASH FLOWS FOR INVESTING ACTIVITIES
Purchase of property and equipment (4,760) --
----------- -----------
Net cash used in investing activities (4,760) 0
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Allocation of costs by iVoice 1,163,634 927,281
Sale of convertible debentures 560,000
----------- -----------
Net cash provided by financing activities 1,723,634 927,281
----------- -----------
NET INCREASE IN CASH 346,599 0
CASH - beginning 0 0
CASH - end $ 346,599 $ 0
=========== ===========
CASH PAID DURING THE YEAR FOR:
Interest expense $ 25 $ 516,719
=========== ===========
Income taxes $ 0 $ 0
=========== ===========

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

F-6

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

NOTE 1 - BACKGROUND

iVoice Technology, Inc. ("iVoice Technology" 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 Technology, 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
iVoice Technology Nevada 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. iVoice Technology will
continue to develop, market and license the Interactive Voice Response line of
computerized telephony software.

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

The spin-off transaction will be accomplished by the distribution of certain
intellectual property, representing the software codes of Interactive Voice
Response ("IVR"), and certain accrued liabilities and related party debt to
iVoice Technology (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, iVoice Technology has entered into a
temporary administrative services agreement with iVoice. The administrative
services agreement will continue on a month to month basis until iVoice
Technology has found replacement services for those services being provided by
iVoice or can provide these services for itself.

iVoice Technology 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 iVoice
Technology 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 Interactive Voice
Response line, which was developed by iVoice. The Company's Interactive Voice
Response line is designed to read information from and write information to,
databases, as well as to query databases and return information.

IVR is an application generator that allows full connectivity to many
databases, including Microsoft Access, Microsoft Excel, Microsoft Fox Pro, and
Paradox, or to standard text files.

F-7

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

The IVR software is sold as an application generator that gives the end user
the ability to develop their own customized IVR applications or as a
customized turnkey system. IVR performs over 40 different customizable
commands. Examples of IVR range from simply selecting announcements from a
list of options stored in the computer (also known as audio text) to more
complex interactive exchanges such as querying a database for information.

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
$280,000 of secured convertible debentures in August 2004, and an additional
$280,000 of secured convertible debentures, in November 2004, around the time
of filing of the registration statement for the Class A Common Stock. 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. Interest on the secured convertible debentures is payable at
5% per annum and the notes 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 as
listed on a principal market (as defined in the debentures), as made by a
market maker, submitted on Form 211 to and approved by the NASD, 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.

F-8

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

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 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 Interactive Voice Response 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

F-9

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

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 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 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, 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.

Three customers generated approximately 69% of the revenue for the
Company through one-time contracts that will be unlikely to impact revenues
in future periods.

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

F-10

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

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.

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 $7,000,000 net operating loss allocated to
the IVR 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

F-11

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

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 10,050,000 10,050,000
purposes

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 in 2003 results in no
changes to the net loss for that period.

NOTE 5 - INTANGIBLE ASSETS

Intangible assets consist of software source codes originally purchased
by iVoice for $454,000 in May 1999. The asset is reflected at its original
cost net of accumulated amortization of $454,000, from the date acquired by
iVoice. The asset was amortized over a 5-year period.

F-12

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

In accordance with FAS 142 goodwill and indefinite-lived intangible
assets are reviewed for impairment at least annually, and whenever events or
changes in circumstances indicate the carrying amounts of the assets may be
impaired. We have elected to perform our impairment review during the fourth
quarter of each year, in conjunction with our annual planning cycle. At
December 31, 2004, we found no impairment of goodwill or other
indefinite-lived intangible assets.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the years ended December 31, 2004 and December 31, 2003 iVoice
allocated operating costs of $1,163,634 and $965,341, respectively to iVoice
Technology. 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 Interactive Voice Response 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 iVoice Technology by iVoice
based upon a ratio of revenue of the Interactive Voice Response software over
total iVoice revenue for the applicable periods. Management believes the
costs of these services charged are a reasonable representation of the costs
that would have been incurred if iVoice Technology had performed these
functions as a stand-alone company.

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

NOTE 7 - 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.

F-13

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

NOTE 8 - COMMITMENTS AND CONTINGENCIES

As discussed in Note 3, the Company has entered into a subscription
agreement with certain purchasers for the sale of $700,000 in convertible
debentures. The debentures will be convertible into Class A Common Stock at
the discretion of the holders only after the Company's Class A Common Stock
has commenced trading on the Over-the-Counter Bulletin Board. Additionally,
the Company had entered into a Standby Equity Distribution Agreement whereby
the Company, at their 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. On February 28, 2005, the Standby Equity Distribution
Agreement was terminated. The Company has obtained a non-binding commitment
for 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. This transaction
will require the Company to register its Class A Common Stock for resale to
facilitate this financial transaction.

On February 28, 2005, convertible debentures equal in principal to
$560,000 were terminated and replaced with a secured promissory note of the
same value. In addition, on February 28, 2005, iVoice Technology borrowed an
additional $140,000 under the promissory note. On February 28, 2005, the
Standby Equity Distribution Agreement was terminated.

The Company will also assume outstanding indebtedness 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 iVoice Technology. This
amount is related to funds loaned to iVoice and is unrelated to the
operations of iVoice Technology. The note representing such obligation 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 iVoice Technology, Inc., par value $.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of iVoice
Technology, 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 iVoice Technology, Inc. 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.

Effective August 1, 2004, the Company entered into a one year
employment contract with Arie Seidler, its President and Chief Executive
Officer. The Company will pay Mr. Seidler a base salary of $40,000 during
the term. Mr. Seidler can earn bonuses based on the Company achieving
certain levels of sales and profitability and will also be entitled to
certain bonuses based on mergers and acquisitions completed by the Company.

