UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC20549

                                    FORM 8-K
                                 CURRENT REPORT

Pursuant to Section13 or15(d) of the Securities Exchange Act of1934

Date of Report (Date of earliest event reported)    (April 24, 2000)
                                                -------------------------

                                Ivoice.Com, inc.
                            (formerly ThirdCAI, INc.)
             (Exact name of registrant as specified in its charter)

Delaware                   000-29341                          86-0974165
------------------------------------------------------------------------
(State of                  (Commission                  (I.R.S. Employer
organization)              File Number)              Identification No.)
750 Highway 34, Matawan, NJ 07747
---------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code (732) 441-7700

<PAGE>

ITEM1. CHANGES IN CONTROL OF REGISTRANT

      On April 24, 2000, a change in control of ThirdCAI, Inc., (the "Company")
occurred pursuant to the Agreement and Plan of Reorganization between
iVoice.com, Inc., a Delaware corporation ("IVOC") and the persons being the
owners of record of all of the issued and outstanding stock of ThirdCAI, Inc., a
Nevada corporation (the "Company"). IVOC acquired100% of the outstanding common
stock of the Company in exchange for $150,000 and 50,000 newly issued shares of
IVOC Class A common stock. The cash payment was drawn from the working capital
of IVOC.

ITEM2. ACQUISITION OR DISPOSITION OF ASSETS

      On April 24, 2000, the Board of Directors of IVOC approved the purchase of
100% of the outstanding common stock of the Company in exchange for $150,000 and
50,000 newly issued shares of IVOC Class A common stock. The cash payment was
drawn from the working capital of IVOC. The acquisition was consummated pursuant
to the Agreement and Plan of Reorganization between iVoice.com, Inc., a Delaware
corporation and the persons being the owners of record of all of the issued and
outstanding stock of the Company.

The Company entered into a definitive agreement to acquire MaiSoft, Inc.
("MaiSoft"). As of the date of this filing, this transaction has not closed and
it is less than probable that this transaction will close. The Company will only
purchase certain software codes and MaiSoft will operate as a separate
non-related entity. (see "Notes to Financial Statements: Note 12 (a)" and
"Financial Statements for Maisoft")

ITEM5. OTHER

The Form10-SB for iVoice.com, Inc. has been included as an exhibit with this
Form 8-K.

ITEM6 RESIGNATIONS OF REGISTRANT'S DIRECTORS

On April 24,2000, Edmond L. Lonergran, the Company's sole officer and director
appointed Jerome R. Mahoney as a member of the board of directors.

On April 24,2000, the Company accepted the resignation of Edmond L. Lonergran as
a member of the board and the sole officer, effective immediately. Mr. Joel G.
Beagelman was appointed to fill the vacancy left by Mr. Lonergran's resignation.
Mr. Mahoney was also elected as Chief Executive Officer, Mr. Beagelman was also
appointed as Chief Financial Officer and Leo Pudio was also elected as
Vice-President of Operations.

ITEM7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (a) Financial Statements of Business Acquired

<PAGE>

                               INVOICE.COM, INC.
                               FINANCIAL STATEMENT

                                     INDEX

Independent Auditors' Report                            F2

Balance Sheets                                          F3

Statements of Operations                                F4

Statements of Stockholders' Equity                     F5-F6

Statements of Cash Flows                               F7-F8

Notes to Financial Statement                           F9-F26


                                      -F1-
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS' OF IVOICE.COM, INC.

We have audited the accompanying balance sheets of iVoice.com, Inc. as of
December 31, 1999 and 1998, and the related statements of operations,
stockholders' deficiency and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of iVoice.com, Inc. as of December
31, 1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1(a), the Company
had a loss and a negative cash flow from operations along with negative working
capital which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also discussed in
Note 1(a). The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                          MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                          Certified Public Accountants

New York, New York
April 24, 2000


                                     - F2 -
<PAGE>
                                 IVOICE.COM, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                       1999               1998
                                                                                   -----------        -----------
  ASSETS
CURRENT ASSETS
<S>                                                                                <C>                <C>
  Cash and cash equivalents                                                        $   195,861        $    71,328
  Accounts receivable, net of allowance for
   doubtful accounts of $50,000 and $7,500                                              31,726             46,865
  Inventory                                                                             10,140              8,457
  Prepaid expenses and other current assets                                             52,100              2,100
  Debt issue costs                                                                     362,541                 --
                                                                                   -----------        -----------
  Total current assets                                                                 652,368            128,750
Property and equipment, net of accumulated
  depreciation of $17,836 and $3,186                                                    55,408             12,743

Software license costs, net of accumulated
  amortization of $54,400                                                              489,600                 --
                                                                                   -----------        -----------

  TOTAL ASSETS                                                                     $ 1,197,376        $   141,493
                                                                                   ===========        ===========

   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Accounts payable and accrued expenses                                           $   181,754        $   132,116
   Legal settlement payable                                                          4,800,000                 --
   Due to related parties                                                               21,000             20,000
   Convertible debentures                                                              350,000                 --
   Note payable                                                                             --             12,318
                                                                                   -----------        -----------
   Total liabilities                                                                 5,352,754            164,434
                                                                                   -----------        -----------
Commitments and contingencies                                                               --                 --

STOCKHOLDERS' DEFICIENCY
   Common stock, series A - par value $.01; authorized
    75,000,000 and 40,000,000
    shares, 54,093,663 and
    10,000,000 issued and outstanding                                                  540,937            100,000
    Common stock, series B - no par value; authorized,
    issued and outstanding 700,000 and 400,000 shares                                       70                 40
    Additional paid in capital                                                       1,395,671            (85,289)
    Accumulated deficit                                                             (6,092,056)           (37,692)
                                                                                   -----------        -----------
   Total stockholders' deficiency                                                   (4,155,378)           (22,941)
                                                                                   -----------        -----------
   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $ 1,197,376        $   141,493
                                                                                   ===========        ===========

The accompanying notes are an integral part of the financial statement.


                                     - F3 -
</TABLE>
<PAGE>
                                IVOICE.COM, INC.
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                     For the Year Ended
                                                                                         December 31,
                                                                                    1999             1998
                                                                                -----------------------------
<S>                                                                             <C>               <C>
SALES, net                                                                      $   776,773       $   626,486

COST OF SALES                                                                       280,317           382,501
                                                                                -----------       -----------

GROSS PROFIT                                                                        496,456           243,985
                                                                                -----------       -----------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
   Selling expenses                                                                 168,707            33,685
   General and administrative expenses                                            1,177,730           237,306
   Bad debt expense                                                                  39,874             7,500
   Provision for obsolescence                                                        31,000                --
   Non-recurring expenses (see Note 11)                                           5,028,000                --
   Depreciation and amortization                                                     69,050             3,186
                                                                                -----------       -----------
Total selling, general and administrative expenses                                6,514,361           281,677
                                                                                -----------       -----------

LOSS FROM OPERATIONS                                                             (6,017,905)          (37,692)

OTHER EXPENSE
   Interest expense                                                                 (36,459)               --
                                                                                -----------       -----------

LOSS BEFORE INCOME TAXES                                                         (6,054,364)          (37,692)

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

NET LOSS                                                                        $(6,054,364)      $   (37,692)
                                                                                ===========       ===========

NET LOSS PER COMMON SHARE
   Basic                                                                        $      (.20)      $      (.00)
                                                                                ===========       ===========
   Diluted                                                                      $      (.20)      $      (.00)
                                                                                ===========       ===========
</TABLE>

The accompanying notes are an integral part of the financial statement.


                                     - F4 -

<PAGE>

                                     IVOICE.COM, INC.
                          STATEMENT OF STOCKHOLDERS' DEFICIENCY
                      FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
                                                             Common Stock                       Common Stock
                                                               Series A                           Series B
                                                        Shares          Amount              Shares        Amount
<S>                                                  <C>              <C>                   <C>         <C>
Balance,
January1,1998, adjusted to reflect
 outstanding shares of Visual                        10,000,000      $  100,000             400,000     $       40
Net loss for the year ended
December 31,1998                                             --              --                  --             --
                                                     ----------      ----------          ----------     ----------

Balance at December 31,1998                          10,000,000         100,000             400,000             40

Acquisition of net asset of Visual                   36,932,364         369,324             300,000             30

Issuance of common stock for
 software license costs                               3,200,000          32,000                  --             --

Issuance of common stock for
services                                              2,630,000          26,300                  --             --

Issuance of common stock for
exercise
 of stock options                                       100,000           1,000                  --             --

Issuance of common stock for cash                       981,299           9,813                  --             --

Issuance of common stock for
compensation                                            250,000           2,500                  --             --

Issuance of stock options as
compensation                                                 --              --                  --             --

Issuance of convertible bonds                                --              --                  --             --

Net loss for the year ended
December 31,1999                                             --              --                  --             --
                                                     ----------      ----------          ----------     ----------
Balance at December 31,1999                          54,093,663      $  540,937             700,000     $       70
                                                     ==========      ==========          ==========     ==========
</TABLE>

The accompanying notes are an integral part of the financial statement.


                                      -F5-

<PAGE>

                                IVOICE.COM, INC.
                STATEMENT OF STOCKHOLDERS' DEFICIENCY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                              Additional                               Total
                                                               Paid in          Accumulated        Stockholders'
                                                               Capital            Deficit           Deficiency
                                                            -----------         -----------         -----------
<S>                                                          <C>                <C>                  <C>
Balance,
January1,1998, adjusted to reflect
  outstanding shares of Visual                              $   (85,289)        $        --         $    14,751

Net loss for the year ended
December 31,1998                                                     --             (37,692)            (37,692)
                                                            -----------         -----------         -----------
Balance at December 31,1998                                     (85,289)            (37,692)            (22,941)

Acquisition of net asset of Visual                             (231,354)                 --             138,000

Issuance of common stock for
 software license costs                                         512,000                  --             544,000

Issuance of common stock for
services                                                        264,500                  --             290,800

Issuance of common stock for
exercise
 of stock options                                                13,000                  --              14,000

Issuance of common stock for cash                               231,314                  --             241,127

Issuance of common stock for
compensation                                                     85,000                  --              87,500

Issuance of stock options as
compensation                                                    256,500                  --             256,500

Issuance of convertible bonds                                   350,000                  --             350,000

Net loss for the year ended
December 31,1999                                                     --          (6,054,364)         (6,054,364)
                                                            -----------         -----------         -----------

Balance at December 31,1999                                 $ 1,395,671         $(6,092,056)        $(4,155,378)
                                                            ===========         ===========         ===========
</TABLE>

The accompanying notes are an integral part of the financial statement.


                                     - F6 -
<PAGE>
                                IVOICE.COM, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           For the Year Ended
                                                                                              December 31,
                                                                                        1999               1998
                                                                                   -----------        ------------
<S>                                                                                 <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                                                         $(6,054,364)       $   (37,692)
  Adjustments to reconcile net loss to net
   cash (used in) provided by operating activities
  Depreciation and amortization                                                         69,050              3,186
  Bad debt expense                                                                      42,500              7,500
  Provision for obsolescence                                                            31,000                 --
  Legal settlement expense                                                           4,500,000                 --
  Debt issue expense                                                                    32,959                 --
  Common stock issued for consulting services                                          290,800
  Common stock issued for compensation                                                  56,500                 --
  Stock options issued as compensation                                                 256,500                 --
    Changes in certain assets and liabilities:
    Increase in accounts receivable                                                    (27,361)            (4,365)
    Decrease in inventory                                                               81,191              4,075
    Increase in prepaid expense                                                             --                 --
    Increase in accounts payable and
      accrued expenses                                                                  49,638            116,416
    Increase in legal settlement payable                                               300,000                 --
                                                                                   -----------        -----------
Total cash (used in) provided by operating activities                                 (371,587)            89,120
                                                                                   -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                                    (1,189)            (5,186)
                                                                                   -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                             255,127                 --
  Prepaid offering and debt issue costs                                                (95,500)                --
  Repayment of notes payable                                                           (12,318)           (27,554)
  Sale of convertible debentures                                                       350,000                 --
                                                                                   -----------        -----------
Total cash provided by (used in) financing activities                                  497,309            (27,554)
                                                                                   -----------        -----------

NET INCREASE IN CASH AND  CASH EQUIVALENTS                                             124,533             56,380

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                           71,328             14,948
                                                                                   -----------        -----------
CASH AND CASH EQUIVALENTS - END OF YEAR                                            $   195,861        $    71,328
                                                                                   ===========        ===========

CASH PAID DURING THE YEAR FOR:
  Interest expense                                                                 $    41,708        $        --
                                                                                   ===========        ===========
  Income taxes                                                                     $        --        $        --
                                                                                   ===========        ===========
</TABLE>

The accompanying notes are an integral part of the financial statement.


                                     - F7 -
<PAGE>
                                    IVOICE.COM, INC.
                           STATEMENTS OF CASH FLOWS (Continued)
                                DECEMBER 31, 1999 AND 1998

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

      a)    On May 21, 1999, the Company executed a Reorganization Agreement
            that provided that the Company and International Voice Technologies,
            Corp. ("IVT") would be merged and the Company would be the surviving
            entity. In connection with the merger transaction, the sole
            shareholder of IVT, received the following:

            i) 10,000,000 shares of the Company's Class A common stock and
            ii) 400,000 shares of the Company's Class B common stock.

      b)    On May 14, 1999, the Company issued 9,000,000 stock options to
            purchase the Company's class A common stock for $.033 per share.

      c)    On June 15, 1999, the Company issued 250,000 shares of Class A
            common stock in relation to an employee agreement.

      d)    On June 25, 1999, the Company issued 3,200,000 shares of the their
            Class A common stock valued at .17 per share or $544,000 in
            connection with the purchase of pre-developed software codes.

      e)    In connection with the Reorganization Agreement, the stock price was
            calculated using an average of the share price before the merger
            when the agreement was accepted. A consulting company received
            2,000,000 shares of the Company's Class A common stock, valued at
            .114 per share or $228,000 for services performed during April and
            May 1999.

      f)    The Company issued 230,000 shares of its Class A common stock valued
            at $30,800 for services performed relating to the merger during May
            1999.

      g)    The Company issued 400,000 shares of its Class A common stock for
            legal services valued at $32,000 for services performed relating to
            the merger during April and May 1999.

      h)    The Company incurred non-cash debt issue costs totaling $350,000 in
            relation to their 50% discount on the issuance of the 12%
            convertible bonds (see Note 7).

      i)    As described in notes 8(f) and 12(b), the Company issued 2,000,000
            shares of its Class A common stock valued at $4,500,000 in relation
            to a legal settlement.

The accompanying notes are an integral part of the financial statement.


                                          - F8 -

<PAGE>

                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)    Basis of Presentation

            The accompanying financial statements include the accounts of
            iVoice.com, Inc. (the "Company"), formerly known as Visual Telephone
            International, Inc. ("Visual"), which was incorporated under the
            laws of Utah on December 2, 1995, subsequently changed to Delaware.

            Effective May 21, 1999, Visual and International Voice Technologies,
            Corp. ("IVT") entered into a merger agreement whereby the Company
            would be the surviving entity (see Note 2 for Reorganization). As a
            result, IVT's former shareholder obtained control of Visual. For
            accounting purposes, this acquisition has been treated as a
            recapitalization of IVT.

            The financial statements presented include only the accounts of IVT
            from its inception (December 17, 1997 - operations began January
            1998) through May 21, 1999, and that of iVoice (Visual and IVT
            merged) from May 22, 1999 through December 31, 1999.

            The Company is publicly traded and is currently exempt from the
            requirement to register with a non-reporting public company traded
            on the Over The Counter Bulletin Board ("OTCBB"). The Company is
            required to become a fully reporting company by May 24, 2000 in
            order to continue to be quoted on the OTCBB.

            As reflected in the accompanying financial statements, the Company
            had a loss and a negative cash flow from operations as well as a
            negative working capital as of December 31, 1999. These matters
            raise substantial doubt about the Company's ability to continue as a
            going concern.

            In view of the matters described in the preceding paragraph,
            recoverability of a major portion of the recorded asset amounts
            shown in the accompanying balance sheet is dependent upon continued
            operations of the Company which, in turn, is dependent upon the
            Company's ability to continue to raise capital and generate positive
            cash flows from operations. The financial statements do not include
            any adjustments relating to the recoverability and classification of
            recorded asset amounts or amounts and classifications of liabilities
            that might be necessary should the Company be unable to continue its
            existence.

            Management plans to take the following steps that it believes will
            be sufficient to provide the Company with the ability to continue in
            existence:

      (i)   The Company has entered into a letter of intent with an investment
            banking firm to raise between $1,000,000 to $5,000,000 in
            convertible debentures (see Note 12g).

      (ii)  Re-negotiate the terms relating to their 12% convertible
            debentures (see Notes 7 and 12m).


                                     - F9 -


<PAGE>
                                     IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)    Basis of Presentation (continued)

            (iii) Structure arrangements for the provision of services by
                  outside consultants and third party providers in a manner
                  which reserves the cash flow of the Company, such as through
                  agreements which require those consultants or service
                  providers to take a portion of any agreed-upon fee in stock or
                  stock options (see Note 12).
            (iv)  Expand the company through acquisitions that will enable the
                  Company to integrate new technology with their existing
                  technology (see Note 12a).
            (v)   Expand their sales force to help grow sales.

      b)    Line of Business
            The Company is a communication company primarily engaged in the
            development, manufacturing and marketing of voice and computer
            technology communication systems for small-to-medium sized
            businesses and corporate departments. The technology allows these
            businesses to communicate more effectively by integrating their
            traditional office telephone systems with voicemail, automated
            attendant and Interactive Voice Response ("IVR") functions. IVR
            products allow information in PC databases to be accessed from a
            standard touch-tone telephone system. The Company sells its products
            through Dealer and Reseller channels as well as through OEM
            agreements with certain telecommunications and networking companies
            throughout the United States.

      c)    Use of Estimates
            The preparation of financial statements in conformity with generally
            accepted accounting principles 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 financial statements and the reported amounts of revenue
            and expenses during the reporting period. Actual results could
            differ from those estimates.

      d)    Revenue Recognition
            The Company obtains its income from the sale of its systems and from
            commissions obtained from securing telephone usage contracts for a
            regional telecommunications company. These commissions are a monthly
            percentage of the gross usage charges of the customers obtained by
            the Company. The Company recognizes revenue at the time of shipment
            for sales of systems which do not require customization to be
            performed by the Company. Revenue for systems which require
            customization to be performed by the Company are recognized by the
            contract method of accounting, using percentage of completion for
            larger more complex systems (generally over a $25,000 sales price).
            Progress toward completion is measured by costs incurred to date as
            a percentage of total estimated costs for each contract. Unbilled
            receivables accrued under percentage of completion method amounted
            to $-0- as of December 31, 1999 and 1998, respectively. The
            completed contract method is used for smaller systems.


                                     - F10 -

<PAGE>
                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      d)    Revenue Recognition (continued)
            The Company recognizes revenue from services at the time the service
            is performed or over the period of the contract for
            maintenance/support.

      e)    Advertising Costs
            Advertising costs are expensed as incurred and are included in
            selling expenses. For the years ended December 31, 1999 and 1998,
            advertising expense amounted to $42,136 and $0, respectively.

      f)    Cash and Cash Equivalents
            The Company considers all highly liquid investments purchased with
            original maturities of three months or less to be cash equivalents.

      g)    Concentration of Credit Risk
            The Company places its cash in what it believes to be credit-worthy
            financial institutions. However, cash balances exceeded FDIC insured
            levels at various times during the year.

      h)    Inventory
            Inventory, consisting primarily of system components, is valued at
            the lower of cost or market. Cost is determined on a first-in,
            first-out basis.

      i)    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.

      j)    Software License Cost
            Software license costs are recorded at the lower of cost or 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 patented by Parawan Electronics,
            Corp. ("Parawan"), a non-related third party. As of December 31,
            1999, these costs are capitalized pursuant to Statement of Financial
            Accounting Standards ("SFAS") 86, paragraph 7 and are being
            amortized using the straight-line method over a period of five
            years. As described in Note 1 o), the Company has adopted SFAS No.
            121. The carrying value of software license costs are regularly
            reviewed by the Company and a loss would be recognized if the value
            of the estimated un-discounted cash flow benefit related to the
            asset falls below the unamortization cost. No impairment loss should
            be recognized as of December 31, 1999.


                                     - F11 -
<PAGE>
                                     IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      k)    Income Taxes
            Income taxes are provided for based on the liability method of
            accounting pursuant to SFAS No. 109, "Accounting for Income Taxes".
            The liability method requires the recognition of deferred tax assets
            and liabilities for the expected future tax consequences of
            temporary differences between the reported amount of assets and
            liabilities and their tax basis.

      l)    Offering Costs
            Offering costs consist primarily of professional fees. These costs
            are charged against the proceeds of the sale of common stock in the
            periods in which they occur. As of December 31, 1999 the Company has
            prepaid offering costs totaling $50,000.

      m)    Debt Issue Costs
            Debt issue costs represent various commissions paid and the
            estimated cost of the 50% conversion discount feature relating to
            the issuance of the Company's convertible debentures. These costs
            are being amortized over the life of the debt (see Note 7).

      n)    Fair Value of Financial Instruments
            The carrying value of cash and cash equivalents, accounts
            receivable, inventory, accounts payable and accrued expenses and
            deferred revenue approximates fair value due to the relatively short
            maturity of these instruments.

      o)    Long-Lived Assets
            SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
            and for Long-Lived Assets to be Disposed of", requires that
            long-lived assets and certain identifiable intangibles to be held
            and used or disposed of by an entity be reviewed for impairment
            whenever events or changes in circumstances indicate that the
            carrying amount of an asset may not be recoverable. The Company has
            adopted this statement and determined that an impairment loss should
            not be recognized for applicable assets of continuing operations.

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

            The computation of basic earnings per share is computed by dividing
            income available to common stockholders by the weighted average
            number of outstanding common shares during the period. Diluted
            earnings per share gives effect to all dilutive potential common
            shares outstanding during the period. The computation of diluted EPS
            does not assume conversion, exercise or contingent exercise of
            securities that would have an anti-dilutive effect on earnings. The
            shares used in the computations are as follows:


                                     - F12 -

<PAGE>

                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      p)    Earnings per share (continued)

                                                  As December 31,
                                                1999           1998
                                                ----           ----
            Basic and Diluted EPS           30,500,000      10,000,000
                                            ==========      ==========

      q)    Comprehensive Income
            SFAS No. 130, "Reporting Comprehensive Income", establishes
            standards for the reporting and display of comprehensive income and
            its components in the financial statements. The items of other
            comprehensive income that are typically required to be displayed are
            foreign currency items, minimum pension liability adjustments, and
            unrealized gains and losses on certain investments in debt and
            equity securities. As of December 31, 1999 and 1998, the Company has
            no items that represent comprehensive income, and thus, has not
            included a statement of comprehensive income.

      r)    Recent Accounting Pronouncements
            SFAS No. 131, "Disclosure About Segments of an Enterprise and
            Related Information" changes the way public companies report
            information about segments. SFAS No. 131, which is based on the
            selected segment information quarterly and entity-wide disclosures
            about products and services, major customers, and the material
            countries in which the entity holds assets and reports revenue. This
            statement is effective for the Company's 1999 fiscal year. The
            Company is in the process of evaluating the disclosure requirements
            under this standard.

            SFAS No. 133, "Accounting for Derivative Instruments and for Hedging
            Activities" requires that certain derivative instruments be
            recognized in balance sheets at fair value and for changes in fair
            value to be recognized in operations. Additional guidance is also
            provided to determine when hedge accounting treatment is appropriate
            whereby hedging gains and losses are offset by losses and gains
            related directly to the hedged item. While the standard, as amended,
            must be adopted in the fiscal year beginning after June 15, 2000,
            its impact on the Company's consolidated financial statements is not
            expected to be material as the Company has not historically used
            derivative and hedge instruments.

            Statement of Position ("SOP") No. 98-1 specifies the appropriate
            accounting for costs incurred to develop or obtain computer software
            for internal use. The new pronouncement provides guidance on which
            costs should be capitalized, and over what period such costs should
            be amortized and what disclosures should be made regarding such
            costs. This pronouncement is effective for fiscal years beginning
            after December 15, 1998, but earlier application is acceptable.
            Previously capitalized costs will not be adjusted. The Company
            believes that it is already in substantial compliance with the
            accounting requirements as set forth in this new pronouncement and
            therefore believes that adoption will not have a material effect on
            financial condition or operating results.


                                      -F13-

<PAGE>

                                     IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      r)    Recent Accounting Pronouncements (continued)
            SOP No. 98-5 requires that companies write-off defined previously
            capitalized start-up costs including organization costs and expense
            future start-up costs as incurred. The Company believes that it is
            already in substantial compliance with the accounting requirements
            as set forth in this new pronouncement and therefore believes that
            adoption will not have a material effect on financial condition or
            operating results.

NOTE 2 - CORPORATE REORGANIZATION AND MERGER

            On May 21, 1999, the Company executed a Reorganization Agreement
            (the "Agreement") that provided that the Company and International
            Voice Technologies, Corp. ("IVT") would be merged and the Company
            would be the surviving entity. On May 25, 1999, a certificate of
            merger was filed with the State of Delaware. In connection with the
            merger transaction, the sole shareholder of IVT, received the
            following:

                  i)    10,000,000 shares of the Company's Class A common stock;
                        and

                  ii)   400,000 shares of the Company's Class B common stock.

