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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

IVOICE TECHNOLOGY, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEW JERSEY 20-1862731
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(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NUMBER)

750 HIGHWAY 34
MATAWAN, NEW JERSEY 07747
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (732) 441-7700

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

INDICATE BY CHECKMARK IF REGISTRANT IS A WELL-KNOWN SEASONED ISSUER, AS DEFINED
IN RULE 405 OF THE SECURITIES ACT. YES [ } NO [X]

INDICATE BY CHECKMARK IF REGISTRANT IS NOT REQUIRED TO FILE REPORTS PURSUANT TO
SECTION 13 OR SECTION 15(D) OF THE ACT. YES [ ] NO [X]

INDICATE BY CHECKMARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO . INDICATE BY CHECK MARK IF
DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT
CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF THE REGISTRANT'S
KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY
REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [ ]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN
ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALL REPORTING COMPANY. SEE
DEFINITION OF "LARGE ACCELERATED FILER", "ACCELERATED FILER", AND "SMALLER
REPORTING COMPANY" IN RULE 12B-2 OF THE EXCHANGE ACT.

LARGE ACCELERATED FILER [ ] ACCELERATED FILER [ ]
NON-ACCELERATED FILER [ ] SMALLER REPORTING COMPANY [X]
(DO NOT CHECK IF SMALLER
REPORTING COMPANY)

INDICATE BY CHECKMARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN
RULE 12B-2 OF THE SECURITIES ACT). YES [ ] NO [X]

AS OF MARCH 23, 2009, THE REGISTRANT HAD ISSUED AND OUTSTANDING 526,309,870
CLASS A COMMON STOCK SHARES.

THE AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK HELD BY NON-AFFILIATES ON
JUNE 30, 2008 (THE LAST BUSINESS DAY OF OUR MOST RECENTLY COMPLETED SECOND
FISCAL QUARTER) WAS $155,562 USING THE CLOSING PRICE ON JUNE 30, 2008.
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TABLE OF CONTENTS

PART I

Item 1. Description of business 3
Item 2. Description of property 26
Item 3. Legal proceedings 26

PART II

Item 5. Market for common equity and related stockholder matters. 27
Item 7. Management's discussion and analysis or plan of operations. 32
Item 8. Financial statements 42
Item 9A(T). Controls & Procedures 42

PART III

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

PART IV

Item 14. Principal Accountant Fees and Services 52
Item 15. Exhibits 53
Signature 56

PART I

ITEM 1. DESCRIPTION OF BUSINESS
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BACKGROUND
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OVERVIEW

iVoice Technology, Inc., which we refer to in this document 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").
iVoice had been engaged in the speech recognition software and computerized
telephony business since 1997. In May 2008, the Company formed B Green
Innovations, Inc. ("B Green"), a wholly-owned subsidiary, and has agreed to
invest up to $500,000 in B Green, to commercialize its "green" technology
platforms. As of the date of this filing, the Company has made investments by
purchasing 110 shares of Series B Secured 10% Convertible Preferred Stock for
net proceeds of $99,000 to B Green.

The Company's ability to make acquisitions and develop its tire remediation
technologies was enhanced by a $1.3 million investment it received from iVoice,
Inc., its largest shareholder.

As of August 4, 2008 the Company uses the alternative name of "iGreen
Innovations, Inc." The Company also plans to change its trading symbol. The
Company is a "green" technology company, focused on acquiring and identifying
promising technologies that address environmental issues.

On January 24, 2008, iVoice Technology, Inc. (the "Company") entered into a
non-binding Letter of Intent with Atire Technologies, Inc. ("Atire") for the
purpose of discussing and negotiating a merger of Atire into a wholly owned
subsidiary of the Company. On April 22, 2008, the Company notified Atire that is
was terminating discussions with Atire. The Company and Atire both executed a
Mutual General Release.

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.IGreeninnovations.com or www.bgreeninnovations.com. Our common stock is
quoted on the OTC Bulleting Board under the trading symbol "IVOT".

OUR BUSINESS
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iVoice Technology, Inc. (the "Company") was incorporated in New Jersey on
November 10, 2004 as a wholly-owned subsidiary of iVoice, Inc. It was engaged in
the design, manufacture, and marketing of specialized telecommunication
equipment. In May 2008, the Company formed B Green Innovations, Inc. ("B
Green"), a wholly-owned subsidiary, and has agreed to invest up to $500,000 in B
Green, to commercialize its "green" technology platforms. The Company believes
that this investment will allow B Green to further develop additional
technologies. As of the date of this filing, the Company has made investments by
purchasing 110 shares of Series B Secured 10% Convertible Preferred Stock for
net proceeds of $99,000 to B Green.

The Company's ability to make acquisitions and develop its tire remediation
technologies was enhanced by a $1.3 million investment it received from iVoice,
Inc., its largest shareholder.

B Green Innovations, Inc., a Matawan, New Jersey-based corporation and wholly
owned subsidiary of the Company, is dedicated to becoming a "green" technology
company, focused on acquiring and identifying promising technologies that
address environmental issues.

The first technology will be used to create new products from recycled tire
rubber. EcoPod(TM) and VibeAway(TM) address important environmental concerns and
problems facing the planet today. EcoPod(TM) and VibeAway(TM) are 100% recycled
rubber-based products that can be utilized as support pads under any units that
vibrate and make noise, including washing machines, dryers, compressors,
commercial condensers, and many other units that advantageously benefit from
sound and vibration control. In addition, we announced that we had filed a new
patent application for a process it described as "Recycled Tire Pod with
Appliance Recess Guide."

The Company will also continue to service the Interactive Voice Response
("IVR"), software that 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 its 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.

The Company has continued to operate at a loss. Additionally, iVoice
Technology's business has relied on iVoice for financial, administrative and
managerial expertise in conducting its operations. iVoice Technology has
developed and maintained its own credit and banking relationships, and performs
its own financial and investor relation 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
was previously provided, in large part, from the sale of Class A Common Stock to
YA Global Investments, LP., f/k/a Cornell Capital Partners, LP. ("YA Global")
pursuant to the terms of the Standby Equity Distribution Agreement. However, the
Standby Equity Distribution Agreement expired on February 5, 2008. If iVoice
Technology cannot find sources of additional financing to fund its working
capital needs, the Company will be unable to obtain sufficient capital resources
to operate our business. 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.

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. 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.

PRODUCTS AND SERVICES
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In 2006 the Environmental Protection Agency ("EPA") became involved, publishing
a guidebook called "Scrap Tire Cleanup" in which it noted that large scrap tire
stockpiles present a risk to human health and the environment for several
reasons. It noted that, "They provide an ideal breeding ground for mosquitoes,
which carry and transmit life-threatening diseases, such as encephalitis, West
Nile and Easter equine virus, and dengue fever in some regions. Stockpiles can
also catch on fire as a result of lightening strikes, equipment malfunctions or
arson. The longer the stockpile continues unabated, the more likely it is to
catch fire, some experts no longer consider it a question of if a stockpile will
catch fire, but when it will burn."

According to this report, "State, federal and local agencies have spent tens of
millions of dollars over the past several decades in responding to tire fires
and, as a general rule, it is five to ten times more expensive to remediate a
fire site than it is to remove tires before they catch fire." This is where
iVoice Technology comes in. The Company recently completed its review and
analysis relating to the manufacture of products from recycled tires and will be
filing for several patents to address this problem. Recently, the Company began
shipment of its VibeAway(TM) Pads and EcoPod(TM) (see below).

The Company is also likely to seek acquisitions to accelerate its development in
this area.

Our IVR product, 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.

Our products use standard open-architecture PC platforms and Microsoft Windows
2000 operating systems, thereby facilitating the rapid adoption of new PC-based
technologies while reducing overall product costs. We have adapted our
applications to integrate with different manufacturer telephone switches through
the use of Telephony Application Program Interface or "TAPI". The use of TAPI,
allows iVoice Technology to integrate our applications into different telephone
manufacturers Private Branch Exchange systems or

"PBX's", eliminating the need for costly additional external hardware. We have
traditionally used standard PC-related hardware components in our products, in
part, to limit our need to manufacture components. Our manufacturing operations
consist only of the installation of our proprietary software and, if required, a
voiceboard, into a fully assembled PC system which we obtain from several
different vendors. The Company obtains system components such as PCs, circuit
boards, application cards, fax boards, and voice boards from various suppliers.

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 are 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 currently have no plans to engage in future research and development or to
launch any additional versions of the IVR software or other products.

STRATGEIC ALLIANCES
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Strategic alliances are an important part of our product development and
distribution strategies. We rely on strategic alliances to provide technology,
complementary product offerings and increased and quicker access to markets. We
seek to form relationships with those entities that can provide technology or
complementary market advantages for establishing the company in new market
segments

SALES AND MARKETING
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The Company plans to market and sell its products through a distribution
network. B Green will implement distribution agreements with reputable
distributors that have proven themselves within their territories and industry
segments. The four main sales areas we will concentrate on will be direct
selling to the appliance manufactures, large retail chains, regional
distributors of appliances (suppliers) and the strong internet marketing
presence.

The following are our product offerings:

EcoPod(TM) - The EcoPod(TM) is made from recycled tire rubber. It is a shock
absorption pad that is used to reduce sound, vibrations, and pulsating of heavy
equipment. EcoPod(TM) is a compact, solid crumb rubber isolation blocks
engineered to reduce structure noise transmission. When installed between the
noise source

and a secondary surface, EcoPod(TM) will minimize sound radiation through
floors, walls, ceilings and other surfaces such as sheet metal, fiberglass,
glass and plastic.

Applications:

EcoPod(TM) is designed to separate noise-generating sources such as heating and
air conditioning (HVAC) units, appliances, pumps, motors, and generators.

Typical applications include:

o Appliances: Can be mounted on the bottom of washing machines, dryers,
dishwashers and refrigerators to reduce vibration and noise
transmission

o HVAC: Mount under feet of slab or rooftop mounted air conditioners,
heat pumps and other refrigeration equipment to reduce structure borne
vibration noise

o Equipment: Used to isolate vibration from pool pumps, generators and
other vibration generating equipment. Excellent for use in isolating
sheet metal enclosures

VibeAway(TM) - VibeAway(TM) pads are specially designed washing machine
anti-vibration pads for washing machines and dryers. The 100% crumb rubber pad,
made from recycled tires, is designed to reduce the transfer of vibration that
occurs in most typical washing and drying cycles. It is a shock absorption pad
that is used to reduce sound, vibrations, and pulsating of washing machines,
dryers, table saws, freezers and other large appliances. Our VibeAway(TM) pads
prevent washing machines from "walking," and help prolong the life of your
washing machine, dryer or other appliance. They also reduce the need to
reinforce upper level floors to reduce vibration and noise. The pads have a full
refund guarantee and have the following advantages:

o Reduces the transfer of vibration

o Prevents washing machines from "walking"

o Protect floors

o Made from 100% recycled tire rubber, address important environmental
concerns

o Recessed for easy guidance for foot of washing machine/dryer

o Full refund guarantee

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 ("PDA's").

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.

The Company presently has only been maintaining its existing IVR base of
customers.

Our marketing strategy emphasizes our user-friendly PC-based processing
applications that offer integrated access to a broad range of communication
mediums with other people and information sources. Our strategy is built around
the following basic elements:

EMPHASIZE SOFTWARE, NOT HARDWARE. We concentrate on software that meets our
clients' needs rather than on designing or modifying hardware. This allows us to
create the most value from our products and results in significantly higher
profit margins than systems and applications that require expensive hardware
components.

USE OF STANDARD, MICROSOFT WINDOWS-BASED ARCHITECTURE, OPEN SYSTEMS AND
HARDWARE. Our products use standard, open-architecture PC platforms and
operating systems rather than proprietary computer hardware and operating
systems. As a result, we can quickly adapt to new PC-based technologies,
leveraging the substantial investments made by third parties in developing these
new technologies for the PC environment. In addition, using readily available
hardware components and software minimizes our manufacturing activity, and
thereby reduces the overall cost of our products.

FOCUS ON BUSINESSES AND CORPORATE DEPARTMENTS HAVING AS MANY AS 20,000
TELEPHONES. Our products are designed for use by businesses and corporate
departments having as many 20,000 telephones in a wide range of markets,
including manufacturing, retail, service, healthcare, and government. Our
products offer features offered by large proprietary call processing systems,
but at a more affordable price.

DEVELOP USER-FRIENDLY PRODUCTS. We aim to make our products as easy as possible
to install, maintain, and use. We accomplish this by incorporating product
features that can be used without special training or manuals. Our products use
a familiar graphical user interface that makes system administration and
maintenance possible for almost any common PC user.

CUSTOMERS
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Direct customers are comprised of businesses, organization and corporate
departments that use telephones as a principal means of communications.
Specifically, the end users of our products seek to automate the call process
for incoming callers in order to improve customer service and increase
productivity. The iVoice IVR seeks to fulfill these customer needs. Customers
who seek to automate the call process for outbound calling are primary targets
for the iVoice Name Dialer and iVoice Patient Reminder.

Wholesale customers include value added resellers and distributors of telephony
equipment throughout North America.

We do not rely on any one specific customer for any significant portion of our
revenue base.

We generally require customers to pay 50% down on any turnkey applications
purchased, with the balance due when installation has been completed. Software
only sales require cash-on-delivery or prepayment before shipping except for
dealers and resellers, which subject to credit approval are given 30 day payment
terms. We accept checks or Visa/MasterCard.

MANAGE OEM AND RESELLER ACCOUNTS
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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.

COMPETITION
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The Company competes generally with a number of other manufacturers. The markets
we serve are fragmented and highly competitive. The principal competitive
factors in our markets include breadth and depth of solution, product features,
product scalability, maintenance services, the ability to implement solutions,
Our major competitors in our telecommunications market are Nortel, Genesys, a
division of Alcatel, and Avaya. All three of these companies are larger
companies and focus on a larger product portfolio. The market is evolving
rapidly, however, and we anticipate intensified competition not only from
traditional vendors but also from emerging vendors with non-traditional
technologies and solutions. There also continue to be small venture-funded
companies that attempt to build success from the exploitation of the installed
base of larger companies.

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.