The Company entered into a five-year employment agreement with Jerome
Mahoney, its Non-Executive Chairman of the Board of Directors, effective
August 1, 2004. The Company will compensate Mr. Mahoney with a base salary
of $85,000 for the first year with annual

F-14

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

increases based on the Consumer Price Index. Mr. Mahoney will also be entitled
to certain bonuses based on mergers and acquisitions completed by the Company.

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

NOTE 9 - CAPITAL STOCK

Pursuant to iVoice Technology'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 iVoice Technology's
outstanding securities, including Class A Common Stock, Class B Common Stock,
Class C Common Stock, and Preferred Stock.

I. 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. Subsequent to December 31, 2004, in connection with the
distribution of the Company's Class A Common Stock by iVoice, Inc., the
Company's 100,500-for-one stock split retroactively increased the shares to
10, 050,000 (See Note 10).

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.

II. 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 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 iVoice Technology, 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.

F-15

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

III. 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.

IV. Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred
Stock, par value $1.00 per share. As of December 31, 2004, iVoice Technology
has not issued any shares of Preferred Stock.

NOTE 10 - SUBSEQUENT EVENTS

In September 2005, the Company entered into an agreement with Monitor
Capital, Inc. for Monitor Capital to act as an agent for the private
placement to Cornell Capital Partners, L.P. Pursuant to the placement
agent agreement, we issued to Monitor Capital 400,000 shares of iVoice
Technology Class A Common Stock, representing a placement agent fee. Pursuant
to the placement agent agreement, we issued to Monitor Capital 400,000 shares
of iVoice Technology Class A Common Stock, representing a placement agent
fee. The Company issued the following secured convertible debentures to
Cornell Capital Partners on the dates and amounts as follows: August 2004 for
$280,000 and November 2004 for $280,000. These debentures were 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 as listed on a
principal market (as defined in the debentures), as made by a market maker,
submitted on Form 211 to and approved by the NASD 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 iVoice Technology. 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 $560,000 Convertible Debentures replacing them with a
Promissory Note. The Promissory Note was in the amount of $700,000, $560,000
of which replaced the Convertible Debentures in 2004, and $140,000 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 Note was paid on February 28, 2005, at the time that such
$140,000 was advanced to the Company.

F-16

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

The Promissory Note bears interest at the rate of 12% per annum.
Principal on the Note 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 of the initial payment on July 4, 2005, in accordance with the
amortization schedule described above, the Company will make a lump sum
payment of all outstanding interest and principal on July 4, 2006.

On February 28, 2005, the iVoice, Inc. agreed to provide Cornell
Capital Partners a full and unconditional guaranty of the payment and
performance obligations of iVoice Technology under the promissory note, which
cannot be discharged, except as specifically provided in the promissory note
and the related documents. Under the guaranty, if iVoice Technology defaults
in payment or performance of any of its obligations under the promissory
note, 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 and Cornell Capital Partners,
LP. This Guaranty was terminated on August 5, 2005.

Effective August 12, 2004, iVoice Technology entered into a Standby
Equity Distribution Agreement with Cornell Capital Partners to obtain an
equity line of credit. Under this agreement, iVoice Technology 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, iVoice
Technology, Inc. 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 iVoice Technology 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 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 iVoice Technology 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 initial outstanding shares of iVoice Technology, Inc. Class A Common
Stock (exclusive of shares issuable under the equity line of credit or upon
conversion of the secured convertible debentures)

F-17

iVOICE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

on a fully diluted basis on the date the iVoice Technology Class A Common
Stock was first quoted on a principal market. To date, iVoice Technology has
not drawn down on the equity line of credit.

According to the registration statement for the distribution of the
iVoice Technology Class A Common Stock, a 100,500-for-one stock split will be
accomplished by means of a stock dividend and will be effectuated immediately
prior to the effective date of the registration statement. The Company has
retroactively restated the shares outstanding at December 31, 2004 for this
stock split.

F-18

iVOICE TECHNOLOGY, INC.
CONDENSED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2005

ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 312,770
Accounts receivable 13,085
Prepaid expenses 6,521
-----------
Total current assets 332,376
-----------
PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $492 1,850
-----------

TOTAL ASSETS $ 334,226
===========

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 233,069
Due to related parties 83,245
Deferred maintenance contracts 8,844
Notes payable to related parties 190,000
Notes Payable 700,000
-----------

Total current liabilities 1,215,158
-----------

COMMITMENTS AND CONTINGENCIES --

STOCKHOLDERS' (DEFICIENCY)
Preferred stock, $1 par value; authorized
1,000,000 shares; no shares issued and
outstanding --
Common stock, Class A - no par value; authorized
10,000,000,000 shares; 10,013,984 shares issued
and outstanding --
Common stock, Class B - $.01 par value;
authorized 50,000,000 shares; no shares issued
and outstanding --
Common stock, Class C - $.01 par value; authorized
20,000,000 shares; no shares issued and outstanding --
Additional Paid in Capital 7,103,731
Accumulated deficit (7,984,663)
-----------
Total stockholders' (deficiency) (880,932)
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) $ 334,226
===========

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

F-19

iVOICE TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Nine Months Ended For the Three Months Ended
September 30, September 30,
---------------------------- ----------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------

SALES, net $ 94,756 $ 64,772 $ 23,918 $ 46,478

COST OF SALES 738 26,384 -- 6,445
------------ ------------ ------------ ------------

GROSS PROFIT 94,018 38,388 23,918 40,033
------------ ------------ ------------ ------------

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
Selling and marketing expenses 30,135 51,979 5,500 11,779
General and administrative expenses 413,102 554,786 239,131 92,283
Research and development expenses 30,000 50,787 30,000 9,573
Depreciation and amortization 469 36,258 422 12,086
------------ ------------ ------------ ------------
Total selling, general and administrative expenses 473,706 693,810 275,053 125,721
------------ ------------ ------------ ------------

LOSS FROM OPERATIONS (379,688) (575,589) (251,135) (85,688)