            In addition, the two controlling shareholders of Visual sold 300,000
            shares of the Company's Class B common stock to IVT's sole
            shareholder and concurrently canceled a total of 2,000,000 shares of
            their Class A common stock.

            The Agreement also provided that certain assets of the Company would
            be transferred to Communications Research, Inc., ("CRI"), a wholly
            owned subsidiary of Visual. It also provided that the shares of CRI
            would be distributed pro rata to the Class A shareholders of the
            Company before the issuance of the 10,000,000 shares to the sole
            shareholder of IVT. The stock of CRI was distributed at the rate of
            one share of CRI for each four shares of the Company's Class A
            stock.

            A finder's fee of 2,000,000 shares was issued on August 30, 1999, in
            connection with the reorganization.


                                      -F14-
<PAGE>
                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 2 - CORPORATE REORGANIZATION AND MERGER (Continued)

            This merger transaction has been accounted for in the financial
            statements as a public shell merger. As a result of this transaction
            the former shareholders of IVT acquired or exercised control over a
            majority of the shares of Visual. Accordingly, the transaction has
            been treated for accounting purposes as a recapitalization of IVT
            and, therefore, these financial statements represent a continuation
            of the legal entity, IVT, not Visual, the legal survivor.
            Consequently, the comparative figures are those of iVoice.com.
            Because the historical financial statements are presented in this
            manner, proforma financial statements are not required.

            In accounting for this transaction:

            i)    IVT is deemed to be the purchaser and surviving company for
                  accounting purposes. Accordingly, its net assets are included
                  in the balance sheet at their historical book values;

            ii)   Control of the net assets and business of Visual was acquired
                  effective May 21, 1999 (the "Effective Date"). This
                  transaction has been accounted for as a purchase of the assets
                  and liabilities of Visual by IVT at the fair value of
                  $138,000. The historical cost of the net assets acquired was
                  $90,780. A summary of the assigned values of the net assets
                  acquired is as follows:

                       Cash and cash equivalents    $      191
                        Property and equipment         138,809
                          Accrued expenses              (1,000)
                                                    ----------
                          Net assets acquired       $  138,000
                                                    ==========

            iii)  The statements of operations and cash flows include IVT's
                  results of operations and cash flows from January 1, 1998
                  (date operations began) and Visual's results of operations
                  from the Effective Date.


                                      -F15-
<PAGE>

                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 3 -    PROPERTY AND EQUIPMENT

            Property and equipment is summarized as follows:

                                                        December 31,
                                                     1999          1998
                                                    ------        ------
            Equipment                              $ 8,932       $  8,186
            Furniture and fixtures                  64,312          7,743
                                                   -------       --------
                                                    73,244         15,929
            Less:  Accumulated depreciation        (17,836)        (3,186)
                                                  --------       --------
               property and equipment, net         $55,408       $ 12,743
                                                   =======       ========

            Depreciation expense for the years ended December 31, 1999 and 1998
            was $14,650 and $3,186, respectively.

NOTE 4 - INCOME TAXES

            The components of the provision for income taxes are as follows:

                                                            December 31,
                                                            ------------
                                                           1999         1998
                                                         --------     --------
               Current Tax Expense
                 U.S. Federal                            $      -     $      -
                 State and Local                                -            -
                                                         --------     --------
               Total Current                                    -            -
                                                         --------     --------

               Deferred Tax Expense
                 U.S. Federal                                   -            -
                 State and Local                                -            -
                                                         ---------    --------
               Total Deferred                                   -            -
                                                         ---------    --------
               Total Tax Provision from
                   Continuing Operations$                $      -     $      -
                                                         =========    ========

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

               Federal Income Tax Rate                       (34.0)%
                 Deferred Tax Charge (Credit)                     -
                 Effect on Valuation Allowance                 34.0%
               State Income Tax, Net of Federal Benefit           -
                                                            -------
               Effective Income Tax Rate                        0.0%
                                                            =======

                                      -F16-

<PAGE>
                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 4 - INCOME TAXES (Continued)

            As of December 31, 1999 and 1998, the Company had net carryforward
            losses of approximately $1,700,000 and $38,000 that can be utilized
            to offset future taxable income through 2014. Utilization of these
            net carryforward losses is subject to the limitations of Internal
            Revenue Code Section 382. Because of the current uncertainty of
            realizing the benefit of the tax carryforward, a valuation allowance
            equal to the tax benefit for deferred taxes has been established.
            The full realization of the tax benefit associated with the
            carryforward depends predominantly upon the Company's ability to
            generate taxable income during the carryforward period.

            Deferred tax assets and liabilities reflect the net tax effect of
            temporary differences between the carrying amount of assets and
            liabilities for financial reporting purposes and amounts used for
            income tax purposes. Significant components of the Company's
            deferred tax assets and liabilities are summarized as follows:

                                                           December 31
                                                        1999        1998
                                                      --------    --------
               Net Operating Loss Carryforwards       $578,000    $12,920
               Less:  Valuation Allowance             (578,000)   (12,920)
                                                     ---------    --------
               Net Deferred Tax Assets                $      -    $      -
                                                     =========    ========

            Net operating loss carryforwards expire starting in 2007 through
            2014.

NOTE 5 - DUE TO RELATED PARTY

            As of December 31, 1999 and 1998, due to related parties represents
            non-interest bearing advances of $21,000 and $20,000, respectively,
            from an officer (see also Notes 8, 9 and 10).

NOTE 6 - NOTE PAYABLE

            Note payable represented a $12,318 note payable to the Bank of New
            York, as of December 31, 1998. The note has been repaid as of
            December 31, 1999.

                                      -F17-

<PAGE>

                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 7 - CONVERTIBLE DEBENTURES

            Convertible debentures consisted of six notes payable totaling
            $350,000 bearing interest at 12% per annum payable on December 1,
            2000, which were sold by the Company to non-related third parties as
            of December 1, 1999. These debentures are convertible into shares of
            the Company's Class A Common Stock at the option of the holder by
            dividing the outstanding principal and interest by the conversion
            price which shall equal 50% of the average bid price during the 20
            trading days before the conversion date. The convertible debentures
            are subject to default if the Company has not registered its shares
            under a regulation offering within 150 days of the effective date of
            the debentures (also see Note 1(m)).

NOTE 8 - COMMITMENTS AND CONTINGENCIES

            a)    The Company's future minimum annual aggregate rental payments
                  required under operating that have initial or remaining
                  non-cancelable lease terms in excess of one year are as
                  follows:

                   December 31,
                   2000                                       $   51,000
                   2001                                           44,800
                                                              ----------
                     Total                                    $   95,800
                                                              ==========

            Rent expense under operating leases for the year ended December 31,
            1999 and 1998 was $70,185 and $1,000, respectively.

            b)    The Company is committed to a monthly lease agreement for
                  their office currently utilized as the corporate headquarters.
                  Monthly lease payments total $1,450.

            c)    During May 1999, the Company entered into a five year
                  employment agreement with its majority shareholder (the
                  "Executive"). He will serve as the Company's Chairman of the
                  Board and its Chief Executive Officer for a term of five
                  years. As consideration, the Company agrees to pay the
                  Executive a sum of $180,000 the first year with a 10% increase
                  every year thereafter.

            d)    In connection with the Reorganization Agreement, the Company
                  entered into a five-year consulting agreement with one of
                  Visual's Directors (the "Director"). The agreement provides
                  that the Director will devote his part-time efforts to:

                  o     coordinating investor and public relations, including
                        working with investment bankers in connection with
                        public or private equity or debt funding ventures;

                  o     facilitating the preparation and filing of a Form 10 or
                        Form 10-SB registration statement with the Securities
                        and Exchange Commission (the "SEC"),


                                      -F18-
<PAGE>

                                     IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

                  o     the subsequent preparation and filing of periodic
                        reports with the SEC;

                  o     seeking and evaluating potential business or product
                        line acquisitions;

                  o     seeking potential sources of debt or equity financing
                        for the Company's business activities or growth; and

                  o     monitoring, and reporting to management of the Company
                        on a monthly basis of, the activities of each of the
                        subsidiaries, if any, of the Company; and such other
                        activities as shall be mutually agreed upon by the
                        parties.

                  As compensation for his services, the Director shall receive a
                  fee of $104,000 per year provided, however, that such fee
                  shall be paid only from up to 10% of any equity or debt funds
                  raised by the Company. If such funds are not available for
                  payment of the consulting fee when due, such amount shall be
                  accrued and paid by the Company as soon as such equity or debt
                  funds are received by the Company. If any accrued consulting
                  fees are outstanding at the termination of the Agreement, the
                  Company will have no further obligation to pay the Consultant
                  any accrued fees. As consideration for entering into the
                  Consulting Agreement, the Director received 50,000 shares of
                  common stock of a public company received by Visual in a
                  Settlement Agreement dated March 5, 2000.

      e)    On June 2, 1999, subsequently amended January 11, 2000, the Company
            entered into a three-year employment agreement, expiring on May 31,
            2002, with an employee. As compensation, such employee will receive
            a base salary and

            1)    options to purchase 140,000 shares of the Company's Class A
                  common stock; and
            2)    250,000 shares of the Company's Class A common stock.

      f)    The Company is a party to a lawsuit initiated by an individual on
            November 1, 1999 relating to an investment made into an entity
            called IVS Corp. ("IVS"). This investment was made between the years
            1994 and 1996. IVS was incorporated in 1993 and ceased operations in
            November, 1997. The majority shareholder of IVS is the majority
            shareholder and CEO of the Company. The Company believes this
            lawsuit should not exceed $4,800,000 and accordingly has established
            a reserve in accounts payable and accrued expenses. The Company
            settled this lawsuit during March 2000 (also see Note 12).


                                      -F19-


<PAGE>

                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 9 - COMMON STOCK

            The company has two issuances of common stock:

            a)    Class A Common Stock
                  Class A common stock consists of 75,000,000 shares of
                  authorized common stock with a par value of $.01. Class A
                  stock has voting rights of 1:1 and as of December 31, 1999 and
                  1998, 54,083,663 and 10,000,000 were issued and outstanding,
                  respectively.

                  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 the payment of
                  dividends. As of December 31, 1999 and 1998, the Company has
                  not paid any dividends on its Common Stock.

            b)    Class B Common Stock
                  Class B Common Stock consists of 700,000 shares of authorized
                  common stock with no intrinsic value. Class B stock has voting
                  rights of 100 to 1 with respect to Class A Common Stock. As of
                  December 31, 1999 and 1998, 700,000 and 400,000 were issued
                  and outstanding, respectively (see Note 2). Class B common
                  stockholders are not entitled to receive dividends (see Note
                  12h).

NOTE 10 - STOCK OPTIONS

            During 1997, the Company issued the following options:

            a)    On December 15, 1997, issued options to purchase 75,866 shares
                  of Class A common stock at $.12, which expired on December 15,
                  1999.

            During 1998, the Company issued various options as follows:

            b)    On January 1, 1998, issued options to purchase 400,000 shares
                  of Class A common stock, at an average exercise price of $1.33
                  for services, with expiration on January 1, 2001.

            c)    On July 13, 1998, issued options to purchase 50,000 shares of
                  Class A common stock at $.10 per share expiring in 12 months
                  (expired).

            d)    On July 14, 1998, issued options to purchase 195,185 shares of
                  Class A common stock at $.1035 for investment banking
                  services, exercisable within three years (see note 10).


                                      -F20-

<PAGE>
                                     IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 10 - STOCK OPTIONS (Continued)

            e)    On October 5, 1998, issued options to purchase 1,000,000
                  shares of Class A common stock at $.03 (exercised).

            f)    On November 23, 1998, issued options to purchase 300,000
                  shares of Class A common stock at $.05 (exercised).

            g)    On December 22, 1998, issued options to purchase 10,000 shares
                  of Class A common stock at $.10 for investment banking
                  services.

            During 1999, the Company issued various options as follows:

            h)    On January 5, 1999, issued options to purchase 10,000 share of
                  Class A common stock at $.12 per share expiring in five years.

            i)    On January 21, 1999, issued options to purchase 10,000 shares
                  of Class A common stock at $.107 per share expiring in five
                  years.

            j)    On February 5, 1999, issued options to purchase 10,000 shares
                  of Class A common stock at $.107 per share expiring in five
                  years.

            k)    On March 17, 1999, issued options to purchase 10,000 shares of
                  Class A common stock at $.107 per share expiring in five
                  years.

            l)    On April 6, 1999, issued options to purchase 10,000 shares of
                  Class A common stock at $.107 per share expiring in five
                  years.

            m)    On May 14, 1999, the Company issued an option to purchase
                  9,000,000 shares of Class A Common Stock at $.033 per share
                  expiring in five years.

            Options outstanding, except options under employee stock option plan
            are as follows as of December 31,1999:


                                      -F21-

<PAGE>
                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 10 -   STOCK OPTIONS (Continued)

            Expiration Date                      Exercise Price      Shares
            ---------------                      --------------      ------
            a) December 15, 1999 (Expired)            .1200          75,866
            c) July 13, 1999 (Expired)                .1000          50,000
            d) July 14, 2001                          .1035         195,185
            b) January 1, 2001                        .3100         100,000
            b) January 1, 2001                       1.0000         100,000
            b) January 1, 2001                       2.0000         200,000
            g) December 22, 2003                      .1000          10,000
            h-l)January - April 2004                  .1096          50,000
                                                                   --------
                                                                    781,051
                                                                   ========

            n)    Employee Stock Option Plan
                  During the year ended December 31, 1999, the Company adopted
                  the Employee Stock Option 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 at no less than 85% of the market price on the
                  date the option is granted. Options generally vest over four
                  years and have a maximum term of five to ten years. During the
                  year ended December 31, 1999, 20,000,000 shares were reserved
                  for future issuance under the plan of which 9,510,000 shares
                  were granted subsequent to the adoption as detailed below:

               Optionee               Date               #Shares        Price
            -----------------        --------           ---------       -----
            Joel Beagleman           05/14/99           9,000,000       0.033
            Leo Pudlo                06/15/99             140,000       0.350
            Carolyn Mikuski          08/02/99              10,000       0.290
            Arlene Wiko              08/02/99               5,000       0.290
            Peter Spohrer            08/02/99              20,000       0.290
            Randy Gerber             08/02/99               5,000       0.290
            David B. Alberding       09/07/99              20,000       0.210
            Robert Weist             08/02/99              20,000       0.290
            Greg M. Shanken          10/15/99              20,000       0.160
            John Bianco              11/08/99             100,000       0.165
            John Bianco              11/08/99             150,000       0.210
            Derek Rowe               12/27/99              20,000       0.350
                                                        ---------
                                                        9,510,000


                                      -F22-
<PAGE>

                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 10 - STOCK OPTIONS (Continued)

            The Company has adopted only the disclosure provisions of SFAS No.
            123. It applies Accounting Principles Bulletin ("APB") Opinion No.
            25, "Accounting for Stock Issued to Employess", and its related
            interpretations in accounting for its plan. It does not recognize
            compensation expense for its stock-based compensation plan other
            than for restricted stock and options/warrants issued to outside
            third parties. If the Company had elected to recognize compensation
            expense based upon the fair value at the grant date for awards under
            its plan consistent with the methodology prescribed by SFAS No. 123,
            the Company's net loss and loss per share would be increased to the
            proforma amounts indicated below:

                                                       For The Year Ended,
                                                           December 31,
                                                           ------------
                                                        1999             1998
                                                    -----------        --------
              Net Loss
                 As Reported                        $(1,662,702)       $     --
                                                    ===========        ========
                 Proforma                           $(1,945,123)       $     --
                                                    ===========        ========

              Basic Loss Per Share
                 As Reported                        $     (.026)       $     --
                                                    ===========        ========
                 Proforma                           $     (.031)       $     --
                                                    ===========        ========

            These proforma amounts may not be representative of future
            disclosures because they do not take into effect proforma
            compensation expense related to grants made before 1997. The fair
            value of these options were estimated at the date of grant using the
            Black-Scholes option-pricing model with the following
            weighted-average assumptions for the years ended December 31, 1999
            and 1998: dividend yield of 0%; expected volatility of 320%;
            risk-free interest rates of 5.84%; and expected life of 3.0 years.

            The Black-Scholes option valuation model was developed for use in
            estimating the fair value of traded options, which have no vesting
            restrictions and are fully transferable. In addition, option
            valuation models require the input of highly subjective assumptions
            including the expected stock price volatility. Because the Company's
            employee stock options have characteristics significantly different
            from those of traded options, and because changes in the subjective
            input assumptions can materially affect the fair value estimate, in
            management's opinion, the existing models do not necessarily provide
            a reliable single measure of the fair value of its employee stock
            options.

                                      -F23-
<PAGE>

                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 10 -      STOCK OPTIONS (Continued)

The following summarizes the stock option and warrant transactions:

                                            Weighted       Other      Weighted
                                 Employee   Average       Options     Average
                            Stock Options   Exercise        and       Exercise
                              Outstanding    Price       Warrants      Price
                               ----------   --------    ----------    --------
Balance, December 31, 1997             --   $     --        75,866    $   0.12
  Granted                              --   $     --     1,955,185    $   0.06
  Exercised                            --   $     --    (1,300,000)       0.03
  Canceled                             --   $     --            --          --
                               ----------   --------   -----------    --------

Balance, December 31, 1998             --   $     --       731,051    $   0.12
  Granted                       9,510,000   $    .03        50,000    $   0.11
  Exercised                                       --   $        --    $     --
  Canceled                             --   $     --      (125,866)   $   0.11
                               ----------   --------   -----------    --------

Balance, December 31, 1999      9,510,000   $    .03       655,185    $   0.12
                               ----------   --------   -----------    --------

Outstanding and Exercisable,
 December 31, 1998                     --   $     --       731,051    $   0.12
                               ----------   --------   -----------    --------

Outstanding and Exercisable,
 December 31, 1999             9,000,000$         03       655,185    $   0.12
                               ----------   --------   -----------    --------

            The weighted average remaining contractual lives of the employee
            stock options is 2.5 years at December 31, 1999.

NOTE 11 - NON-RECURRING EXPENSES

            Non-recurring expenses consisted of the following for the year ended
December 31, 1999:

            a)   Legal Settlements         $ 4,800,000
            b)   Merger Costs                  228,000
                                           -----------
            Total non-recurring expenses$    5,028,000
                                           ===========

            a)    The Company recognized $4,800,000 of expenses relating to
                  legal settlements. During February 2000, the Company settled a
                  lawsuit and agreed to pay $300,000 in cash and issue 2,000,000
                  shares of its Class A restricted common stock valued at
                  $4,500,000 (see Note 12b).

                                      -F24-

<PAGE>
                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 11 - NON-RECURRING EXPENSES (Continued)

            b)    In connection with the Reorganization Agreement, a consulting
                  company received 2,000,000 shares of the Company's Class A
                  common stock, valued at .114 per share or $228,000 for
                  services performed. These shares were for services performed
                  during the merger (see Note 2).

NOTE 12 - SUBSEQUENT EVENTS

            a)    On March 27, 2000, the Company entered into a definitive
                  agreement to acquire MaiSoft, Inc. ("MaiSoft"). MaiSoft
                  possesses unified messaging technology which will be
                  integrated with the Company's present technology. The terms of
                  the agreement specify that the Company will pay $1,000,000 in
                  cash and issue 2,400,000 shares of its class A common stock in
                  exchange for certain assets of Maisoft. The agreement is
                  subject to a repricing mechanism after one year based upon
                  certain levels of the Company's common stock price. As of the
                  date of this report, this transaction has not closed and it is
                  less than probable that this transaction will close.

            b)    During February 2000, the Company settled a lawsuit (see Note
                  8F). As settlement, the Company paid $300,000 in cash and
                  issued 2,000,000 shares of its Class A restricted common stock
                  valued at $4,500,000.

            c)    During March 2000, the Company increased its authorized shares
                  of its Class A common stock from 75,000,000 to 150,000,000.

            d)    During March 2000, 195,185 of outstanding stock options were
                  exercised.

            e)    During January, February and March 2000, the Company issued
                  four additional 12% secured convertible debentures due
                  December 1, 2000, totaling $150,000.

            f)    On April 21, 2000, the Company executed an agreement and plan
                  of reorganization with ThirdCAI, Inc. ("ThirdCAI"), a fully
                  reporting holding company. The agreement stipulates that
                  ThirdCAI and the Company would be merged and the Company would
                  be the surviving entity. The Company will issue 50,000 shares
                  for all outstanding shares of ThirdCAI. A finders fee of
                  $150,000 is also payable in relation to the agreement

            g)    On April 19, 2000, the Company entered into a letter of intent
                  with an investment banking firm to issue a minimum of
                  $1,000,000 and a maximum of $5,000,000 of 6% convertible
                  debentures, due in one year, on a "best efforts" basis, as
                  follows:

                  i)    $1,000,000 to $2,500,000 funded by May 10, 2000; and
                  ii)   $1,000,000 to $2,500,000 funded within 60 days of the
                        initial closing on May 10, 2000.


                                      -F25-

<PAGE>
                                IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 12 - SUBSEQUENT EVENTS (Continued)

            The debentures are convertible at the lessor of :

                  (a)   50% discount of the lowest closing bid price from April
                        18, 2000 until the date of the initial closing; or

                  (b)   a 50% discount, utilizing a twenty (20) day average
                        closing bid price to the market price at the time of
                        conversion for the first $2,500,000 raise. The second
                        $2,500,000 raise will be convertible at a 50% discount,
                        utilizing a twenty (20) day average closing bid price to
                        the market price at the time of conversion. The
                        Debenture may be converted at any time and must be
                        converted within one year from the date of an effective
                        registration.

                  The debentures and underlying securities shall be registered
                  by an appropriate registration statement filed no later than
                  sixty (60) days from the date of the initial closing of this
                  offering.

            h)    On April 24, 2000, the Company filed to amend its Articles of
                  Incorporation to state that Class B common stock is
                  convertible into its Class A common stock at a conversion rate
                  of one share of Class B common stock for one hundred shares of
                  Class A common stock. The conversion ratio is in relation to
                  the voting ratio.

            i)    On April 24, 2000, the Company terminated its agreement with
                  their former investment banking firm. The Company has agreed
                  to issue shares of its restricted Class A common stock as
                  settlement for all obligations relating to their agreement.
                  This settlement is not yet finalized.

            j)    On March 21, 2000, 9,000,000 stock options were exercised to
                  purchase 9,000,000 shares of the Company's Class A common
                  stock at a strike price of $.033 (see Note 10m).

            k)    During April 2000, the Company issued 37,500 shares of its
                  Class A common stock for services rendered to two non-related
                  individuals. These services were valued at the closing market
                  price of the Company's Class A common stock on the date of
                  issuance which approximated $72,000.

            l)    During April 2000, the Company sold 1,750,000 shares of its
                  Class A commons stock for approximately $750,000.

            m)    On April 24, 2000, the Company entered into discussions to
                  issue 100,000 shares of its Class A common stock to the 12%
                  convertible debenture holders, to extend the default term of
                  the debentures for a period of six months.


                                     -F26-
<PAGE>

      (b)   Form 10-SB of iVoice.Com, Inc.

                                iVoice.com, Inc.
                                ----------------
             (Exact name of registrant as specified in its charter)

Delaware                                                      86-0974165
------------------------------------------------------------------------
(State of organization)             (I.R.S. Employer Identification No.)

750 Route 34, Matawan, NJ 07747
-------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code (732) 441-7700

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

            Class A Common Stock, par value $0.01 per share


                                        3
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

                                   Background

The Company, formerly Visual Telephone International, Inc., a Delaware
corporation, was incorporated in 1989, and is the successor to Booster
Corporation, a publicly traded Utah corporation, incorporated in 1985.

On February 5, 1988, Articles of Amendment were filed with the state of Utah
changing the name of the Company from Booster Corp. to "Kenneth Dion of
Scottsdale, Inc.".

On January 23, 1990, Articles of Amendment were filed with the state of Utah
changing the name of the Company from Kenneth Dion of Scottsdale, inc. to
"Select Housing Associates, Inc.".

On February 2, 1990, Select Housing Associates, Inc. (a Utah corporation) was
merged into Del Enterprises, Inc. (a Delaware corporation, which was
incorporated on October 20, 1989).

On November 12, 1991, the name of the corporation, Select Housing Associates,
Inc., was changed to "Select Resources, Inc." to differentiate it from the
wholly-owned California subsidiary, Select Housing Associates.

On March 25, 1996, Certificate of Amendment were filed with the state of
Delaware changing the name of the Company from Select Resources, Inc. to "Visual
Telephone of New Jersey, Inc.", and on September 2, 1996 to "Visual Telephone
International, Inc."

During 1995, the Company exchanged all of its Select Housing shares for 100% of
the shares of Visual Telephone of New Jersey as well as changed its name to
Visual Telephone of New Jersey. This name change was pursuant to a stock
exchange agreement. On February 26, 1996, the Company entered into a Stock
Exchange Agreement with Visual Telephone of NJ., Inc. ("Visual Telephone"), a
privately held New Jersey corporation, its shareholders, and three of the
principle shareholders of the Company. The purpose of the agreement was to
acquire all of the outstanding shares of Visual Telephone and to spin-off Select
Housing Associates, Inc. ("SHA"), a wholly owned subsidiary of the Company. As
set forth in the agreement, the Company agreed to issue 5,611,000 shares to one
of the two shareholders of Visual Telephone and to transfer one-half of the
shares of SHA owned by the Company to Joel Beagelman, the other shareholder of
Visual Telephone, in return for all of the outstanding shares of Visual
Telephone. In addition, the Company agreed to transfer the other half of the
shares of SHA owned by the Company to Gary W. Pomeroy and Brad W. Pomeroy in
return for the cancellation of 1,111,000 shares of common stock of the Company
owned by such individuals. Mr. Beagelman and the Pomeroys were directors of the
Company at the time of the transaction. On February 26, 1996, the Stock Exchange
Agreement was approved by the consent of shareholders of the Company owning a
majority of the outstanding shares of common stock of the Company. Visual
telephone would be considered a public shell (explanation to follow).