For our B Green operations, we compete with a number of small and large
companies. We may not be able to compete effectively against current and
potential competitors, especially those with significantly greater resources and
market leverage. As a result, these competitors may respond more quickly than we
do to new or emerging technologies or changes in customer requirements. In
addition, some of our larger competitors may be able to provide greater
incentives to customers through rebates and marketing development funds and
similar programs. Furthermore, some of our competitors with multiple product
lines may integrate other products that we do not sell or bundle their products
to offer a broader product portfolio, which may make it difficult for us to gain
or maintain market share.

MANUFACTURING AND SUPPLIERS
- ---------------------------

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. Our suppliers include Synnex, Dax Systems and Paracon for computer
hardware components. Since our products are based and run on standard PC
architecture, and as result of iVoice Technology's recent integration with TAPI,
we do not rely on any one specific supplier for its system components. We have
not experienced any supply shortages with respect to the components used in
systems or developed applications.

We do not have the internal capability to manufacture products for our B Green
operations. We use third party manufacturing companies to produce the products.
Our inability to coordinate the efforts of our third party manufacturing
partners, or the lack of capacity available at our third party manufacturing
partners, could impair our ability to supply product to our customers. Such an
interruption could cause us to incur substantial costs and our ability to
generate revenue may be adversely affected. We may not be able to enter into
alternative supply arrangements at commercially acceptable rates, if at all.
Moreover, while we may choose to manufacture products in the future, we have no
experience in the manufacture of these products.

INTELLECTUAL PROPERTY RIGHTS
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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. 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.

We have applied for certain patents for our B Green Innovations, Inc operations.
There can be no assurance that these patents will be approved.

PATENTS & TECHNOLOGY DEVELOPMENT

The Company will continue its research and development to generate new and
improved product offerings while strengthening its intellectual property
portfolio. Patents filed to date with 10 additional filings to follow:

o New Interlocking Paver and Patio Blocks
o Recycled Tire Trash Cans
o Vehicle Mud Flaps Made of Recycled Tires
o Recycled Tire Pod with Appliance Recess Guide

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.

GOVERNMENT REGULATION
- ---------------------

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

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

RESEARCH AND DEVELOPMENT
- ------------------------

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. The
Company has not incurred any research and development expenses related to its B
Green Innovations, Inc. activities.

For the year ending December 31, 2008 and 2007, research and development
expenditures consisted of salaries and wages to technical staff $-0- and $9,455
respectively.

LICENSES
- --------

We have a worldwide, non-exclusive, irrevocable, royalty-free, fully paid
license from Entropic, Inc., a Microsoft company, to incorporate their speech
engine into customized software applications for our customers.

EMPLOYEES
- ---------

At December 31, 2008, we had one full-time employee and one part-time employee
as well as a part-time consultant. Our employees are not covered by labor union
contracts or collective bargaining agreements. From time to time, the Company
also employs independent contractors to support its operations. At February 8,
2009, the Company utilized 1 outside contractor for the B Green Innovations
operations and 1 outside contractor in the accounting area.

We have entered into an employment agreement with our President, Chief Executive
Officer and Secretary (Jerome Mahoney). Mr. Mahoney 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. The Company is evaluating its need to hire
additional personnel, and such plans will be based upon available financial
resources. Currently, we expect our current officers and directors to continue
to fulfill orders received by telephone and the Internet for iVoice Technology
products. 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.

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

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

Certain statements in this report on Form 10-K contain "forward-looking
statements" within the meaning of the Private Securities Litigation Act of 1995.
These statements are typically identified by their inclusion of phrases such as
"the Company anticipates", or "the Company believes", or other phrases of
similar meaning. These forward-looking statements involve risks and
uncertainties and other factors that may cause the actual results, performance
or achievements to differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Except for the
historical information and statements contained in this Report, the matters and
items set forth in this Report are forward looking statements that involve
uncertainties and risks some of which are discussed at appropriate points in the
Report and are also summarized as follows:

Additional risks and uncertainties not currently known or deemed to be
immaterial also may materially adversely affect the business, financial
condition and/or operating results.

WE HAVE A LIMITED OPERATING HISTORY AND 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 current 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.

WE HAVE A LIMITED OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND MAY BE
UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.

iVoice Technology only has limited operating history as an independent public
company. The business has operated at a loss for the last few years, and such
losses may continue or increase. 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.

WE HAVE A HISTORY OF LOSSES AND CASH FLOW SHORTFALLS

iVoice Technology has incurred recurring operating losses. The IVR software
business had losses from operations of approximately $473,228 and $300,569 for
the years ended December 31, 2008 and 2007, respectively, and cash used in
operating activities of approximately $267,342 and $113,891 during the years
ended December 31, 2008 and 2007, respectively. iVoice Technology has been and
may, in the future, be dependent upon outside and related party financing to
develop and market their products, perform their business development
activities, and provide for ongoing working capital requirements. During the
years ended December 31, 2008 and December 31, 2007, substantially all of this
financing was provided by YA Global and iVoice, Inc. The Standby Equity
Distribution Agreement expired on February 5, 2008. As of the date of this
report, this agreement has not been renewed. Our inability to obtain sufficient
financing would have an immediate material adverse effect on our financial
condition, our business, and us.

WE HAVE RECEIVED AN OPINION FROM OUR INDEPENDENT AUDITORS THAT DESCRIBES
UNCERTAINITY REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN.

iVoice Technology has received a report from its independent auditors for the
fiscal years ended December 31, 2008 and December 31, 2007 containing an
explanatory paragraph describing the issues leading to substantial doubt about
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 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
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 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.

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

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

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 features and
services;

o the timing of product implementation, particularly large design
projects;

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

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

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

o the mix of product license and services revenue; 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 this
is the case, the market price of our stock would likely decline.

WE DEPEND ON THIRD PARTIES TO MANUFACTURE AND DISTRIBUTE OUR PRODUCTS FOR B
GREEN INNOVATIONS, INC.

We do not have the internal capability to manufacture products. We use third
party manufacturing companies to produce the products. Our inability to
coordinate the efforts of our third party manufacturing partners, or the lack of
capacity available at our third party manufacturing partners, could impair our
ability to supply product to our customers. Such an interruption could cause us
to incur substantial costs and our ability to generate revenue may be adversely
affected. We may not be able to enter into alternative supply arrangements at
commercially acceptable rates, if at all. Moreover, while we may choose to
manufacture products in the future, we have no experience in the manufacture of
these products.

WE HAVE 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
December 31, 2008, we have outstanding convertible obligations. The promissory
note of $141,708 at December 31, 2008, deferred compensation of $193,844 (plus
accrued interest of $84,936) 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.
However, the Board of Directors of the Company

maintains control over the issuance of shares and may decline the request for
conversion of the repayment into shares of the Company. 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.

LOSS OF THE SERVICES OF KEY PERSONNEL, INCLUDING OUR CHIEF EXECUTIVE OFFICE OR
OUR DIRECTORS COULD MATERIALLY HARM OUR BUSINESS.

We are dependent on our key officers and directors, including Jerome R. Mahoney,
our President, Chief Executive Officer, Chief Financial Officer and Secretary.
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 an employment
contract with Jerome Mahoney.

OUR 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 OUR BOARD OF DIRECTORS AND MANAGEMENT MAY HAVE CONFLICTS OF INTEREST;
WE DO NOT HAVE ANY FORMAL PROCEDURES FOR RESOLVING CONFLICTS IN THE FUTURE.

Mr. Mahoney, a member of the board of directors, who also owns iVoice, Inc.
shares (a related party), has the right to convert $335,552 of loans and
deferred compensation and $84,936 of accrued and unpaid interest into 420,488
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. 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. However, the
Board of Directors of the Company maintains control over the issuance of shares
and may decline the request for conversion of the repayment into shares of the
Company. In addition, Mr. Mahoney, President and CEO 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. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely affect the public's perception of iVoice Technology. Furthermore,
iVoice Technology does not have any formal procedure for resolving such
conflicts of interest should they arise.

THE INDUSTRIES IN WHICH WE COMPETE ARE CHARACTERIZED BY RAPID TECHNOLOGICAL
CHANGE AND FAILURE TO ADAPT OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE
OUR PRODUCTS TO BECCOME OBSOLETE.

We participate in a highly dynamic industries 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.

OUR SHAREHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION IF FUTURE EQUITY OFFERINGS
ARE USED TO FUND OPERATIONS OR ACQUIRE BUSINESSES.

If working capital or future acquisitions are financed through the issuance of
equity securities, 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.

If 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. However, there is no assurance that
management will be able to obtain additional funding.

THE TREND TOWARD CONSOLIDATION IN THE SOFTWARE INDUSTRY MAY IMPEDE OUR 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.

WE FACE 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.

WE FACE INTENSE PRICE-BASED COMPETITION FOR OUR "GREEN" PRODUCTS, WHICH COULD
REDUCE PROFIT MARGINS.

Price competition is often intense in this market. 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.

WE MAY BE UNSUCCESSFUL IN ADAPTING TO CHANGES IN THE DYNAMIC TECHNOLOGICAL
ENVIRONMNET 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 affected.

WE 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
assumed 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 our
financial condition and us. The adoption of new channels may adversely impact
existing channels and/or product pricing, which may reduce our future revenues
and profitability.

WE 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 OUR RESEARCH AND DEVELOPMENT MAY LIMIT OUR
ABILITY 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 WE MUST RESTRUCTURE OUR 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 LIABILTY COULD RESULT IN DELAYS IN MARKET
ACCEPTANCE, UNEXPECTED COSTS AND DIMINSIHED 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.

WE RELY ON THIRD PARTY TECHNOLOGIES, WHICH MAY NOT SUPPORT OUR 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.

WE FACE AGGRESSIVE COMPETITION IN MANY AREAS OF THE BUSINESS, AND THE BUSINESS
WILL BE HARMED IF WE FAIL 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. The Standby
Equity Distribution Agreement with YA Global expired on February 5, 2008. As of
the date of this report, this agreement has not been renewed and the Company is
unable to ascertain whether it will be able to replace this financing. Our
inability to obtain sufficient financing would have an immediate material
adverse effect on our financial condition, our business and us.

OUR OBLIGATIONS UNDER THE SECURED PROMISSORY NOTE ARE SECURED BY SUBSTANTIALLY
ALL OF OUR ASSETS.

Our obligations under the secured promissory note to iVoice Inc. is secured by
substantially all of our assets. As a result, if we default under the terms of
the secured promissory note, iVoice Inc. could foreclose its security interest
and liquidate all of our assets. This would cause operations to cease.

JEROME MAHONEY THE PRESIDENT AND CEO OF IVOICE TECHNOLOGY MAY HAVE CONTROL OVER
OUR MANAGEMENT AND DIRECTION.

Mr. Mahoney will have the right to convert $335,552 of indebtedness and deferred
compensation, together with accrued but unpaid interest of $84,936, into 420,488
shares 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 prime plus 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 420,488 shares of Class B Common Stock, he will have voting
rights equal to 1,051,218,750 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.

OUR MANAGEMENT TEAM IS NEW AND ITS WORKING RELATIONSHIPS UNTESTED.

We have only recently assembled our management team and have made 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. As a result, we may be unable to effectively develop and sell our
products and iVoice Technology, as a business, may fail.

WE RELY ON INTELLECTUAL AND PROPRIETARY RIGHTS WHICH MAY NOT REMAIN UNIQUE TO
US.

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.

WE 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, third parties who claim that our products infringe the intellectual
property rights of others may sue us. 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.

WE MAY INCUR INCREASED EXPENSES AFTER THE ADMINISTRATIVE SERVICES AGREEMENT WITH
IVOICE IS TERMINATED.

In connection with its spin-off from iVoice in 2006, 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.

WE HAVE A MATERIAL WEAKNESS IN INTERNAL CONTROLS DUE TO A LIMITED SEGREGATION OF
DUTIES, AND IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE
MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL REULTS OR PREVENT FRAUD. AS A
RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR
FINANCIAL REPORTING, WHICH COULD HARM OUR TRADING PRICE.

Effective internal controls are necessary for us to provide reliable financial
reports and prevent fraud. Inferior internal controls could cause investors to
lose confidence in the our reported financial information, which could have a
negative effect on the trading price of the our stock. Management has found it
necessary to limit our administrative staffing in order to conserve cash, until
the our level of business activity increases. As a result, there is very limited
segregation of duties amongst the administrative employees, and we and our
independent public accounting firm have identified this as a material weakness
in the our internal controls. Despite the limited number of administrative
employees and limited segregation of duties, management believes that our
administrative employees are capable of following our disclosure controls and
procedures effectively.

IF OUR TECHNOLOGIES AND PRODUCTS CONTAIN DEFECTS OR OTHERWISE DO NOT WORK AS
EXPECTED, WE MAY INCUR SIGNIFICANT EXPENSES IN ATTEMPTING TO CORRECT THESE
DEFECTS OR IN DEFENDING LAWSUITS OVER ANY SUCH DEFECTS.

Voice-recognition products are not currently accurate in every instance, and may
never be. Furthermore, we could inadvertently release products and technologies
that contain defects. In addition, third-party technology that we include in our
products could contain defects. We may incur significant expenses to correct
such defects. Clients who are not satisfied with our products or services could
bring claims against us for substantial damages. Such claims could cause us to
incur significant legal expenses and, if successful, could result in the
plaintiffs being awarded significant damages. Our payment of any such expenses
or damages could prevent us from becoming profitable.

OUR SUCCESS IS HIGHLY DEPENDENT UPON OUR ABILITY TO COMPETE AGAINST COMPETITORS
THAT HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE HAVE.

The call-processing and voice-recognition industries are highly competitive, and
we believe that this competition will intensify. The segment of the
voice-recognition industry that supplies call-processing systems to businesses
is also extremely competitive. Many of our competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition and larger client bases than we
do. Our competitors could use these resources to develop products that are more
effective or less costly than any or all of our products or that could render
any or all of our products obsolete. Our competitors could also use their
economic strength to influence the market to continue to buy their existing
products. Industry analysts recognize Nuance Communications, Inc. and
SpeechWorks International, Inc., a wholly-owned subsidiary of ScanSoft, Inc., as
the market leaders in our industry. Nuance sells software to a broad range of
companies directly and through a channel of resellers. Nuance's five largest
resellers, based on revenue in 2002, were Nortel Networks, Edify (a subsidiary
of S1 Corporation), Motorola, Syntellect and Avaya. SpeechWorks' clients
include, among others, America Online, Amtrak, AT&T, Aetna, Bell Canada,
Continental Airlines, Ford Motor Company, France Telecom, GMAC Commercial
Mortgage, Jaguar Cars, Microsoft, Neiman Marcus, Nortel Networks, Quantas
Airlines, The Boeing Company, The Hartford Insurance, Thrifty Car Rental,
Ticketmaster, United Airlines, U.S. Postal Service, Wachovia/First Union
Corporation, and Yahoo.