OTHER INCOME\(EXPENSE)
Other income\allocated expenses 3,383 101,128 1,644 40,178
Interest expense (56,449) (26,321) (40,090) (15,571)
Write-off of financing costs 14,000 (794,555) -- 93,591
------------ ------------ ------------ ------------
Total other income\(expense) (67,066) (719,748) (38,446) (118,198)
------------ ------------ ------------ ------------

LOSS (LOSS) FROM OPERATIONS
BEFORE INCOME TAXES (446,754) (1,295,337) (289,581) (32,510)

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

NET INCOME (LOSS) APPLICABLE
TO COMMON SHARES $ (446,754) $ (1,295,337) $ (289,581) $ 32,510
============ ============ ============ ============

NET INCOME (LOSS) PER COMMON SHARE
Basic and diluted $ ( 0.04) $ ( 0.13) $ ( 0.03) $ 0.00
============ ============ ============ ============

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic and diluted 10,013,984 10,013,984 10,013,984 10,013,984
============ ============ ============ ============

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

F-20

iVOICE TECHNOLOGY, INC.
CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

For the Nine Months Ended
September 30,
-------------------------------
2005 2004
----------- -----------

CASH FLOW (USED IN) OPERATING ACTIVITIES
Net loss $ (446,754) $(1,295,337)

Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation 469 36,258

Changes in certain assets and liabilities:
Decrease in accounts receivable 18,648 --
Increase in prepaid expenses (6,522) --
Increase (decrease) in accounts payable and
accrued liabilities 202,464 (46,427)
Increase in amount due to related parties 83,245 --
Decrease in deferred maintenance contracts (24,297) --
----------- -----------

Total cash (used in) operating activities (172,747) (1,305,506)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sales of convertible debentures 140,000 280,000
Net investment (return of capital) by iVoice, Inc. (1,082) 1,161,216
Paid in capital -- 70,000
----------- -----------
Total cash provided by financing activities 138,918 1,511,216
----------- -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (33,829) 205,710

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 346,599 --
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 312,770 $ 205,710
=========== ===========

CASH PAID DURING THE PERIOD FOR:

Interest expense $ 40,090 $ 78,020
=========== ===========
Income taxes $ -- $ --
=========== ===========

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

F-21

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

NOTE 1 - BACKGROUND

The unaudited interim financial statements included herein have been
prepared by iVoice Technology, Inc. ("iVoice Technology" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted as allowed by such rules and regulations, and the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the December 31, 2004 audited financial statements
and the accompanying notes thereto. While management believes the procedures
followed in preparing these financial statements are reasonable, the accuracy
of the amounts are in some respects dependent upon the facts that will exist,
and procedures that will be accomplished by the Company later that year.

The management of the Company believes that the accompanying unaudited
financial statements contain all adjustments (including normal recurring
adjustments) necessary to present fairly the operations and cash flows for
the periods presented.

iVoice Technology 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 Technology, 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 may also be referring to an agreement, contract or other
written instrument that had been entered into by iVoice Technology Nevada and
thereafter assigned to the Company.

On September 1, 2004, the Board of Directors of iVoice, the former
parent of the Company, resolved to pursue the separation of iVoice software
business into three publicly owned companies. iVoice Technology will
continue to develop, market and license the Interactive Voice Response line
of computerized telephony software.

The spin-off transaction was accomplished, on August 5, 2005, by the
assignment, contribution and conveyance of certain intellectual property,
representing the software codes of Interactive Voice Response ("IVR"), and
certain accrued liabilities and related party debt to iVoice Technology (the
"Distribution"). The shares of Class A Common Stock of the Company were
distributed to iVoice shareholders in the form of a taxable special dividend
distribution.

In conjunction with the spin-off, iVoice Technology entered into a
temporary administrative services agreement with iVoice. The administrative
services agreement will continue on a month-to-month basis until iVoice
Technology has found replacement

F-22

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

services for those services being provided by iVoice or can provide these
services for itself.

On August 5, 2005, iVoice Technology assumed $190,000 in accrued
liabilities and related party debt incurred by iVoice. The debt assumed is
convertible into iVoice Technology Class B Common Stock at the option of the
holder as later described in these notes.

On August 4, 2005, the Company received notice from the SEC that the
registration statement to effectuate the spin-off of iVoice Technology from
iVoice was declared effective and the Company immediately embarked on the
process to spin off iVoice Technology from iVoice.

The Company reclassified certain amounts for the nine months ended
September 30, 2004 to conform to the presentation of the September 30, 2005
amounts. The reclassifications have no effect on net income for the nine
months ended September 30, 2004.

NOTE 2 - BUSINESS OPERATIONS

The Company will continue to develop, market and license the
Interactive Voice Response line, which was developed by iVoice. The Company's
Interactive Voice Response line is designed to read information from and
write information to, databases, as well as to query databases and return
information.

IVR is an application generator that allows full connectivity to many
databases, including Microsoft Access, Microsoft Excel, Microsoft Fox Pro,
and Paradox, or to standard text files. The IVR software is sold as an
application generator that gives the end user the ability to develop their
own customized IVR applications or as a customized turnkey system. IVR
performs over 40 different customizable commands. Examples of IVR range from
simply selecting announcements from a list of options stored in the computer
(also known as audio text) to more complex interactive exchanges such as
querying a database for information.

NOTE 3 - GOING CONCERN

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.
The Company's previous financial results and operations were reflected in the
consolidated financial statements and accounting records of iVoice and
reflected significant assumptions and allocations. The Company has relied on
iVoice for administrative, management, research and other services. 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.