In July 1996, the Company acquired Communications Research Inc. ("CRI"). On May
21, 1999, International Voice Technologies, Corp. ("IVT") a Delaware
corporation, merged into the Company. Simultaneous with the merger with IVT,
Communications Research, Inc. ("CRI") was spun off and the name of the Company,
Visual Telephone International, Inc., was changed to iVoice.com, Inc.
Additionaly, the Company revised its trading symbol on the NASD OTC Bulletin
Board to "IVOC". In consideration for merging IVT into the Company, the sole
shareholder of IVT, Jerome Mahoney, received:

      a. 10,000,000 shares of Class A Common Stock issued, and


                                        4
<PAGE>

      b.    700,000 shares of Class B Common Stock. (see "Certain Transactions
            and Business Relationships").

      c.    The firm of Toby Investments consulted on this transaction and was
            awarded 2,000,000 shares of Common Stock for his efforts.

During April 2000, the Company issued 37,500 shares of its Class A common stock
for services rendered to Robert Keenan, who received 25,000 shares and to Ken
Glynn, Esq. , who received 12,500 shares. These shares were exempt from the
registration requirements of Section 5 of the Securities Exchange Act of 1934,
as amended, (the "Act") as provided in Section 4(2) of that Act.

      During April 2000, the Company sold 1,750,000 shares of its Class A common
stock for approximately $750,000 to Gaston Coldwater, LLC. These shares were
exempt from registration pursuant to Rule 504 of Regulation D.

CRI is currently in the process of filing a registration statement to provide
for the proposed distribution of CRI shares to Visual Telephone shareholders.
The Visual Telephone shareholders are to receive one share of CRI for every four
shares of Visual shares owned. The principal shareholders, officers and
directors of Visual Telephone were Carl Ceragno and Joel Beagelman. Mr. Ceragno
remained with CRI and Mr. Beagelman obtained a consulting agreement with
iVoice.com.

The merger between IVT and Visual Telephone was accounted for in its financial
statements as a public shell merger. In a public shell merger the shareholders
of the operating company (in this case IVT) become the majority owners of the
shell company (Visual Telephone), and the shareholders of the public shell
company become minority shareholders.

The Company's present management team includes:

      1. Jerome R. Mahoney President and Chief Executive Officer (1)

      2. Joel G. Beagelman Vice President and Chief Financial Officer (1)

      3. Leo Pudio Vice President of Operations.

(1)  Serves as a member of the Board of Directors

Mr. Beagelman has a consulting agreement with the Company. The consulting
agreement has a five year term with compensation of $104,000 per year. The
Company granted Mr. Beagelman a stock option for the right to purchase up to
9,000,000 shares of Class A common stock. Mr. Beagleman also received 50,000
shares of IntermediaNet Common Stock in lieu of services provided related to the
spin-off of Communications Research, Inc. and the public shell merger of IVT.
The 50,000 shares of IntermedialNet was the result of a claim that arose prior
to the merger between IVT and Visual Telephone where Visual Telephone purchased
a license from IntermediaNet to use its video conferencing equipment. This
equipment did not meet the standards as promoted by IntermediaNet thus the
Company cancelled the agreement and asked for restitution for the time and
monies extended. The claim was settled by IntermediaNet giving Visual Telephone
50,000 shares of its stock. This stock as of May 1999, had an estimated value of
less than $5,000.

The Company's principal offices and facilities are located at 750 Highway 34,
Matawan, NJ 07747 and its telephone number is (732) 441-7000.


                                        5
<PAGE>

iVoice.com. Inc., (NASDAQ BB: "IVOC"), designs, manufactures and markets voice
and computer technology communications systems for small and mid-size business
and corporate departments. The Company provides interactive voice response (IVR)
products that allow information in PC databases to be accessed from a standard
touch-tone telephone. The Company sells its products through dealer and reseller
channels, as well as through OEM agreements with telecommunication and
networking companies.

The Company's product strategy emphasizes the development of software as opposed
to hardware, and the use of standard PC-related hardware components in its
products, in part to limit its manufacturing activity.

The flagship product of the Company called INSIGHT, is a software development
toolkit providing 32-bit interactive voice response (IVR) capabilities for the
Windows NT platform (complete with a graphical user interface ("GUI")). INSIGHT
is the current generation of the Company's product IVR (interactive voice
response) Tools enabling callers to query and modify database information over
their touch-tone telephone. Phone callers use their touch-tone pad to input
requests, such as ordering a product, obtaining a work schedule, or requesting
account balance information, and the database "speaks" information back to the
caller. IVR also enables customers and businesses to conduct transactions 24
hours a day, seven days a week. INSIGHT utilizes open development languages
(i.e. Microsoft's Visual Basic and Visual FoxPro, Delphi, Access and C++),
database application (i.e. Oracle, Sybase, Btrieve and OBDC) and platforms such
as Windows NT.

The Company also markets several call-processing features. One such feature is a
Unified Messaging System, which is an inbox for all messages. Using Microsoft
Outlook or a Web browser, messages are made available from anywhere in the world
and can be reviewed and acted upon. With this system customers will have access
to all voice, fax and e-mail messages through their PC or the telephone Unified
Messaging System inbox. E-mail can be retrieved over the phone using its
text-to-speech capabilities and responded to with a voice message. Faxes can
also be retrieved over the phone and re-directed to any fax machine from the
phone.

Other call-processing features that the Company markets are Voice Mail,
Automated Attendant (allows a caller to store voice messages and to reply to a
computer thus providing the ability to conduct a dialogue with a person without
having to be on the same line at the same time), Interactive Voice Response
(allows a caller to obtain information in voice form from a local or non-local
database), Text to Speech (converts any computer readable text into intelligible
sounding speech) and Speech Recognition (the process by which the PC translates
spoken words into commands).

                               Recent Developments

On April 24, 2000, iVoice.com, Inc. (the "Company") entered into an Agreement
and Plan of Reorganization with all the shareholders of record of all the issued
and outstanding shares of ThirdCAI ("CAI"). The Company acquired all the issued
and outstanding shares of CAI in exchange for US$150,000.00 and 50,000 shares of
the Company's Class A voting common stock.

As of April 24, 2000, there were 3 record shareholders of the CAI's issued and
outstanding stock. One of the shareholders was a corporation, of which the sole
officer and director of CAI was also the President.

On February 29, 2000, the Company entered into an agreement with the Municipal
Traffic Department of Shelby County, Tennnessee, which is evidenced by a
purchase order. Under the terms the Company will supply Windows NT IVR Hardware
and Software considerations in exchange for the quoted price of $33,199.00.


                                        6
<PAGE>

                              Product and Services

The Company possesses technology of PC/Computer Telephony Integrated ("CTI") -
based call processing systems. The Company's software products enable
small-to-medium sized businesses and offices to communicate by integrating their
traditional office telephone systems with voice mail, automated attendant and
interactive voice functions.

All the Company's products are designed to be user friendly with features that
can be readily used without special training or manuals. The products run on
standard open-architecture PC platforms. Thus, off-the-shelf products such as
Microsoft Windows NT Server/Workstation operating systems and hardware
peripheral items are compatible with iVoice.com's line of products.

The Company emphasizes the development of software and uses standard PC-related
hardware components in its products. The Company's manufacturing operations
consist of final assembly and quality control testing of materials,
subassemblies and systems. Third party vendors are used for hardware components
such as PCs, circuitboards, application cards, faxboards and voiceboards. The
Company obtains voiceboards from Natural Micro Systems and Dialogic, both
domestic suppliers.

INSIGHT is the Company's flagship product. This is a software development
toolkit which provides 32-bit interactive voice response for the Windows NT
platform plus a graphical user interface ("GUI"). INSIGHT enables callers to
query and modify database information over their touch-tone telephone. Here
callers use their touch-tone pad to input requests, such as ordering a product,
obtaining a work schedule, or requesting account balance information upon which
the database "speaks" information back to the caller. INSIGHT includes over 500
built-in voice prompts, which enable users to easily incorporate telephony into
their database applications.

Some of the features and functions that INSIGHT provides are as follows:

      1.    Windows NT based INSIGHT supports the windows NT platform, a
            powerful, reliable operating environment that allows for numerous
            advanced interactive voice response ("IVR") applications.

      2.    MICROSOFT NT based INSIGHT supports the MICROSOFT NT platform. The
            Company has updated this system to incorporate an Internet Access
            Tool, which can be either connected to the IVR system or ran as a
            standalone. This system also has a Graphical User Interface. This
            application also provides for Internet access to the system.

Once logged onto the Internet, access to the IVR system is accomplished by
clicking on a hypertext link for your 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.

The following call-processing features are also available with the above
platforms:

      1.    IVR: Permits a caller to obtain requested information in voice form
            from a local or non-local database. Examples of IVR range from
            simply selecting announcements from a list of options stored in the
            computer (also know as Audio Text) to more complex interactive
            exchanges such as querying a database for information.


                                        7
<PAGE>

      2.    Speech Recognition: The process by which the PC translates spoken
            words into commands. You may now speak to all of your Voice Mail or
            IVR Applications.

      3.    Unified Messaging: Unified messaging is a unified inbox application
            for windows NT auto attendant/voice mail system and Windows NT
            Interactive Voice Response ("IVR") system. With Unified Messaging,
            e-mail, voice mail and faxes can be handled through a desktop PC or
            the telephone.

All messages can be viewed and acted upon in order of importance via Microsoft
Outlook or a Web Browser. E-mail can also be retrieved over the phone, using
text-to-speech, and responded to with a voice message including directed to a
fax machine.

      4.    IVR/WEB Applications: With the INTERNET access for the IVR system,
            you "DIAL" the system by clicking on a hypertext link from your
            browser. The system responds the same way, except in text form, and
            not the normal voice prompt. You may enter selections and get
            information by clicking on icons or choosing items from menus.

      5.    Voice Mail: Voice mail allows a caller to store voice messages and
            reply via the computer. This method provides the caller to conduct a
            dialogue with another person without having to be on the same line
            at the same time. As with most voice mail systems, the caller can
            record, store and delete messages and direct messages to multiple
            subscribers.

      6.    Speech Enabled Auto attendant: The Automated attendant allows a
            caller to direct a computer to switch the call to a telephone
            extension different from the one dialed, without the manual
            intervention of an operator .

                                  New Products

The Company is presently focusing on upgrading and enhancing existing products,
thus no new products are scheduled to be released other than upgraded products
in the immediate future.

1.    Full toolkit from Entropic/Microsoft agreement, enabling this software to
      be dialog based, have an interactive understanding of a sentence.

2.    ACD call center applications.

3.    PBX telephone system development, with IP telephony.

                                    Marketing

The Company's marketing strategy is to focus getting its product in front of
small-to-medium sized offices emphasizing that their products are user friendly,
easy-to-use PC-based processing products that offer integrated access to a broad
range of communication avenues with other people and information sources. The
Company's strategy is built around the following five basic elements:

      1.    Emphasize Software, Not Hardware- the Company concentrates its
            development efforts on software rather than on the design or
            modification of hardware. By emphasizing software solutions to meet
            its customer's needs, the Company can create the most value of its
            products.


                                        8
<PAGE>

      2.    Use Standard, Microsoft Windows NT Based Architecture, Open Systems
            and Hardware- The Company's products use standard, open-architecture
            PC platforms and operating systems rather than proprietary computer
            hardware and operating systems. As a result, the Company can quickly
            adopt to new PC-based technologies, leveraging the substantial
            investments made by third parties in developing these new
            technologies for the PC environment. In addition, the user of
            available hardware components and software minimizes the Company's
            manufacturing activity which reduces the overall cost of its
            products.

      3.    Focus on Small -to-Medium sized Offices- The Company's products are
            designed for use by small to medium sized businesses and offices in
            a wide range of markets, including manufacturing, retail, service,
            healthcare and government settings. Here the Company's products
            offer many of the features that are available by the large,
            proprietary call processing systems, but at a price that is more
            affordable to its target market.

      4.    Make Products that are Easy to Install, Modify and Use- the Company
            strives to maximize ease of use for the installer, the systems
            manager and the user- This is accomplished by designing the products
            to be "people - oriented," by having product features that can be
            used without the need for special training or manuals. One examples
            of this user oriented philosophy is exhibited in the Company's voice
            mail product which has user prompts that encourage conversation
            between callers and subscriber, plus the software has simplified
            installation screens and menus for ease of installation.

      5.    Minimize distribution Overhead- The Company is able to achieve broad
            market coverage domestically via a direct sales force, a nationwide
            network of independent telephone system dealers and OEM
            representatives. This structure both minimizes the Company's selling
            overhead and maximizes its product exposure, plus making available
            funds for product development

The Company's method to get product in front of its target market is through
four sales people, two telemarketers and several independent sales reps. These
people contact the end users directly. The strategy is to increase the direct
sales force and establish more satellite locations to better serve clients. In
addition the Company will expand product awareness through displaying the
products at show/conventions and through literature.

The Company is unsure as to the timing and size and results fo the marketing
efforts that will be necessary in order for the Company to become profitable.

                                    Customers

As covered in the marketing section, the Company's customers are small-to-large
sized offices.

The Company is not dependant on any one or few customers.

                                  Fee Structure

Unless special arrangements are made, the Company expects 50% down on any
product purchased with the Balance upon completion of installation. The Company
accepts company checks or Visa/Mastercard.


                                        9
<PAGE>

                                Business Partners

The Company has agreements with Nuance and Entropic (owned by Microsoft),
whereby these companies have released their Interactive Voice Response ("IVR")
proprietary codes for evaluation by the Company in achieve a tighter integration
of IVR not their phone systems.

                              Recent News Releases

MaiSoft, Inc.

On February 15, 2000 a letter of intent ("LOI") was signed whereby the Company
would acquire Maisoft Inc., of Laguna Hills, CA. Maisoft Inc., is a developer,
manufacturer and supports open system-based advanced computer telephony
products, specializing in voice processing and data processing servers known as
unified messaging. The Maisoft "Office Messenger" server for Windows NT was
awarded the "Product of the Year" for 1999 by CTI Magazine (now "TMC
Communications Solutions Magazine").

On April 17, 2000, the Company entered into an acquisition agreement with
Maisoft. Under the terms of the agreement, the Company agreed to purchase,
accept and acquire 100% of the issued and issued and outstanding, goodwill of
and all right, title and interest of Maisoft. As consideration, the Company will
pay $1,000,000.00 in certifiable funds to the two principal shareholders of
Maisoft. The Company also will pay $6,000,000.00 in the Company's common stock,
which would be subject to lock up from trading. The value of such stocks would
be the lowest price of the Company's stock as of March 3, 2000.

On April 20, 2000, the Company entered into a Second Supplemental Agreement to
Acquisition Agreement with Maisoft. Under the terms of the supplemental
agreement, the POP3 integration with direct connection to an ISP (POP3) is to be
completed and delivered on June 1, 2000. On May 25, 2000, Maisoft is to put the
source code in escrow. In consideration of these terms, the Company will place
$1,000,000.00 and 2,400,000 shares of common stock in escrow.

On April 27, 2000, the Company entered into a Third Supplemental Agreement to
Acquisition Agreement with Maisoft due to the fact that the Company could not
meet the terms of the above-referenced agreement by the specified time. Under
the terms of the third supplemental agreement, Maisoft will only sell its
"Unified Messaging Source Code" including "MAPI" and "POP3" to the Company for
$400,000. The Company will not supply any funds for salaries, rent, etc. until
May 25, 2000. The Company has notified Maisoft that it can only purchase the
source codes as discussed in the Third Supplemental Agreeement.

Michaels Stores, Inc.

On January 27, 2000, iVoice.com announced that it was in negotiations to receive
an order to purchase a speech-enabled locator system. The development is
complete and this system will be installed sometime mid-April. This system will
enable Michaels'customers and prospects to locate the store nearest to them by
simply saying their zip code through their phone.

411 Technologies, LLC

On February 3, 2000, iVoice announced that it received a contract to develop
software to access Internet by dialing a toll-free number. The system is
currently under development with an estimated installation date in the May to
June 2000 timeframe. This system will allow telephone users voice access to the
Internet obtaining such information as stock quotes, news and weather, plus
additional sites as they become available.


                                       10
<PAGE>

Panam Wireless, Inc, d.b.a CELPAGE

On February 8, 2000, iVoice announced that it received a contract to provide,
install and maintain the hardware and software of the Celpage system currently
under development. The system is scheduled to be delivered in April or May 2000.
This Voice Processing Platform can handle over 100,000 subscribers at any given
time.

On February 9, 2000, the Company entered into a Software/Hardware Maintenance
Agreement with Panam Wireless, Inc. d/b/a CELPAGE (CELPAGE). Under the terms of
the agreement, the Company will provide the maintenance of the Software and
Hardware (Application Generator, Database and Dialogic Boards) for CELPAGE at an
annual rate of 10% of total cost.

                            Sales by Geographic Area

North East - 70%

Approximately 30% elsewhere in the continental USA.

                                   Competition

The call-processing industry is highly competitive, especially the segment of
the industry that supplies call-processing systems to small and medium-sized
business offices. The Company believes that the competitive pressures it faces
will only intensify, which is based on the recent new entrants into the market
coupled by the stronger presence of competition via the merging of smaller
companies. This level of competition puts pressure on product pricing and thus
margins.

Presently the Company's principal competitors fall into two categories: 1)
telephone equipment manufacturers that offer their own call-processing systems
or offer their systems as private labels (for example, AT&T, Rolm Co. and
Toshiba America Information Systems, Inc.), and 2) independent call-processing
system manufactures, whose products integrate with multiple telephone systems
and either are based on proprietary hardware (for example, Centigram
communication corporation, Octel Communications Corp., and VMX, Inc.) or are PC
based similar to the Company's products (for example, Applied Voice Technologies
Inc., Microlog corporation and Active Voice corporation).

Currently 90% of the Company's sales have been through its direct sales and 10%
through its dealer channel. The Company in facing the competitive pressure,
emphasizes product pricing, system features, ease of product use, installation
technical and sales support and product reliability.

                                    Suppliers

Dialogic, Bicom, iTox (a DFI company) and Ingram-Micro.

                  Government Regulation or Government Approval

Through our strategic alliance with Engineering Professional Associates (EPS),
their GSA Schedule is utilized.

                            Research and Development

The Company's research and development efforts focus on enhancing its existing
product line, focusing on technological enhancements coupled with the ease of
use and reliability of its products. Note that in 1999 there


                                       11
<PAGE>

were no funds expended in R&D. The Company has been focusing its efforts on
business development and intends to renew its R&D program in the year 2000.

                        Patents, Trademarks and Licenses

The Company possesses Licensing Agreements with Nuance Com., Entropic (owned by
Microsoft) and Lemout & Hauspie (L & H)

                                    Employees

The Company employs 13 full time employees. None of the employees is represented
by a labor organization and the Company is not a party to any collective
bargaining agreements.

                                  Risk Factors

The Company's business is subject to numerous risk factors, including the
following:

Limited History of Operations:

As a company with limited operating history, it will be subject to all of the
risks, uncertainties and lack of standing generally associated with new
enterprises. Despite the fact that the Company's Chief Executive Officer has
substantial experience in dealing with the target market, there can be
absolutely no assurance that the Company will be able to survive in the highly
competitive and rapidly changing environment of the call processing arena. See
"Business".

Limited Working Capital:

The Company currently has limited working capital. Even if the Company
successfully puts its marketing, research and development, manufacturing and
sales programs in order, it is possible that it will require additional funds to
enable it to implement its advertising and marketing programs and to expand into
other available market segments. See "Financial Statements".

No Restrictions of the Activities of the Company:

Neither the Common Shares nor any other agreement restricts the activities of
the Company with respect to other borrowings or the use of its assets or the
future income to secure Company debts or borrowings for any purpose, including
the acquisition of assets of any nature.

Dividend Policy - No Dividends in Immediate Future :

The Company has no plans to pay any dividends in the near future. The Company
intends to retain all earnings, if any, in the foreseeable future, for use in
its business operations.

Continuing Operating Losses:

iVoice.com has recently generated operating losses. During the fiscal year ended
December 31, 1998, the Company had a net loss of $37,692 on $626,486 of revenue
and for year ended December 31, 1999 a net loss of $6,054,364 on revenue of
$776,773. There can be no assurance that the Company will generate operating
income or net income in the future.


                                       12
<PAGE>

Thus, the Company is an operating entity that has a continuing need for
additional capital for use in its present business activities and proposed
expansion.

Unpredictability of Future Revenues:

As a result of the Company's limited operating history and the emerging nature
of the voice communications industry and the Internet, the Company is unable to
forecast its expenses and revenues accurately. The Company believes that due
primarily to the relatively brief time call processing 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 voice communications and Internet-based product and/or service business. The
Company's current and future estimated expense levels are based largely on its
estimates of future revenues and may increase because many of its operating
expenses are either fixed, such as rent for office space, or subject to likely
increases. Few, if any, of the Company's operating expenses can be quickly or
easily reduced, such as the laying off of personnel, in a manner which would not
cause a material adverse effect to the Company's business, financial condition
and operating results. In addition, the Company may be unable to adjust spending
in a timely manner to compensate for any unexpected expenditures; and a
shortfall in actual revenues as compared to estimated revenues would have an
immediate material adverse effect on the Company's business, financial condition
and operating results.

Reliance on Management. The success of the Company depends significantly upon
the efforts of the Chief Executive Officer, Jerome R. Mahoney. See "Management".
The loss of services of Mr. Mahoney would likely have a materially adverse
effect on the business and the future prospects of the Company. See "Management
- Employment Agreement." .

Jerome R. Mahoney, Chief Executive Officer and Director, entered into a five (5)
year employment agreement with the Company on April 28, 1999. The Agreement
called a base salary of $180,000 per year which will be increased by 10%
annually. If Mr. Mahoney terminated by the Company without cause, he will be
entitled to full base salary through the Date of Termination at the rate equal
to the greater of the rate in effect on the date prior to the Change Control and
the rate in effect at the time Notice of Termination is given, plus all other
amounts to which the Executive is entitled under any compensation plan of the
Company in effect on the date. See "Management - Employment Agreement".

Supermajority Voting Control Rights. Jerome Mahoney, CEO, has super majority
voting control rights through ownership of 700,000 shares of Class B stock,
which provides for 100 votes per share or 70,000,000 votes.

Competition. The call-processing industry in general is highly competitive, and
the Company believes that the competitive pressures it faces are likely to
intensify. The segment of the industry that supplies call-processing systems to
small and medium-sized business offices is also extremely competitive, having
endured intense price competition and pressure on margins on the past few years.

Technical Change and Product Obsolescence. The ability of the Company to compete
successfully in the call-processing market that is characterized by rapidly
changing technology will depend in part upon its ability to continually advance
its technology and to develop new applications and designs for its products. See
"Business."

Y2K. The Company did not experience Y2K problems with its systems nor with any
of its vendors or clients systems.


                                       13
<PAGE>

Forward Looking Statements

This registration statement contains forward-looking statements that are based
on the Company's beliefs as well as assumptions made by and information
currently available to the Company. When used in this registration statement,
the words "believe," "endeavor," "expect," "anticipate," "estimate," "intends,"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions,
including, without limitation, the risks and uncertainties concerning
technological changes, increased competition, and general economic conditions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated, or projected. The Company cautions potential
investors not to place undue reliance on any such forward-looking statements,
all of which speak only as of the date made.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

                              Results of Operations

Fiscal Year Ended December 31, 1999 Versus Year Ended December 31, 1998

Sales for the year ended December 31, 1999 were $776,773, an increase of
$150,287 or 24% over the prior years sales of $626,486. The increase was a
result of increased marketing efforts.

Unless special arrangements are made, the Company receives 50% of the contract
as a down payment on any product purchased with the balance due upon completion
of the installation. The Company recognizes its revenue using the percentage of
completion method. As of December 31, 1999, the Company has an additional
$567,300 of contracts for which work has not yet been started. These contracts
will begin in January 2000. The Company accepts company checks or
Visa/Mastercard. The increase in receivable is due to the recording of two large
sales in December 1999.

The Company's gross profit for the year ended December 31, 1999 increased
$252,471 or 103% December 31, 1998 to $496,456 from $243,985 in 1998. The
Company's gross margin percentage for the twelve months ended December 31, 1999
was 63.9% versus 38.9% for the prior year. This represents a 25% increase over
the gross profit percentage recorded for the same period prior year. This
increase is a result of changes in some of the components included in the
systems sold where the components themselves had a lower cost then the replaced
component thus increasing the margin of the overall system. The rate should
remain stable unless a similar situation with components should arise again or
more products with different margins are added to the product line.

Operating expenses increased from $281,677 for the year ended December 31, 1998
to $6,514,361 for the year ended December 31, 1999 or an increase of $6,232,684.
This increase is a result of increase of $940,424 in general and administrative
expenses attributable to commissions and salaries to the Company's executives,
an increase of $135,022 in selling expenses , an increase in depreciation of
$68,732, a onetime charge of $31,000 for obsolete inventory. Plus now recurring
expenses totaling $5,028,000, which consist of a $4,800,000 legal settlement
charge and $228,000 in merger costs.