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

Our future success depends in part on our ability to protect the intellectual
property for our technology by obtaining patents. We will only be able to
protect our products and methods from unauthorized use by third parties to the
extent that our products and methods are covered by valid and enforceable
patents or are effectively maintained as trade secrets.

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

Litigation and other proceedings relating to patent matters, whether initiated
by us or a third party, can be expensive and time consuming, regardless of
whether the outcome is favorable to us, and may require the

diversion of substantial financial, managerial and other resources. An adverse
outcome could subject us to significant liabilities to third parties or require
us to cease any related development product sales or commercialization
activities. In addition, if patents that contain dominating or conflicting
claims have been or are subsequently issued to others and the claims of these
patents are ultimately determined to be valid, we may be required to obtain
licenses under patents of others in order to develop, manufacture use, import
and/or sell our products. We may not be able to obtain licenses under any of
these patents on terms acceptable to us, if at all.

If we do not obtain these licenses, we could encounter delays in, or be
prevented entirely from using, importing, developing, manufacturing, offering or
selling any products or practicing any methods, or delivering any services
requiring such licenses.

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

We attempt to protect our trade secrets, including the processes, concepts,
ideas and documentation associated with our technologies, through the use of
confidentiality agreements and non-competition agreements with our current
employees and with other parties to whom we have divulged such trade secrets.

If the employees or other parties breach our confidentiality agreements and
non-competition agreements or if these agreements are not sufficient to protect
our technology or are found to be unenforceable, our competitors could acquire
and use information that we consider to be our trade secrets and we may not be
able to compete effectively. Most of our competitors have substantially greater
financial, marketing, technical and manufacturing resources than we have and we
may not be profitable if our competitors are also able to take advantage of our
trade secrets.

OUR SECURITIES

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We intend to retain any future earnings to finance the growth and development of
our business. Therefore, we do not expect to pay any cash dividends in the
foreseeable future on our common stock. Any future dividends will depend on our
earnings, if any, and our financial requirements. The Company has Series A
Convertible Preferred Stock which includes a mandatory 10% dividend prior to any
distribution to common shareholders.

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 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.

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 an 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.

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

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

RISK FACTOR RELATED TO CONTROLS AND PROCEDURES

The Company has limited segregation of duties amongst its employees with respect
to the Company's preparation and review of the Company's financial statements
due to the limited number of employees, which is a material weakness in internal
controls, and if the Company fails to maintain an effective system of internal
controls, it may not be able to accurately report its financial results or
prevent fraud. As a result, current and potential stockholders could lose
confidence in the Company's financial reporting which could harm the trading
price of the Company's stock.

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

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

ITEM 2. DESCRIPTION OF PROPERTY.
- -------------------------------

We do not own any real property. Our corporate headquarters are located at 750
Highway 34, Matawan, New Jersey, which we currently co-occupy and sublease from
iVoice. The rent payment for the sublease is currently included in the
administrative services agreement. We intend to continue subleasing such space
pursuant to the administrative services agreement, and anticipate no relocation
of our offices in the foreseeable future. We are unaware of any environmental
problems in connection with this location, and, because of the nature of our
activities, do not anticipate such problems.

ITEM 3. LEGAL PROCEEDINGS.
- -------------------------

We are subject to litigation from time to time arising from our normal course of
operations. Currently, there are no open litigation matters.

PART II
-------

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

MARKET INFORMATION
- ------------------

Our Class A common stock, no par value, is quoted on the OTC Bulletin Board
under the symbol "IVOT." The following table shows the high and low closing
prices for the periods indicated.

YEAR HIGH LOW
---- ---- ---

2008

First Quarter $0.00369 $0.000875

Second Quarter $0.00137 $0.000312

Third Quarter $0.000812 $0.000312

Fourth Quarter $0.000687 $0.000125

2007

First Quarter $0.008 $0.0022

Second Quarter $0.0085 $0.0011

Third Quarter $0.0075 $0.0015

Fourth Quarter $0.0031 $0.0005

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

HOLDERS OF COMMON EQUITY.
- ------------------------

As of December 31, 2008, the number of record holders of our common shares was
approximately 758.

DIVIDEND INFORMATION.
- --------------------

To date, the Company has never paid a dividend. We have no plans to pay any
dividends on common stock in the near future. We intend to retain all earnings,
if any, for the foreseeable future, for use in our business operations. The
Company has Series A Convertible Preferred Stock which includes a mandatory 10%
dividend prior to any distribution to common shareholders.

SALE OF UNREGISTERED SECURITIES.
- --------------------------------

On April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture dated March 30, 2007 YA Global Investments LP (f/k/a/ Cornell Capital
Partners) for the sum of $700,000 in exchange for the note payable of the same
amount (see Notes 8 and 9 to the Financial Statements). We relied upon the
exemption provided in Section 4(2) of the Securities Act and/or Rule 506
thereunder, which covers "transactions by an issuer not involving any public
offering," to issue securities discussed above without registration under the
Securities Act of 1933, as amended.

DESCRIPTION OF SECURITIES
- -------------------------

Pursuant to our certificate of incorporation, we are authorized to issue
1,000,000 shares of preferred stock, par value of $1.00 per share,
10,000,000,000 shares of Class A common stock, no par value per share,
50,000,000 shares of Class B common stock, par value $.01 per share, and
20,000,000 shares of Class C Common Stock, par value $.01 per share. Below is a
description of the Company's outstanding securities, including Preferred stock,
Class A common stock, Class B common stock, Class C common stock, options,
warrants and debt.

PREFERRED STOCK
- ---------------

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

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

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

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

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

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

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

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

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

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

iVoice Technology is authorized to issue 1,000,000 shares of Preferred Stock,
par value $1.00 per share.

Of the 1,000,000 shares of Preferred Stock, 10,000 shares are designated Series
A 10% Secured Preferred Stock, par value $1.00 per share, with a stated value of
$1,000. The stated value is used for calculation of dividends and liquidation
preferences. On March 12, 2008, the Company sold 1,444.44 shares of Series A 10%
Convertible Preferred Stock to iVoice, Inc. for $1,444,444.

As of December 31, 2008, 1,444.44 shares of Series A 10% Convertible Preferred
Stock are issued and outstanding.

On March 6, 2009, the Company filed with the State of New Jersey an
Amendment to the Certificate (the "Amendment") that revised the rights of the
holders of the Company's Series A 10% Secured Convertible Preferred Stock. The
revisions included:

a. This preferred stock will be referred to in the Company's Certificate of
Incorporation as: "Series A 10% Secured Preferred Stock".

b. The holders of the Series A 10% Secured Preferred Stock shall have no
voting rights.

c. The Series A 10% Secured Preferred Stock shall no longer be convertible.

CLASS A COMMON STOCK
- --------------------

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

As of December 31, 2008, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, and 486,835,870 shares were issued, 485,641,387 shares
were outstanding, and 1,194,483 shares were in escrow.

As of December 31, 2007, there were 10,000,000,000 shares of Class A Common
Stock authorized, no par value, and 170,042,361 shares were issued, and
168,847,878 shares were outstanding, and 1,194,483 were in escrow. The shares in
escrow represent shares issued to YA Global, but not yet sold to the public
market.

CLASS B COMMON STOCK
- --------------------

Each holder of Class B Common Stock shall have the right to convert each share
of Class B Common Stock into the number of Class A Common Stock Shares
calculated by dividing the number of Class B Common Stock Shares being converted
by twenty percent (20%) discount of the lowest price that the Company had

previously issued its Class A Common Stock since the Class B Common Stock Shares
were issued. Every holder of the outstanding shares of the Class B Common Stock
Shares shall be entitled on each matter to cast the number of votes equal to the
number of Class A Common Stock Shares that would be issued upon the conversion
of the Class B Common Stock Shares held by that holder, had all of the
outstanding Class B Common Stock Shares held by that holder been converted on
the record date used for purposes of determining which stockholders would vote
in such an election. With respect to all matters upon which stockholders are
entitled to vote or to which stockholders are entitled to give consent, the
holders of the outstanding shares of Class B Common Stock Shares shall vote
together with Class A Common Stock Shares without regard to class, except as to
those matters on which separate class voting is required by applicable law.

There shall be no cumulative voting by stockholders. Each Class B Common Stock
Share shall receive dividends or other distributions, as declared, equal to the
number of Class A Common Stock Shares that would be issued upon the conversion
of the Class B Common Stock Shares, had all of the outstanding Class B Common
Stock Shares been converted on the record date established for the purposes
distributing any dividend or other stockholder distribution.

As of December 31, 2008 and 2007, there are 50,000,000 shares of Class B Common
Stock authorized; par value $.01 per share, and no shares were issued or
outstanding.

CLASS C COMMON STOCK
- --------------------

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, 2008 and 2007, there are 20,000,000 shares of Class C Common
Stock authorized; par value $.01 per share, and no shares were issued or
outstanding.

OPTIONS AND WARRANTS
- --------------------

During the year 2005, the Company adopted the 2005 Stock Incentive Plan and the
2005 Directors' and Officers' Stock Incentive Plan (the "Plan") in order to
attract and retain qualified personnel. Under the Plan, the Board of Directors
(the "Board"), in its discretion may grant stock options (either incentive or
non-qualified stock options) to officers and employees to purchase the Company's
common stock.

The Company did not issue any stock options for the years ended December 31,
2008 and 2007.

EQUITY COMPENSATION PLAN INFORMATION

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

Equity compensation plans approved
by security holders 0 N/A 0

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

Total 0 N/A 0 (1)

(1) As of December 31, 2008, subject to approval by the Board of Directors, up
to twenty percent (20%) of the total issued and outstanding Class A Common Stock
are available for future issuance pursuant to the iVoice Technology, Inc. 2005
Stock Incentive Plan (the "Stock Incentive Plan") and up to twenty percent (20%)
of the total issued and outstanding Class A Common Stock are available for
future issuance pursuant to the iVoice Technology, Inc. 2005 Directors' and
Officers' Stock Incentive Plan (the "Directors' and Officers' Stock Incentive
Plan"). As of December 31, 2008, the Board had previously approved for issuance
a total of 5,495,000 Class A Common Stock shares for each the Stock Incentive
Plan and the Directors' and Officers' Stock Incentive Plan. All authorized
shares have been issued pursuant to each plan with no additional shares
remaining. The Board of Directors must take further action to authorize
additional shares of issuance under each plan.

The iVoice Technology, Inc. 2005 Stock Incentive Plan (the "Plan") was approved
by the Board of Directors, and became 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 Board shall have all the
powers vested in it by the terms of the Plan, such powers to include exclusive

authority (within the limitations of the Plan) to select the Eligible
Participants to be granted awards under the Plan, to determine the type, size
and terms of the awards to be made to each Eligible Participant selected, to
determine the time when the awards will be granted, when they will vest, when
they may be exercised, and when they will be paid, to amend awards previously
granted, and the establish objectives and conditions, if any, for earning awards
and whether awards will be paid after the end of the award period.

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
- --------------------------------------------------------------------------------
OPERATION
- ---------

FORWARD LOOKING STATEMENTS

A number of the statements made by the Company in this report may be regarded as
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.

Forward-looking statements include, among others, statements concerning the
Company's outlook, pricing trends and forces within the industry, the completion
dates of capital projects, expected sales growth, cost reduction strategies and
their results, long-term goals of the Company and other statements of
expectations, beliefs, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts.

All predictions as to future results contain a measure of uncertainty and
accordingly, actual results could differ materially. Among the factors that
could cause a difference are: changes in the general economy; changes in demand
for the Company's products or in the cost and availability of its raw materials;
the actions of its competitors; the success of our customers; technological
change; changes in employee relations; government regulations; litigation,
including its inherent uncertainty; difficulties in plant operations and
materials; transportation, environmental matters; and other unforeseen
circumstances.

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

OVERVIEW AND PLAN OF OPERATION

iVoice Technology's business was formed from the contribution by iVoice of
certain assets and related liabilities on August 5, 2005, and sought to leverage
the value of underutilized developed technology and believed that the transition
to an independent company will provide iVoice Technology with greater access to
capital. In connection with this Spin-off 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 products, 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 has 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, make it
difficult to assess the future growth of iVoice Technology. As such, iVoice
Technology has formed B Green Innovations, Inc., a wholly-owned subsidiary, and
has agreed to invest up to $500,000 to commercialize its "green" technology
platforms. The new subsidiary will contain the Company's green technology and
will pursue associated developmental activities. The Company has made initial
investments by purchasing 110 shares of Series B Secured 10% Convertible
Preferred Stock for net proceeds of $99,000 to B Green. The Company believes
that this investment will allow B Green to further develop additional
technologies.

The Company will also continue to service the Interactive Voice Response
("IVR"), software 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.

The Company has operated at a loss in the past for iVoice, and as an independent
company such losses continue. Additionally, iVoice Technology's business has
relied on iVoice for financial, administrative and managerial expertise in
conducting its operations. Following the Spin-off, 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
was expected to be provided, in large part, from the sale of Class A Common
Stock to YA Global Investments (f/k/a/Cornell Capital Partners) pursuant to the
terms of the Standby Equity Distribution Agreement. The Standby Equity
Distribution Agreement expired on February 5, 2008. If the Company cannot find
sources of additional financing to fund its working capital needs, the Company
will be unable to obtain sufficient capital resources to operate our business.
On March 12, 2008, the Company sold 1,444.44 shares of Series A 10% Convertible
Preferred Stock to iVoice, Inc. for net proceeds of $1,300,000. These funds were
used to repay the YA Global Convertible Debenture and to continue to fund
operations and the new venture in B Green discussed above.

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. See "Liquidity and Capital Resources."

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 Spin-off. The
financial information included in this report is not necessarily indicative of
its future performance as an independent company.

iVoice Technology also operates the IVR software business. 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 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 Spin-off. 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 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. iVoice
Technology has no current intention to terminate the administrative services
agreement, seek replacement services, or provide services for itself in the near
future.