As of September 30, 2005, the Company had a net loss, a negative cash
flow from operations, as well as negative working capital. These matters
raise substantial doubt

F-23

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

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.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

The accompanying financial statements up through August 5, 2005 have
been derived from the consolidated financial statements and accounting
records of iVoice, Inc., a publicly traded company, using the historical
results of operations 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

c) 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

F-24

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

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 that 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 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 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, considered to be the warranty 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.

d) 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. All 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-25

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

e) Research and development costs

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

f) Inventory

g) Income Taxes

The Company accounts for income taxes under the Statement of Financial
Accounting Standards Board ("FASB") 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.

h) Organization Costs

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

i) (Loss) 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 number of shares issued in connection
with the Company's proposed spin-off from iVoice. 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. The shares used
in the computation are as follows:

For the nine For the three
months ended months ended
September September September September
30, 2005 30, 2004 30, 2005 30, 2004
----------------------- -----------------------

Pro Forma Basis and diluted purposes 10,013,984 10,013,984 10,013,984 10,013,984

F-26

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

j) 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 September 30, 2005 and 2004,
the Company has no items that represent comprehensive income, and thus, has
not included a statement of comprehensive income.

k) 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.

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards,
stock appreciation rights, and employee share purchase plans. The provisions
of SFAS 123R are effective for small business issuers as of the first interim
period that begins after December 15, 2005. Accordingly, the Company will
implement the revised standard in the fourth quarter of fiscal year 2005.
Currently, the Company accounts for its share-based payment transactions
under the provisions of APB 25, which does not necessarily require the
recognition of compensation cost in the financial statements (note 3(d)).
Management is assessing the implications of this revised standard, which may
materially impact the Company's results of operations in the fourth quarter
of fiscal year 2005 and thereafter.

On December 16, 2004, FASB issued Financial Accounting Standards No.
153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,
Accounting for Non-monetary Transactions ("FAS 153"). This statement amends
APB Opinion 29 to

F-27

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. Under FAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance criterion
and fair value is determinable, the transaction must be accounted for at fair
value resulting in recognition of any gain or loss. FAS153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005.
The Company does not anticipate that the implementation of this standard will
have a material impact on its financial position, results of operations or
cash flows.

NOTE 5 - INTANGIBLE ASSETS

NOTE 6 - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2004, iVoice allocated
operating costs of $1,163,634 to iVoice Technology. These allocations are
reflected in the selling, general and administrative, cost of revenue,
research and development, and other income (expense) 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, transfer agents, and human
resources. The amortization of the Interactive Voice Response 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 iVoice
Technology by iVoice based upon a ratio of revenue of the Interactive Voice
Response software over total iVoice revenue for the applicable periods.
Management believes the costs of these services charged are a reasonable
representation of the costs that would have been incurred if iVoice
Technology had performed these functions as a stand-alone company.

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

NOTE 7 - 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 %

F-28

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

Prior to the spin-off, the Company was included as part of iVoice's
consolidated federal income tax return. The Company has provided for a 100%
allowance of its deferred tax assets.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

As discussed in Note 3, the Company had entered into a subscription
agreement with certain purchasers for the sale of $560,000 in convertible
debentures. Additionally, the Company had entered into a Standby Equity
Distribution Agreement whereby the Company, at their 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. On February 28, 2005,
the Standby Equity Distribution Agreement was terminated.

On February 28, 2005, convertible debentures equal in principal to
$560,000 were terminated and replaced with a secured promissory note in the
amount of $700,000 ($560,000 representing replacement notes and $140,000
representing new financing).

On August 31, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, LP whereby Cornell has
agreed to purchase up to $10 million of the Company's Class A Common Stock
over a two year period. The shares issued under the Standby Equity
Distribution Agreement must be first registered under the Securities Act of
1933, as amended. The purchase price of the Common Stock purchased by
Cornell Capital under such agreement shall be at ninety-five percent (95%) of
the lowest trading price of the Company's Common Stock during the five
consecutive trading day period following the notification by the Company of
its request for an advance from Cornell under such agreement. In connection
with the Standby Equity Distribution Agreement, the Company entered into an
Escrow Agreement, Registration Rights Agreement and Placement Agent Agreement.

The Company has assumed an outstanding demand 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 iVoice
Technology. This amount is related to funds loaned to iVoice and is unrelated
to the operations of iVoice Technology. 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 iVoice Technology, Inc., par value $.01, for each dollar owed, (ii) the
number of shares of Class A Common Stock of iVoice Technology, 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-29

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

iVoice Technology entered into an employment agreement as of August 1,
2004 with Arie Seidler, which was amended on August 12, 2005. Mr. Seidler
resigned as iVoice Technology's President and Chief Executive Officer and his
employment agreement was terminated on August 26, 2005.

On August 29, 2005, the Company entered into an employment agreement
with Mark Meller . Mr. Meller will serve as the Company's President, Chief
Executive Officer and Chief Financial Officer for a term of one year. As
compensation, the Company will pay Mr. Meller an annual base salary of
$85,000. Mr. Meller has agreed to defer all but $20,000 of his compensation
until such time that Board of Directors determines, in its sole discretion,
that the Company has sufficient financial resources to pay his compensation
and the Board of Directors may also elect to pay Mr. Meller the balance of
his compensation in the form of Company Class A or Class B Common Stock. Mr.
Meller will also be entitled to certain bonuses based on mergers and
acquisitions completed by the Company.

The Company entered into a five-year employment agreement with Jerome
Mahoney to serve as its Non-Executive Chairman of the Board of Directors,
effective August 1, 2004. The Company will compensate Mr. Mahoney with a
base salary of $85,000 for the first year with annual increases based on the
Consumer Price Index. Mr. Mahoney's compensation shall be deferred until
such time that the Board of Directors determines that the Company has
sufficient financial resources to pay his compensation in cash and presently,
Mr. Mahoney's compensation will be paid in the form of Class B Common Stock.
Mr. Mahoney will also be entitled to certain bonuses based on mergers and
acquisitions completed by the Company.