                                       14
<PAGE>

The net loss from operations for the year ending December 31, 1999 was
$6,017,905 compared to $37,692 for the year ended December 31, 1998 or an
increase of $5,980,213.

Other expense of $1,162,405 are non-recurring expenses consisting of $500,000
legal settlement charge, $427,113 in outside services and $228,000 in merger
costs

                         Liquidity and Capital Resources

The Company is funding its current operations principally from its operations.
However, the Company is operating on a negative cash flow basis and anticipates
it will require additional financing during the final quarter of 2000. To
achieve the Company's growth potential it will requires additional amounts of
capital. There is no assurance that the Company can obtain any such financing on
terms that will enable the Company to implement its long-term growth strategy.
According, the Company's viability for the foreseeable future is questionable if
additional funding is not obtained. The Company will attempt to obtain such
funds through venture capital, or other private or public financing. Currently,
the Company is not seeking funding. The Company has started to reduce spending
in order to cover day to day operations as best as possible with current cash
flow. However, there can be no assurance that such funds will be available, or
if available, the cost of such funds to the Company.

                             Material Commitments -

Jerry Mahoney. President, Chairman of the Board and Chief Executive Officer
andChairman. The Company entered into an employment agreement with Mr. Mahoney
on April 28, 1999 that commenced on May 1, 1999 and terminates on April 30,
2004. It provides for a base salary of $180,000 per year which will be increased
by 10% annually.

Leo Pudio. Vice President of Operation. On June 2, 1999, the Company entered
into a three (3) year employment agreement with Mr. Pudio. Thae agreement called
for a base salary of $80,000 with annual increases. In addition, Mr. Pudio was
granted stock options to purchase 140,000 shares of class A common stock of the
Company at $0.35 per share. In addition within sixty (60) days for signing the
agreement, Mr. Pudil was granted 250,000 shares the Company's Class A common
stock.

Joel G. Beagelman. Secretary and Treasurer and Chief Financial Officer. On May
21, 1999 the Company entered into a five (5) year consulting agreement with Mr.
Beagelman. The agreement for a fee of $2,000 per week subject to certain
performance criteria. A subsequent amendment to this agreement granted Mr.
Beagelman stock options for the right to purchae up to 9,000,000 shares of the
Company's Class A common stock. This stock option was exercisable immediately.

                                Asset Management

The Company manages its inventory by ordering specific hardware and software for
just in time delivery for each installation. The hardware is received checked
modified and shipped to each jurisdiction for installation within a short period
of time. Therefore, the Company usually maintains in inventory only the
equipment needed for programming and testing, Inventory may also include the
hardware needed for a customer's installation that may already be shipped. For
the year ended December 31, 1999, the inventory balance was a nominal $10,140.

As of December 31, 1999 most of the Company's receivable are due under contracts
with various customers. Accounts receivable as of December 31, 1999 was $31,726.


                                       15
<PAGE>

                     General Risk Factors Affecting Results

Rapid technological change as well as changes in customer requirements and
references characterize the software industry. The Company believes that its
future quarterly results will depend in large part upon its ability to offer
products that compete favorably with respect to price, product reliability,
performance, range of useful features ease of use, continuing product
enhancements, reputation, support and training. Further, increased competition
in the market for call processing systems could have a negative effect on the
Company's results of operations.

Due to the factors noted above, the Company's future earnings and stock price
may be subject to significant volatility, particularly on a quarterly basis. Any
shortfall in revenues or earnings could have an immediate and significant
adverse effect on the trading price of the Company's stock and warrants.

ITEM 3. DESCRIPTION OF PROPERTY.

On March 15, 2000 the Company entered into a lease for approximately 8,000
square feet of office space to house its corporate headquarters and research
facilities. The office is located at 750 Highway 34, Matawan, New Jersey 07747.
The term of the lease is for two years with a monthly rental of $11,000.

On May 21, 1999 the Company also entered into a lease for 1,500 square feet for
one and one half years from Mejor Angora, L.L.C., at 282 Grand Avenue,
Englewood, New Jersey at an annual rental of $19,800 per year with certain
escalations. The Company also uses this space for its first "satellite" sales
office.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth each person known to the Company, as of May 1,
2000, to be a beneficial owner of five percent (5%) or more of the Company's
common stock, by the Company's directors individually, and by all of the
Company's directors and executive officers as a group. Except as noted, each
person has sole voting and investment power with respect to the shares shown.

                                                Shares
                  Name/Address                    Beneficially     Percentage
Title of Class    of Owner                        Owned            Ownership

Common    Jerome R. Mahoney             80,450,000(1)          57.3%
          750 Highway 34
          Matawan, NJ 07747

Common    Joel Beagelman                 8,500,000(2)          12.1%
          750 Highway 34
          Matawan, NJ 07747

Common    Leo Pudio                       250,000               .35%
          750 Highway 34
          Matawan, NJ 07747

Common    All Officers & Directors     89,200,000              63.5%
          As a Group (3 individuals)



                                       16
<PAGE>

1.    Includes 450,000 Class A common stock shares held by his minor children
      and 700,000 Class B common stock shares held by Mr. Mahoney that may vote
      an equivalent of 70,000,000 Class A common stock shares and may be
      converted into a like number of Class A common stock shares.

2.    Includes 100,000 held by his daughter.

There are no arrangements known to the Company that at a later date may result
in a change in control of the Company.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The members of the Board of Directors of the Company serve until the next annual
meeting of the stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.

There are no agreements for any officer or director to resign at the request of
any other person, and none of the officers or directors named below is acting on
behalf of, or at the direction of, any other person.

Information as to the directors and executive officers of the Company is as
follows:

Name                          Age   Position

Jerome R. Mahoney              39   President, Chairman of the Board,
                                    Chief Executive Officer and Director

Joel G. Beagelman              57   Chief Financial Officer
                                    Secretary/Treasurer/Director

Leo Pudio                      50   Vice-President of Operations

Jerome R. Mahoney; Chief Executive Officer/President/Director

Jerome R. Mahoney, has been Chief Executive Officer and a director of the
Company since May 21, 1999. Prior to joining the Company, Mr. Mahoney founded
Voice Express, Inc. a New York Company, in 1989. Voice Express sold voice mail
systems, telephone system service contracts and installed these systems. Mr.
Mahoney sold Voice Express Systems in 1993 and joined Executive Information
Systems where he was until 1988, at which time he was the Director of National
Accounts. From 1993-1997 Mr. Mahoney was President of IVS Corp., and on December
17, 1997 he established International Voice Technologies (IVT), which merged
with the Company on May 21, 1999. Mr. Mahoney received a B.A. in finance and
marketing from Fairleigh Dickinson University, Rutherford, N.J. in 1983.

Joel G. Beagelman; Chief Financial Officer/Secretary/Treasurer/Director

Joel G. Beagelman has been the Chief Financial Officer for the Company since May
21, 1999 and a Director of the Company since 1998. From 1963 through 1972, Mr.
Beagleman was a Sales Manager and Designer for Nationwide Corrugated Container
and from 1972 through 1978, Mr. Beagelman was the founder and president of
National Fiber Corp., a broker of corrugated products and point-of-purchase
displays. Mr. Beagleman sold National Fiber in 1978 and acted as president of
Fast-Pak Container Corporation from 1979 through 1995. From 1995 to May 21,1999
Mr. Beagelman actively ran Visual Telephone International as President. Mr.
Beagelman received an AAS degree in Business Technology in 1968 from the City
University of New York and in 1987, a BA degree in Economics, Law and Labor
Studies from the William Paterson University.


                                       17
<PAGE>

Leo Pudio; Vice-President of Operations

Leo Pudio. has been Vice President of Operations since June, 1999. Mr. Pudio was
formerly Vice President of Computer Associates, along with 10 years of
consulting experience in the telephony and computer industry.

There is no family relationship between any of the officers and directors of the
Company. The Company's Board of Directors has not established any committees.

                              Conflicts of Interest

The Company does not currently have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such opportunities
may relate to the Company's proposed business operations.

The officers and directors are, so long as they are officers or directors of the
Company, subject to the restriction that all opportunities contemplated by the
Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. Subject to the next
paragraph, if a situation arises in which more than one company desires to merge
with or acquire that target company and the principals of the proposed target
company have no preference as to which company will merge or acquire such target
company, the company of which the President first became an officer and director
will be entitled to proceed with the transaction. Except as set forth above, the
Company has not adopted any other conflict of interest policy with respect to
such transactions.

                         Investment Company Act of 1940

Although the Company will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
that result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.

ITEM 6.     EXECUTIVE COMPENSATION

The following table summarizes the compensation earned and paid by the Company
to each Officer and to all Executive Officers as a group for services rendered
in all capacities during the year ended December 31, 1999:

                           Summary Compensation Table

                     Annual compensation            Long-term compensation
                     ---------------------------------------------------------

                                                 Awards                Payouts
                                                 -----------------------------


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                   Other               Securities
                                                   Annual  Restricted  underlying  LTIP    All
                                          Bonus    Comp.   Stock       options /   Payouts other
Name and Position       Year   Salary($)  ($)      ($)     Awards ($)  SARs (#)    ($)     Comp.($)
---------------------------------------------------------------------------------------------------
<S>                     <C>    <C>        <C>      <C>     <C>         <C>         <C>     <C>
Jerome R. Mahoney,
CEO/President/Director  1999    $180,000

Joel G. Beagelman,
CFO/Secretary/Treasurer
Director                1999     104,000

Leo Pudio,
Vice-President of
Operations              1999      80,000
</TABLE>

                      Option /SAR Grant in Last Fiscal Year

                                Individual Grants

<TABLE>
<CAPTION>
                           Number of      Percent of total
                          securities        options / SARs
                          underlying          granted to      Exercise or
                        options / SARs    employees in last    base price
Name                     Granted (#)         fiscal year         ($/sh)          Date
<S>                     <C>                                    <C>            <C>
Leo Pudio               140,000 (1)                            $.35/sh        June 15, 1999
</TABLE>

(1) On June 15, 1999, as part of the Employment Agreement, Mr. Pudio was granted
stock options to purchase 140,000 shares of class A common stock of the Company
at $0.35 per share. The option may be exercised at any time commencing on the
one year anniversary of the Commencement Date as to an aggregate of one-third of
the total shares granted on the commencement date. An additional one-third of
the total shares granted on the Commencement Date becoming exercisable upon each
succedding anniversary of the Commencement Date.

The Directors who are employees of the Company receive no compensation for their
services as Directors, either on an annual basis or for each meeting. Directors
are not reimbursed for any expenses they may incur in attending meetings of the
Board of Directors.

                              Employment Agreements

Jerome Mahoney. The Company entered into an employment agreement with Mr.
Mahoney on April 28, 1999 that commenced on May 1, 1999 and terminates on April
30, 2004. It provides for a base salary of $180,000 per year which will be
increased by 10% annually.

Leo Pudio On June 2, 1999, the Company entered into a three (3) year employment
agreement with Mr. Pudio. Thae agreement called for a base salary of $80,000
with annual increases. In addition, Mr. Pudio was granted stock options to
purchase 140,000 shares of class A common stock of the Company at $0.35 per
share. In addition within sixty (60) days for signing the agreement, Mr. Pudil
was granted 250,000 shares the Company's Class A common stock.


                                       19
<PAGE>

Employee Stock Option Plan

The Company adopted the Employee Stock Option Plan ( the "Plan") in order to
attract and retain qualified personnel. Under the Plan, of compensation
committee of the Board of Directors, in its discretion may grant stock options
(either incentive or non-qualified stock options) to officers and employees. The
terms and conditions upon which the options may be exercised are set out in the
Plan. To date, options for the right to purchase 490,000 Class A common stock
shares have been granted under the Plan and remain unexercised. The Plan is
intended to provide a method whereby employees of the Company and others who are
making and are expected to make substantial contributions to the successful
management and growth of the Company are offered an opportunity to acquire
Common Stock as an incentive to remain with the Company and advance its
interests.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In April, 1999, the Company granted Jerome Mahoney the right to annual increases
of 10%. On May 21, 1999, Jerome Mahoney was issued 10,000,000 class A shares and
700,000 shares of Class B for the acquisition of IVT. Each Class B share hav a
voting equivalent equal to 100 Class A shares and may be converted into an equal
number of Class A shares.

On June 5, 1999, Saraj Tschand (Founder and owner of Parwan Electronics),
received 3.2 million shares of the Company in exchange for the Company receiving
all of Parwan's pre-developed software code. Parwan retained its existing
international clientele but cannot sell to new or existing accounts.

ITEM 8. DESCRIPTION OF SECURITIES.

The Company has authorized capital stock of 150,000,000 shares of Class A Common
Stock, par value $.01 per share and 700,000 shares of Class B Common stock, par
value $.01 per share.

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 the payment of dividends. The Company has not paid any dividends on its
Common Stock, and none are contemplated in the foreseeable future. It is
anticipated any earnings that may be generated from operations of the Company
will be used to finance the growth of the company. See "Risk Factors -Lack of
Dividends". Holders of Class B Common stock are not entitled to receive
dividends.

Holders of Class A Common stock are entitled to one vote for each share held of
record. There are no cumulative voting rights in the election of directors. Thus
the holders of more than 50% of the outstanding shares of Common Stock can elect
all of the directors of the Company if they choose to do so. No one shareholder
beneficially owns more than 50% of the Company's Class A Common Stock. A total
of 70,431,061 shares of Class A Common stock are outstanding. Jerry Mahoney is
the sole owner of Class B Common Stock. There are 700,000 shares of Class B
Common stock issued and outstanding. Class B Common stock has voting rights of
100 to 1 providing for each Class B Common Stock share has 100 Class A Common
Stock votes.

The holders of Class A Common Stock have no preemptive, subscription, conversion
or redemption rights. Upon liquidation, dissolution or winding-up of the
Company, the holders of the Class A Common Stock are entitled to receive pro
rata the assets of the Company. The holders of Class B Common Stock have the
right to convert each share of Class B Common Stock for one hundred shares of
Class A Common Stock. Holders of Class B Common Stock are not entitled to
receive pro rata the assets of this Company.


                                       20
<PAGE>

                         Shares Eligible for Future Sale

These shares would be eligible for sale in the public market subject to the
conditions and restrictions of Rule 144. Rule 144 provides in part that a person
who is not an affiliate of the Company and who hold restricted stock for a
period between one and two years may sell all or part of such securities. An
affiliated person would have to hold the restricted securities two years before
gaining the ability to sell all or part of such securities. Sales under Rule 144
are also subject to certain provisions relating to the manner and notice of sale
and availability of current public information about the Company.

Note that if companies currently quoted on the OTC Bulletin Board do not comply
with the new NASD rules, their shares will only be quoted in the less automated
"Pink Sheets", a system run by the National Quotation Bureau, Inc. The
"Eligibility Rule Phase-In Schedule" published by NASD, requires that the
Company become fully reporting by May 1, 2000. The vast majority of
Broker-dealers generally do not engage in the sales or trading of securities of
a "non-reporting" issuer. Development of a trading market is limited by the of
regulations under Rule 15c2-11 of the 1934 Act which require that before a
broker-dealer can make a market in the Company's securities the Company must
provide these broker-dealers with current information about the Company. The
Company presently has formulated no specific plans to distribute information to
broker-dealers and probably will only do so if there appears otherwise to be
adequate interest in making a market in the Company's securities. Furthermore,
in view of the absence of an underwriter and the nature of the Company as a
"non-reporting" issuer, there is virtually no likelihood that a regular trading
market will develop in the near future or that if developed it will be
sustained. Accordingly, an investment in the Company's Common Stock should be
considered highly illiquid.

If in the future the Company exceeds $10 million in assets, it would have to
register as a reporting issuer under rule 12(g) of the 1934 Act. In such event,
the Company is prepared to register as a reporting company and thereafter to
comply with the reporting requirements of the 1934 Act.

Restrictions on Transferability of Securities:

The common stock shares of the Company (the "Common Stock") have not been
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Common Stock may not be acquired with a view to immediate resale or
distribution thereof. Accordingly, the Common Stock may be offered, sold,
resold, transferred or otherwise disposed of directly or indirectly pursuant to
exemptions from the federal and state securities laws. The Company makes no
representation in respect to or assumes any responsibility for the availability
of any exemption or for undertaking to register the Common Shares. Although
public trading in the Company's securities is not prohibited, there may be no
public market for its Common Shares and there can be no assurance that a market
will develop. See "Description of Securities".

Resale Restrictions. Various state securities laws impose restrictions on
transferring "penny stocks" and as a result, investors in the Common Stock may
have their ability to sell their shares of the Common Stock impaired. For
example, the Utah Securities Commission prohibits brokers from soliciting buyers
for "penny stocks", which makes selling them more difficult.

"Penny Stock" Issues. The shares of the Common Stock are "penny stocks" as
defined in the Exchange Act, which are traded in the over-the-counter market on
the OTC Bulletin Board. As a result, an investor may find it more difficult to
dispose of or obtain accurate quotations as to the price of the shares of the
Common Stock being registered hereby. In addition, the "penny stock" rules
adopted by the Commission under the Exchange Act subject the sale of the shares
of the Common Stock to certain regulations which impose sales practice
requirements on broker-dealers. For example, broker-dealers selling such
securities must, prior to effecting the


                                       21
<PAGE>

transaction, provide their customers with a document that discloses the risks of
investing in such securities. Furthermore, if the person purchasing the
securities is someone other than an accredited investor or an established
customer of the broker-dealer, the broker-dealer must also approve the potential
customer's account by obtaining information concerning the customer's financial
situation, m investment experience and investment objectives. The broker-dealer
must also make a determination whether the transaction is suitable for the
customer and whether the customer has sufficient knowledge and experience in
financial matters to be reasonably expected to be capable of evaluating the risk
of transactions in such securities. Accordingly, the Commission's rules may
limit the number of potential purchasers of the shares of the Common Stock.

If the Company can meet the listing requirements in the future, management
intends to apply to include the shares of the Common Stock being registered
hereby for quotation on The NASDAQ SmallCap Market operated by The NASDAQ Stock
Market. The Common Stock has not yet been approved for quotation on The NASDAQ
SmallCap Market and there can be no assurance that an active trading market will
develop or if such market is developed that it will be sustained. The NASDAQ
Stock Market recently approved changes to the standards for companies to become
listed on The NASDAQ SmallCap Market, including, without limitation, new
corporate governance standards, a new requirement that companies seeking listing
have net tangible assets of $2,000,000, market capitalization of $35,000,000 or
net income of $500,000 and other qualitative requirements. If the Company is
unable to satisfy the requirements for quotation on The NASDAQ SmallCap Market,
trading in the Common Stock being registered hereby would continue to be
conducted on the OTC Bulletin Board. Even if the shares of the Common Stock are
listed for quotation on The NASDAQ SmallCap Market, the market price of the
shares must remain above $5.00 per share or else such shares will be subject to
the "penny stock" rules of the Commission discussed above. If the market price
of such shares falls below $1.00 per share, such shares will be delisted from
The NASDAQ SmallCap Market and will once again be quoted on the OTC Bulletin
Board.

In addition to the recent changes in The NASDAQ SmallCap Market listing
requirements discussed above, the National Association of Securities Dealers,
Inc. (the "NASD") has recently announced changes in the requirements for
continued quotation on the OTC Bulletin Board. Essentially the new rules require
OTC Bulletin Board companies to become a "reporting company" under the
Securities Exchange Act of 1934. If the Company cannot comply with this NASD
rule by the Eligibility Rule Phase-In Schedule, the Common Stock will only be
quoted in the less automated "Pink Sheets", a system run by the National
Quotation Bureau, Inc. The "Eligibility Rule Phase-In Schedule" published by
NASD, requires that the Company become a "reporting company" by May 17, 2000 or
the Company's Common Stock will be traded in the "Pink Sheets". It is
anticipated that the transaction with ThirdCai, Inc. and reported in Item 2 of
the Current Report on Form 8-K dated April 26, 2000, will satisfy this
requirement. There can be no assurance that an active trading market will
develop for the shares of the Common Stock in the "Pink Sheets" or if such
market is developed that it will be sustained.

                                     PART II

ITEM 1.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is quoted on the NASD OTC Bulletin Board in the
United States under the symbol IVOC.

                                           Market Price

                                        High           Low

1999 (1)


                                       22
<PAGE>

Second Quarter 1999 (2)               $.6875          $.32

Third Quarter 1999                      $.33         $.125

Fourth Quarter 1999                     $.34         $.125

2000

First Quarter 2000                   $5.9375          $.29

(1) Trading prices only available since May 28, 1999.

Since April 24, 2000 NASD added the additional trading symbol "E" to the
Company's trading symbol recognizing that the Company's common stock will be
removed from trading on the NASD OTC Bulletin Board, unless prior to May 17,
2000, the Company becomes a reporting company pursuant to the Securities
Exchange Act of 1934.

Effective August 11, 1993, the Securities and Exchange Commission adopted Rule
15g-9, which established the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for initial
listing on the NASDAQ Small Cap market and for continued listing. For initial
listing, a company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years. For initial
listing, the common stock must also have a minimum bid price of $4 per share. In
order to continue to be included on NASDAQ, a company must maintain $2,000,000
in net tangible assets and a $1,000,000 market value of its publicly traded
securities. In addition, continued inclusion requires two market makers and a
minimum bid price of $1.00 per share.

Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate that will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance


                                       23
<PAGE>

criteria after such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national exchange. In such
events, trading, if any, in the Company's securities may then continue in the
non-NASDAQ over-the-counter market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities.

                                     Holders

There are 315 holders of the Company's Common Stock. All of the issued and
outstanding shares of the Company's Common Stock were issued in accordance with
the exemption from registration afforded by Section 4(2) of the Securities Act
of 1933.

                                    Dividends

The Registrant has not paid any dividends to date, and has no plans to do so in
the immediate future.

ITEM 2. LEGAL PROCEEDINGS

iVoice.com, Inc. was a party to a lawsuit initiated by a Michael Wong on
November 1, 1999 for a $300,000 investment by Wong into an entity called IVS
between the years 1994 and 1996. This action was filed at the United States
District Court, the Eastern District of New York. IVS was incorporated in 1993
and ceased operations in November, 1997. Wong is claiming rights to some assets
of IVS were transferred out of IVS. The majority shareholder of IVS was Jerome
Mahoney, who is the CEO of iVoice.com. This action was filed at the U.S.
District Court, E.D.N.Y. at the Clerks Office Long Island Courthouse, case
number CV-99 7078.

iVoice.com was the result of a reverse merger on May 21, 1999 between
International Voice Technologies (IVT), a private Delaware corporation
established on December 17, 1997, and Visual Telephone International, the public
entity.

A settlement was reached on February 7, 2000 and executed on February 14, 2000,
whereby the Plaintiff was awarded the sum of $300,000 and 2,000,000 restricted
shares of class A common stock of iVoice.com.

ITEM 4.     RECENT SALES OF UNREGISTERED SECURITIES.

On May 21, 1999, International Voice Technologies, Corp. ("IVT") a Delaware
corporation, merged into the Company. Simultaneous with the merger with IVT,
Communications Research, Inc. ("CRI") was spun off and the name of the Company,
Visual Telephone International, Inc., was changed to iVoice.com, Inc.
Additionaly, the Company revised its trading symbol on the NASD OTC Bulletin
Board to "IVOC". In consideration for merging IVT into the Company, the sole
shareholder of IVT, Jerome Mahoney, received:

      d.    10,000,000 shares of Class A Common Stock issued, and

      e.    700,000 shares of Class B Common Stock. (see "Certain Transactions
            and Business Relationships").

      f.    The firm of Toby Investments consulted on this transaction and was
            awarded 2,000,000 shares of Common Stock for his efforts.

During April 2000, the Company issued 37,500 shares of its Class A common stock
for services rendered to Robert Keenan, who received 25,000 shares and to Ken
Glynn, Esq. , who received 12,500 shares. These shares were exempt from the
registration requirements of Section 5 of the Securities Exchange Act of 1934,
as amended, (the "Act") as provided in Section 4(2) of that Act.


                                       24
<PAGE>

      During April 2000, the Company sold 1,750,000 shares of its Class A common
stock for approximately $750,000 to Gaston Coldwater, LLC. These shares were
exempt from registration pursuant to Rule 504 of Regulation D.

On April 24, 2000, the Company acquired all the issued and outstanding shares of
CAI in exchange for US$150,000.00 and 50,000 shares of the Company's Class A
voting common stock.

In general, under Rule 144, a person (or persons whose shares are aggregated)
who has satisfied a one year holding period, under certain circumstances, may
sell within any three-month period a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation provides that a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.

The Company's Certificate of Incorporation provides that the Company shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative (a "legal action"), whether such legal Action be
by or in the right of the corporation or otherwise, by reason of the fact that
such person is or was a director or officer of the company, or serves or served
at the request of the Company as a director or officer, of another corporation,
partnership, joint venture, trust or any other enterprise. In addition, the
Company's Certificate of Incorporation provides for indemnification of any
person made or threatened to be made a party to any Legal Action by reason of
the fact that such person is or was a director or officer of the Company and is
or was serving as a fiduciary of, or otherwise rendering to, any employee
benefit plan of or relating to the Company. The indemnification obligation of
the Company in the Certificate of Incorporation is permitted under Section 145
of the General Corporation Law of the State of Delaware.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore unenforceable.