RESULTS OF OPERATIONS 2008 COMPARED TO 2007

The majority our revenues were 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 decreased $17,992 (27.8%) for the year ended December 31, 2008 to
$46,773 as compared to the year ended December 31, 2007 as a result of a
decrease in installations. The low sales volume of the IVR business is
attributable to the minimal resources made available for the sales and marketing
of the interactive voice response software products. During the fourth quarter
of the current fiscal year, B Green Innovations, Inc. began shipping products to
its customers. There can be no assurance that sales of these products will
increase or that the Company will be able to achieve profitable operations.

Gross margin decreased $15,541 (25.2%) to $46,027 for the year ended December
31, 2008 as compared to the year ended December 31, 2007 as a result of the
decrease in revenues.

Total operating expenses increased $152,137 (38.8%) to $544,272 for the year
ended December 31, 2008 as compared to the year ended December 31, 2007 as a
result of an increase in investor relations expenses and expenses associated
with the operations of B Green Innovations, Inc. offset partially by lower
professional fees.

For the year ended December 31, 2008, total other income was $383,283 as
compared to an expense of $692,788 for the year ended December 31, 2007. This
increase of $1,076,021 in other income is mostly attributed to the gain on
valuation of derivative of $1,253,863 for the year ended December 31, 2008 as
compared to a loss on valuation of derivative of $379,256 for the year ended
December 31, 2007. This increase was partially offset by the increase in the
amortization of debt discount of $515,831 for the year ended December 31, 2008
to $715,891 as compared to the year ended December 31, 2007.

Net loss for the year ended December 31, 2008 was $115,012 as compared to a loss
of $1,023,355 for the year ended December 31, 2007. The decrease in net loss of
$908,343 was the result of the factors discussed above.

As of December 31, 2008, iVoice Technology had one full-time employee and one
part-time employee.

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 March 30, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture (the "Debenture") to YA Global Investments (f/k/a/ Cornell Capital
Partners) for the sum of $700,000 in exchange for the previously issued note
payable for the same amount (see Notes 8 and 9 to the Financial Statements). On
March 14, 2008, the Company and YA Global Investments agreed that the Company
would redeem all amounts outstanding under the Debenture, except for the
$186,557 of the outstanding interest remaining on the original notes payable
that were originally exchanged for the Debenture. The amount redeemed was
$691,021, consisting of the remaining balance of the Debenture of $572,815,
accrued interest of $32,284, and a redemption premium of $85,922. The Debenture
was amended to change amount to $186,557 with a due date of March 14, 2009. The
Debenture shall accrue interest at the rate of 15% per annum, and shall be
convertible at a conversion price equal to 70% of the lowest closing bid price
of the Company's common stock during the 30 trading days immediately proceeding
the conversion date. No conversions can be made prior to November 1, 2008.

On November 21, 2008, the Company entered into an Amendment Agreement (the
"Agreement") between the Company and YA Global Investments LP, f/k/a Cornell
Capital Partners, LP. ("YA Global") which paid off in full the Secured
Convertible Debenture dated March 30, 2007 (the "Debenture"). Under the terms of
the Agreement, the Company paid the sum of One Hundred and Thirty-five Thousand
Dollars ($135,000) in full payment of the Debenture with a remaining principal
balance of $186,567, with accrued interest of $17,788. The security interest
that YA Global held in the assets of the Company was terminated. 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. 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. The Board of Directors of the Company maintains control
over the issuance of shares and may decline the request for conversion of the
repayment into shares of the Company.

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement with YA Global Investments (f/k/a/ Cornell Capital
Partners), pursuant to which iVoice Technology may, from time to time, issue and
sell to YA Global Investments (f/k/a/ Cornell Capital Partners) our Class A
Common Stock for a total purchase price of up to $10 million. As of September
30, 2008, the Company has sold in the aggregate 190,365,518 shares of Class A
Common Stock to YA Global for net proceeds of $324,520, which are net of fees
and discounts of $59,377, which was used to fund the operations of the Company.
The Standby Equity Distribution Agreement expired on February 5, 2008.

On March 12, 2008, the Company sold 1,444.44 shares of Series A 10% Convertible
Preferred Stock to iVoice, Inc. for net proceeds of $1,300,000. These funds were
used to repay the Convertible Debenture and to fund operations and the new
venture in B Green Technologies discussed above.

If the Company cannot find sources of additional financing to fund its working
capital needs, the Company will be unable to obtain sufficient capital resources
to operate our business. 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.

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.

During the year ended December 31, 2008, the Company had a net increase in cash
of $278,292. The Company's principal sources and uses of funds were as follows:

CASH USED IN OPERATING ACTIVITIES. The Company used $279,609 in cash for
operating activities for the year ended December 31, 2008 as compared to
$113,891 in the prior year. The increase in cash used for operating activities
is primarily attributed to the payment of accrued interest and the redemption
fee associated with the paydown of the convertible debenture.

CASH USED IN INVESTING ACTIVITIES. The Company used $71,910 in investing
activities for the year ended December 31, 2008 for deferred patent costs and
purchases of capital equipment.

CASH PROVIDED BY FINANCING ACTIVITIES. The Company generated $629,811 from
financing activities for the year ended December 31, 2008 primarily as a result
of net proceeds from the sales of Series A Convertible Preferred Stock,
partially offset by the payment of the convertible debenture in the amount of
$759,372.

There was no significant impact on the Company's operations as a result of
inflation for the year ended December 31, 2008.

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) collectability, 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.

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.

Due to the nature of the business and one-time contracts, it is unlikely that
one customer will impact revenues in future periods. All revenues for 2008
related to the Company's IVR operations were derived from annual maintenance and
support agreements.

For B Green Innovations, Inc. revenues are recognized at the time of shipment
to, or acceptance by customer, provided title and risk of loss is transferred to
the customer. Provisions, when appropriate, are made where the right to return
exists.

SOFTWARE COSTS

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

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

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

DERIVATIVE LIABILITIES

The Company accounts for its embedded conversion features in its convertible
debentures in accordance with SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which requires a periodic valuation of
their fair value and a corresponding recognition of liabilities associated with
such derivatives, and EITF 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock. The
recognition of derivative liabilities related to the issuance of convertible
debt is applied first to the proceeds of such issuance as a debt discount, at
the date of issuance, and the excess of derivative liabilities over the proceeds
is recognized as "Loss on Valuation of Derivative" in other expense in the
accompanying financial statements. Any subsequent increase or decrease in the
fair value of the derivative liabilities is recognized as other expense or other
income, respectively. The financial statements for the period include the
recognition of the derivative liability on the underlying securities issuable
upon conversion of the Convertible Debentures with YA Global Investments
(f/k/a/Cornell Capital Partners).

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurement" ("SFAS No. 157"), which clarifies the definition of fair value
whenever another standard requires or permits assets or liabilities to be
measured at fair value. Specifically, the standard clarifies that fair value
should be based on the assumptions market participants would use when pricing
the asset or liability, and establishes a fair value hierarchy that prioritizes
the information used to develop those assumptions. SFAS No. 157 does not expand
the use of fair value to any new circumstances, and must be applied on a
prospective basis except in certain cases. The standard also requires expanded
financial statement disclosures about fair value measurements, including
disclosures of the methods used and the effect on earnings.

In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective Date of
FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144.

The partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 15 for the fair value
measurement disclosures for these assets and liabilities. The Company is in the
process of analyzing the potential impact of SFAS No. 157 relating to its
planned January 1, 2009 adoption of the remainder of the standard.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements -- an amendment of ARB No. 51 ("SFAS 160").
SFAS 160 requires that ownership interests in subsidiaries held by parties other
than the parent, and the amount of consolidated net income, be clearly
identified, labeled, and presented in the consolidated financial statements
within equity, but separate from the parent's equity. It also requires once a
subsidiary is deconsolidated, any retained non-controlling equity investment in
the former subsidiary be initially measured at fair value. Sufficient
disclosures are required to clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling

owners. SFAS 160 will be effective beginning January 1, 2009. Management
anticipates that the adoption of SFAS 160 will not have a material impact on the
Company's financial statements.

In December 2007, the FASB issued SFAC No 141(R), "Business Combinations." This
statement provides new accounting guidance and disclosure requirements for
business combinations. SFAS No 141(R) is effective for business combinations
which occur in the first fiscal year beginning on or after December 15, 2008.
The Company is currently assessing the effect of EITF Issue No. 07-1 on its
financial statements, but it is not expected to be material.

In December 2007, the FASB finalized the provisions of the Emerging Issues Task
Force (EITF) Issue No. 07-1, "Accounting for Collaborative Arrangements." This
EITF Issue provides guidance and requires financial statement disclosures for
collaborative arrangements. EITF Issue No. 07-1 is effect for financial
statements issued for fiscal years beginning after December15, 2008. The Company
is currently assessing the effect of EITF Issue No. 07-1 on its financial
statements, but it is not expected to be material.

In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment of FASB Statement
No. 133" ("SFAS 161"), which modifies and expands the disclosure requirements
for derivative instruments and hedging activities. SFAS 161 requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation and requires quantitative disclosures about fair
value amounts and gains and losses on derivative instruments. It also requires
disclosures about credit-related contingent features in derivative agreements.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. SFAS 161 encourages, but does not require, comparative disclosures
for earlier periods at initial adoption. The adoption of SFAS 161 is not
expected to have a material impact on our consolidated financial condition or
results of operations.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life
of Intangible Assets. FSP 142-3 amends the factors an entity should consider in
developing renewal or extension assumptions used in determining the useful life
of recognized intangible assets under SFAS 142, Goodwill and Other Intangible
Assets, and adds certain disclosures for an entity's accounting policy of the
treatment of the costs, period of extension, and total costs incurred. FSP 143-3
must be applied prospectively to intangible assets acquired after January 1,
2009. The Company is currently evaluating the impact that FSP 142-3 will have on
its financial position or results of operations.

During May of 2008, The FASB issued FASB Staff Position 14-1 "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP 14-1"). FSP 14-1 requires the
proceeds from the issuance of convertible debt be allocated between a debt
component and an equity component. The debt component will be measured based on
the fair value of similar debt without an equity conversion feature, and the
equity component will be determined as the residual of the fair value of the
debt deducted from the original proceeds received. The resulting discount on the
debt component will be amortized over the period the convertible debt is
expected to be outstanding as additional non-cash interest expense. FSP 14-1 is
effective for fiscal years beginning after December 15, 2008, and is applied
retrospectively to all periods presented. The Company is currently evaluating
the impact of this FSP on its financial statements.

accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in accordance with GAAP. With the issuance of this statement, the FASB
concluded that the GAAP hierarchy should be directed toward the entity and not
its auditor, and reside in the accounting literature established by the FASB as
opposed to the American Institute of Certified Public Accountants (AICPA)
Statement on Auditing Standards No. 69, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." This statement is
effective 60 days following the SEC's approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." The adoption of FAS
162 is not expected to have a material impact on the Company's results from
operations or financial position.

In June 2008, the FASB ratified Emerging Issues Task Force (EITF) Issue No.
08-3, Accounting for Lessees for Maintenance Deposits Under Lease Arrangements
("EITF 08-3"). EITF 08-3 provides guidance for accounting for nonrefundable
maintenance deposits. It also provides revenue recognition accounting guidance
for the lessor. EITF 08-3 is effective for fiscal years beginning after December
15, 2008. The adoption of this EITF will not have a material effect on our
financial statements.
OFF BALANCE SHEET ARRANGEMENTS
During fiscal 2008 we did not engage in any material off-balance sheet
activities nor have any relationships or arrangements with unconsolidated
entities established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. Further, we have
not guaranteed any obligations of unconsolidated entities nor do we have any
commitment or intent to provide additional funding to any such entities.

ITEM 8. FINANCIAL STATEMENTS.
- ----------------------------

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

ITEM 9A(T). CONTROLS AND PROCEDURES.
- ------------------------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The evaluation of our disclosure controls and procedures included a review of
their objectives and design, our implementation of them and their effect on the
information generated for use in this Form 10-K. In the course of the controls
evaluation, we reviewed any data errors or control problems that we had
identified and sought to confirm that appropriate corrective actions, including
process improvements, were being undertaken. This type of evaluation is
performed on a quarterly basis so that the conclusions of management, including
our Chief Executive Officer and Chief Financial Officer, concerning the
effectiveness of the disclosure controls can be reported in our periodic reports
on Form 10-K and Form 10-Q. Many of the components of our disclosure controls
and procedures are also evaluated on an ongoing basis. The overall goals of
these various evaluation activities are to monitor our disclosure controls and
procedures and to modify them as necessary. The Company's Chief Executive
Officer and Chief Financial Officer evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Sec. 240.13a-15(e) or
240.15d-15(e)) as of December 31, 2008, and based on the evaluation of these
controls and procedures required by paragraph (b) of Sec. 240.13a-15 or
240.15d-15 the disclosure controls and procedures have been found to be
ineffective.

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

EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)
under the Exchange Act). Internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Our Board of Directors were advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their performance
of audit procedures for the year ended December 31, 2006, they have identified a
material weakness as defined in Public Accounting Oversight Board Standard No. 2
in our internal control over financial reporting. Our auditors have identified
the following material weaknesses in our internal control over financial
reporting as of December 31, 2007 and December 31, 2008:

A material weakness in the Company's internal control over financial reporting
exists in that there is limited segregation of duties amongst the Company's
employees with respect to the Company's preparation and review of the Company's
financial statements. This material weakness is a result of the Company's
limited number of employees. This material weakness may affect management's
ability to effectively review and analyze elements of the financial statement
closing process and prepare financial statements in accordance with U.S. GAAP.

Management conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2008. In making
this assessment, management used the framework set forth in the report entitled
"Internal Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes
each of the components of a Company's internal control system, including (i) the
control environment, (ii) risk assessment, (iii) control activities, (iv)
information and communication, and (v) monitoring. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer of the Company have
concluded, as of the end of the fiscal year covered by this Annual Report on
Form 10-K, due to a lack of segregation of duties that our internal control over
financial reporting has not been effective. However, at this time, our resources
and size prevent us from being able to employ sufficient resources to enable us
to have adequate segregation of duties within our internal control system. The
Company intends to remedy the material weakness by hiring additional employees
and reallocating duties, including responsibilities for financial reporting,
among the Company's employees as soon as the Company has the financial resources
to do so. Management is required to apply judgment in evaluating the
cost-benefit relationship of possible changes in our disclosure controls and
procedures.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered

public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management's report in this
annual report. Our registered public accounting firm will be required to attest
to our management's assessment of internal control over financial reporting
tentatively beginning with our annual report for the year ended December 31,
2009.