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

NOTE 9 - CAPITAL STOCK

a) Class A Common Stock

As of September 30, 2005, there were 10,000,000,000 shares of Class A
Common Stock authorized, no par value, and 10,013,984 shares were issued and
outstanding.

F-30

iVOICE TECHNOLOGY, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004

b) Class B Common Stock

As of September 30, 2005, 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 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 iVoice Technology, 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
September 30, 2005, no shares were issued or outstanding.

c) Class C Common Stock

As of September 30, 2005, 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 September 30, 2005, no
shares were issued or outstanding.

d) Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred
Stock, par value $1.00 per share. As of September 30, 2005, iVoice
Technology has not issued any shares of Preferred Stock.

F-31

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 sheets at December 31, 2004 present the results of operations and
financial position of iVoice Technology, Inc., assuming that the transactions
contemplated by the spin-off had been completed as of the 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 to the
spin-off transaction whereby shareholders of the Company's former parent,
iVoice Inc., received a pro-rata distribution of the Company's shares in the
form of a taxable dividend. Under the spin-off transaction, the Company
received 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 iVoice Technology, 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 iVoice Technology had operated
independently. The pro forma financial information should not be relied upon
as being indicative of results iVoice Technology 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 or Plan of Operation" and the combined financial
statements and notes thereto included elsewhere in this prospectus.

F-32

CONDENSED UNAUDITED PRO FORMA BALANCE SHEET
-------------------------------------------

(UNAUDITED)
-----------

AS OF DECEMBER 31, 2004
-----------------------

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

Current Assets
Cash $ 346,599 $ -- $ 346,599
Accounts Receivable 31,733 -- 31,733
--------- --------- ---------

Total Current Assets 378,332 -- 378,332

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

Property and Equipment, net 4,737 -- 4,737

Total Assets $ 383,069 $ -- $ 383,069
========= ========= =========
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued
liabilities: 30,606 -- 30,606
Due to related party -- 190,000 190,000
Convertible debentures 560,000 -- 560,000
Deferred maint contracts 33,141 -- 33,141
--------- --------- ---------
Total current liabilities 623,747 190,000 813,747
Stockholder's deficit (240,678) (190,000) (430,678)
--------- --------- ---------
Total Liabilities and Stockholder's Deficit $ 383,069 $ -- $ 383,069
========= ========= =========

See accompanying Notes to Condensed Unaudited Pro Forma Financial Information.

F-33

PRO FORMA STATEMENT OF OPERATIONS
---------------------------------

(UNAUDITED)
-----------

YEAR ENDED DECEMBER 31, 2004
----------------------------

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

Sales, net $ 239,114 $ -- $ 239,114

Cost of Sales 72,870 -- 72,870
----------- ----------- -----------
Gross Profit 166,244 -- 166,244

Selling General and Administrative
Expenses 863,456 49,000 912,456
----------- ----------- -----------

Loss from Operations (697,212) (49,000) (746,212)

Other Income (Expense) (780,915) (12,350) (793,265)
----------- ----------- -----------

Loss before Income Taxes (1,478,127) (61,350) (1,539,477)

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

Net Loss $(1,478,127) $ (61,350) $(1,539,477)
=========== =========== ===========
Net Loss Per Common Share:

Basic $ (0.15)
===========

Diluted $ (0.15)
===========

See accompanying Notes to Condensed Unaudited Pro Forma Financial Information.

F-34

PRO FORMA STATEMENT OF OPERATIONS

(UNAUDITED)

YEAR ENDED DECEMBER 31, 2003

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

Sales, net $ 303,756 $ -- 303,756

Cost of Sales 123,091 -- 123,091
----------- ----------- -----------

Gross Profit 180,665 -- 180,665

Selling General and Administrative
Expenses 965,341 84,000 1,049,341
----------- ----------- -----------

Income (Loss) from Operations (784,676) (84,000) (868,676)

Other Income (Expense) (346,744) (12,350) (359,094)
----------- ----------- -----------

Loss before Income Taxes (1,131,420) (96,350) (1,227,770)

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

Net Loss $(1,131,420) $ (96,350) $(1,227,770)
=========== =========== ===========
Net Loss Per Common Share:

Basic $ (0.12)
===========

Diluted $ (0.12)
===========

See accompanying Notes to Condensed Unaudited Pro Forma Financial Information.

F-35

NOTES TO CONDENSED UNAUDITED PRO FORMA FINANCIAL
INFORMATION

NOTE 1.

The historical financial statements of iVoice Technology, Inc. reflect periods
during which iVoice Technology 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 iVoice Technology 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 outstanding indebtedness in the amount of
$190,000 payable to Jerry Mahoney, President and Chief Executive Officer
of iVoice. The note representing such obligation 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 iVoice Technology, Inc., par value
$.01, for each dollar owed, (ii) the number of Class A common stock
shares of iVoice Technology, 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 iVoice
Technology 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) $49,000 in administrative services provided by iVoice, Inc. pursuant to
an administrative service agreement between iVoice Technology and
iVoice, Inc.

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

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

F-36

Adjustments" for transactions that would have occurred subsequent to January
1, 2003 as follows:

a) $84,000 in administrative services provided by iVoice, Inc. pursuant to
an administrative service agreement between iVoice Technology 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, iVoice Technology
has entered into a temporary administrative service agreement with
iVoice. The administrative services agreement will continue on a month
to month basis until iVoice Technology has found replacement services
for those services being provided by iVoice or can provide these
services for itself.

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

NOTE 4.

The average number of shares of iVoice Technology common stock used in the
computation of basic and diluted net income per share was 10,050,000 for the
years ended December 31, 2004 and 2003, based on a distribution ratio of one
share of iVoice Technology Class A common stock for every 988 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-37

============================================= ==============================
All dealers that 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. iVoice Technology, Inc.