                                       25
<PAGE>

                                    Part F/S

The financial statements are attached at the end of this Form 10-SB.

                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 iVoice.com, Inc.

                                 By: /s/Jerome R. Mahoney
                                     --------------------
                                     Jerome R. Mahoney, President


                                       26
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 160120}]
{"company-data": {"conformed-name": "IVOICE COM INC /DE", "cik": "0001105064", "assigned-sic": "9995", "irs-number": "860974165", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29341", "film-number": "628194"}, "business-address": {"street1": "750 HIGHWAY 34", "street2": "210 SOUTH FOURTH AVE", "city": "MATAWAN", "state": "NJ", "zip": "07747", "phone": "7324417700"}, "mail-address": {"street1": "750 HIGHWAY 34", "street2": "210 SOUTH FOURTH AVE", "city": "MATAWAN", "state": "NJ", "zip": "07747"}, "former-company": {"former-conformed-name": "THIRDCAI INC", "date-changed": "20000202"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC20549

                                    FORM 8-K
                                 CURRENT REPORT

Pursuant to Section13 or15(d) of the Securities Exchange Act of1934

Date of Report (Date of earliest event reported)    (April 24, 2000)
                                                -------------------------

                                Ivoice.Com, inc.
                            (formerly ThirdCAI, INc.)
             (Exact name of registrant as specified in its charter)

Delaware                   000-29341                          86-0974165
------------------------------------------------------------------------
(State of                  (Commission                  (I.R.S. Employer
organization)              File Number)              Identification No.)
750 Highway 34, Matawan, NJ 07747
---------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code (732) 441-7700
ITEM1. CHANGES IN CONTROL OF REGISTRANT

      On April 24, 2000, a change in control of ThirdCAI, Inc., (the "Company")
occurred pursuant to the Agreement and Plan of Reorganization between
iVoice.com, Inc., a Delaware corporation ("IVOC") and the persons being the
owners of record of all of the issued and outstanding stock of ThirdCAI, Inc., a
Nevada corporation (the "Company"). IVOC acquired100% of the outstanding common
stock of the Company in exchange for $150,000 and 50,000 newly issued shares of
IVOC Class A common stock. The cash payment was drawn from the working capital
of IVOC.

ITEM2. ACQUISITION OR DISPOSITION OF ASSETS

      On April 24, 2000, the Board of Directors of IVOC approved the purchase of
100% of the outstanding common stock of the Company in exchange for $150,000 and
50,000 newly issued shares of IVOC Class A common stock. The cash payment was
drawn from the working capital of IVOC. The acquisition was consummated pursuant
to the Agreement and Plan of Reorganization between iVoice.com, Inc., a Delaware
corporation and the persons being the owners of record of all of the issued and
outstanding stock of the Company.

The Company entered into a definitive agreement to acquire MaiSoft, Inc.
("MaiSoft"). As of the date of this filing, this transaction has not closed and
it is less than probable that this transaction will close. The Company will only
purchase certain software codes and MaiSoft will operate as a separate
non-related entity. (see "Notes to Financial Statements: Note 12 (a)" and
"Financial Statements for Maisoft")

ITEM5. OTHER

The Form10-SB for iVoice.com, Inc. has been included as an exhibit with this
Form 8-K.

ITEM6 RESIGNATIONS OF REGISTRANT'S DIRECTORS

On April 24,2000, Edmond L. Lonergran, the Company's sole officer and director
appointed Jerome R. Mahoney as a member of the board of directors.

On April 24,2000, the Company accepted the resignation of Edmond L. Lonergran as
a member of the board and the sole officer, effective immediately. Mr. Joel G.
Beagelman was appointed to fill the vacancy left by Mr. Lonergran's resignation.
Mr. Mahoney was also elected as Chief Executive Officer, Mr. Beagelman was also
appointed as Chief Financial Officer and Leo Pudio was also elected as
Vice-President of Operations.

ITEM7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (a) Financial Statements of Business Acquired
INVOICE.COM, INC.
                               FINANCIAL STATEMENT

                                     INDEX

Independent Auditors' Report                            F2

Balance Sheets                                          F3

Statements of Operations                                F4

Statements of Stockholders' Equity                     F5-F6

Statements of Cash Flows                               F7-F8

Notes to Financial Statement                           F9-F26

                                      -F1-
INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS' OF IVOICE.COM, INC.

We have audited the accompanying balance sheets of iVoice.com, Inc. as of
December 31, 1999 and 1998, and the related statements of operations,
stockholders' deficiency and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of iVoice.com, Inc. as of December
31, 1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1(a), the Company
had a loss and a negative cash flow from operations along with negative working
capital which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also discussed in
Note 1(a). The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                          MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                          Certified Public Accountants

New York, New York
April 24, 2000

                                     - F2 -
IVOICE.COM, INC.
                                 BALANCE SHEETS
December 31,
                                                                                       1999               1998
                                                                                   -----------        -----------
  ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                        $   195,861        $    71,328
  Accounts receivable, net of allowance for
   doubtful accounts of $50,000 and $7,500                                              31,726             46,865
  Inventory                                                                             10,140              8,457
  Prepaid expenses and other current assets                                             52,100              2,100
  Debt issue costs                                                                     362,541                 --
                                                                                   -----------        -----------
  Total current assets                                                                 652,368            128,750
Property and equipment, net of accumulated
  depreciation of $17,836 and $3,186                                                    55,408             12,743

Software license costs, net of accumulated
  amortization of $54,400                                                              489,600                 --
                                                                                   -----------        -----------

  TOTAL ASSETS                                                                     $ 1,197,376        $   141,493
                                                                                   ===========        ===========

   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Accounts payable and accrued expenses                                           $   181,754        $   132,116
   Legal settlement payable                                                          4,800,000                 --
   Due to related parties                                                               21,000             20,000
   Convertible debentures                                                              350,000                 --
   Note payable                                                                             --             12,318
                                                                                   -----------        -----------
   Total liabilities                                                                 5,352,754            164,434
                                                                                   -----------        -----------
Commitments and contingencies                                                               --                 --

STOCKHOLDERS' DEFICIENCY
   Common stock, series A - par value $.01; authorized
    75,000,000 and 40,000,000
    shares, 54,093,663 and
    10,000,000 issued and outstanding                                                  540,937            100,000
    Common stock, series B - no par value; authorized,
    issued and outstanding 700,000 and 400,000 shares                                       70                 40
    Additional paid in capital                                                       1,395,671            (85,289)
    Accumulated deficit                                                             (6,092,056)           (37,692)
                                                                                   -----------        -----------
   Total stockholders' deficiency                                                   (4,155,378)           (22,941)
                                                                                   -----------        -----------
   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $ 1,197,376        $   141,493
                                                                                   ===========        ===========

The accompanying notes are an integral part of the financial statement.

                                     - F3 -
IVOICE.COM, INC.
                            STATEMENTS OF OPERATIONS
For the Year Ended
                                                                                         December 31,
                                                                                    1999             1998
                                                                                -----------------------------
SALES, net                                                                      $   776,773       $   626,486

COST OF SALES                                                                       280,317           382,501
                                                                                -----------       -----------

GROSS PROFIT                                                                        496,456           243,985
                                                                                -----------       -----------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
   Selling expenses                                                                 168,707            33,685
   General and administrative expenses                                            1,177,730           237,306
   Bad debt expense                                                                  39,874             7,500
   Provision for obsolescence                                                        31,000                --
   Non-recurring expenses (see Note 11)                                           5,028,000                --
   Depreciation and amortization                                                     69,050             3,186
                                                                                -----------       -----------
Total selling, general and administrative expenses                                6,514,361           281,677
                                                                                -----------       -----------

LOSS FROM OPERATIONS                                                             (6,017,905)          (37,692)

OTHER EXPENSE
   Interest expense                                                                 (36,459)               --
                                                                                -----------       -----------

LOSS BEFORE INCOME TAXES                                                         (6,054,364)          (37,692)

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

NET LOSS                                                                        $(6,054,364)      $   (37,692)
                                                                                ===========       ===========

NET LOSS PER COMMON SHARE
   Basic                                                                        $      (.20)      $      (.00)
                                                                                ===========       ===========
   Diluted                                                                      $      (.20)      $      (.00)
                                                                                ===========       ===========
The accompanying notes are an integral part of the financial statement.

                                     - F4 -
IVOICE.COM, INC.
                          STATEMENT OF STOCKHOLDERS' DEFICIENCY
                      FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Common Stock                       Common Stock
                                                               Series A                           Series B
                                                        Shares          Amount              Shares        Amount
Balance,
January1,1998, adjusted to reflect
 outstanding shares of Visual                        10,000,000      $  100,000             400,000     $       40
Net loss for the year ended
December 31,1998                                             --              --                  --             --
                                                     ----------      ----------          ----------     ----------

Balance at December 31,1998                          10,000,000         100,000             400,000             40

Acquisition of net asset of Visual                   36,932,364         369,324             300,000             30

Issuance of common stock for
 software license costs                               3,200,000          32,000                  --             --

Issuance of common stock for
services                                              2,630,000          26,300                  --             --

Issuance of common stock for
exercise
 of stock options                                       100,000           1,000                  --             --

Issuance of common stock for cash                       981,299           9,813                  --             --

Issuance of common stock for
compensation                                            250,000           2,500                  --             --

Issuance of stock options as
compensation                                                 --              --                  --             --

Issuance of convertible bonds                                --              --                  --             --

Net loss for the year ended
December 31,1999                                             --              --                  --             --
                                                     ----------      ----------          ----------     ----------
Balance at December 31,1999                          54,093,663      $  540,937             700,000     $       70
                                                     ==========      ==========          ==========     ==========
The accompanying notes are an integral part of the financial statement.

                                      -F5-
IVOICE.COM, INC.
                STATEMENT OF STOCKHOLDERS' DEFICIENCY (Continued)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Additional                               Total
                                                               Paid in          Accumulated        Stockholders'
                                                               Capital            Deficit           Deficiency
                                                            -----------         -----------         -----------
Balance,
January1,1998, adjusted to reflect
  outstanding shares of Visual                              $   (85,289)        $        --         $    14,751

Net loss for the year ended
December 31,1998                                                     --             (37,692)            (37,692)
                                                            -----------         -----------         -----------
Balance at December 31,1998                                     (85,289)            (37,692)            (22,941)

Acquisition of net asset of Visual                             (231,354)                 --             138,000

Issuance of common stock for
 software license costs                                         512,000                  --             544,000

Issuance of common stock for
services                                                        264,500                  --             290,800

Issuance of common stock for
exercise
 of stock options                                                13,000                  --              14,000

Issuance of common stock for cash                               231,314                  --             241,127

Issuance of common stock for
compensation                                                     85,000                  --              87,500

Issuance of stock options as
compensation                                                    256,500                  --             256,500

Issuance of convertible bonds                                   350,000                  --             350,000

Net loss for the year ended
December 31,1999                                                     --          (6,054,364)         (6,054,364)
                                                            -----------         -----------         -----------

Balance at December 31,1999                                 $ 1,395,671         $(6,092,056)        $(4,155,378)
                                                            ===========         ===========         ===========
The accompanying notes are an integral part of the financial statement.

                                     - F6 -
IVOICE.COM, INC.
                            STATEMENTS OF CASH FLOWS
For the Year Ended
                                                                                              December 31,
                                                                                        1999               1998
                                                                                   -----------        ------------
CASH FLOW FROM OPERATING ACTIVITIES
  Net loss                                                                         $(6,054,364)       $   (37,692)
  Adjustments to reconcile net loss to net
   cash (used in) provided by operating activities
  Depreciation and amortization                                                         69,050              3,186
  Bad debt expense                                                                      42,500              7,500
  Provision for obsolescence                                                            31,000                 --
  Legal settlement expense                                                           4,500,000                 --
  Debt issue expense                                                                    32,959                 --
  Common stock issued for consulting services                                          290,800
  Common stock issued for compensation                                                  56,500                 --
  Stock options issued as compensation                                                 256,500                 --
    Changes in certain assets and liabilities:
    Increase in accounts receivable                                                    (27,361)            (4,365)
    Decrease in inventory                                                               81,191              4,075
    Increase in prepaid expense                                                             --                 --
    Increase in accounts payable and
      accrued expenses                                                                  49,638            116,416
    Increase in legal settlement payable                                               300,000                 --
                                                                                   -----------        -----------
Total cash (used in) provided by operating activities                                 (371,587)            89,120
                                                                                   -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                                    (1,189)            (5,186)
                                                                                   -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                             255,127                 --
  Prepaid offering and debt issue costs                                                (95,500)                --
  Repayment of notes payable                                                           (12,318)           (27,554)
  Sale of convertible debentures                                                       350,000                 --
                                                                                   -----------        -----------
Total cash provided by (used in) financing activities                                  497,309            (27,554)
                                                                                   -----------        -----------

NET INCREASE IN CASH AND  CASH EQUIVALENTS                                             124,533             56,380

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                           71,328             14,948
                                                                                   -----------        -----------
CASH AND CASH EQUIVALENTS - END OF YEAR                                            $   195,861        $    71,328
                                                                                   ===========        ===========

CASH PAID DURING THE YEAR FOR:
  Interest expense                                                                 $    41,708        $        --
                                                                                   ===========        ===========
  Income taxes                                                                     $        --        $        --
                                                                                   ===========        ===========
The accompanying notes are an integral part of the financial statement.

                                     - F7 -
IVOICE.COM, INC.
                           STATEMENTS OF CASH FLOWS (Continued)
                                DECEMBER 31, 1999 AND 1998

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

      a)    On May 21, 1999, the Company executed a Reorganization Agreement
            that provided that the Company and International Voice Technologies,
            Corp. ("IVT") would be merged and the Company would be the surviving
            entity. In connection with the merger transaction, the sole
            shareholder of IVT, received the following:

            i) 10,000,000 shares of the Company's Class A common stock and
            ii) 400,000 shares of the Company's Class B common stock.

      b)    On May 14, 1999, the Company issued 9,000,000 stock options to
            purchase the Company's class A common stock for $.033 per share.

      c)    On June 15, 1999, the Company issued 250,000 shares of Class A
            common stock in relation to an employee agreement.

      d)    On June 25, 1999, the Company issued 3,200,000 shares of the their
            Class A common stock valued at .17 per share or $544,000 in
            connection with the purchase of pre-developed software codes.

      e)    In connection with the Reorganization Agreement, the stock price was
            calculated using an average of the share price before the merger
            when the agreement was accepted. A consulting company received
            2,000,000 shares of the Company's Class A common stock, valued at
            .114 per share or $228,000 for services performed during April and
            May 1999.

      f)    The Company issued 230,000 shares of its Class A common stock valued
            at $30,800 for services performed relating to the merger during May
            1999.

      g)    The Company issued 400,000 shares of its Class A common stock for
            legal services valued at $32,000 for services performed relating to
            the merger during April and May 1999.

      h)    The Company incurred non-cash debt issue costs totaling $350,000 in
            relation to their 50% discount on the issuance of the 12%
            convertible bonds (see Note 7).

      i)    As described in notes 8(f) and 12(b), the Company issued 2,000,000
            shares of its Class A common stock valued at $4,500,000 in relation
            to a legal settlement.

The accompanying notes are an integral part of the financial statement.

                                          - F8 -
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)    Basis of Presentation

            The accompanying financial statements include the accounts of
            iVoice.com, Inc. (the "Company"), formerly known as Visual Telephone
            International, Inc. ("Visual"), which was incorporated under the
            laws of Utah on December 2, 1995, subsequently changed to Delaware.

            Effective May 21, 1999, Visual and International Voice Technologies,
            Corp. ("IVT") entered into a merger agreement whereby the Company
            would be the surviving entity (see Note 2 for Reorganization). As a
            result, IVT's former shareholder obtained control of Visual. For
            accounting purposes, this acquisition has been treated as a
            recapitalization of IVT.

            The financial statements presented include only the accounts of IVT
            from its inception (December 17, 1997 - operations began January
            1998) through May 21, 1999, and that of iVoice (Visual and IVT
            merged) from May 22, 1999 through December 31, 1999.

            The Company is publicly traded and is currently exempt from the
            requirement to register with a non-reporting public company traded
            on the Over The Counter Bulletin Board ("OTCBB"). The Company is
            required to become a fully reporting company by May 24, 2000 in
            order to continue to be quoted on the OTCBB.

            As reflected in the accompanying financial statements, the Company
            had a loss and a negative cash flow from operations as well as a
            negative working capital as of December 31, 1999. These matters
            raise substantial doubt about the Company's ability to continue as a
            going concern.

            In view of the matters described in the preceding paragraph,
            recoverability of a major portion of the recorded asset amounts
            shown in the accompanying balance sheet is dependent upon continued
            operations of the Company which, in turn, is dependent upon the
            Company's ability to continue to raise capital and generate positive
            cash flows from operations. The financial statements do not include
            any adjustments relating to the recoverability and classification of
            recorded asset amounts or amounts and classifications of liabilities
            that might be necessary should the Company be unable to continue its
            existence.

            Management plans to take the following steps that it believes will
            be sufficient to provide the Company with the ability to continue in
            existence:

      (i)   The Company has entered into a letter of intent with an investment
            banking firm to raise between $1,000,000 to $5,000,000 in
            convertible debentures (see Note 12g).

      (ii)  Re-negotiate the terms relating to their 12% convertible
            debentures (see Notes 7 and 12m).

                                     - F9 -
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)    Basis of Presentation (continued)

            (iii) Structure arrangements for the provision of services by
                  outside consultants and third party providers in a manner
                  which reserves the cash flow of the Company, such as through
                  agreements which require those consultants or service
                  providers to take a portion of any agreed-upon fee in stock or
                  stock options (see Note 12).
            (iv)  Expand the company through acquisitions that will enable the
                  Company to integrate new technology with their existing
                  technology (see Note 12a).
            (v)   Expand their sales force to help grow sales.

      b)    Line of Business
            The Company is a communication company primarily engaged in the
            development, manufacturing and marketing of voice and computer
            technology communication systems for small-to-medium sized
            businesses and corporate departments. The technology allows these
            businesses to communicate more effectively by integrating their
            traditional office telephone systems with voicemail, automated
            attendant and Interactive Voice Response ("IVR") functions. IVR
            products allow information in PC databases to be accessed from a
            standard touch-tone telephone system. The Company sells its products
            through Dealer and Reseller channels as well as through OEM
            agreements with certain telecommunications and networking companies
            throughout the United States.

      c)    Use of Estimates
            The preparation of financial statements in conformity with generally
            accepted accounting principles 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 financial statements and the reported amounts of revenue
            and expenses during the reporting period. Actual results could
            differ from those estimates.

      d)    Revenue Recognition
            The Company obtains its income from the sale of its systems and from
            commissions obtained from securing telephone usage contracts for a
            regional telecommunications company. These commissions are a monthly
            percentage of the gross usage charges of the customers obtained by
            the Company. The Company recognizes revenue at the time of shipment
            for sales of systems which do not require customization to be
            performed by the Company. Revenue for systems which require
            customization to be performed by the Company are recognized by the
            contract method of accounting, using percentage of completion for
            larger more complex systems (generally over a $25,000 sales price).
            Progress toward completion is measured by costs incurred to date as
            a percentage of total estimated costs for each contract. Unbilled
            receivables accrued under percentage of completion method amounted
            to $-0- as of December 31, 1999 and 1998, respectively. The
            completed contract method is used for smaller systems.

                                     - F10 -
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      d)    Revenue Recognition (continued)
            The Company recognizes revenue from services at the time the service
            is performed or over the period of the contract for
            maintenance/support.

      e)    Advertising Costs
            Advertising costs are expensed as incurred and are included in
            selling expenses. For the years ended December 31, 1999 and 1998,
            advertising expense amounted to $42,136 and $0, respectively.

      f)    Cash and Cash Equivalents
            The Company considers all highly liquid investments purchased with
            original maturities of three months or less to be cash equivalents.

      g)    Concentration of Credit Risk
            The Company places its cash in what it believes to be credit-worthy
            financial institutions. However, cash balances exceeded FDIC insured
            levels at various times during the year.

      h)    Inventory
            Inventory, consisting primarily of system components, is valued at
            the lower of cost or market. Cost is determined on a first-in,
            first-out basis.

      i)    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.

      j)    Software License Cost
            Software license costs are recorded at the lower of cost or 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 patented by Parawan Electronics,
            Corp. ("Parawan"), a non-related third party. As of December 31,
            1999, these costs are capitalized pursuant to Statement of Financial
            Accounting Standards ("SFAS") 86, paragraph 7 and are being
            amortized using the straight-line method over a period of five
            years. As described in Note 1 o), the Company has adopted SFAS No.
            121. The carrying value of software license costs are regularly
            reviewed by the Company and a loss would be recognized if the value
            of the estimated un-discounted cash flow benefit related to the
            asset falls below the unamortization cost. No impairment loss should
            be recognized as of December 31, 1999.

                                     - F11 -
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      k)    Income Taxes
            Income taxes are provided for based on the liability method of
            accounting pursuant to SFAS No. 109, "Accounting for Income Taxes".
            The liability method requires the recognition of deferred tax assets
            and liabilities for the expected future tax consequences of
            temporary differences between the reported amount of assets and
            liabilities and their tax basis.

      l)    Offering Costs
            Offering costs consist primarily of professional fees. These costs
            are charged against the proceeds of the sale of common stock in the
            periods in which they occur. As of December 31, 1999 the Company has
            prepaid offering costs totaling $50,000.

      m)    Debt Issue Costs
            Debt issue costs represent various commissions paid and the
            estimated cost of the 50% conversion discount feature relating to
            the issuance of the Company's convertible debentures. These costs
            are being amortized over the life of the debt (see Note 7).

      n)    Fair Value of Financial Instruments
            The carrying value of cash and cash equivalents, accounts
            receivable, inventory, accounts payable and accrued expenses and
            deferred revenue approximates fair value due to the relatively short
            maturity of these instruments.

      o)    Long-Lived Assets
            SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
            and for Long-Lived Assets to be Disposed of", requires that
            long-lived assets and certain identifiable intangibles to be held
            and used or disposed of by an entity be reviewed for impairment
            whenever events or changes in circumstances indicate that the
            carrying amount of an asset may not be recoverable. The Company has
            adopted this statement and determined that an impairment loss should
            not be recognized for applicable assets of continuing operations.

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

            The computation of basic earnings per share is computed by dividing
            income available to common stockholders by the weighted average
            number of outstanding common shares during the period. Diluted
            earnings per share gives effect to all dilutive potential common
            shares outstanding during the period. The computation of diluted EPS
            does not assume conversion, exercise or contingent exercise of
            securities that would have an anti-dilutive effect on earnings. The
            shares used in the computations are as follows:

                                     - F12 -
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      p)    Earnings per share (continued)

                                                  As December 31,
                                                1999           1998
                                                ----           ----
            Basic and Diluted EPS           30,500,000      10,000,000
                                            ==========      ==========

      q)    Comprehensive Income
            SFAS No. 130, "Reporting Comprehensive Income", establishes
            standards for the reporting and display of comprehensive income and
            its components in the financial statements. The items of other
            comprehensive income that are typically required to be displayed are
            foreign currency items, minimum pension liability adjustments, and
            unrealized gains and losses on certain investments in debt and
            equity securities. As of December 31, 1999 and 1998, the Company has
            no items that represent comprehensive income, and thus, has not
            included a statement of comprehensive income.

      r)    Recent Accounting Pronouncements
            SFAS No. 131, "Disclosure About Segments of an Enterprise and
            Related Information" changes the way public companies report
            information about segments. SFAS No. 131, which is based on the
            selected segment information quarterly and entity-wide disclosures
            about products and services, major customers, and the material
            countries in which the entity holds assets and reports revenue. This
            statement is effective for the Company's 1999 fiscal year. The
            Company is in the process of evaluating the disclosure requirements
            under this standard.

            SFAS No. 133, "Accounting for Derivative Instruments and for Hedging
            Activities" requires that certain derivative instruments be
            recognized in balance sheets at fair value and for changes in fair
            value to be recognized in operations. Additional guidance is also
            provided to determine when hedge accounting treatment is appropriate
            whereby hedging gains and losses are offset by losses and gains
            related directly to the hedged item. While the standard, as amended,
            must be adopted in the fiscal year beginning after June 15, 2000,
            its impact on the Company's consolidated financial statements is not
            expected to be material as the Company has not historically used
            derivative and hedge instruments.

            Statement of Position ("SOP") No. 98-1 specifies the appropriate
            accounting for costs incurred to develop or obtain computer software
            for internal use. The new pronouncement provides guidance on which
            costs should be capitalized, and over what period such costs should
            be amortized and what disclosures should be made regarding such
            costs. This pronouncement is effective for fiscal years beginning
            after December 15, 1998, but earlier application is acceptable.
            Previously capitalized costs will not be adjusted. The Company
            believes that it is already in substantial compliance with the
            accounting requirements as set forth in this new pronouncement and
            therefore believes that adoption will not have a material effect on
            financial condition or operating results.

                                      -F13-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      r)    Recent Accounting Pronouncements (continued)
            SOP No. 98-5 requires that companies write-off defined previously
            capitalized start-up costs including organization costs and expense
            future start-up costs as incurred. The Company believes that it is
            already in substantial compliance with the accounting requirements
            as set forth in this new pronouncement and therefore believes that
            adoption will not have a material effect on financial condition or
            operating results.