CHANGES IN INTERNAL CONTROLS.

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

RISK FACTOR RELATED TO CONTROLS AND PROCEDURES

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

PART III
--------

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
- ----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
- --------------------------------------------------

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 49 Non-Executive Chairman of the Board 2004

Frank V. Esser 69 Director 2005

JEROME R. MAHONEY. Mr. Mahoney has served as iVoice Technology's President,
Chief Executive Officer and Secretary since August 30, 2006. Mr. Mahoney
formerly served as 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 was also the Non-Executive Chairman of the
Board of SpeechSwitch, Inc. and has been a director of SpeechSwitch from August
2004 until January 2008. He was also the Non-Executive Chairman of the Board of
Deep Field Technologies, Inc. through February 13, 2007 and had been a director
of Deep Field Technologies from August 2004 through February 2007. 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,
NJ in 1983.

FRANK V. ESSER. Mr. Esser has served as a director of the Company since June
2005. He has also 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 BA degree from Baruch College of
the City University of New York and is a Certified Public Accountant in New York
State.

AUDIT COMMITTEE

The Audit Committee currently consists of Messrs. Esser and Mahoney, with Mr.
Esser serving as the Chairman of the Committee. Mr. Esser is an independent
member of the Board of Directors and may be deemed a financial expert as defined
in ss.228.401(e) of the regulations promulgated by the SEC pursuant to the
Securities Exchange Act of 1934, as amended. Management is responsible for the
Company's internal controls and the financial reporting process. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted
accounting principles and to issue a report thereon and as to management's
assessment of the effectiveness of internal controls over financial reporting.
The Audit Committee's responsibility is to monitor and oversee these processes,
although the members of the Audit Committee are not engaged in the practice of
auditing or accounting. The Audit Committee had one meeting in 2008 and both
members were present. The Board of

Directors approved an Audit Committee Charter on March 30, 2006. As of this
date, the Audit Committee operates pursuant to this Audit Committee Charter.

AUDIT COMMITTEE REPORT

The following is the Audit Committee's report submitted to the Board of
Directors for the fiscal year ended December 31, 2008. The Audit Committee has:

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

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

o received from Bagell, Josephs Levine & Company, L.L.C. the written
disclosures and the letter regarding their independence as required by
Independence Standards Board Standard No. 1, as may be modified or
supplemented, and discussed the auditors' independence with them.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
Frank Esser, CHAIRMAN
Jerome Mahoney

The Audit Committee report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Annual Report on Form 10-K
into any filing under the Securities Act of 1933, as amended or the Securities
Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under
these acts.

CORPORATE GOVERNANCE

Director Independence

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

Audit Committee

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

NOMINATING COMMITTEE

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

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As the Company has no class of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") Forms 3,4 or
5, as required by Section 16(a) of the Exchange Act are not required to be
filed.

CODE OF ETHICS
The Board of Directors adopted a Code of Ethics for its chief executive officer
and chief financial officer and is attached to this Report as an exhibit. The
Code of Ethics will be provided to any person without charge, upon request.
Requests should be directed to the Investor Relations Department at the
Company's corporate headquarters.

COMPENSATION OF DIRECTORS

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

DIRECTOR COMPENSATION

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

Frank V. Esser(1) $12,000(2) $-0- $12,000

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

(2) Mr. Esser has received no cash compensation during this period.

ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------

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.

SUMMARY COMPENSATION TABLE

Stock All other Total
Name and Position(s) Year Salary($) Awards Compensation Compensation
- -------------------- ---- --------- ------ ------------ ------------

Jerome R. Mahoney(1)
President, Chief Executive 2008 $94,585(2) $0 $0 $94,585
Officer and Director 2007 $91,319(2) $0 $0 $91,319

(1) Mr. Mahoney has been serving as our President, Chief Executive Officer and
Director since August 31, 2006. Prior to that time, Mr. Mahoney served as
our Non-Executive Chairman of the Board since August 1, 2004. Mr. Mahoney's
employment contract is for a term of five-years at a base salary of $85,000
in the first year with annual increases based on the Consumer Price Index
every year thereafter.

(2) $27,085 and $41,319 was accrued and unpaid for the years ended December 31,
2008 and 2007, respectively.

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

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

None 0 0 0 0 / 0

STOCK OPTION GRANTS

The Company did not issue any stock options for the years ended December 31,
2008 and 2007

EMPLOYMENT CONTRACTS

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 (see Note 5
to the Financial Statements).

On March 9, 2009, the Company entered into Amendment No 7 to the Employment
Agreement with Jerome Mahoney, President and Chief Executive Officer of the
Company whereby the term of the Employment Agreement was extended to July 31,
2016.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- ------------------------------------------------------------------------

The following tables set forth certain information regarding the beneficial
ownership of our voting securities as of December 31, 2008 of (i) each person
known to us to beneficially own more than 5% of the applicable class of voting
securities, (ii) our directors, (iii) and each named executive officer and (iv)
all directors and executive officers as a group. As of December 31, 2008 a total
of 486,835,870, shares of Class A common stock were outstanding. Each share of
Class A common stock and Class B common stock is entitled to one vote on matters
on which holders of common stock are eligible to vote. The column entitled
"Percentage of Total Voting Stock" shows the percentage of total voting stock
beneficially owned by each listed party.

The number of shares beneficially owned is determined under rules promulgated by
the Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under those rules,
beneficial ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the individual
has the right to

acquire within 60 days of December 31, 2008, through the exercise or conversion
of any stock option, convertible security, warrant or other right. Unless
otherwise indicated, each person or entity named in the table has sole voting
power and investment power (or shares that power with that person's spouse) with
respect to all shares of capital stock listed as owned by that person or entity.

OWNERSHIP OF COMMON STOCK

Common Stock Percentage
Name and Position(s) Title of Class Beneficially Owned Ownership (1)
- -------------------- -------------- ------------------ -------------

Jerome R. Mahoney (1),
Non-Executive Chairman Class A Common Stock 1,341,151,948 (2) 74.4% (2)
of the Board Class B Common Stock 420,488 (3) 100.00% (3)
Class C Common Stock 0 0.00%

Frank V. Esser, Class A Common Stock 585,424 0.1%
Director Class B Common Stock 0 0.00%
Class C Common Stock 0 0.00%

All directors and executive Class A Common Stock 1,341,737,372 (2) 74.5% (2)
Officers as a group (2 persons) Class B Common Stock 420,488 (3) 100.00% (3)
Class C Common Stock 0 0.00%

(1) Percentage ownership for iVoice Technology Class A Common Stock is based on
486,835,870 shares of Class A Common Stock outstanding as of December 31, 2008.

(2) Includes 27,128,510 shares held and gives 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 $420,488 ($335,552, of indebtedness and deferred
compensation and unpaid interest of $84,936) to convert amounts owing under such
promissory note to 420,488 shares of Class B Common Stock, which are 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 (1,314,023,438 shares). 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 $335,552 promissory note plus
accrued interest of $84,936 held by him into Class B Common Stock of iVoice
Technology at a rate of one dollar per share into 420,488 shares of iVoice
Technology Class B Common Stock. 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 $420,488 owing under such promissory note into 420,488 shares of iVoice
Technology 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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- -------------------------------------------------------

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. 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.

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. The
Board of Directors of the Company maintains control over the issuance of shares
and may decline the request for conversion of the repayment into shares of the
Company. 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. During 2008 Mr. Mahoney received 46,500,000 shares of Class A
Common Stock, with a market value of $82,150 as repayment of $19,680 of the
loan. The difference in the market value and the promissory note reduction was
charged to beneficial interest in the amount of $62,470. During the year ended
December 31, 2007, Mr. Mahoney did not receive any repayments.

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.

The Company entered into a five-year employment agreement with Jerome Mahoney to
serve as 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. At
December 31, 2008, Mr. Mahoney's annual salary was $97,604. A portion of 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. On March 9, 2009, the Company entered into Amendment
No 7 to the Employment Agreement with Jerome Mahoney, President and Chief
Executive Officer of the Company whereby the term of the Employment Agreement
was extended to July 31, 2016.

The Board has the option to pay Mr. Mahoney's compensation 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. Pursuant to the terms of the
Class B 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 for which the Company had ever issued its
Class A Common Stock. Mr. Mahoney deferred $27,085 and $41,319 of his
compensation for the years ended December 31, 2008 and 2007, respectively. As of
December 31, 2008 and 2007, total deferred compensation due to Mr. Mahoney was
$193,844 and $166,759, respectively. IVoice Technology believes that the
compensation provided to Mr. Mahoney is

commensurate with compensation levels paid by other companies to management
having equivalent experience and capabilities. (See "iVoice Technology Directors
and Officers - Employment Agreements" for additional information.

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. Administrative services were $50,652 and
$51,028, respectively, for the years ended December 31, 2008 and 2007 (see Note
6 to the Financial Statements). B Green Innovations, Inc., a subsidiary of
iVoice Technology, has entered into a temporary administrative services
agreement with iVoice. The administrative services agreement continues on a
month-to-month basis until B Green Innovations, Inc. has found replacement
services for those services being provided by iVoice or can provide these
services for itself. Administrative services were $32,000 for the period ended
December 31, 2008 (see Note 6 to the Financial Statements).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- -----------------------------------------------

The following table sets forth fees billed to the Company by the Company's
independent auditors for the year ended December 31, 2008 and December 31, 2007
for (i) services rendered for the audit of the Company's annual financial
statements and the review of the Company's quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of the Company's financial statements that are not reported as Audit
Fees, and (iii) services rendered in connection with tax preparation,
compliance, advice and assistance.

SERVICES 2008 2007
--------- ---- ----

Audit Fees $19,000 $19,000

Audit - Related Fees -0- -0-

Tax fees -0- -0-

All Other Fees -0- -0-
------- -------
Total $19,000 $19,000
======= =======

Prior to engaging our accountants to perform a particular service, our Audit
Committee obtains an estimate for the service to be performed. The Audit
Committee in accordance with its procedures approved all of the services
described above.

ITEM 15. EXHIBITS
- -----------------

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 Amendment to the Certificate of Incorporation of iVoice Technology,
Inc. filed with the State of New Jersey on January 11, 2008 (filed
with the Commission as Exhibit 3.1 on a Current Report on Form 8-K
dated January 11, 2008 and incorporated herein by reference.)

3.3 Amendment to the Certificate of Incorporation of iVoice Technology,
Inc. filed with the State of New Jersey on March 10, 2008 (filed with
the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated
March 5, 2008 and incorporated herein by reference.)

3.4 Amendment to the Certificate of Incorporation of iVoice Technology,
Inc. filed with the State of New Jersey on August 11, 2008 (filed with
the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated
August 11, 2008 and incorporated herein by reference.)

3.5 Amendment to the Certificate of Incorporation of iVoice Technology,
Inc. filed with the State of New Jersey on March 6, 2009 (filed with
the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated
March 6, 2009 and incorporated herein by reference.)

3.6 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)

9.1 Voting Agreement, dated August 5, 2005, between Jerome Mahoney and
Mark Meller (filed as Exhibit 9.1 to iVoice Technology, Inc.'s Form
SB-2 Registration Statement, filed on October 3, 2005, and
incorporated herein by reference)

9.2 Irrevocable Proxy of Mark Meller, dated August 5, 2005 (filed as
Exhibit 9.2 to iVoice Technology, Inc.'s Form SB-2 Registration
Statement, filed on October 3, 2005, and incorporated herein by
reference)

10.1 Employment Agreement, dated as of August 1, 2004, between iVoice
Technology, Inc. and Jerome Mahoney (initially 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, incorporated
herein by reference) and amendment dated September 26, 2006 (filed as
Exhibit 10.1 to iVoice Technology, Inc.'s Form 8-K, filed on September
28, 2006, incorporated by reference herein).

10.2 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)

10.3 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)

10.4 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)

10.5 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

10.6 Promissory Note from iVoice Technology, Inc. to Jerome Mahoney, dated
August 5, 2005 (filed as Exhibit 10.13 to iVoice Technology, Inc.'s
Form SB-2 Registration Statement, filed on October 3, 2005, and
incorporated herein by reference)

10.7 Amendment No. 4 to Employment Agreement, dated September 29, 2005,
between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit
10.33 to iVoice Technology, Inc.'s Form SB-2 Registration Statement,
filed on October 3, 2005, and incorporated herein by reference)

10.9 Amended Administrative Services Agreement, dated March 5, 2005,
between iVoice, Inc. and iVoice Technology, Inc. (filed as Exhibit
10.1 to iVoice Technology, Inc.'s Form 8-K, filed on March 14, 2008,
and incorporated herein by reference)

10.10 Amendment No. 5 to Employment Agreement, dated September 26, 2006,
between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit
10.1 on the Current Report on Form 8-K dated August 31, 2006, and
incorporated herein by reference)

10.11 Amendment No. 6 to Employment Agreement, dated November 22, 2006,
between iVoice Technology, Inc. and Jerome Mahoney filed herein.

10.12 Convertible Promissory Note, dated March 5, 2008, payable to iVoice
Technology, Inc. (filed as Exhibit 10.2 to iVoice Technology, Inc.'s
Form 8-K, filed on March 14, 2008, and incorporated herein by
reference)

10.13 Security Agreement by and between iVoice Technology, Inc. and iVoice,
Inc. dated March 5, 2008 (filed as Exhibit 10.3 to iVoice Technology,
Inc.'s Form 8-K, filed on March 14, 2008, and incorporated herein by
reference)

10.14 Amendment to Secured Convertible Debenture held by YA Global
Investments, L.P. dated March 6, 2008 (filed as Exhibit 10.4 to iVoice
Technology, Inc.'s Form 8-K, filed on March 14, 2008, and incorporated
herein by reference)

10.15 Amendment Agreement dated November 21, 2008 between the Company and YA
Global Investments LP, f/k/a Cornell Capital Partners, LP (filed as
Exhibit 10.1 to iVoice Technology, Inc.'s Form 8-K, filed on November
26, 2008, and incorporated herein by reference)

10.16 Amendment No. 7 to Employment Agreement, dated March 9, 2009, between
iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.1 on
the Current Report on Form 8-K dated March 6, 2009 and incorporated
herein by reference)

14 Code of Ethics (filed as Exhibit 14 to iVoice Technology, Inc.'s Form
10-KSB for the year ended December 31, 2005, filed on April 4, 2006,
and incorporated herein by reference)

21 List of subsidiaries filed herein.

31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 filed herein.