____________________ 1,053,506,579 Shares of
Class A Common Stock
TABLE OF CONTENTS

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 Condition or Plan of
Operation........................... Date: ________, 2006
Our Business..........................
iVoice Technology's Management........
Certain Relationships and Related
Transactions........................
Principal Stockholders................
Description of Securities ............
The Distribution......................
Federal Income Tax Consequences of
the Distribution....................
Reasons for Furnishing this
Document............................
Relationship between iVoice and
iVoice Technology following the
Distribution........................
Where You Can Find More Information
Index to Financial Statements......... ==============================

F-38

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

iVoice Technology's 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 iVoice Technology) by reason of
the fact that such person is or was a director or an officer of iVoice
Technology 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 iVoice Technology and, in the case of
a criminal proceeding, had no reasonable cause to believe the conduct of that
person was unlawful. iVoice Technology's 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
iVoice Technology to procure a judgment in its favor by reason of the fact
that said person is or was a director or an officer of iVoice Technology
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
iVoice Technology 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. iVoice Technology will pay all expenses in connection with this
offering.

Securities and Exchange Commission $1,240
Registration Fee
Printing and Engraving Expenses $25,000
Accounting Fees and Expenses $16,750
Legal Fees and Expenses $200,000
Miscellaneous $40,000
--------
TOTAL $282,990
========

Item 26. Recent Sales of Unregistered Securities

In August 2004, the Company entered into an agreement with Sloan
Securities Corporation for Sloan Securities 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 Securities on or about the date of effectiveness of
registration statement for such securities 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 the registration statement for
such securities. On August 12 and November 19, 2004, iVoice Technology
issued an aggregate of $560,000 in secured convertible debentures,

II-1

with interest payable at 5% per annum, to Cornell Capital Partners. The
debentures were 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%) as listed on a principal market (as defined in the
debentures), as made by a market maker, submitted on Form 211 to and approved by
the NASD 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 iVoice Technology. On
February 28, 2005, the placement agent agreement with Sloan Securities was
terminated and the secured convertible debentures were terminated and replaced
by a promissory note in the aggregrate principal amount of $700,000 ($560,000
representing replacement notes and $140,000 representing new financing).

Effective August 12, 2004, iVoice Technology entered into a Standby
Equity Distribution Agreement with Cornell Capital Partners to obtain an
equity line of credit. On February 28, 2005, iVoice Technology entered into a
Termination Agreement with Cornell Capital Partners, pursuant to which the
equity line transaction was terminated. In September 2005, iVoice Technology
and Cornell Capital entered into a Standby Equity Distribution Agreement,
which was amended and restated on December 12, 2005. Pursuant to the Standby
Equity Distribution Agreement, Cornell Capital agreed has agreed, subject to
satisfaction of certain conditions, to purchase shares of iVoice Technology's
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 iVoice Technology 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, on December 12,
2005, iVoice Technology issued 150,000 shares of Class A Common Stock to
Cornell Capital as a one-time commitment fee under the Standby Equity
Distribution Agreement.

Pursuant to the Standby Equity Distribution Agreement with Cornell
Capital Partners, on December 12, 2005, iVoice Technology paid Yorkville
Advisors Management a structuring fee equal to 325,000 shares of iVoice
Technology Class A Common Stock and will pay Yorkville Advisors Management an
additional structuring fee of five hundred dollars directly out of the gross
proceeds of each advance under the equity line of credit.

In September 2005, the Company entered into a placement agent agreement
with Monitor Capital, Inc., which was amended and restated on December 12,
2005. Pursuant to the placement agent agreement, the Company issued to
Monitor Capital 400,000 shares of Class A Common Stock as a placement agent
fee.

On August 5, 2005, iVoice Technology assumed from iVoice outstanding
indebtedness 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
iVoice Technology. iVoice Technology, for value

II-2

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
representing such obligation. 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 iVoice
Technology, par value $0.01, for each dollar owed, (ii) the number of shares of
Class A Common Stock of iVoice Technology 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. iVoice Technology has yet to record
this liability on its financial statements, as this indebtedness was not assumed
by iVoice Technology until August 5, 2005.

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. iVoice Technology 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 iVoice
Technology, after approval by our legal counsel. iVoice Technology 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. iVoice Technology 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 iVoice
Technology, Inc. (filed as Exhibit 3.1 to iVoice Technology,
Inc.'s Amendment No. 1 to Form SB-2 Registration Statement, File
No. 333-120490, filed on January 11, 2005, and incorporated
herein by reference)

3.2 By-laws of iVoice Technology, Inc. (filed as Exhibit 3.2 to
iVoice Technology, Inc.'s Amendment No. 1 to Form SB-2
Registration Statement, File No. 333-120490, filed on January 11,
2005, and incorporated herein by reference)

4.1 Form of iVoice Technology, Inc. 5% Secured Convertible Debenture
due August 12, 2006 issued to Cornell Capital Partners, LP (filed
as Exhibit 4.1 to iVoice Technology, Inc.'s Amendment No. 1 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
January 11, 2005, and incorporated herein by reference)

II-3

5.1 Opinion of Meritz & Muenz LLP

9.1 Voting Agreement, dated August 5, 2005, between Jerome Mahoney
and Mark Meller

9.2 Irrevocable Proxy of Mark Meller, dated August 5, 2005

10.1 Standby Equity Distribution Agreement, dated August 12, 2004,
between Cornell Capital Partners, LP and iVoice Technology, Inc.
(filed as Exhibit 10.1 to iVoice Technology, Inc.'s Amendment No.
1 to Form SB-2 Registration Statement, File No. 333-120490, filed
on January 11, 2005, and incorporated herein by reference)

10.2 Securities Purchase Agreement, dated August 12, 2004, between
iVoice Technology, Inc. and Cornell Capital Partners, LP. (filed
as Exhibit 10.2 to iVoice Technology, Inc.'s Amendment No. 1 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
January 11, 2005, and incorporated herein by reference)