NOTE 2 - CORPORATE REORGANIZATION AND MERGER

            On May 21, 1999, the Company executed a Reorganization Agreement
            (the "Agreement") that provided that the Company and International
            Voice Technologies, Corp. ("IVT") would be merged and the Company
            would be the surviving entity. On May 25, 1999, a certificate of
            merger was filed with the State of Delaware. In connection with the
            merger transaction, the sole shareholder of IVT, received the
            following:

                  i)    10,000,000 shares of the Company's Class A common stock;
                        and

                  ii)   400,000 shares of the Company's Class B common stock.

            In addition, the two controlling shareholders of Visual sold 300,000
            shares of the Company's Class B common stock to IVT's sole
            shareholder and concurrently canceled a total of 2,000,000 shares of
            their Class A common stock.

            The Agreement also provided that certain assets of the Company would
            be transferred to Communications Research, Inc., ("CRI"), a wholly
            owned subsidiary of Visual. It also provided that the shares of CRI
            would be distributed pro rata to the Class A shareholders of the
            Company before the issuance of the 10,000,000 shares to the sole
            shareholder of IVT. The stock of CRI was distributed at the rate of
            one share of CRI for each four shares of the Company's Class A
            stock.

            A finder's fee of 2,000,000 shares was issued on August 30, 1999, in
            connection with the reorganization.

                                      -F14-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 2 - CORPORATE REORGANIZATION AND MERGER (Continued)

            This merger transaction has been accounted for in the financial
            statements as a public shell merger. As a result of this transaction
            the former shareholders of IVT acquired or exercised control over a
            majority of the shares of Visual. Accordingly, the transaction has
            been treated for accounting purposes as a recapitalization of IVT
            and, therefore, these financial statements represent a continuation
            of the legal entity, IVT, not Visual, the legal survivor.
            Consequently, the comparative figures are those of iVoice.com.
            Because the historical financial statements are presented in this
            manner, proforma financial statements are not required.

            In accounting for this transaction:

            i)    IVT is deemed to be the purchaser and surviving company for
                  accounting purposes. Accordingly, its net assets are included
                  in the balance sheet at their historical book values;

            ii)   Control of the net assets and business of Visual was acquired
                  effective May 21, 1999 (the "Effective Date"). This
                  transaction has been accounted for as a purchase of the assets
                  and liabilities of Visual by IVT at the fair value of
                  $138,000. The historical cost of the net assets acquired was
                  $90,780. A summary of the assigned values of the net assets
                  acquired is as follows:

                       Cash and cash equivalents    $      191
                        Property and equipment         138,809
                          Accrued expenses              (1,000)
                                                    ----------
                          Net assets acquired       $  138,000
                                                    ==========

            iii)  The statements of operations and cash flows include IVT's
                  results of operations and cash flows from January 1, 1998
                  (date operations began) and Visual's results of operations
                  from the Effective Date.

                                      -F15-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 3 -    PROPERTY AND EQUIPMENT

            Property and equipment is summarized as follows:

                                                        December 31,
                                                     1999          1998
                                                    ------        ------
            Equipment                              $ 8,932       $  8,186
            Furniture and fixtures                  64,312          7,743
                                                   -------       --------
                                                    73,244         15,929
            Less:  Accumulated depreciation        (17,836)        (3,186)
                                                  --------       --------
               property and equipment, net         $55,408       $ 12,743
                                                   =======       ========

            Depreciation expense for the years ended December 31, 1999 and 1998
            was $14,650 and $3,186, respectively.

NOTE 4 - INCOME TAXES

            The components of the provision for income taxes are as follows:

                                                            December 31,
                                                            ------------
                                                           1999         1998
                                                         --------     --------
               Current Tax Expense
                 U.S. Federal                            $      -     $      -
                 State and Local                                -            -
                                                         --------     --------
               Total Current                                    -            -
                                                         --------     --------

               Deferred Tax Expense
                 U.S. Federal                                   -            -
                 State and Local                                -            -
                                                         ---------    --------
               Total Deferred                                   -            -
                                                         ---------    --------
               Total Tax Provision from
                   Continuing Operations$                $      -     $      -
                                                         =========    ========

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

               Federal Income Tax Rate                       (34.0)%
                 Deferred Tax Charge (Credit)                     -
                 Effect on Valuation Allowance                 34.0%
               State Income Tax, Net of Federal Benefit           -
                                                            -------
               Effective Income Tax Rate                        0.0%
                                                            =======

                                      -F16-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 4 - INCOME TAXES (Continued)

            As of December 31, 1999 and 1998, the Company had net carryforward
            losses of approximately $1,700,000 and $38,000 that can be utilized
            to offset future taxable income through 2014. Utilization of these
            net carryforward losses is subject to the limitations of Internal
            Revenue Code Section 382. Because of the current uncertainty of
            realizing the benefit of the tax carryforward, a valuation allowance
            equal to the tax benefit for deferred taxes has been established.
            The full realization of the tax benefit associated with the
            carryforward depends predominantly upon the Company's ability to
            generate taxable income during the carryforward period.

            Deferred tax assets and liabilities reflect the net tax effect of
            temporary differences between the carrying amount of assets and
            liabilities for financial reporting purposes and amounts used for
            income tax purposes. Significant components of the Company's
            deferred tax assets and liabilities are summarized as follows:

                                                           December 31
                                                        1999        1998
                                                      --------    --------
               Net Operating Loss Carryforwards       $578,000    $12,920
               Less:  Valuation Allowance             (578,000)   (12,920)
                                                     ---------    --------
               Net Deferred Tax Assets                $      -    $      -
                                                     =========    ========

            Net operating loss carryforwards expire starting in 2007 through
            2014.

NOTE 5 - DUE TO RELATED PARTY

            As of December 31, 1999 and 1998, due to related parties represents
            non-interest bearing advances of $21,000 and $20,000, respectively,
            from an officer (see also Notes 8, 9 and 10).

NOTE 6 - NOTE PAYABLE

            Note payable represented a $12,318 note payable to the Bank of New
            York, as of December 31, 1998. The note has been repaid as of
            December 31, 1999.

                                      -F17-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 7 - CONVERTIBLE DEBENTURES

            Convertible debentures consisted of six notes payable totaling
            $350,000 bearing interest at 12% per annum payable on December 1,
            2000, which were sold by the Company to non-related third parties as
            of December 1, 1999. These debentures are convertible into shares of
            the Company's Class A Common Stock at the option of the holder by
            dividing the outstanding principal and interest by the conversion
            price which shall equal 50% of the average bid price during the 20
            trading days before the conversion date. The convertible debentures
            are subject to default if the Company has not registered its shares
            under a regulation offering within 150 days of the effective date of
            the debentures (also see Note 1(m)).

NOTE 8 - COMMITMENTS AND CONTINGENCIES

            a)    The Company's future minimum annual aggregate rental payments
                  required under operating that have initial or remaining
                  non-cancelable lease terms in excess of one year are as
                  follows:

                   December 31,
                   2000                                       $   51,000
                   2001                                           44,800
                                                              ----------
                     Total                                    $   95,800
                                                              ==========

            Rent expense under operating leases for the year ended December 31,
            1999 and 1998 was $70,185 and $1,000, respectively.

            b)    The Company is committed to a monthly lease agreement for
                  their office currently utilized as the corporate headquarters.
                  Monthly lease payments total $1,450.

            c)    During May 1999, the Company entered into a five year
                  employment agreement with its majority shareholder (the
                  "Executive"). He will serve as the Company's Chairman of the
                  Board and its Chief Executive Officer for a term of five
                  years. As consideration, the Company agrees to pay the
                  Executive a sum of $180,000 the first year with a 10% increase
                  every year thereafter.

            d)    In connection with the Reorganization Agreement, the Company
                  entered into a five-year consulting agreement with one of
                  Visual's Directors (the "Director"). The agreement provides
                  that the Director will devote his part-time efforts to:

                  o     coordinating investor and public relations, including
                        working with investment bankers in connection with
                        public or private equity or debt funding ventures;

                  o     facilitating the preparation and filing of a Form 10 or
                        Form 10-SB registration statement with the Securities
                        and Exchange Commission (the "SEC"),

                                      -F18-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

                  o     the subsequent preparation and filing of periodic
                        reports with the SEC;

                  o     seeking and evaluating potential business or product
                        line acquisitions;

                  o     seeking potential sources of debt or equity financing
                        for the Company's business activities or growth; and

                  o     monitoring, and reporting to management of the Company
                        on a monthly basis of, the activities of each of the
                        subsidiaries, if any, of the Company; and such other
                        activities as shall be mutually agreed upon by the
                        parties.

                  As compensation for his services, the Director shall receive a
                  fee of $104,000 per year provided, however, that such fee
                  shall be paid only from up to 10% of any equity or debt funds
                  raised by the Company. If such funds are not available for
                  payment of the consulting fee when due, such amount shall be
                  accrued and paid by the Company as soon as such equity or debt
                  funds are received by the Company. If any accrued consulting
                  fees are outstanding at the termination of the Agreement, the
                  Company will have no further obligation to pay the Consultant
                  any accrued fees. As consideration for entering into the
                  Consulting Agreement, the Director received 50,000 shares of
                  common stock of a public company received by Visual in a
                  Settlement Agreement dated March 5, 2000.

      e)    On June 2, 1999, subsequently amended January 11, 2000, the Company
            entered into a three-year employment agreement, expiring on May 31,
            2002, with an employee. As compensation, such employee will receive
            a base salary and

            1)    options to purchase 140,000 shares of the Company's Class A
                  common stock; and
            2)    250,000 shares of the Company's Class A common stock.

      f)    The Company is a party to a lawsuit initiated by an individual on
            November 1, 1999 relating to an investment made into an entity
            called IVS Corp. ("IVS"). This investment was made between the years
            1994 and 1996. IVS was incorporated in 1993 and ceased operations in
            November, 1997. The majority shareholder of IVS is the majority
            shareholder and CEO of the Company. The Company believes this
            lawsuit should not exceed $4,800,000 and accordingly has established
            a reserve in accounts payable and accrued expenses. The Company
            settled this lawsuit during March 2000 (also see Note 12).

                                      -F19-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 9 - COMMON STOCK

            The company has two issuances of common stock:

            a)    Class A Common Stock
                  Class A common stock consists of 75,000,000 shares of
                  authorized common stock with a par value of $.01. Class A
                  stock has voting rights of 1:1 and as of December 31, 1999 and
                  1998, 54,083,663 and 10,000,000 were issued and outstanding,
                  respectively.

                  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 the payment of
                  dividends. As of December 31, 1999 and 1998, the Company has
                  not paid any dividends on its Common Stock.

            b)    Class B Common Stock
                  Class B Common Stock consists of 700,000 shares of authorized
                  common stock with no intrinsic value. Class B stock has voting
                  rights of 100 to 1 with respect to Class A Common Stock. As of
                  December 31, 1999 and 1998, 700,000 and 400,000 were issued
                  and outstanding, respectively (see Note 2). Class B common
                  stockholders are not entitled to receive dividends (see Note
                  12h).

NOTE 10 - STOCK OPTIONS

            During 1997, the Company issued the following options:

            a)    On December 15, 1997, issued options to purchase 75,866 shares
                  of Class A common stock at $.12, which expired on December 15,
                  1999.

            During 1998, the Company issued various options as follows:

            b)    On January 1, 1998, issued options to purchase 400,000 shares
                  of Class A common stock, at an average exercise price of $1.33
                  for services, with expiration on January 1, 2001.

            c)    On July 13, 1998, issued options to purchase 50,000 shares of
                  Class A common stock at $.10 per share expiring in 12 months
                  (expired).

            d)    On July 14, 1998, issued options to purchase 195,185 shares of
                  Class A common stock at $.1035 for investment banking
                  services, exercisable within three years (see note 10).

                                      -F20-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999 AND 1998

NOTE 10 - STOCK OPTIONS (Continued)

            e)    On October 5, 1998, issued options to purchase 1,000,000
                  shares of Class A common stock at $.03 (exercised).

            f)    On November 23, 1998, issued options to purchase 300,000
                  shares of Class A common stock at $.05 (exercised).

            g)    On December 22, 1998, issued options to purchase 10,000 shares
                  of Class A common stock at $.10 for investment banking
                  services.

            During 1999, the Company issued various options as follows:

            h)    On January 5, 1999, issued options to purchase 10,000 share of
                  Class A common stock at $.12 per share expiring in five years.

            i)    On January 21, 1999, issued options to purchase 10,000 shares
                  of Class A common stock at $.107 per share expiring in five
                  years.

            j)    On February 5, 1999, issued options to purchase 10,000 shares
                  of Class A common stock at $.107 per share expiring in five
                  years.

            k)    On March 17, 1999, issued options to purchase 10,000 shares of
                  Class A common stock at $.107 per share expiring in five
                  years.

            l)    On April 6, 1999, issued options to purchase 10,000 shares of
                  Class A common stock at $.107 per share expiring in five
                  years.

            m)    On May 14, 1999, the Company issued an option to purchase
                  9,000,000 shares of Class A Common Stock at $.033 per share
                  expiring in five years.

            Options outstanding, except options under employee stock option plan
            are as follows as of December 31,1999:

                                      -F21-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 10 -   STOCK OPTIONS (Continued)

            Expiration Date                      Exercise Price      Shares
            ---------------                      --------------      ------
            a) December 15, 1999 (Expired)            .1200          75,866
            c) July 13, 1999 (Expired)                .1000          50,000
            d) July 14, 2001                          .1035         195,185
            b) January 1, 2001                        .3100         100,000
            b) January 1, 2001                       1.0000         100,000
            b) January 1, 2001                       2.0000         200,000
            g) December 22, 2003                      .1000          10,000
            h-l)January - April 2004                  .1096          50,000
                                                                   --------
                                                                    781,051
                                                                   ========

            n)    Employee Stock Option Plan
                  During the year ended December 31, 1999, the Company adopted
                  the Employee Stock Option 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 at no less than 85% of the market price on the
                  date the option is granted. Options generally vest over four
                  years and have a maximum term of five to ten years. During the
                  year ended December 31, 1999, 20,000,000 shares were reserved
                  for future issuance under the plan of which 9,510,000 shares
                  were granted subsequent to the adoption as detailed below:

               Optionee               Date               #Shares        Price
            -----------------        --------           ---------       -----
            Joel Beagleman           05/14/99           9,000,000       0.033
            Leo Pudlo                06/15/99             140,000       0.350
            Carolyn Mikuski          08/02/99              10,000       0.290
            Arlene Wiko              08/02/99               5,000       0.290
            Peter Spohrer            08/02/99              20,000       0.290
            Randy Gerber             08/02/99               5,000       0.290
            David B. Alberding       09/07/99              20,000       0.210
            Robert Weist             08/02/99              20,000       0.290
            Greg M. Shanken          10/15/99              20,000       0.160
            John Bianco              11/08/99             100,000       0.165
            John Bianco              11/08/99             150,000       0.210
            Derek Rowe               12/27/99              20,000       0.350
                                                        ---------
                                                        9,510,000

                                      -F22-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 10 - STOCK OPTIONS (Continued)

            The Company has adopted only the disclosure provisions of SFAS No.
            123. It applies Accounting Principles Bulletin ("APB") Opinion No.
            25, "Accounting for Stock Issued to Employess", and its related
            interpretations in accounting for its plan. It does not recognize
            compensation expense for its stock-based compensation plan other
            than for restricted stock and options/warrants issued to outside
            third parties. If the Company had elected to recognize compensation
            expense based upon the fair value at the grant date for awards under
            its plan consistent with the methodology prescribed by SFAS No. 123,
            the Company's net loss and loss per share would be increased to the
            proforma amounts indicated below:

                                                       For The Year Ended,
                                                           December 31,
                                                           ------------
                                                        1999             1998
                                                    -----------        --------
              Net Loss
                 As Reported                        $(1,662,702)       $     --
                                                    ===========        ========
                 Proforma                           $(1,945,123)       $     --
                                                    ===========        ========

              Basic Loss Per Share
                 As Reported                        $     (.026)       $     --
                                                    ===========        ========
                 Proforma                           $     (.031)       $     --
                                                    ===========        ========

            These proforma amounts may not be representative of future
            disclosures because they do not take into effect proforma
            compensation expense related to grants made before 1997. The fair
            value of these options were estimated at the date of grant using the
            Black-Scholes option-pricing model with the following
            weighted-average assumptions for the years ended December 31, 1999
            and 1998: dividend yield of 0%; expected volatility of 320%;
            risk-free interest rates of 5.84%; and expected life of 3.0 years.

            The Black-Scholes option valuation model was developed for use in
            estimating the fair value of traded options, which have no vesting
            restrictions and are fully transferable. In addition, option
            valuation models require the input of highly subjective assumptions
            including the expected stock price volatility. Because the Company's
            employee stock options have characteristics significantly different
            from those of traded options, and because changes in the subjective
            input assumptions can materially affect the fair value estimate, in
            management's opinion, the existing models do not necessarily provide
            a reliable single measure of the fair value of its employee stock
            options.

                                      -F23-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 10 -      STOCK OPTIONS (Continued)

The following summarizes the stock option and warrant transactions:

                                            Weighted       Other      Weighted
                                 Employee   Average       Options     Average
                            Stock Options   Exercise        and       Exercise
                              Outstanding    Price       Warrants      Price
                               ----------   --------    ----------    --------
Balance, December 31, 1997             --   $     --        75,866    $   0.12
  Granted                              --   $     --     1,955,185    $   0.06
  Exercised                            --   $     --    (1,300,000)       0.03
  Canceled                             --   $     --            --          --
                               ----------   --------   -----------    --------

Balance, December 31, 1998             --   $     --       731,051    $   0.12
  Granted                       9,510,000   $    .03        50,000    $   0.11
  Exercised                                       --   $        --    $     --
  Canceled                             --   $     --      (125,866)   $   0.11
                               ----------   --------   -----------    --------

Balance, December 31, 1999      9,510,000   $    .03       655,185    $   0.12
                               ----------   --------   -----------    --------

Outstanding and Exercisable,
 December 31, 1998                     --   $     --       731,051    $   0.12
                               ----------   --------   -----------    --------

Outstanding and Exercisable,
 December 31, 1999             9,000,000$         03       655,185    $   0.12
                               ----------   --------   -----------    --------

            The weighted average remaining contractual lives of the employee
            stock options is 2.5 years at December 31, 1999.

NOTE 11 - NON-RECURRING EXPENSES

            Non-recurring expenses consisted of the following for the year ended
December 31, 1999:

            a)   Legal Settlements         $ 4,800,000
            b)   Merger Costs                  228,000
                                           -----------
            Total non-recurring expenses$    5,028,000
                                           ===========

            a)    The Company recognized $4,800,000 of expenses relating to
                  legal settlements. During February 2000, the Company settled a
                  lawsuit and agreed to pay $300,000 in cash and issue 2,000,000
                  shares of its Class A restricted common stock valued at
                  $4,500,000 (see Note 12b).

                                      -F24-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 11 - NON-RECURRING EXPENSES (Continued)

            b)    In connection with the Reorganization Agreement, a consulting
                  company received 2,000,000 shares of the Company's Class A
                  common stock, valued at .114 per share or $228,000 for
                  services performed. These shares were for services performed
                  during the merger (see Note 2).

NOTE 12 - SUBSEQUENT EVENTS

            a)    On March 27, 2000, the Company entered into a definitive
                  agreement to acquire MaiSoft, Inc. ("MaiSoft"). MaiSoft
                  possesses unified messaging technology which will be
                  integrated with the Company's present technology. The terms of
                  the agreement specify that the Company will pay $1,000,000 in
                  cash and issue 2,400,000 shares of its class A common stock in
                  exchange for certain assets of Maisoft. The agreement is
                  subject to a repricing mechanism after one year based upon
                  certain levels of the Company's common stock price. As of the
                  date of this report, this transaction has not closed and it is
                  less than probable that this transaction will close.

            b)    During February 2000, the Company settled a lawsuit (see Note
                  8F). As settlement, the Company paid $300,000 in cash and
                  issued 2,000,000 shares of its Class A restricted common stock
                  valued at $4,500,000.

            c)    During March 2000, the Company increased its authorized shares
                  of its Class A common stock from 75,000,000 to 150,000,000.

            d)    During March 2000, 195,185 of outstanding stock options were
                  exercised.

            e)    During January, February and March 2000, the Company issued
                  four additional 12% secured convertible debentures due
                  December 1, 2000, totaling $150,000.

            f)    On April 21, 2000, the Company executed an agreement and plan
                  of reorganization with ThirdCAI, Inc. ("ThirdCAI"), a fully
                  reporting holding company. The agreement stipulates that
                  ThirdCAI and the Company would be merged and the Company would
                  be the surviving entity. The Company will issue 50,000 shares
                  for all outstanding shares of ThirdCAI. A finders fee of
                  $150,000 is also payable in relation to the agreement

            g)    On April 19, 2000, the Company entered into a letter of intent
                  with an investment banking firm to issue a minimum of
                  $1,000,000 and a maximum of $5,000,000 of 6% convertible
                  debentures, due in one year, on a "best efforts" basis, as
                  follows:

                  i)    $1,000,000 to $2,500,000 funded by May 10, 2000; and
                  ii)   $1,000,000 to $2,500,000 funded within 60 days of the
                        initial closing on May 10, 2000.

                                      -F25-
IVOICE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 12 - SUBSEQUENT EVENTS (Continued)

            The debentures are convertible at the lessor of :

                  (a)   50% discount of the lowest closing bid price from April
                        18, 2000 until the date of the initial closing; or

                  (b)   a 50% discount, utilizing a twenty (20) day average
                        closing bid price to the market price at the time of
                        conversion for the first $2,500,000 raise. The second
                        $2,500,000 raise will be convertible at a 50% discount,
                        utilizing a twenty (20) day average closing bid price to
                        the market price at the time of conversion. The
                        Debenture may be converted at any time and must be
                        converted within one year from the date of an effective
                        registration.

                  The debentures and underlying securities shall be registered
                  by an appropriate registration statement filed no later than
                  sixty (60) days from the date of the initial closing of this
                  offering.

            h)    On April 24, 2000, the Company filed to amend its Articles of
                  Incorporation to state that Class B common stock is
                  convertible into its Class A common stock at a conversion rate
                  of one share of Class B common stock for one hundred shares of
                  Class A common stock. The conversion ratio is in relation to
                  the voting ratio.

            i)    On April 24, 2000, the Company terminated its agreement with
                  their former investment banking firm. The Company has agreed
                  to issue shares of its restricted Class A common stock as
                  settlement for all obligations relating to their agreement.
                  This settlement is not yet finalized.

            j)    On March 21, 2000, 9,000,000 stock options were exercised to
                  purchase 9,000,000 shares of the Company's Class A common
                  stock at a strike price of $.033 (see Note 10m).

            k)    During April 2000, the Company issued 37,500 shares of its
                  Class A common stock for services rendered to two non-related
                  individuals. These services were valued at the closing market
                  price of the Company's Class A common stock on the date of
                  issuance which approximated $72,000.

            l)    During April 2000, the Company sold 1,750,000 shares of its
                  Class A commons stock for approximately $750,000.

            m)    On April 24, 2000, the Company entered into discussions to
                  issue 100,000 shares of its Class A common stock to the 12%
                  convertible debenture holders, to extend the default term of
                  the debentures for a period of six months.

                                     -F26-
(b)   Form 10-SB of iVoice.Com, Inc.

                                iVoice.com, Inc.
                                ----------------
             (Exact name of registrant as specified in its charter)

Delaware                                                      86-0974165
------------------------------------------------------------------------
(State of organization)             (I.R.S. Employer Identification No.)

750 Route 34, Matawan, NJ 07747
-------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code (732) 441-7700

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

            Class A Common Stock, par value $0.01 per share

                                        3
ITEM 1. DESCRIPTION OF BUSINESS

                                   Background

The Company, formerly Visual Telephone International, Inc., a Delaware
corporation, was incorporated in 1989, and is the successor to Booster
Corporation, a publicly traded Utah corporation, incorporated in 1985.

On February 5, 1988, Articles of Amendment were filed with the state of Utah
changing the name of the Company from Booster Corp. to "Kenneth Dion of
Scottsdale, Inc.".

On January 23, 1990, Articles of Amendment were filed with the state of Utah
changing the name of the Company from Kenneth Dion of Scottsdale, inc. to
"Select Housing Associates, Inc.".

On February 2, 1990, Select Housing Associates, Inc. (a Utah corporation) was
merged into Del Enterprises, Inc. (a Delaware corporation, which was
incorporated on October 20, 1989).

On November 12, 1991, the name of the corporation, Select Housing Associates,
Inc., was changed to "Select Resources, Inc." to differentiate it from the
wholly-owned California subsidiary, Select Housing Associates.

On March 25, 1996, Certificate of Amendment were filed with the state of
Delaware changing the name of the Company from Select Resources, Inc. to "Visual
Telephone of New Jersey, Inc.", and on September 2, 1996 to "Visual Telephone
International, Inc."