32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed herein.

SIGNATURES

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

Dated: March 25, 2009

iVoice Technology, Inc..

By: /s/ Jerome Mahoney
---------------------------
Jerome Mahoney
President, CEO & CFO

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

By: /s/Jerome Mahoney Dated: March 25, 2009
Jerome Mahoney
President
Chief Executive Officer
Chief Financial Officer
Director

By: /s/Frank Esser Dated: March 25, 2009
Frank Esser
Director

EXHIBIT INDEX

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

10.11 Amendment No. 6 to Employment Agreement, dated November 22, 2006,
between iVoice Technology, Inc. and Jerome Mahoney filed herein.

14 Code of Ethics (filed as Exhibit 14 to iVoice Technology, Inc.'s Form
10-KSB for the year ended December 31, 2005, filed on April 4, 2006,
and incorporated herein by reference)

21 List of subsidiaries filed herein.

31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 filed herein.

32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed herein.

IVOICE TECHNOLOGY, INC.
-----------------------

FINANCIAL STATEMENTS
--------------------

DECEMBER 31, 2008 AND 2007
--------------------------

IVOICE TECHNOLOGY, INC.
-----------------------

FINANCIAL STATEMENTS
--------------------

CONTENTS
--------

Page
----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1

FINANCIAL STATEMENTS

Consolidated Balance Sheets 2

Consolidated Statements of Operations 3

Consolidated Statements of Changes in Stockholders' Deficit 4

Consolidated Statements of Cash Flows 5-7

Notes to Consolidated Financial Statements 8-27

BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
406 LIPPINCOTT DRIVE, MARLTON, NJ 08053
TEL: 856.355.5900 FAX: 856.396.0022

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

To the Board of Directors and Stockholders
iVoice Technology, Inc.
Matawan, New Jersey

We have audited the accompanying consolidated balance sheets of iVoice
Technology, Inc. as of December 31, 2008 and 2007, and the related consolidated
statements of operations, changes in stockholders' deficit, and cash flows for
each of the years in the two-year period ended December 31, 2008. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of iVoice Technology,
Inc. as of December 31, 2008 and 2007, and the results of its operations and its
cash flows for each of the years in the two-year period ended December 31, 2008
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements for December 31, 2008 have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 3 to the consolidated financial statements, the Company had a
net loss, a negative cash flow from operations, as well as negative working
capital. These issues lead to substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters are
also discussed in Note 3. The consolidated financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

Bagell, Josephs, Levine & Company, LLC
Marlton, New Jersey

March 14, 2009

IVOICE TECHNOLOGY, INC.
-----------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
DECEMBER 31,
------------

2008 2007
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents $ 460,869 $ 182,577
Accounts receivable, net of allowance for doubtful accounts of $12,083
at December 31, 2008 and $8,250 at December 31, 2007 -- 9,905
Inventories 6,246 --
Note receivable, net of allowance of $25,017 at December 31, 2008 -- --
Prepaid expenses and other current assets 6,615 4,407
------------ ------------
Total current assets 473,730 196,889
------------ ------------

Property, plant and equipment, net 17,313 797
Other assets 54,540 --
------------ ------------
Total assets $ 545,583 $ 197,686
============ ============

LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 543,215 $ 694,783
Accrued dividends 117,562 --
Due to related parties 263,704 220,619
Deferred maintenance contracts 9,407 14,097
Notes payable to related parties 141,708 161,388
Convertible promissory note, net of unamortized debt discount of $91,869 15,953 --
Convertible debenture, net of unamortized debt discount of $-0- and
$499,940 at December 31, 2008 and December 31, 2007, respectively -- 169,375
Derivative liabilities 133,212 1,079,256
------------ ------------
Total current liabilities 1,224,761 2,339,518
------------ ------------
Commitments and Contingencies

Stockholders' deficit:
Preferred stock, par value $1.00; authorized 1,000,000 shares; 10,000 shares
designated as follows; 990,000 shares available for further designation
Series A 10% Secured Convertible Preferred Stock; $1,000 stated value;
authorized 10,000 shares; 1,444.44 shares issued and outstanding 1,444,444 --
Common stock:
Class A Common Stock- no par value; authorized 10,000,000,000 shares;
486,835,870 shares issued and 485,641,387 outstanding and
1,194,483 in escrow at December 31, 2008; 170,042,361 shares
issued and 168,847,878 outstanding, and 1,194,483 in escrow
at December 31, 2007; 915,166 506,286
Class B Common Stock - $.01 par value; authorized 50,000,000
shares; no shares issued and outstanding -- --
Class C Common Stock - $.01 par value; authorized 20,000,000
shares; no shares issued and outstanding -- --
Additional paid-in capital 6,899,510 7,057,606
Additional paid-in capital - beneficial conversion 1,444,444 --
Accumulated deficit (11,382,742) (9,705,724)
------------ ------------
Total stockholders' deficit (679,178) (2,141,832)
------------ ------------
Total liabilities and stockholders' deficit $ 545,583 $ 197,686
============ ============

See accompanying notes to the consolidated financial statements

IVOICE TECHNOLOGY, INC.
-----------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------

YEARS ENDED
DECEMBER 31, DECEMBER 31,
2008 2007
------------ ------------

Net sales $ 46,773 $ 64,765
Cost of sales 746 3,197
------------ ------------

Gross profit 46,027 61,568
------------ ------------

Operating expenses:

General and administrative expenses 544,272 382,680
Engineering, research and development -- 9,455
------------ ------------
Total operating expenses 544,272 392,135
------------ ------------

Loss from operations (498,245) (330,567)
------------ ------------

Other income (expense):

Interest income 13,902 3,421
Interest expense (164,736) (116,893)
Amortization of debt discount (715,891) (200,060)
Redemption premium (85,922) --
Other income 82,017 --
Gain (loss) on valuation of derivative 1,253,863 (379,256)
------------ ------------
Total other income (expense) 383,233 (692,788)
------------ ------------

Income (loss) from operations before income taxes (115,012) (1,023,355)

Provision for income taxes -- --
------------ ------------

Net income (loss) (115,012) (1,023,355)

Preferred stock accretion 1,444,444 --
Preferred stock dividends 117,562 --
------------ ------------

Net loss attributable to common shareholders $ (1,677,018) $ (1,023,355)
============ ============

Basic and diluted loss to per common share $ 0.00 $ (0.02)
============ ============

Weighted average shares outstanding -
Basic and diluted 440,330,597 54,971,994
============ ============

See accompanying notes to the consolidated financial statements

IVOICE TECHNOLOGY, INC.
-----------------------
CONCSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
----------------------------------------------

SERIES A
PREFERRED STOCK COMMON STOCK A
------------------------------- --------------------------------
SHARES AMOUNT SHARES AMOUNT
-------------- -------------- -------------- --------------

Balance at January 1, 2007 -- $ -- 25,564,834 $ 264,509
-------------- -------------- -------------- --------------
Issuance of common stock pursuant
to terms of the Equity Line of Credit -- -- 90,874,723 141,728
-------------- -------------- -------------- --------------
Common stock issued for conversion
of convertible debenture -- -- 21,208,321 38,615
-------------- -------------- -------------- --------------
Common stock issued for repayment
of related party note payable -- -- 31,200,000 61,434
-------------- -------------- -------------- --------------
Net loss for the year ended
December, 31, 2007 -- -- -- --
-------------- -------------- -------------- --------------
Balance at December 31, 2007 -- -- 168,847,878 506,286
-------------- -------------- -------------- --------------

Common stock issued for repayment
of related party note payable -- -- 46,500,000 82,150
-------------- -------------- -------------- --------------
Common stock issued for conversion
of convertible debenture -- -- 87,653,565 118,283
-------------- -------------- -------------- --------------
Common stock issued for conversion
of convertible promissory note -- -- 42,000,000 45,720
-------------- -------------- -------------- --------------
Common stock issued for services
received -- -- 51,600,000 59,892
-------------- -------------- -------------- --------------

Issuance of common stock pursuant
to terms of the Equity Line of Credit -- -- 89,039,944 102,835
-------------- -------------- -------------- --------------
Issuance of Series A Preferred Stock
for cash 144.444 1,444,444 -- --
-------------- -------------- -------------- --------------
Beneficial conversion on preferred
stock -- -- -- --
-------------- -------------- -------------- --------------
Preferred stock dividends -- -- --
-------------- -------------- -------------- --------------
Net loss for the year ended
December, 31, 2008 -- -- -- --
-------------- -------------- -------------- --------------
Balance at December 31, 2008 144.444 1,444,444 485,641,387 915,166
-------------- -------------- -------------- --------------

ADDITIONAL
PAID-IN
CAPITAL - ADDITIONAL TOTAL
BENEFICIAL PAID-IN ACCUMULATED STOCKHOLDERS'
CONVERSION CAPITAL DEFICIT DEFICIT
-------------- -------------- -------------- --------------

Balance at January 1, 2007 -- $ 7,081,947 $ ( 8,682,369) $ ( 1,335,913)
-------------- -------------- -------------- --------------
Issuance of common stock pursuant
to terms of the Equity Line of Credit -- (24,341) -- 117,387
-------------- -------------- -------------- --------------
Common stock issued for conversion
of convertible debenture -- -- -- 38,615
-------------- -------------- -------------- --------------
Common stock issued for repayment
of related party note payable -- -- -- 61,434
-------------- -------------- -------------- --------------
Net loss for the year ended
December, 31, 2007 -- -- (1,023,355) (1,023,355)
-------------- -------------- -------------- --------------
Balance at December 31, 2007 -- 7,057,606 (9,705,724) (2,141,832)
-------------- -------------- -------------- --------------

Common stock issued for repayment
of related party note payable -- -- -- 82,150
-------------- -------------- -------------- --------------
Common stock issued for conversion
of convertible debenture -- -- -- 118,283
-------------- -------------- -------------- --------------
Common stock issued for conversion
of convertible promissory note -- -- -- 45,720
-------------- -------------- -------------- --------------
Common stock issued for services
received -- -- -- 59,892
-------------- -------------- -------------- --------------

Issuance of common stock pursuant
to terms of the Equity Line of Credit -- (13,652) -- 89,183
-------------- -------------- -------------- --------------
Issuance of Series A Preferred Stock
for cash -- (144,444) -- 1,300,000
-------------- -------------- -------------- --------------
Beneficial conversion on preferred
stock 1,444,444 (1,444,444) --
-------------- -------------- -------------- --------------
Preferred stock dividends -- -- (117,562) (117,562)
-------------- -------------- -------------- --------------
Net loss for the year ended
December, 31, 2008 -- -- (115,012) (115,012)
-------------- -------------- -------------- --------------
Balance at December 31, 2008 1,444,444 6,899,510 (11,382,742) (679,178)
-------------- -------------- -------------- --------------

See accompanying notes to the consolidated financial statements

IVOICE TECHNOLOGY, INC.
-----------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------

2008 2007
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (115,012) $ (1,023,355)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Depreciation 854 468
(Gain) loss on valuation of derivative (1,253,863) 379,256
Amortization of discount on debt 715,891 200,060
Beneficial conversion incurred in debt reduction 62,470 51,892
Beneficial conversion incurred in conversion of debenture 21,783 --
Beneficial conversion incurred in conversion of promissory note 32,280 --
Common stock issued for investor relations 24,192 --
Common stock issued for consulting fees 35,700 --
Changes in certain assets and liabilities:

Decrease (increase) in accounts receivable 9,905 (4,072)
Increase in inventories (6,246) --
(Increase) decrease in prepaid expenses and other (2,208) 4,226
Increase in accounts payable and accrued expenses 156,250 237,539
Increase in due to related parties 43,085 41,319
Decrease in deferred maintenance contracts (4,690) (1,224)
------------ ------------
Net cash (used in) operating activities (279,609) (113,891)
------------ ------------
Cash flows from investing activities:

Increase in other assets (54,540) --
Purchases of equipment (17,370) --
------------ ------------
Net cash (used in) investing activities (71,910) --
------------ ------------

Cash flows from financing activities:

Issuance of common stock through equity financing 89,183 117,387
Net proceeds from sale of Series A Preferred Stock 1,300,000 --
Payment of convertible debenture (759,372) --
------------ ------------
Net cash provided by financing activities 629,811 117,387
------------ ------------

Net increase in cash and cash equivalents 278,292 3,496
Cash and cash equivalents, beginning of year 182,577 179,081
------------ ------------

Cash and cash equivalents, end of year $ 460,869 $ 182,577
============ ============

Supplemental Schedule of Cash Flow Information::
During the year, cash was paid for the following:
Income taxes $ -- $ --
============ ============
Interest $ 50,072 $ --
============ ============

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Accounts payable converted into convertible promissory notes $ 121,262 $ --
============ ============
Accrued expenses converted into convertible debenture $ 186,557 $ --
============ ============
Note payable converted into convertible debenture $ -- $ 700,000
============ ============
Convertible debenture converted into common stock $ 109,940 $ 17,285
============ ============
Promissory note converted into common stock $ 19,680 $ --
============ ============

See accompanying notes to the consolidated financial statements

IVOICE TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

FOR THE YEAR ENDED DECEMBER 31, 2008:
- -------------------------------------

a) The Company issued 46,500,000 shares of Class A common stock with a fair
value of $82,150 to an individual to reduce a promissory note in the amount of
$19,680. The difference in the market value and the promissory note reduction
was charged to beneficial interest in the amount of $62,470.

b) The Company issued 87,653,565 shares of Class A common stock with a fair
value of $118,283 to reduce a convertible debenture in the amount of $96,500.
The difference in the market value and the reduction in the convertible
debenture was charged to beneficial interest in the amount of $21,783.

c) The Company issued 89,039,944 shares of Class A common stock pursuant to the
Equity Line of Credit with YA Global Investments (f/k/a/ Cornell Capital
Partners) valued at $102,835. Issuance costs of $13,652 were incurred and
charged to additional paid-in capital for net proceeds of $89,183.

d) The Company issued 42,000,000 shares of Class A common stock with a fair
value of $45,720 to reduce a convertible promissory note in the amount of
$13,440. The difference in the market value and the convertible promissory note
reduction was charged to beneficial interest in the amount of $32,280.

e) The Company converted accounts payable to a convertible promissory note in
the amount of $96,199.

f) The Company converted accrued expenses related to accrued interest due to YA
Global to a convertible debenture in the amount of $186,557. In March 2008, the
Company and YA Global agreed that the Company would redeem all amounts
outstanding under the Debenture, except for $186,557 of interest. The amount
redeemed was $691,021, consisting of the remaining balance of the Debenture
equal to $572,815, accrued interest of $32,284, and a redemption premium equal
to $85,922.

g) The Company accrued $117,562 of preferred stock dividends.

h) The Company recognized $1,444,444 of preferred stock accretion in the
consolidated statements of operations as a result of the conversion features of
the preferred stock issued (See Note 11).

i) The Company issued 21,600,000 shares of Class A common stock with a fair
value of $24,192 to an individual for repayment of investor relations expenses.

j) The Company issued 30,000,000 shares of Class A common stock with a fair
value of $35,700 to two individuals for repayment of consulting fees.