10.3 Escrow Agreement, dated August 12, 2004, between iVoice
Technology, Inc., Cornell Capital Partners, LP and Butler
Gonzalez LLP (filed as Exhibit 10.3 to iVoice Technology, Inc.'s
Amendment No. 1 to Form SB-2 Registration Statement, File No.
333-120490, filed on January 11, 2005, and incorporated herein by
reference)

10.4 Registration Rights Agreement, dated August 12, 2004, between
iVoice Technology, Inc. and Cornell Capital Partners, LP (filed
as Exhibit 10.4 to iVoice Technology, Inc.'s Amendment No. 1 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
January 11, 2005, and incorporated herein by reference)

10.5 Escrow Agreement, dated August 12, 2004, between iVoice
Technology, Inc., Cornell Capital Partners, LP. and Butler
Gonzalez LLP (filed as Exhibit 10.5 to iVoice Technology, Inc.'s
Amendment No. 1 to Form SB-2 Registration Statement, File No.
333-120490, filed on January 11, 2005, and incorporated herein by
reference)

10.6 Investor Registration Rights Agreement, dated August 12, 2004,
between iVoice Technology, Inc. and Cornell Capital Partners, LP
(filed as Exhibit 10.6 to iVoice Technology, Inc.'s Amendment No.
1 to Form SB-2 Registration Statement, File No. 333-120490, filed
on January 11, 2005, and incorporated herein by reference)

10.7 Security Agreement, dated August 12, 2004, between iVoice
Technology, Inc. and Cornell Capital Partners, LP (filed as
Exhibit 10.7 to iVoice Technology, Inc.'s Amendment No. 1 to Form
SB-2

II-4

Registration Statement, File No. 333-120490, filed on January 11,
2005, and incorporated herein by reference)

10.8 Placement Agent Agreement, dated August 12, 2004, between iVoice
Technology, Inc. and Sloan Securities Corporation (filed as
Exhibit 10.8 to iVoice Technology, Inc.'s Amendment No. 1 to Form
SB-2 Registration Statement, File No. 333-120490, filed on
January 11, 2005, and incorporated herein by reference)

10.9 Employment Agreement, dated as of August 1, 2004, between iVoice
Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.9 to
iVoice Technology, Inc.'s Amendment No. 2 to Form SB-2
Registration Statement, File No. 333-120490, filed on April 7,
2005, and incorporated herein by reference)

10.10 Employment Agreement, dated as of August 1, 2004, between iVoice
Technology, Inc. and Arie Seidler (filed as Exhibit 10.10 to
iVoice Technology, Inc.'s Amendment No. 2 to Form SB-2
Registration Statement, File No. 333-120490, filed on April 7,
2005, and incorporated herein by reference)

10.11 Administrative Services Agreement, dated August 1, 2004, between
iVoice, Inc. and iVoice Technology, Inc. (filed as Exhibit 10.11
to iVoice Technology, Inc.'s Amendment No. 2 to Form SB-2
Registration Statement, File No. 333-120490, filed on April 7,
2005, and incorporated herein by reference)

10.12 Assignment and Assumption Agreement and Consent, dated November
11, 2004 between iVoice Technology, Inc. (Nevada) and iVoice
Technology, Inc. (New Jersey) (filed as Exhibit 10.12 to iVoice
Technology, Inc.'s Amendment No. 3 to Form SB-2 Registration
Statement, File No. 333-120490, filed on June 24, 2005, and
incorporated herein by reference)

10.13* Corporate Contribution and General Conveyance Agreement, dated
August 5, 2005 between iVoice, Inc. and iVoice Technology, Inc.

10.14 [Intentionally Omitted.]

10.15 Waiver dated January 6, 2005 of Jerome Mahoney (filed as Exhibit
10.11 to iVoice Technology, Inc.'s Amendment No. 2 to Form SB-2
Registration Statement, File No. 333-120490, filed on April 7,
2005, and incorporated herein by reference)

10.16* Promissory Note from iVoice Technology, Inc. to Jerome Mahoney,
dated August 5, 2005

10.17 Termination Agreement, dated February 28, 2005, between Cornell

II-5

Capital Partners, LP and iVoice Technology, 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 (filed as Exhibit 10.17 to iVoice Technology,
Inc.'s Amendment No. 2 to Form SB-2 Registration Statement, File
No. 333-120490, filed on April 7, 2005, and incorporated herein
by reference)

10.18 Termination Agreement, dated February 28, 2005, between Cornell
Capital Partners, LP and iVoice Technology, Inc., with respect to
a Standby Equity Distribution Agreement, Registration Rights
Agreement, Escrow Agreement and Placement Agent Agreement, each
dated August 13, 2004 (filed as Exhibit 10.18 to iVoice
Technology, Inc.'s Amendment No. 2 to Form SB-2 Registration
Statement, File No. 333-120490, filed on April 7, 2005, and
incorporated herein by reference)

10.19 Promissory Note, dated February 28, 2005, from iVoice Technology,
Inc. to Cornell Capital Partners, LP (filed as Exhibit 10.19 to
iVoice Technology, Inc.'s Amendment No. 2 to Form SB-2
Registration Statement, File No. 333-120490, filed on April 7,
2005, and incorporated herein by reference)

10.20 Security Agreement, dated as of February 28, 2005, by and between
iVoice Technology, Inc. and Cornell Capital Partners, LP (filed
as Exhibit 10.20 to iVoice Technology, Inc.'s Amendment No. 2 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
April 7, 2005, and incorporated herein by reference)

10.21 Guaranty of Promissory Note, dated as of February 28, 2005, from
iVoice Technology, Inc. to Cornell Capital Partners, LP, made by
iVoice, Inc. in favor of Cornell Capital Partners, LP (filed as
Exhibit 10.21 to iVoice Technology, Inc.'s Amendment No. 2 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
April 7, 2005, and incorporated herein by reference)