During 1995, the Company exchanged all of its Select Housing shares for 100% of
the shares of Visual Telephone of New Jersey as well as changed its name to
Visual Telephone of New Jersey. This name change was pursuant to a stock
exchange agreement. On February 26, 1996, the Company entered into a Stock
Exchange Agreement with Visual Telephone of NJ., Inc. ("Visual Telephone"), a
privately held New Jersey corporation, its shareholders, and three of the
principle shareholders of the Company. The purpose of the agreement was to
acquire all of the outstanding shares of Visual Telephone and to spin-off Select
Housing Associates, Inc. ("SHA"), a wholly owned subsidiary of the Company. As
set forth in the agreement, the Company agreed to issue 5,611,000 shares to one
of the two shareholders of Visual Telephone and to transfer one-half of the
shares of SHA owned by the Company to Joel Beagelman, the other shareholder of
Visual Telephone, in return for all of the outstanding shares of Visual
Telephone. In addition, the Company agreed to transfer the other half of the
shares of SHA owned by the Company to Gary W. Pomeroy and Brad W. Pomeroy in
return for the cancellation of 1,111,000 shares of common stock of the Company
owned by such individuals. Mr. Beagelman and the Pomeroys were directors of the
Company at the time of the transaction. On February 26, 1996, the Stock Exchange
Agreement was approved by the consent of shareholders of the Company owning a
majority of the outstanding shares of common stock of the Company. Visual
telephone would be considered a public shell (explanation to follow).

In July 1996, the Company acquired Communications Research Inc. ("CRI"). On May
21, 1999, International Voice Technologies, Corp. ("IVT") a Delaware
corporation, merged into the Company. Simultaneous with the merger with IVT,
Communications Research, Inc. ("CRI") was spun off and the name of the Company,
Visual Telephone International, Inc., was changed to iVoice.com, Inc.
Additionaly, the Company revised its trading symbol on the NASD OTC Bulletin
Board to "IVOC". In consideration for merging IVT into the Company, the sole
shareholder of IVT, Jerome Mahoney, received:

      a. 10,000,000 shares of Class A Common Stock issued, and

                                        4
b.    700,000 shares of Class B Common Stock. (see "Certain Transactions
            and Business Relationships").

      c.    The firm of Toby Investments consulted on this transaction and was
            awarded 2,000,000 shares of Common Stock for his efforts.

During April 2000, the Company issued 37,500 shares of its Class A common stock
for services rendered to Robert Keenan, who received 25,000 shares and to Ken
Glynn, Esq. , who received 12,500 shares. These shares were exempt from the
registration requirements of Section 5 of the Securities Exchange Act of 1934,
as amended, (the "Act") as provided in Section 4(2) of that Act.

      During April 2000, the Company sold 1,750,000 shares of its Class A common
stock for approximately $750,000 to Gaston Coldwater, LLC. These shares were
exempt from registration pursuant to Rule 504 of Regulation D.

CRI is currently in the process of filing a registration statement to provide
for the proposed distribution of CRI shares to Visual Telephone shareholders.
The Visual Telephone shareholders are to receive one share of CRI for every four
shares of Visual shares owned. The principal shareholders, officers and
directors of Visual Telephone were Carl Ceragno and Joel Beagelman. Mr. Ceragno
remained with CRI and Mr. Beagelman obtained a consulting agreement with
iVoice.com.

The merger between IVT and Visual Telephone was accounted for in its financial
statements as a public shell merger. In a public shell merger the shareholders
of the operating company (in this case IVT) become the majority owners of the
shell company (Visual Telephone), and the shareholders of the public shell
company become minority shareholders.

The Company's present management team includes:

      1. Jerome R. Mahoney President and Chief Executive Officer (1)

      2. Joel G. Beagelman Vice President and Chief Financial Officer (1)

      3. Leo Pudio Vice President of Operations.

(1)  Serves as a member of the Board of Directors

Mr. Beagelman has a consulting agreement with the Company. The consulting
agreement has a five year term with compensation of $104,000 per year. The
Company granted Mr. Beagelman a stock option for the right to purchase up to
9,000,000 shares of Class A common stock. Mr. Beagleman also received 50,000
shares of IntermediaNet Common Stock in lieu of services provided related to the
spin-off of Communications Research, Inc. and the public shell merger of IVT.
The 50,000 shares of IntermedialNet was the result of a claim that arose prior
to the merger between IVT and Visual Telephone where Visual Telephone purchased
a license from IntermediaNet to use its video conferencing equipment. This
equipment did not meet the standards as promoted by IntermediaNet thus the
Company cancelled the agreement and asked for restitution for the time and
monies extended. The claim was settled by IntermediaNet giving Visual Telephone
50,000 shares of its stock. This stock as of May 1999, had an estimated value of
less than $5,000.

The Company's principal offices and facilities are located at 750 Highway 34,
Matawan, NJ 07747 and its telephone number is (732) 441-7000.

                                        5
iVoice.com. Inc., (NASDAQ BB: "IVOC"), designs, manufactures and markets voice
and computer technology communications systems for small and mid-size business
and corporate departments. The Company provides interactive voice response (IVR)
products that allow information in PC databases to be accessed from a standard
touch-tone telephone. The Company sells its products through dealer and reseller
channels, as well as through OEM agreements with telecommunication and
networking companies.

The Company's product strategy emphasizes the development of software as opposed
to hardware, and the use of standard PC-related hardware components in its
products, in part to limit its manufacturing activity.

The flagship product of the Company called INSIGHT, is a software development
toolkit providing 32-bit interactive voice response (IVR) capabilities for the
Windows NT platform (complete with a graphical user interface ("GUI")). INSIGHT
is the current generation of the Company's product IVR (interactive voice
response) Tools enabling callers to query and modify database information over
their touch-tone telephone. Phone callers use their touch-tone pad to input
requests, such as ordering a product, obtaining a work schedule, or requesting
account balance information, and the database "speaks" information back to the
caller. IVR also enables customers and businesses to conduct transactions 24
hours a day, seven days a week. INSIGHT utilizes open development languages
(i.e. Microsoft's Visual Basic and Visual FoxPro, Delphi, Access and C++),
database application (i.e. Oracle, Sybase, Btrieve and OBDC) and platforms such
as Windows NT.

The Company also markets several call-processing features. One such feature is a
Unified Messaging System, which is an inbox for all messages. Using Microsoft
Outlook or a Web browser, messages are made available from anywhere in the world
and can be reviewed and acted upon. With this system customers will have access
to all voice, fax and e-mail messages through their PC or the telephone Unified
Messaging System inbox. E-mail can be retrieved over the phone using its
text-to-speech capabilities and responded to with a voice message. Faxes can
also be retrieved over the phone and re-directed to any fax machine from the
phone.

Other call-processing features that the Company markets are Voice Mail,
Automated Attendant (allows a caller to store voice messages and to reply to a
computer thus providing the ability to conduct a dialogue with a person without
having to be on the same line at the same time), Interactive Voice Response
(allows a caller to obtain information in voice form from a local or non-local
database), Text to Speech (converts any computer readable text into intelligible
sounding speech) and Speech Recognition (the process by which the PC translates
spoken words into commands).

                               Recent Developments

On April 24, 2000, iVoice.com, Inc. (the "Company") entered into an Agreement
and Plan of Reorganization with all the shareholders of record of all the issued
and outstanding shares of ThirdCAI ("CAI"). The Company acquired all the issued
and outstanding shares of CAI in exchange for US$150,000.00 and 50,000 shares of
the Company's Class A voting common stock.

As of April 24, 2000, there were 3 record shareholders of the CAI's issued and
outstanding stock. One of the shareholders was a corporation, of which the sole
officer and director of CAI was also the President.

On February 29, 2000, the Company entered into an agreement with the Municipal
Traffic Department of Shelby County, Tennnessee, which is evidenced by a
purchase order. Under the terms the Company will supply Windows NT IVR Hardware
and Software considerations in exchange for the quoted price of $33,199.00.

                                        6
Product and Services

The Company possesses technology of PC/Computer Telephony Integrated ("CTI") -
based call processing systems. The Company's software products enable
small-to-medium sized businesses and offices to communicate by integrating their
traditional office telephone systems with voice mail, automated attendant and
interactive voice functions.

All the Company's products are designed to be user friendly with features that
can be readily used without special training or manuals. The products run on
standard open-architecture PC platforms. Thus, off-the-shelf products such as
Microsoft Windows NT Server/Workstation operating systems and hardware
peripheral items are compatible with iVoice.com's line of products.

The Company emphasizes the development of software and uses standard PC-related
hardware components in its products. The Company's manufacturing operations
consist of final assembly and quality control testing of materials,
subassemblies and systems. Third party vendors are used for hardware components
such as PCs, circuitboards, application cards, faxboards and voiceboards. The
Company obtains voiceboards from Natural Micro Systems and Dialogic, both
domestic suppliers.

INSIGHT is the Company's flagship product. This is a software development
toolkit which provides 32-bit interactive voice response for the Windows NT
platform plus a graphical user interface ("GUI"). INSIGHT enables callers to
query and modify database information over their touch-tone telephone. Here
callers use their touch-tone pad to input requests, such as ordering a product,
obtaining a work schedule, or requesting account balance information upon which
the database "speaks" information back to the caller. INSIGHT includes over 500
built-in voice prompts, which enable users to easily incorporate telephony into
their database applications.

Some of the features and functions that INSIGHT provides are as follows:

      1.    Windows NT based INSIGHT supports the windows NT platform, a
            powerful, reliable operating environment that allows for numerous
            advanced interactive voice response ("IVR") applications.

      2.    MICROSOFT NT based INSIGHT supports the MICROSOFT NT platform. The
            Company has updated this system to incorporate an Internet Access
            Tool, which can be either connected to the IVR system or ran as a
            standalone. This system also has a Graphical User Interface. This
            application also provides for Internet access to the system.

Once logged onto the Internet, access to the IVR system is accomplished by
clicking on a hypertext link for your 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.

The following call-processing features are also available with the above
platforms:

      1.    IVR: Permits a caller to obtain requested information in voice form
            from a local or non-local database. Examples of IVR range from
            simply selecting announcements from a list of options stored in the
            computer (also know as Audio Text) to more complex interactive
            exchanges such as querying a database for information.

                                        7
2.    Speech Recognition: The process by which the PC translates spoken
            words into commands. You may now speak to all of your Voice Mail or
            IVR Applications.

      3.    Unified Messaging: Unified messaging is a unified inbox application
            for windows NT auto attendant/voice mail system and Windows NT
            Interactive Voice Response ("IVR") system. With Unified Messaging,
            e-mail, voice mail and faxes can be handled through a desktop PC or
            the telephone.

All messages can be viewed and acted upon in order of importance via Microsoft
Outlook or a Web Browser. E-mail can also be retrieved over the phone, using
text-to-speech, and responded to with a voice message including directed to a
fax machine.

      4.    IVR/WEB Applications: With the INTERNET access for the IVR system,
            you "DIAL" the system by clicking on a hypertext link from your
            browser. The system responds the same way, except in text form, and
            not the normal voice prompt. You may enter selections and get
            information by clicking on icons or choosing items from menus.

      5.    Voice Mail: Voice mail allows a caller to store voice messages and
            reply via the computer. This method provides the caller to conduct a
            dialogue with another person without having to be on the same line
            at the same time. As with most voice mail systems, the caller can
            record, store and delete messages and direct messages to multiple
            subscribers.

      6.    Speech Enabled Auto attendant: The Automated attendant allows a
            caller to direct a computer to switch the call to a telephone
            extension different from the one dialed, without the manual
            intervention of an operator .

                                  New Products

The Company is presently focusing on upgrading and enhancing existing products,
thus no new products are scheduled to be released other than upgraded products
in the immediate future.

1.    Full toolkit from Entropic/Microsoft agreement, enabling this software to
      be dialog based, have an interactive understanding of a sentence.

2.    ACD call center applications.

3.    PBX telephone system development, with IP telephony.

                                    Marketing

The Company's marketing strategy is to focus getting its product in front of
small-to-medium sized offices emphasizing that their products are user friendly,
easy-to-use PC-based processing products that offer integrated access to a broad
range of communication avenues with other people and information sources. The
Company's strategy is built around the following five basic elements:

      1.    Emphasize Software, Not Hardware- the Company concentrates its
            development efforts on software rather than on the design or
            modification of hardware. By emphasizing software solutions to meet
            its customer's needs, the Company can create the most value of its
            products.

                                        8
2.    Use Standard, Microsoft Windows NT Based Architecture, Open Systems
            and Hardware- The Company's products use standard, open-architecture
            PC platforms and operating systems rather than proprietary computer
            hardware and operating systems. As a result, the Company can quickly
            adopt to new PC-based technologies, leveraging the substantial
            investments made by third parties in developing these new
            technologies for the PC environment. In addition, the user of
            available hardware components and software minimizes the Company's
            manufacturing activity which reduces the overall cost of its
            products.

      3.    Focus on Small -to-Medium sized Offices- The Company's products are
            designed for use by small to medium sized businesses and offices in
            a wide range of markets, including manufacturing, retail, service,
            healthcare and government settings. Here the Company's products
            offer many of the features that are available by the large,
            proprietary call processing systems, but at a price that is more
            affordable to its target market.

      4.    Make Products that are Easy to Install, Modify and Use- the Company
            strives to maximize ease of use for the installer, the systems
            manager and the user- This is accomplished by designing the products
            to be "people - oriented," by having product features that can be
            used without the need for special training or manuals. One examples
            of this user oriented philosophy is exhibited in the Company's voice
            mail product which has user prompts that encourage conversation
            between callers and subscriber, plus the software has simplified
            installation screens and menus for ease of installation.

      5.    Minimize distribution Overhead- The Company is able to achieve broad
            market coverage domestically via a direct sales force, a nationwide
            network of independent telephone system dealers and OEM
            representatives. This structure both minimizes the Company's selling
            overhead and maximizes its product exposure, plus making available
            funds for product development

The Company's method to get product in front of its target market is through
four sales people, two telemarketers and several independent sales reps. These
people contact the end users directly. The strategy is to increase the direct
sales force and establish more satellite locations to better serve clients. In
addition the Company will expand product awareness through displaying the
products at show/conventions and through literature.

The Company is unsure as to the timing and size and results fo the marketing
efforts that will be necessary in order for the Company to become profitable.

                                    Customers

As covered in the marketing section, the Company's customers are small-to-large
sized offices.

The Company is not dependant on any one or few customers.

                                  Fee Structure

Unless special arrangements are made, the Company expects 50% down on any
product purchased with the Balance upon completion of installation. The Company
accepts company checks or Visa/Mastercard.

                                        9
Business Partners

The Company has agreements with Nuance and Entropic (owned by Microsoft),
whereby these companies have released their Interactive Voice Response ("IVR")
proprietary codes for evaluation by the Company in achieve a tighter integration
of IVR not their phone systems.

                              Recent News Releases

MaiSoft, Inc.

On February 15, 2000 a letter of intent ("LOI") was signed whereby the Company
would acquire Maisoft Inc., of Laguna Hills, CA. Maisoft Inc., is a developer,
manufacturer and supports open system-based advanced computer telephony
products, specializing in voice processing and data processing servers known as
unified messaging. The Maisoft "Office Messenger" server for Windows NT was
awarded the "Product of the Year" for 1999 by CTI Magazine (now "TMC
Communications Solutions Magazine").

On April 17, 2000, the Company entered into an acquisition agreement with
Maisoft. Under the terms of the agreement, the Company agreed to purchase,
accept and acquire 100% of the issued and issued and outstanding, goodwill of
and all right, title and interest of Maisoft. As consideration, the Company will
pay $1,000,000.00 in certifiable funds to the two principal shareholders of
Maisoft. The Company also will pay $6,000,000.00 in the Company's common stock,
which would be subject to lock up from trading. The value of such stocks would
be the lowest price of the Company's stock as of March 3, 2000.

On April 20, 2000, the Company entered into a Second Supplemental Agreement to
Acquisition Agreement with Maisoft. Under the terms of the supplemental
agreement, the POP3 integration with direct connection to an ISP (POP3) is to be
completed and delivered on June 1, 2000. On May 25, 2000, Maisoft is to put the
source code in escrow. In consideration of these terms, the Company will place
$1,000,000.00 and 2,400,000 shares of common stock in escrow.

On April 27, 2000, the Company entered into a Third Supplemental Agreement to
Acquisition Agreement with Maisoft due to the fact that the Company could not
meet the terms of the above-referenced agreement by the specified time. Under
the terms of the third supplemental agreement, Maisoft will only sell its
"Unified Messaging Source Code" including "MAPI" and "POP3" to the Company for
$400,000. The Company will not supply any funds for salaries, rent, etc. until
May 25, 2000. The Company has notified Maisoft that it can only purchase the
source codes as discussed in the Third Supplemental Agreeement.

Michaels Stores, Inc.

On January 27, 2000, iVoice.com announced that it was in negotiations to receive
an order to purchase a speech-enabled locator system. The development is
complete and this system will be installed sometime mid-April. This system will
enable Michaels'customers and prospects to locate the store nearest to them by
simply saying their zip code through their phone.

411 Technologies, LLC

On February 3, 2000, iVoice announced that it received a contract to develop
software to access Internet by dialing a toll-free number. The system is
currently under development with an estimated installation date in the May to
June 2000 timeframe. This system will allow telephone users voice access to the
Internet obtaining such information as stock quotes, news and weather, plus
additional sites as they become available.

                                       10
Panam Wireless, Inc, d.b.a CELPAGE

On February 8, 2000, iVoice announced that it received a contract to provide,
install and maintain the hardware and software of the Celpage system currently
under development. The system is scheduled to be delivered in April or May 2000.
This Voice Processing Platform can handle over 100,000 subscribers at any given
time.

On February 9, 2000, the Company entered into a Software/Hardware Maintenance
Agreement with Panam Wireless, Inc. d/b/a CELPAGE (CELPAGE). Under the terms of
the agreement, the Company will provide the maintenance of the Software and
Hardware (Application Generator, Database and Dialogic Boards) for CELPAGE at an
annual rate of 10% of total cost.

                            Sales by Geographic Area

North East - 70%

Approximately 30% elsewhere in the continental USA.

                                   Competition

The call-processing industry is highly competitive, especially the segment of
the industry that supplies call-processing systems to small and medium-sized
business offices. The Company believes that the competitive pressures it faces
will only intensify, which is based on the recent new entrants into the market
coupled by the stronger presence of competition via the merging of smaller
companies. This level of competition puts pressure on product pricing and thus
margins.

Presently the Company's principal competitors fall into two categories: 1)
telephone equipment manufacturers that offer their own call-processing systems
or offer their systems as private labels (for example, AT&T, Rolm Co. and
Toshiba America Information Systems, Inc.), and 2) independent call-processing
system manufactures, whose products integrate with multiple telephone systems
and either are based on proprietary hardware (for example, Centigram
communication corporation, Octel Communications Corp., and VMX, Inc.) or are PC
based similar to the Company's products (for example, Applied Voice Technologies
Inc., Microlog corporation and Active Voice corporation).

Currently 90% of the Company's sales have been through its direct sales and 10%
through its dealer channel. The Company in facing the competitive pressure,
emphasizes product pricing, system features, ease of product use, installation
technical and sales support and product reliability.

                                    Suppliers

Dialogic, Bicom, iTox (a DFI company) and Ingram-Micro.

                  Government Regulation or Government Approval

Through our strategic alliance with Engineering Professional Associates (EPS),
their GSA Schedule is utilized.

                            Research and Development

The Company's research and development efforts focus on enhancing its existing
product line, focusing on technological enhancements coupled with the ease of
use and reliability of its products. Note that in 1999 there

                                       11
were no funds expended in R&D. The Company has been focusing its efforts on
business development and intends to renew its R&D program in the year 2000.

                        Patents, Trademarks and Licenses

The Company possesses Licensing Agreements with Nuance Com., Entropic (owned by
Microsoft) and Lemout & Hauspie (L & H)

                                    Employees

The Company employs 13 full time employees. None of the employees is represented
by a labor organization and the Company is not a party to any collective
bargaining agreements.

                                  Risk Factors

The Company's business is subject to numerous risk factors, including the
following:

Limited History of Operations:

As a company with limited operating history, it will be subject to all of the
risks, uncertainties and lack of standing generally associated with new
enterprises. Despite the fact that the Company's Chief Executive Officer has
substantial experience in dealing with the target market, there can be
absolutely no assurance that the Company will be able to survive in the highly
competitive and rapidly changing environment of the call processing arena. See
"Business".

Limited Working Capital:

The Company currently has limited working capital. Even if the Company
successfully puts its marketing, research and development, manufacturing and
sales programs in order, it is possible that it will require additional funds to
enable it to implement its advertising and marketing programs and to expand into
other available market segments. See "Financial Statements".

No Restrictions of the Activities of the Company:

Neither the Common Shares nor any other agreement restricts the activities of
the Company with respect to other borrowings or the use of its assets or the
future income to secure Company debts or borrowings for any purpose, including
the acquisition of assets of any nature.

Dividend Policy - No Dividends in Immediate Future :

The Company has no plans to pay any dividends in the near future. The Company
intends to retain all earnings, if any, in the foreseeable future, for use in
its business operations.

Continuing Operating Losses:

iVoice.com has recently generated operating losses. During the fiscal year ended
December 31, 1998, the Company had a net loss of $37,692 on $626,486 of revenue
and for year ended December 31, 1999 a net loss of $6,054,364 on revenue of
$776,773. There can be no assurance that the Company will generate operating
income or net income in the future.

                                       12
Thus, the Company is an operating entity that has a continuing need for
additional capital for use in its present business activities and proposed
expansion.

Unpredictability of Future Revenues:

As a result of the Company's limited operating history and the emerging nature
of the voice communications industry and the Internet, the Company is unable to
forecast its expenses and revenues accurately. The Company believes that due
primarily to the relatively brief time call processing 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 voice communications and Internet-based product and/or service business. The
Company's current and future estimated expense levels are based largely on its
estimates of future revenues and may increase because many of its operating
expenses are either fixed, such as rent for office space, or subject to likely
increases. Few, if any, of the Company's operating expenses can be quickly or
easily reduced, such as the laying off of personnel, in a manner which would not
cause a material adverse effect to the Company's business, financial condition
and operating results. In addition, the Company may be unable to adjust spending
in a timely manner to compensate for any unexpected expenditures; and a
shortfall in actual revenues as compared to estimated revenues would have an
immediate material adverse effect on the Company's business, financial condition
and operating results.

Reliance on Management. The success of the Company depends significantly upon
the efforts of the Chief Executive Officer, Jerome R. Mahoney. See "Management".
The loss of services of Mr. Mahoney would likely have a materially adverse
effect on the business and the future prospects of the Company. See "Management
- Employment Agreement." .

Jerome R. Mahoney, Chief Executive Officer and Director, entered into a five (5)
year employment agreement with the Company on April 28, 1999. The Agreement
called a base salary of $180,000 per year which will be increased by 10%
annually. If Mr. Mahoney terminated by the Company without cause, he will be
entitled to full base salary through the Date of Termination at the rate equal
to the greater of the rate in effect on the date prior to the Change Control and
the rate in effect at the time Notice of Termination is given, plus all other
amounts to which the Executive is entitled under any compensation plan of the
Company in effect on the date. See "Management - Employment Agreement".

Supermajority Voting Control Rights. Jerome Mahoney, CEO, has super majority
voting control rights through ownership of 700,000 shares of Class B stock,
which provides for 100 votes per share or 70,000,000 votes.

Competition. The call-processing industry in general is highly competitive, and
the Company believes that the competitive pressures it faces are likely to
intensify. The segment of the industry that supplies call-processing systems to
small and medium-sized business offices is also extremely competitive, having
endured intense price competition and pressure on margins on the past few years.

Technical Change and Product Obsolescence. The ability of the Company to compete
successfully in the call-processing market that is characterized by rapidly
changing technology will depend in part upon its ability to continually advance
its technology and to develop new applications and designs for its products. See
"Business."

Y2K. The Company did not experience Y2K problems with its systems nor with any
of its vendors or clients systems.

                                       13
Forward Looking Statements

This registration statement contains forward-looking statements that are based
on the Company's beliefs as well as assumptions made by and information
currently available to the Company. When used in this registration statement,
the words "believe," "endeavor," "expect," "anticipate," "estimate," "intends,"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions,
including, without limitation, the risks and uncertainties concerning
technological changes, increased competition, and general economic conditions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated, or projected. The Company cautions potential
investors not to place undue reliance on any such forward-looking statements,
all of which speak only as of the date made.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

                              Results of Operations

Fiscal Year Ended December 31, 1999 Versus Year Ended December 31, 1998

Sales for the year ended December 31, 1999 were $776,773, an increase of
$150,287 or 24% over the prior years sales of $626,486. The increase was a
result of increased marketing efforts.

Unless special arrangements are made, the Company receives 50% of the contract
as a down payment on any product purchased with the balance due upon completion
of the installation. The Company recognizes its revenue using the percentage of
completion method. As of December 31, 1999, the Company has an additional
$567,300 of contracts for which work has not yet been started. These contracts
will begin in January 2000. The Company accepts company checks or
Visa/Mastercard. The increase in receivable is due to the recording of two large
sales in December 1999.

The Company's gross profit for the year ended December 31, 1999 increased
$252,471 or 103% December 31, 1998 to $496,456 from $243,985 in 1998. The
Company's gross margin percentage for the twelve months ended December 31, 1999
was 63.9% versus 38.9% for the prior year. This represents a 25% increase over
the gross profit percentage recorded for the same period prior year. This
increase is a result of changes in some of the components included in the
systems sold where the components themselves had a lower cost then the replaced
component thus increasing the margin of the overall system. The rate should
remain stable unless a similar situation with components should arise again or
more products with different margins are added to the product line.