See accompanying notes to the consolidated financial statements

IVOICE TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
(CONTINUED):

FOR THE YEAR ENDED DECEMBER 31, 2007:
- -------------------------------------

a) During the year ended December 31, 2007, the Company issued 31,200,000 shares
of Class A common stock with a fair value of $61,434 to an officer to reduce the
promissory note in the amount by $17,472. The difference in the market value and
the loan reduction was appropriately charged to beneficial interest in the
amount of $43,962.

b) During the year ended December 31, 2007, the Company issued 21,208,321 shares
of Class A common stock for repayment of convertible debenture in lieu of cash,
valued at $38,615, less fees of $7,930.

c) During the year ended December 31, 2007, the Company issued 90,874,723 shares
of Class A common stock for fees pursuant to the Equity Line of Credit with YA
Global Investments (f/k/a/ Cornell Capital Partners) valued at $141,728.

d) During the year ended December 31, 2007, the Company issued a Secured
Convertible Debenture dated March 30, 2007 (the "Debenture") to YA Global
(f/k/a/ Cornell Capital Partners, LP.) for the sum of $700,000 in exchange for a
note payable for the same amount.

e) During the year ended December 31, 2007, the Company converted a convertible
debenture into common stock in the amount of $17,285.

See accompanying notes to the consolidated financial statements

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007

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.

In May 2008, the Company formed B Green Innovations, Inc. ("B Green"), a
wholly-owned subsidiary, and has agreed to invest up to $500,000 in B Green, to
commercialize its "green" technology platforms. The Company has made initial
investments by purchasing 110 shares of Series B Secured 10% Convertible
Preferred Stock for net proceeds of $99,000 to B Green.

NOTE 2 - BUSINESS OPERATIONS
- ----------------------------

B Green Innovations, Inc. (B Green) a Matawan, New Jersey-based corporation and
wholly owned subsidiary of iVoice Technology (OTC Bulletin Board: IVOT) is
dedicated to becoming a "green" technology company, focused on acquiring and
identifying promising technologies that address environmental issues. The
Company has agreed to invest up to $500,000 in B Green to develop and
commercialize its "green" technology platforms. The Company believes that this
investment will allow B Green to further develop additional technologies.

The first technology will be used to create new products from recycled tire
rubber. EcoPod and VibeAway(TM) address important environmental concerns and
problems facing the planet today. EcoPod and VibeAway(TM) are 100% recycled
rubber-based products that can be utilized as support pads under any units that
vibrate and make noise, including washing machines, dryers, compressors,
commercial condensers, and many other units that advantageously benefit from
sound and vibration control. In addition, we announced that we had filed a new
patent application for a process it described as "Recycled Tire Pod with
Appliance Recess Guide."

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 2 - BUSINESS OPERATIONS (CONTINUED)
- ----------------------------------------

In conjunction with the Spin-off, iVoice Technology entered into a temporary
administrative service agreement with iVoice. iVoice presently continues to
provide administrative services to the Company on a month to month basis until
the Company is able to replace the services provided by iVoice.

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 relies
on iVoice, Inc. for administrative, management, research and other services.

As of December 31, 2008, 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.

Management plans on developing and selling products from its subsidiary, B Green
Innovations, Inc., and pursuing opportunities for its IVR technology to achieve
profitability and to generate a positive cash flow. However, these plans are
dependent upon obtaining additional capital. There can be no assurance that the
Company will be able to obtain the necessary capital, and achieve its growth
objectives. 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.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---- ----------------------------------------------

a) Basis of Presentation

The accompanying consolidated financial statements included herein have been
prepared have been prepared in conformity with accounting principles generally
accepted in the United States of America and pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC").

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) Revenue Recognition

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

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ---- ----------------------------------------------------------

c) Revenue Recognition (continued)

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. 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.

e) Research and development costs

Research and development costs are charged to expense as incurred.

f) Advertising Costs

Advertising costs are expensed as incurred and included in selling expenses. For
the years ended December 31, 2008 and 2007, the Company incurred advertising
expenses of $998 and $-0-, respectively.

g) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. There were no cash
equivalents at December 31, 2008 and 2007.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

g) Cash and Cash Equivalents (continued)

The Company maintains cash and cash equivalent balances at a financial
institution that is insured by the Federal Deposit Insurance Corporation up to
$250,000. The uninsured cash balances at December 31, 2008 and 2007 were
$204,808 and $82,577, respectively.

h) Property and Equipment

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

i) Income Taxes

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

j) Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of trade accounts receivable and cash. As of
December 31, 2008 the Company believes it has no significant risk related to its
concentration within its accounts receivable.

k) Loss per Share

Basic and diluted net loss per share available to common stockholders is
presented in conformity with SFAS No. 128, "Earnings per Share." Basic net loss
per share attributable to common stockholders is computed by dividing the net
loss by the weighted-average number of common shares outstanding during the
period. Diluted loss per share is computed by dividing the net loss by the
weighted-average number of common shares outstanding during the period,
including common stock equivalents, such as conversions, exercise or contingent
exercise of securities. Diluted earnings per share gives effect to all dilutive
potential common shares outstanding during the period. The computation of
diluted EPS at December 31, 2008 and 2007 does not assume conversion, exercise
or contingent exercise of securities in the amount of approximately 318,593,750
and 660,912,292 shares, respectively, as they would have an anti-dilutive effect
on earnings resulting from the Company's net loss position.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

k) Loss Per Share (continued)

The computation of EPS is as follows:
DECEMBER 31, DECEMBER 31,
2007 2007
------------ ------------
BASIC AND DILUTED NET LOSS PER SHARE
COMPUTATION:
Net loss attributable to common
stockholders $ (1,677,018) $ (1,023,355)
Weighted-average common shares outstanding 440,330,597 54,971,994
Basic and diluted net loss per share
attributable to common stockholders $ (0.00) $ (0.02)

l) Derivative Liabilities

m) Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation. The reclassifications have had no effect on the financial
position, operations or cash flows for the year ended December 31, 2007.

n) Fair Value of Instruments

The carrying amount reported in the consolidated balance sheet for cash and cash
equivalents, deposits, prepaid expenses, accounts payable, and accrued expenses
approximate fair value because of the immediate or short-term maturity of these
financial instruments. The carrying amount reported for notes payable
approximates fair value because, in general, the interest on the underlying
instruments fluctuates with market rates.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ---------------------------------------------------------------

o) Recent Accounting Pronouncements

The partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 13 for the fair value
measurement disclosures for these assets and liabilities. The Company is in the
process of analyzing the potential impact of SFAS No. 157 relating to its
planned January 1, 2009 adoption of the remainder of the standard.

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

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ---------------------------------------------------------------

o) Recent Accounting Pronouncements (continued)

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ---------------------------------------------------------------

o) Recent Accounting Pronouncements (continued)

In May 2008, the Financial Accounting Standards Board (the "FASB") issued FAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS
162"). This statement identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in accordance with
GAAP. With the issuance of this statement, the FASB concluded that the GAAP
hierarchy should be directed toward the entity and not its auditor, and reside
in the accounting literature established by the FASB as opposed to the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." This statement is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." The adoption of FAS 162 is not expected to have
a material impact on the Company's results from operations or financial
position.

NOTE 5 - RELATED PARTY TRANSACTIONS
- -----------------------------------

The Company has assumed an outstanding promissory demand 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

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)
- -----------------------------------------------

prime plus 2.0% per annum (5.25% and 9.25% at December 31, 2008 and 2007,
respectively) on the unpaid balance until paid. 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, 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. The Board of Directors of the Company
maintains control over the issuance of shares and may decline the request for
conversion of the repayment into shares of the Company. During 2008 Mr. Mahoney
received 46,500,000 shares of Class A Common Stock, with a market value of
$82,150 as repayment of $19,680 of the loan. The difference in the market value
and the promissory note reduction was charged to beneficial interest in the
amount of $62,470. As of December 31, 2008 and 2007, the outstanding balances
were $141,708 and $161,388, plus accrued interest of $84,936 and $61,126,
respectively.

On May 8, 2007, the Company executed a Security Agreement providing Jerome
Mahoney, President and Chief Executive Officer of the Company, with a security
interest in all of the assets of the Company to secure the promissory note dated
August 5, 2005 and all future advances including, but not limited to, additional
cash advances: deferred compensation, deferred expense reimbursement, deferred
commissions and income tax reimbursement for the recognition of income upon the
sale of common stock for the purpose of the holder advancing additional funds to
the Company.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 5 - RELATED PARTY TRANSACTIONS (CONTINUED)
- -----------------------------------------------

On August 29, 2005, the Company entered into an employment agreement with Mark
Meller. Mr. Meller served as the Company's President, Chief Executive Officer
and Chief Financial Officer until August 29, 2006. As compensation, the Company
paid Mr. Meller a base salary of $85,000 the first year with an annual increase
based on the Consumer Price Index every year thereafter. Mr. Meller has agreed
to defer all but $20,000 of his compensation until such time that the Board of
Directors determines, in its sole discretion, that the Company has sufficient
financial resources to pay his compensation. 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. During 2008 and 2007, Mr. Meller received no
payments for deferred compensation. As of December 31, 2008 and 2007, total
deferred compensation due to Mr. Meller was $53,860.

Mr. Mahoney has a consulting agreement with B Green Innovations for annual
compensation of $24,000 and upon every annual anniversary thereafter, at the
rate based on the increase in the Consumer Price Index for All Urban Consumers
(New York-Northern N.J.-Long Island). Mr. Mahoney agreed to accept compensation
pursuant to this Consulting Agreement in the form of Class B Common Stock, par
value $.01 per share, in lieu of cash, for as long as the Board of Directors
decides in its sole discretion that the Company does not have the financial
resources to pay the Consultant in cash. The number of Class B Common Stock
shares to be issued to the Consultant pursuant to this Paragraph 2 shall be
equal to one share of Class B common stock for every dollar of compensation due
and owing the Consultant. As of December 31, 2008, Mr. Mahoney is due $16,000,
and no shares have been issued.

NOTE 6 - CONVERTIBLE PROMISSORY NOTE AND CONVERTIBLE DEBENTURE
- --------------------------------------------------------------

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. In March 2008, the administrative services agreement was amended to
provide that accrued and unpaid administrative services shall be aggregated and
converted into a Convertible Promissory Note. The principal and interest shall
be due and payable as follows: (a) interest shall accrue monthly on the unpaid
balance and shall be paid annually, and (b) principal shall be payable on
demand.

On March 5, 2008, the Company converted its outstanding accounts payable to
iVoice, Inc. for unpaid administrative services in the amount of $50,652 into a
convertible promissory note at the rate of prime plus 1 percent per annum.
Additional amounts may be added to this note based on any unpaid administrative
services, and will accrue interest at the above specified rate from date of
advance until paid. For the period ended December 31, 2008, unpaid
administrative services in the amount of $42,210 were added to the original
convertible promissory note of $50,652.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 6 - CONVERTIBLE PROMISSORY NOTE AND CONVERTIBLE DEBENTURE (CONTINUED)
- --------------------------------------------------------------------------

iVoice, Inc. may elect payment of the principal and/or interest, at the its sole
discretion, owed pursuant to this Note by requiring the Company to issue to
iVoice, or its assigns either: (i) one Class B common stock share of the Company
par value $.01 per share, for each dollar owed, (ii) the number of Class A
common stock shares of the Company calculated by dividing (x) the sum of the
principal and interest that the Note holder has decided to have paid 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 year ended December 31, 2008, the Company issued 42,000,000 shares of
Class A common stock with a fair value of $45,720 to reduce the convertible
promissory note in the amount of $13,440. The difference in the market value and
the convertible promissory note reduction was charged to beneficial interest in
the amount of $32,280.

As of December 31, 2008, the outstanding balance on the Convertible Promissory
Note was $79,422.

Unless otherwise provided, this Note may be prepaid in full or in part at any
time without penalty or premium. Partial prepayments shall be applied to
installments due in reverse order of their maturity.

In the event of (a) default in payment of any installment of principal or
interest hereof as the same becomes due and such default is not cured within ten
(10) days from the due date, or (b) default under the terms of any instrument
securing this Note, and such default is not cured within fifteen (15) days after
written notice to maker, then in either such event the holder may, without
further notice, declare the remainder of the principal sum, together with all
interest accrued thereon, and the prepayment premium, if any, at once due and
payable. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same at any other time. The unpaid principal of this Note
and any part thereof, accrued interest and all other sums due under this Note
shall bear interest at the rate of prime plus 2 percent per annum after default
until paid.

The promissory note holders have a security interest in substantially all of the
assets of the Company.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 6 - CONVERTIBLE PROMISSORY NOTE AND CONVERTIBLE DEBENTURE (CONTINUED)
- --------------------------------------------------------------------------

Other Expense - Loss on Valuation of Derivative for $16,366, resulting primarily
from calculation of the conversion price. For the year ended December 31, 2008,
the Company recorded a Loss on Valuation of Derivative in the amount of $31,030.
The fair value of the embedded conversion was estimated at the December 31, 2008
using the Black-Scholes model with the following assumptions: risk free interest
rate: 2.25%; expected dividend yield: 0%: expected life: 5 years; and
volatility: 236.79%.