10.22 Non-Binding Letter of Intent, dated March 9, 2005, between
Cornell Capital Partners, LP and iVoice Technology, Inc. (filed
as Exhibit 10.22 to iVoice Technology, Inc.'s Amendment No. 2 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
April 7, 2005, and incorporated herein by reference)

10.23 Amendment No. 1 to Employment Agreement, dated April 1, 2005,
between iVoice Technology, Inc. and Jerome Mahoney (filed as
Exhibit 10.23 to iVoice Technology, Inc.'s Amendment No. 2 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
April 7, 2005, and incorporated herein by reference)

II-6

10.24 Amendment No. 2 to Employment Agreement, dated June 15, 2005,
between iVoice Technology, Inc. and Jerome Mahoney (filed as
Exhibit 10.24 to iVoice Technology, Inc.'s Amendment No. 3 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
June 24, 2005, and incorporated herein by reference)

10.25 Amendment No. 1 to Employment Agreement, dated June 15, 2005,
between iVoice Technology, Inc. and Arie Seidler (filed as
Exhibit 10.25 to iVoice Technology, Inc.'s Amendment No. 4 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
July 28, 2005, and incorporated herein by reference)

10.26 Amendment No. 3 to Employment Agreement, dated July 18, 2005,
between iVoice Technology, Inc. and Jerome Mahoney (filed as
Exhibit 10.26 to iVoice Technology, Inc.'s Amendment No. 4 to
Form SB-2 Registration Statement, File No. 333-120490, filed on
July 28, 2005, and incorporated herein by reference)

10.27* Amendment No. 2 to Employment Agreement, dated August 12, 2005,
between iVoice Technology, Inc. and Arie Seidler

10.28 Employment Agreement, dated August 29, 2005, between iVoice
Technology, Inc. and Mark Meller (filed as Exhibit 10.2 to iVoice
Technology, Inc.'s Current Report on Form 8-K, filed on August
29, 2005, and incorporated herein by reference)

10.29 Standby Equity Distribution Agreement, dated September 22, 2005,
between Cornell Capital Partners, LP and iVoice Technology, Inc.
(filed as Exhibit 10.1 to iVoice Technology, Inc.'s Current
Report on Form 8-K, filed on September 30, 2005, and incorporated
herein by reference)

10.30 Escrow Agreement, dated September 22, 2005, between iVoice
Technology, Inc., Cornell Capital Partners, LP. and David
Gonzalez, Esq. (filed as Exhibit 10.4 to iVoice Technology,
Inc.'s Current Report on Form 8-K, filed on September 30, 2005,
and incorporated herein by reference)

10.31 Placement Agent Agreement, dated September 22, 2005, between
iVoice Technology, Inc. and Monitor Capital Inc. (filed as
Exhibit 10.3 to iVoice Technology, Inc.'s Current Report on Form
8-K, filed on September 30, 2005, and incorporated herein by
reference)

10.32 Registration Rights Agreement, dated September 22, 2005, between
iVoice Technology, Inc. and Cornell Capital Partners, LP (filed
as Exhibit 10.2 to iVoice Technology, Inc.'s Current Report on
Form 8-K, filed on September 30, 2005, and incorporated herein by
reference)

10.33* Amendment No. 4 to Employment Agreement, dated September 29,

II-7

2005, between iVoice Technology, Inc. and Jerome Mahoney

10.34* Amendment No.1 to Employment Agreement, dated September 29, 2005,
between iVoice Technology, Inc. and Mark Meller

10.35* Amended and Restated Standby Equity Distribution Agreement, dated
December 12, 2005, between Cornell Capital Partners, LP and
iVoice Technology, Inc.

10.36* Amended and Restated Placement Agent Agreement, dated December
12, 2005, between iVoice Technology, Inc. and Monitor Capital
Inc.

10.37* Amended and Restated Registration Rights Agreement, dated
December 12, 2005, between iVoice Technology, Inc. and Cornell
Capital Partners, LP

10.38* Termination Agreement, dated December 12, 2005, between iVoice
Technology, Inc., and David Gonzalez, Esq., and Cornell Capital
Partners, LP

16 Letter of Mendlowitz Weitsen, LLP, dated May 27, 2005, with
respect to the change in the Company's principal accountants
(filed as Exhibit 16 to iVoice Technology, Inc.'s Amendment No. 3
to Form SB-2 Registration Statement, File No. 333-120490, filed
on June 24, 2005, and incorporated herein by reference)

23.1 Consent of Bagell, Josephs, Levine & Company, LLC (formerly
Bagell, Josephs & Company, LLC)

23.2 Consent of Meritz & Muenz LLP (included in Exhibit 5.1)

_______________

* Previously filed.

Item 28. Undertakings

The undersigned registrant hereby undertakes:

(a)(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 which,
individually or together, 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

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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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

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

(2) For the purpose of determining any liability under the Act, to
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be
the initial bona fide offering.

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

(4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be filed
pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned small business issuer or used or
referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
small business issuer or its securities provided by or on behalf of
the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made
by the undersigned small business issuer to the purchaser.

(e) 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.

(f)(1) For determining any liability under the Act, to treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4),
or 497(h) under the Act as part of this registration statement as of the time
the Commission declared it effective.

(2) For determining any liability under the Act, to treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

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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 its behalf by the
undersigned, on February 2, 2006.

IVOICE TECHNOLOGY, INC.

By: /s/ Mark Meller
-------------------------------------
Name: Mark Meller
Title: President, Chief Executive Officer
and Chief Financial Officer

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 February 2, 2006
- ------------------------ the Board
Jerome R. Mahoney

/s/ Mark Meller President (Principal February 2, 2006
- ------------------------ Executive Officer), Chief
Mark Meller Executive Officer, and Chief
Financial Officer (Principal
Accounting Officer)

/s/ Frank V. Esser Director February 2, 2006
- -----------------------
Frank V. Esser

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