Operating expenses increased from $281,677 for the year ended December 31, 1998
to $6,514,361 for the year ended December 31, 1999 or an increase of $6,232,684.
This increase is a result of increase of $940,424 in general and administrative
expenses attributable to commissions and salaries to the Company's executives,
an increase of $135,022 in selling expenses , an increase in depreciation of
$68,732, a onetime charge of $31,000 for obsolete inventory. Plus now recurring
expenses totaling $5,028,000, which consist of a $4,800,000 legal settlement
charge and $228,000 in merger costs.

                                       14
The net loss from operations for the year ending December 31, 1999 was
$6,017,905 compared to $37,692 for the year ended December 31, 1998 or an
increase of $5,980,213.

Other expense of $1,162,405 are non-recurring expenses consisting of $500,000
legal settlement charge, $427,113 in outside services and $228,000 in merger
costs

                         Liquidity and Capital Resources

The Company is funding its current operations principally from its operations.
However, the Company is operating on a negative cash flow basis and anticipates
it will require additional financing during the final quarter of 2000. To
achieve the Company's growth potential it will requires additional amounts of
capital. There is no assurance that the Company can obtain any such financing on
terms that will enable the Company to implement its long-term growth strategy.
According, the Company's viability for the foreseeable future is questionable if
additional funding is not obtained. The Company will attempt to obtain such
funds through venture capital, or other private or public financing. Currently,
the Company is not seeking funding. The Company has started to reduce spending
in order to cover day to day operations as best as possible with current cash
flow. However, there can be no assurance that such funds will be available, or
if available, the cost of such funds to the Company.

                             Material Commitments -

Jerry Mahoney. President, Chairman of the Board and Chief Executive Officer
andChairman. The Company entered into an employment agreement with Mr. Mahoney
on April 28, 1999 that commenced on May 1, 1999 and terminates on April 30,
2004. It provides for a base salary of $180,000 per year which will be increased
by 10% annually.

Leo Pudio. Vice President of Operation. On June 2, 1999, the Company entered
into a three (3) year employment agreement with Mr. Pudio. Thae agreement called
for a base salary of $80,000 with annual increases. In addition, Mr. Pudio was
granted stock options to purchase 140,000 shares of class A common stock of the
Company at $0.35 per share. In addition within sixty (60) days for signing the
agreement, Mr. Pudil was granted 250,000 shares the Company's Class A common
stock.

Joel G. Beagelman. Secretary and Treasurer and Chief Financial Officer. On May
21, 1999 the Company entered into a five (5) year consulting agreement with Mr.
Beagelman. The agreement for a fee of $2,000 per week subject to certain
performance criteria. A subsequent amendment to this agreement granted Mr.
Beagelman stock options for the right to purchae up to 9,000,000 shares of the
Company's Class A common stock. This stock option was exercisable immediately.

                                Asset Management

The Company manages its inventory by ordering specific hardware and software for
just in time delivery for each installation. The hardware is received checked
modified and shipped to each jurisdiction for installation within a short period
of time. Therefore, the Company usually maintains in inventory only the
equipment needed for programming and testing, Inventory may also include the
hardware needed for a customer's installation that may already be shipped. For
the year ended December 31, 1999, the inventory balance was a nominal $10,140.

As of December 31, 1999 most of the Company's receivable are due under contracts
with various customers. Accounts receivable as of December 31, 1999 was $31,726.

                                       15
General Risk Factors Affecting Results

Rapid technological change as well as changes in customer requirements and
references characterize the software industry. The Company believes that its
future quarterly results will depend in large part upon its ability to offer
products that compete favorably with respect to price, product reliability,
performance, range of useful features ease of use, continuing product
enhancements, reputation, support and training. Further, increased competition
in the market for call processing systems could have a negative effect on the
Company's results of operations.

Due to the factors noted above, the Company's future earnings and stock price
may be subject to significant volatility, particularly on a quarterly basis. Any
shortfall in revenues or earnings could have an immediate and significant
adverse effect on the trading price of the Company's stock and warrants.

ITEM 3. DESCRIPTION OF PROPERTY.

On March 15, 2000 the Company entered into a lease for approximately 8,000
square feet of office space to house its corporate headquarters and research
facilities. The office is located at 750 Highway 34, Matawan, New Jersey 07747.
The term of the lease is for two years with a monthly rental of $11,000.

On May 21, 1999 the Company also entered into a lease for 1,500 square feet for
one and one half years from Mejor Angora, L.L.C., at 282 Grand Avenue,
Englewood, New Jersey at an annual rental of $19,800 per year with certain
escalations. The Company also uses this space for its first "satellite" sales
office.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth each person known to the Company, as of May 1,
2000, to be a beneficial owner of five percent (5%) or more of the Company's
common stock, by the Company's directors individually, and by all of the
Company's directors and executive officers as a group. Except as noted, each
person has sole voting and investment power with respect to the shares shown.

                                                Shares
                  Name/Address                    Beneficially     Percentage
Title of Class    of Owner                        Owned            Ownership

Common    Jerome R. Mahoney             80,450,000(1)          57.3%
          750 Highway 34
          Matawan, NJ 07747

Common    Joel Beagelman                 8,500,000(2)          12.1%
          750 Highway 34
          Matawan, NJ 07747

Common    Leo Pudio                       250,000               .35%
          750 Highway 34
          Matawan, NJ 07747

Common    All Officers & Directors     89,200,000              63.5%
          As a Group (3 individuals)

                                       16
1.    Includes 450,000 Class A common stock shares held by his minor children
      and 700,000 Class B common stock shares held by Mr. Mahoney that may vote
      an equivalent of 70,000,000 Class A common stock shares and may be
      converted into a like number of Class A common stock shares.

2.    Includes 100,000 held by his daughter.

There are no arrangements known to the Company that at a later date may result
in a change in control of the Company.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The members of the Board of Directors of the Company serve until the next annual
meeting of the stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.

There are no agreements for any officer or director to resign at the request of
any other person, and none of the officers or directors named below is acting on
behalf of, or at the direction of, any other person.

Information as to the directors and executive officers of the Company is as
follows:

Name                          Age   Position

Jerome R. Mahoney              39   President, Chairman of the Board,
                                    Chief Executive Officer and Director

Joel G. Beagelman              57   Chief Financial Officer
                                    Secretary/Treasurer/Director

Leo Pudio                      50   Vice-President of Operations

Jerome R. Mahoney; Chief Executive Officer/President/Director

Jerome R. Mahoney, has been Chief Executive Officer and a director of the
Company since May 21, 1999. Prior to joining the Company, Mr. Mahoney founded
Voice Express, Inc. a New York Company, in 1989. Voice Express sold voice mail
systems, telephone system service contracts and installed these systems. Mr.
Mahoney sold Voice Express Systems in 1993 and joined Executive Information
Systems where he was until 1988, at which time he was the Director of National
Accounts. From 1993-1997 Mr. Mahoney was President of IVS Corp., and on December
17, 1997 he established International Voice Technologies (IVT), which merged
with the Company on May 21, 1999. Mr. Mahoney received a B.A. in finance and
marketing from Fairleigh Dickinson University, Rutherford, N.J. in 1983.

Joel G. Beagelman; Chief Financial Officer/Secretary/Treasurer/Director

Joel G. Beagelman has been the Chief Financial Officer for the Company since May
21, 1999 and a Director of the Company since 1998. From 1963 through 1972, Mr.
Beagleman was a Sales Manager and Designer for Nationwide Corrugated Container
and from 1972 through 1978, Mr. Beagelman was the founder and president of
National Fiber Corp., a broker of corrugated products and point-of-purchase
displays. Mr. Beagleman sold National Fiber in 1978 and acted as president of
Fast-Pak Container Corporation from 1979 through 1995. From 1995 to May 21,1999
Mr. Beagelman actively ran Visual Telephone International as President. Mr.
Beagelman received an AAS degree in Business Technology in 1968 from the City
University of New York and in 1987, a BA degree in Economics, Law and Labor
Studies from the William Paterson University.

                                       17
Leo Pudio; Vice-President of Operations

Leo Pudio. has been Vice President of Operations since June, 1999. Mr. Pudio was
formerly Vice President of Computer Associates, along with 10 years of
consulting experience in the telephony and computer industry.

There is no family relationship between any of the officers and directors of the
Company. The Company's Board of Directors has not established any committees.

                              Conflicts of Interest

The Company does not currently have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such opportunities
may relate to the Company's proposed business operations.

The officers and directors are, so long as they are officers or directors of the
Company, subject to the restriction that all opportunities contemplated by the
Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. Subject to the next
paragraph, if a situation arises in which more than one company desires to merge
with or acquire that target company and the principals of the proposed target
company have no preference as to which company will merge or acquire such target
company, the company of which the President first became an officer and director
will be entitled to proceed with the transaction. Except as set forth above, the
Company has not adopted any other conflict of interest policy with respect to
such transactions.

                         Investment Company Act of 1940

Although the Company will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
that result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.

ITEM 6.     EXECUTIVE COMPENSATION

The following table summarizes the compensation earned and paid by the Company
to each Officer and to all Executive Officers as a group for services rendered
in all capacities during the year ended December 31, 1999:

                           Summary Compensation Table

                     Annual compensation            Long-term compensation
                     ---------------------------------------------------------

                                                 Awards                Payouts
                                                 -----------------------------

                                       18
Other               Securities
                                                   Annual  Restricted  underlying  LTIP    All
                                          Bonus    Comp.   Stock       options /   Payouts other
Name and Position       Year   Salary($)  ($)      ($)     Awards ($)  SARs (#)    ($)     Comp.($)
---------------------------------------------------------------------------------------------------
Jerome R. Mahoney,
CEO/President/Director  1999    $180,000

Joel G. Beagelman,
CFO/Secretary/Treasurer
Director                1999     104,000

Leo Pudio,
Vice-President of
Operations              1999      80,000
Option /SAR Grant in Last Fiscal Year

                                Individual Grants
Number of      Percent of total
                          securities        options / SARs
                          underlying          granted to      Exercise or
                        options / SARs    employees in last    base price
Name                     Granted (#)         fiscal year         ($/sh)          Date
Leo Pudio               140,000 (1)                            $.35/sh        June 15, 1999
(1) On June 15, 1999, as part of the Employment Agreement, Mr. Pudio was granted
stock options to purchase 140,000 shares of class A common stock of the Company
at $0.35 per share. The option may be exercised at any time commencing on the
one year anniversary of the Commencement Date as to an aggregate of one-third of
the total shares granted on the commencement date. An additional one-third of
the total shares granted on the Commencement Date becoming exercisable upon each
succedding anniversary of the Commencement Date.

The Directors who are employees of the Company receive no compensation for their
services as Directors, either on an annual basis or for each meeting. Directors
are not reimbursed for any expenses they may incur in attending meetings of the
Board of Directors.

                              Employment Agreements

Jerome Mahoney. The Company entered into an employment agreement with Mr.
Mahoney on April 28, 1999 that commenced on May 1, 1999 and terminates on April
30, 2004. It provides for a base salary of $180,000 per year which will be
increased by 10% annually.

Leo Pudio On June 2, 1999, the Company entered into a three (3) year employment
agreement with Mr. Pudio. Thae agreement called for a base salary of $80,000
with annual increases. In addition, Mr. Pudio was granted stock options to
purchase 140,000 shares of class A common stock of the Company at $0.35 per
share. In addition within sixty (60) days for signing the agreement, Mr. Pudil
was granted 250,000 shares the Company's Class A common stock.

                                       19
Employee Stock Option Plan

The Company adopted the Employee Stock Option Plan ( the "Plan") in order to
attract and retain qualified personnel. Under the Plan, of compensation
committee of the Board of Directors, in its discretion may grant stock options
(either incentive or non-qualified stock options) to officers and employees. The
terms and conditions upon which the options may be exercised are set out in the
Plan. To date, options for the right to purchase 490,000 Class A common stock
shares have been granted under the Plan and remain unexercised. The Plan is
intended to provide a method whereby employees of the Company and others who are
making and are expected to make substantial contributions to the successful
management and growth of the Company are offered an opportunity to acquire
Common Stock as an incentive to remain with the Company and advance its
interests.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In April, 1999, the Company granted Jerome Mahoney the right to annual increases
of 10%. On May 21, 1999, Jerome Mahoney was issued 10,000,000 class A shares and
700,000 shares of Class B for the acquisition of IVT. Each Class B share hav a
voting equivalent equal to 100 Class A shares and may be converted into an equal
number of Class A shares.

On June 5, 1999, Saraj Tschand (Founder and owner of Parwan Electronics),
received 3.2 million shares of the Company in exchange for the Company receiving
all of Parwan's pre-developed software code. Parwan retained its existing
international clientele but cannot sell to new or existing accounts.

ITEM 8. DESCRIPTION OF SECURITIES.

The Company has authorized capital stock of 150,000,000 shares of Class A Common
Stock, par value $.01 per share and 700,000 shares of Class B Common stock, par
value $.01 per share.

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 the payment of dividends. The Company has not paid any dividends on its
Common Stock, and none are contemplated in the foreseeable future. It is
anticipated any earnings that may be generated from operations of the Company
will be used to finance the growth of the company. See "Risk Factors -Lack of
Dividends". Holders of Class B Common stock are not entitled to receive
dividends.

Holders of Class A Common stock are entitled to one vote for each share held of
record. There are no cumulative voting rights in the election of directors. Thus
the holders of more than 50% of the outstanding shares of Common Stock can elect
all of the directors of the Company if they choose to do so. No one shareholder
beneficially owns more than 50% of the Company's Class A Common Stock. A total
of 70,431,061 shares of Class A Common stock are outstanding. Jerry Mahoney is
the sole owner of Class B Common Stock. There are 700,000 shares of Class B
Common stock issued and outstanding. Class B Common stock has voting rights of
100 to 1 providing for each Class B Common Stock share has 100 Class A Common
Stock votes.

The holders of Class A Common Stock have no preemptive, subscription, conversion
or redemption rights. Upon liquidation, dissolution or winding-up of the
Company, the holders of the Class A Common Stock are entitled to receive pro
rata the assets of the Company. The holders of Class B Common Stock have the
right to convert each share of Class B Common Stock for one hundred shares of
Class A Common Stock. Holders of Class B Common Stock are not entitled to
receive pro rata the assets of this Company.

                                       20
Shares Eligible for Future Sale

These shares would be eligible for sale in the public market subject to the
conditions and restrictions of Rule 144. Rule 144 provides in part that a person
who is not an affiliate of the Company and who hold restricted stock for a
period between one and two years may sell all or part of such securities. An
affiliated person would have to hold the restricted securities two years before
gaining the ability to sell all or part of such securities. Sales under Rule 144
are also subject to certain provisions relating to the manner and notice of sale
and availability of current public information about the Company.

Note that if companies currently quoted on the OTC Bulletin Board do not comply
with the new NASD rules, their shares will only be quoted in the less automated
"Pink Sheets", a system run by the National Quotation Bureau, Inc. The
"Eligibility Rule Phase-In Schedule" published by NASD, requires that the
Company become fully reporting by May 1, 2000. The vast majority of
Broker-dealers generally do not engage in the sales or trading of securities of
a "non-reporting" issuer. Development of a trading market is limited by the of
regulations under Rule 15c2-11 of the 1934 Act which require that before a
broker-dealer can make a market in the Company's securities the Company must
provide these broker-dealers with current information about the Company. The
Company presently has formulated no specific plans to distribute information to
broker-dealers and probably will only do so if there appears otherwise to be
adequate interest in making a market in the Company's securities. Furthermore,
in view of the absence of an underwriter and the nature of the Company as a
"non-reporting" issuer, there is virtually no likelihood that a regular trading
market will develop in the near future or that if developed it will be
sustained. Accordingly, an investment in the Company's Common Stock should be
considered highly illiquid.

If in the future the Company exceeds $10 million in assets, it would have to
register as a reporting issuer under rule 12(g) of the 1934 Act. In such event,
the Company is prepared to register as a reporting company and thereafter to
comply with the reporting requirements of the 1934 Act.

Restrictions on Transferability of Securities:

The common stock shares of the Company (the "Common Stock") have not been
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Common Stock may not be acquired with a view to immediate resale or
distribution thereof. Accordingly, the Common Stock may be offered, sold,
resold, transferred or otherwise disposed of directly or indirectly pursuant to
exemptions from the federal and state securities laws. The Company makes no
representation in respect to or assumes any responsibility for the availability
of any exemption or for undertaking to register the Common Shares. Although
public trading in the Company's securities is not prohibited, there may be no
public market for its Common Shares and there can be no assurance that a market
will develop. See "Description of Securities".

Resale Restrictions. Various state securities laws impose restrictions on
transferring "penny stocks" and as a result, investors in the Common Stock may
have their ability to sell their shares of the Common Stock impaired. For
example, the Utah Securities Commission prohibits brokers from soliciting buyers
for "penny stocks", which makes selling them more difficult.

"Penny Stock" Issues. The shares of the Common Stock are "penny stocks" as
defined in the Exchange Act, which are traded in the over-the-counter market on
the OTC Bulletin Board. As a result, an investor may find it more difficult to
dispose of or obtain accurate quotations as to the price of the shares of the
Common Stock being registered hereby. In addition, the "penny stock" rules
adopted by the Commission under the Exchange Act subject the sale of the shares
of the Common Stock to certain regulations which impose sales practice
requirements on broker-dealers. For example, broker-dealers selling such
securities must, prior to effecting the

                                       21
transaction, provide their customers with a document that discloses the risks of
investing in such securities. Furthermore, if the person purchasing the
securities is someone other than an accredited investor or an established
customer of the broker-dealer, the broker-dealer must also approve the potential
customer's account by obtaining information concerning the customer's financial
situation, m investment experience and investment objectives. The broker-dealer
must also make a determination whether the transaction is suitable for the
customer and whether the customer has sufficient knowledge and experience in
financial matters to be reasonably expected to be capable of evaluating the risk
of transactions in such securities. Accordingly, the Commission's rules may
limit the number of potential purchasers of the shares of the Common Stock.

If the Company can meet the listing requirements in the future, management
intends to apply to include the shares of the Common Stock being registered
hereby for quotation on The NASDAQ SmallCap Market operated by The NASDAQ Stock
Market. The Common Stock has not yet been approved for quotation on The NASDAQ
SmallCap Market and there can be no assurance that an active trading market will
develop or if such market is developed that it will be sustained. The NASDAQ
Stock Market recently approved changes to the standards for companies to become
listed on The NASDAQ SmallCap Market, including, without limitation, new
corporate governance standards, a new requirement that companies seeking listing
have net tangible assets of $2,000,000, market capitalization of $35,000,000 or
net income of $500,000 and other qualitative requirements. If the Company is
unable to satisfy the requirements for quotation on The NASDAQ SmallCap Market,
trading in the Common Stock being registered hereby would continue to be
conducted on the OTC Bulletin Board. Even if the shares of the Common Stock are
listed for quotation on The NASDAQ SmallCap Market, the market price of the
shares must remain above $5.00 per share or else such shares will be subject to
the "penny stock" rules of the Commission discussed above. If the market price
of such shares falls below $1.00 per share, such shares will be delisted from
The NASDAQ SmallCap Market and will once again be quoted on the OTC Bulletin
Board.

In addition to the recent changes in The NASDAQ SmallCap Market listing
requirements discussed above, the National Association of Securities Dealers,
Inc. (the "NASD") has recently announced changes in the requirements for
continued quotation on the OTC Bulletin Board. Essentially the new rules require
OTC Bulletin Board companies to become a "reporting company" under the
Securities Exchange Act of 1934. If the Company cannot comply with this NASD
rule by the Eligibility Rule Phase-In Schedule, the Common Stock will only be
quoted in the less automated "Pink Sheets", a system run by the National
Quotation Bureau, Inc. The "Eligibility Rule Phase-In Schedule" published by
NASD, requires that the Company become a "reporting company" by May 17, 2000 or
the Company's Common Stock will be traded in the "Pink Sheets". It is
anticipated that the transaction with ThirdCai, Inc. and reported in Item 2 of
the Current Report on Form 8-K dated April 26, 2000, will satisfy this
requirement. There can be no assurance that an active trading market will
develop for the shares of the Common Stock in the "Pink Sheets" or if such
market is developed that it will be sustained.

                                     PART II

ITEM 1.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is quoted on the NASD OTC Bulletin Board in the
United States under the symbol IVOC.

                                           Market Price

                                        High           Low

1999 (1)

                                       22
Second Quarter 1999 (2)               $.6875          $.32

Third Quarter 1999                      $.33         $.125

Fourth Quarter 1999                     $.34         $.125

2000

First Quarter 2000                   $5.9375          $.29

(1) Trading prices only available since May 28, 1999.

Since April 24, 2000 NASD added the additional trading symbol "E" to the
Company's trading symbol recognizing that the Company's common stock will be
removed from trading on the NASD OTC Bulletin Board, unless prior to May 17,
2000, the Company becomes a reporting company pursuant to the Securities
Exchange Act of 1934.

Effective August 11, 1993, the Securities and Exchange Commission adopted Rule
15g-9, which established the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for initial
listing on the NASDAQ Small Cap market and for continued listing. For initial
listing, a company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years. For initial
listing, the common stock must also have a minimum bid price of $4 per share. In
order to continue to be included on NASDAQ, a company must maintain $2,000,000
in net tangible assets and a $1,000,000 market value of its publicly traded
securities. In addition, continued inclusion requires two market makers and a
minimum bid price of $1.00 per share.

Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate that will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance

                                       23
criteria after such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national exchange. In such
events, trading, if any, in the Company's securities may then continue in the
non-NASDAQ over-the-counter market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities.

                                     Holders

There are 315 holders of the Company's Common Stock. All of the issued and
outstanding shares of the Company's Common Stock were issued in accordance with
the exemption from registration afforded by Section 4(2) of the Securities Act
of 1933.

                                    Dividends

The Registrant has not paid any dividends to date, and has no plans to do so in
the immediate future.

ITEM 2. LEGAL PROCEEDINGS

iVoice.com, Inc. was a party to a lawsuit initiated by a Michael Wong on
November 1, 1999 for a $300,000 investment by Wong into an entity called IVS
between the years 1994 and 1996. This action was filed at the United States
District Court, the Eastern District of New York. IVS was incorporated in 1993
and ceased operations in November, 1997. Wong is claiming rights to some assets
of IVS were transferred out of IVS. The majority shareholder of IVS was Jerome
Mahoney, who is the CEO of iVoice.com. This action was filed at the U.S.
District Court, E.D.N.Y. at the Clerks Office Long Island Courthouse, case
number CV-99 7078.

iVoice.com was the result of a reverse merger on May 21, 1999 between
International Voice Technologies (IVT), a private Delaware corporation
established on December 17, 1997, and Visual Telephone International, the public
entity.

A settlement was reached on February 7, 2000 and executed on February 14, 2000,
whereby the Plaintiff was awarded the sum of $300,000 and 2,000,000 restricted
shares of class A common stock of iVoice.com.

ITEM 4.     RECENT SALES OF UNREGISTERED SECURITIES.

On May 21, 1999, International Voice Technologies, Corp. ("IVT") a Delaware
corporation, merged into the Company. Simultaneous with the merger with IVT,
Communications Research, Inc. ("CRI") was spun off and the name of the Company,
Visual Telephone International, Inc., was changed to iVoice.com, Inc.
Additionaly, the Company revised its trading symbol on the NASD OTC Bulletin
Board to "IVOC". In consideration for merging IVT into the Company, the sole
shareholder of IVT, Jerome Mahoney, received:

      d.    10,000,000 shares of Class A Common Stock issued, and

      e.    700,000 shares of Class B Common Stock. (see "Certain Transactions
            and Business Relationships").

      f.    The firm of Toby Investments consulted on this transaction and was
            awarded 2,000,000 shares of Common Stock for his efforts.

During April 2000, the Company issued 37,500 shares of its Class A common stock
for services rendered to Robert Keenan, who received 25,000 shares and to Ken
Glynn, Esq. , who received 12,500 shares. These shares were exempt from the
registration requirements of Section 5 of the Securities Exchange Act of 1934,
as amended, (the "Act") as provided in Section 4(2) of that Act.

                                       24
During April 2000, the Company sold 1,750,000 shares of its Class A common
stock for approximately $750,000 to Gaston Coldwater, LLC. These shares were
exempt from registration pursuant to Rule 504 of Regulation D.

On April 24, 2000, the Company acquired all the issued and outstanding shares of
CAI in exchange for US$150,000.00 and 50,000 shares of the Company's Class A
voting common stock.

In general, under Rule 144, a person (or persons whose shares are aggregated)
who has satisfied a one year holding period, under certain circumstances, may
sell within any three-month period a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Certificate of Incorporation provides that a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.

The Company's Certificate of Incorporation provides that the Company shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative (a "legal action"), whether such legal Action be
by or in the right of the corporation or otherwise, by reason of the fact that
such person is or was a director or officer of the company, or serves or served
at the request of the Company as a director or officer, of another corporation,
partnership, joint venture, trust or any other enterprise. In addition, the
Company's Certificate of Incorporation provides for indemnification of any
person made or threatened to be made a party to any Legal Action by reason of
the fact that such person is or was a director or officer of the Company and is
or was serving as a fiduciary of, or otherwise rendering to, any employee
benefit plan of or relating to the Company. The indemnification obligation of
the Company in the Certificate of Incorporation is permitted under Section 145
of the General Corporation Law of the State of Delaware.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore unenforceable.

                                       25
Part F/S

The financial statements are attached at the end of this Form 10-SB.

                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 iVoice.com, Inc.

                                 By: /s/Jerome R. Mahoney
                                     --------------------
                                     Jerome R. Mahoney, President

                                       26