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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): May 24, 2005
IVOICE, INC.
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(Exact name of registrant as specified in its chapter)
NEW JERSEY 000-29341 51-0471976
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(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
750 HIGHWAY 34, MATAWAN, NJ 07747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 441-7700
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 24, 2005, the Registrant entered into Assignment whereby it assigned a
Convertible Debenture to Cornell Capital Partners, LP ("Cornell"), issued by
Corporate Strategies, Inc. on June 24, 2004. The purchase price paid by Cornell
for the Convertible Debenture was equal to the original principal of Five
Hundred Thousand Dollars ($500,000), plus accrued interest to date of Twenty-two
Thousand and Seven Hundred Thirty-nine Dollars and Seventy-three Cents
($22,739.73). The Registrant used the total proceeds from the sale of the
Convertible Debenture to reduce its debt owed to Cornell.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits
10.1 Assignment dated May 24, 2005 between iVoice, Inc.,
Cornell Capital Partners, LP and Corporate
Strategies, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IVOICE, INC,
Date: June 3, 2005 By: /s/ Jerome R. Mahoney
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Jerome R. Mahoney
President, Secretary and
Chief Executive Officer
INDEX OF EXHIBITS
10.1 Assignment dated May 24, 2005 between iVoice, Inc., Cornell Capital
Partners, LP and Corporate Strategies, Inc.