B Green Innovations, Inc., a subsidiary of iVoice Technology, has entered into a
temporary administrative services agreement with iVoice. The administrative
services agreement continues on a month-to-month basis until B Green
Innovations, Inc. has found replacement services for those services being
provided by iVoice or can provide these services for itself. The administrative
services agreement provides that accrued and unpaid administrative services
shall be aggregated and converted into a Convertible Promissory Note. The
principal and interest shall be due and payable as follows: (a) interest shall
accrue monthly on the unpaid balance and shall be paid annually, and (b)
principal shall be payable on demand. The terms of this agreement are to similar
to the terms of the agreement between iVoice Technology, Inc. and iVoice, Inc.
as described above in this footnote.

On June 30, 2008, the Company converted its outstanding B Green accounts payable
to iVoice, Inc., for unpaid administrative services, in the amount of $8,000
into a convertible promissory note at the rate of prime plus 1 percent per
annum. Additional amounts may be added to this note based on any unpaid
administrative services, and will accrue interest at the above specified rate
from date of advance until paid. For the year ended December 31, 2008 total
unpaid administrative services in the amount of $20,400 was added to the
convertible promissory note of $8,000.

As of December 31, 2008, the outstanding balance on the B Green Convertible
Promissory Note was $28,400.

In accordance with Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities", ("FASB 133"),
the Company determined that the conversion feature of the Debenture met the
criteria of an embedded derivative, and therefore the conversion feature of this
Debenture needed to be bifurcated and accounted for as a derivative. The fair
value of the embedded conversion was estimated at the date of issuance using the
Black-Scholes model with the following assumptions, the same as used for iVoice
Technology as B Green as there is no market for B Green's stock: risk free
interest rate: 2.25%; expected dividend yield: 0%: expected life: 5 years; and
volatility: 226.33%. The accounting guidance instructs that the conversion
options are a derivative liability. At June 30, 2008 the Company recorded the
conversion options as a liability, recorded a debt discount of $8,000, and
charged Other Expense - Loss on Valuation of Derivative for $16,366, resulting
primarily from calculation of the conversion price. For the year ended December
31, 2008, the Company recorded a Loss on Valuation of Derivative in the amount
of $6,738. The fair value of the embedded conversion was estimated at the
December 31, 2008 using the Black-Scholes model with the following assumptions:
risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 5
years; and volatility: 236.79%.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 7 - INCOME TAXES
- ---------------------

Deferred income taxes will be determined using the liability method for the
temporary differences between the financial reporting basis and income tax basis
of the Company's assets and liabilities. Deferred income taxes will be measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company's tax return. Deferred tax assets and liabilities
are recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases. At December 31, 2008 and 2007
deferred tax assets consist of the following:

2008 2007
---------- ----------
Net operating loss carry forwards $ 663,000 $ 466,000
Deferred compensation 105,000 88,000
---------- ----------
Deferred tax asset 763,000 554,000
Less: valuation allowance (768,000) (554,000)
---------- ----------
Deferred tax asset, net $ -0- $ -0-
========== ==========

At December 31, 2008 and 2007, the Company had a federal net operating loss
carry forward in the approximate amounts of $1,658,000 and $1,164,000,
respectively, available to offset future taxable income. The Company established
valuation allowances equal to the full amount of the deferred tax assets due to
the uncertainty of the utilization of the operating losses in future periods.

NOTE 8 - NOTE PAYABLE
- ---------------------

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 YA Global Investments (f/k/a/ Cornell Capital Partners). 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, Inc., on behalf of the Company, renegotiated the
terms and conditions with the holders of its convertible debentures. The holders
of the convertible debentures agreed to exchange the convertible debentures for
various promissory notes. The promissory note is in the aggregate amount of
$700,000, of which $560,000 was loaned through the previously issued and
exchanged convertible debentures in 2004 and $140,000 was advanced on February
28, 2005. A commitment fee of 10% of the face amount of the previously issued
convertible debentures and recently issued promissory note was paid at the time
of each advance. The previously paid commitment fees were credited against
commitment fees due and owing against the promissory note. The balance of the
commitment fee owed from the recently issued promissory note was paid on
February 28, 2005, at the time that such $140,000 was advanced to the Company.

The note payable bears interest at the rate of 12% per annum, which was
increased to 18% on September 1, 2006, as a result of a default. Weekly
principal installments of $10,000, plus interest, were to commence on September
1, 2005 and continue on the first day of each calendar

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 8 - NOTE PAYABLE (CONTINUED)
- ---------------------------------

month thereafter until the principal is paid in full. The note payable matured
on September 1, 2006 with a lump sum payment due of any remaining principal
and/or interest. Payment had not been made and the Company was in default.

The Company's obligations under the promissory note issued to YA Global
Investments (f/k/a/ Cornell Capital Partners) are secured by a first priority
interest in substanially all of our assets.

NOTE 9 - CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY
- -------------------------------------------------------

On April 16, 2007, iVoice Technology, Inc. issued a Secured Convertible
Debenture dated March 30, 2007 (the "Debenture") to YA Global Investments
(f/k/a/ Cornell Capital Partners) for the sum of $700,000 in exchange for a
previously issued note payable for the same amount. The Debenture has a term of
three years, and pays interest at the rate of 5% per annum. YA Global has the
right to convert a portion or the entire outstanding principal into the
Company's Class A Common Stock at a Conversion Price equal to eighty percent
(80%) of the lowest closing Bid Price of the Common Stock during the five (5)
trading days immediately preceding the Conversion Date. YA Global may not
convert the Debenture into shares of Class A Common Stock if such conversion
would result in Cornell beneficially owning in excess of 4.9% of the then issued
and outstanding shares of Class A Common Stock. The Conversion Price and number
of shares of Class A Common Stock issuable upon conversion of the Debenture are
subject to certain exceptions and adjustment for stock splits and combinations
and other dilutive events. Subject to the terms and conditions of the Debenture,
the Company has the right at any time provided that as of the date of the
Holder's receipt of a Redemption Notice (i) the Closing Bid Price of the of the
Common Stock, as reported by Bloomberg, LP, is less than the Conversion Price
and (ii) no Event of Default has occurred. The Company shall pay an amount equal
to the principal amount being redeemed plus a redemption premium ("Redemption
Premium") equal to twenty percent (20%) of the principal amount being redeemed,
and accrued interest, (collectively referred to as the "Redemption Amount").
During the time that any portion of this Debenture is outstanding, if any Event
of Default has occurred, the full principal amount of this Debenture, together
with interest and other amounts owing in respect thereof, to the date of
acceleration shall become at the Holder's election, immediately due and payable
in cash, provided however, the Holder may request (but shall have no obligation
to request) payment of such amounts in Common Stock of the Company. Furthermore,
in addition to any other remedies, the Holder shall have the right (but not the
obligation) to convert this Debenture at any time after (x) an Event of Default
or (y) the Maturity Date at the Conversion Price then in-effect.

On March 14, 2008, the Company and YA Global Investments agreed that the Company
would redeem all amounts outstanding under the Debenture, except for the
$186,557 of the outstanding interest remaining on the original notes payable
that were originally exchanged for the

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 9 - CONVERTIBLE DEBENTURE AND DERIVATIVE LIABILITY (CONTINUED)
- -------------------------------------------------------------------

Debenture. The amount redeemed was $691,021, consisting of the remaining balance
of the Debenture of $572,815, accrued interest of $32,284, and a redemption
premium of $85,922. The Debenture was amended to change the amount to $186,557
with a due date of March 14, 2009. The Debenture shall accrue interest at the
rate of 15% per annum, and shall be convertible at a conversion price equal to
70% of the lowest closing bid price of the Company's common stock during the 30
trading days immediately proceeding the conversion date. No conversions can be
made prior to November 1, 2008.

On November 21, 2008, the Company entered into an Amendment Agreement (the
"Agreement") between the Company and YA Global Investments LP, f/k/a Cornell
Capital Partners, LP. ("YA Global") which paid off in full the Secured
Convertible Debenture dated March 30, 2007 (the "Debenture"). Under the terms of
the Agreement, the Company paid the sum of One Hundred and Thirty-five Thousand
Dollars ($135,000) in full payment of the Debenture with a remaining principal
balance of $186,557, with accrued interest of $17,788. The difference of $69,355
is included in other income in the accompanying consolidated financial
statements, as the security interest that YA Global held in the assets of the
Company was terminated.

For the year ended December 31, 2008, the Company recorded a Gain on Valuation
of Derivative in the amount of $1,291,631. For the year ended December 31, 2007,
the Company recorded a Loss on Valuation of Derivative in the amount of
$379,256. The fair value of the embedded conversion was estimated at December
31, 2007 using the Black-Scholes model with the following assumptions: risk free
interest rate: 4.74%; expected dividend yield: 0%: expected life: 3 years; and
volatility: 572.03%. There was no derivative liability at December 31, 2008 as
the convertible debenture has been paid in full.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 10 - STANDBY EQUITY DISTRIBUTION AGREEMENT
- -----------------------------------------------

On September 22, 2005, iVoice Technology entered into a Standby Equity
Distribution Agreement (the "SEDA") with YA Global Investments (f/k/a/ Partners)
(which was amended and restated on December 12, 2005) whereby YA Global agrees
to purchase up to $10 million of the Company's Class A Common Stock over a
two-year period. The shares issued under the SEDA must be first registered under
the Securities Act of 1933, as amended. The purchase price of the Common Stock
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
the SEDA. In connection with the SEDA, the Company entered into an Escrow
Agreement, Registration Rights Agreement and Placement Agent Agreement. For the
year ended December 31, 2008, the Company had sold 89,039,944 shares of Class A
common stock to YA Global for $89,183, which is net of fees of $13,652. For the
year ended December 31, 2007, the Company had sold 90,874,723 shares of Class A
common stock to YA Global for $117,387, which is net of fees of $24,341.

The Standby Equity Distribution Agreement expired on February 5, 2008.

NOTE 11 - CAPITAL STOCK
- -----------------------

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

a) Preferred Stock

iVoice Technology is authorized to issue 1,000,000 shares of Preferred Stock,
par value $1.00 per share.

Of the 1,000,000 shares of Preferred Stock, 10,000 shares are designated Series
A 10% Convertible Preferred Stock, par value $1.00 per share, with a stated
value of $1,000. The stated value is used for calculation of dividends and
liquidation preferences. On March 12, 2008, the Company sold 1,444.44 shares of
Series A 10% Convertible Preferred Stock to iVoice, Inc. for $1,444,444.

As of December 31, 2008, 1,444.44 shares of Series A 10% Convertible Preferred
Stock are issued and outstanding.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 11 - CAPITAL STOCK (CONTINUED)
- -----------------------------------

a) Preferred Stock (continued)

The Series A 10% Convertible Preferred Stock has a feature that grants holders
the right to convert this stock into common shares based upon 80% of the lowest
price the Company has ever issued its Class A Common Stock. The fair value of
the embedded conversion was estimated at the date of issuance using the
Black-Scholes model with the following assumptions: risk free interest rate:
5.47%; expected dividend yield: 0%: expected life: 5 years; and volatility:
265.44%. Due to this conversion feature the entire investment is deemed a
dividend. For the year ended December 31, 2008, $1,444,444 of preferred stock
accretion was recognized in the consolidated statements of operations.

b) Class A Common Stock

As of December 31, 2007, there are 10,000,000,000 shares of Class A Common Stock
authorized, no par value, and 170,042,361 shares were issued, 168,847,878 shares
were outstanding, and 1,194, 483 shares were in escrow.

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.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 11 - CAPITAL STOCK (CONTINUED)
- -----------------------------------

c) Class B Common Stock

As of December 31, 2008, 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, 2008 and 2007, no shares
were issued or outstanding.

d) Class C Common Stock

As of December 31, 2008, 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, 2008 and 2007, no shares
were issued or outstanding.

NOTE 12 - STOCK OPTIONS

Stock Option Plans

During 2005, the Company adopted the 2005 Stock Incentive Plan and the 2005
Directors' and Officers' Stock Incentive Plan ("Plan") in order to attract and
retain qualified personnel. Under the Plan, the Board of Directors, in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers, directors and employees.

The Company did not issue any stock options for the years ended December 31,
2008 and 2007.

IVOICE TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2008 AND 2007

NOTE 13 - FAIR VALUE MEASUREMENTS
- ---------------------------------

On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value, provides a consistent framework for
measuring fair value under Generally Accepted Accounting Principles and expands
fair value financial statement disclosure requirements. SFAS 157's valuation
techniques are based on observable and unobservable inputs. Observable inputs
reflect readily obtainable data from independent sources, while unobservable
inputs reflect our market assumptions. SFAS 157 classifies these inputs into the
following hierarchy:

Level 1 Inputs- Quoted prices for identical instruments in active markets.
Level 2 Inputs- Quoted prices for similar instruments in active markets;
quoted prices for identical or similar instruments in markets that
are not active; and model-derived valuations whose inputs are
observable or whose significant value drivers are observable.
Level 3 Inputs- Instruments with primarily unobservable value drivers.

The following tables represent the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of
December 31, 2008 and 2007, respectively.

December 31, 2008

Level I Level II Level III Total
---------- ---------- ---------- ----------
Total Assets $ -- $ -- $ -- $ --
========== ========== ========== ==========

Convertible promissory notes $ -- $ 15,943 $ -- $ 15,943
Note payable to related parties -- 141,708 -- 141,708
Convertible debentures -- -- -- --
Derivative liabilities -- 133,212 -- 133,212
---------- ---------- ---------- ----------
Total Liabilities $ -- $ 290,863 $ -- $ 290,863
========== ========== ========== ==========

December 31, 2007

Level I Level II Level III Total
---------- ---------- ---------- ----------
Total Assets $ -- $ -- $ -- $ --
========== ========== ========== ==========

Convertible promissory notes $ -- $ -- $ -- $ --
Note payable to related parties -- 161,388 -- 161,388
Convertible debentures -- 169,375 -- 169,375
Derivative liabilities -- 1,079,256 -- 1,079,256
---------- ---------- ---------- ----------
Total Liabilities $ -- $1,410,019 $ -- $1,410,019
========== ========== ========== ==========

NOTE 14 - SUBSEQUENT EVENT
- --------------------------

On March 5, 2009, the Company amended its Certificate of Incorporation to
provide that Series A Preferred Stock shall not be convertible into any other
class of capital stock of the Company, and that such Preferred Stock will not
have any voting rights.

On March 9, 2009, the term of the employment agreement between the Company and
Jerome Mahoney, the Company's President and Chief Executive Officer, was
extended to July 31, 2016.