As filed with the Securities and Exchange Commission on April 19, 2006.
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                               __________________

                                    Form S-8
                               __________________

                          Registration Statement Under
                           The Securities Act of 1933


                               SpeechSwitch, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



          New Jersey                                            20-1862733
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)



         750 Highway 34
           Matawan, NJ                                             07747
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


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




                               SpeechSwitch, Inc.
                            2005 Stock Incentive Plan
                                       and
                               SpeechSwitch, Inc.
               2005 Directors' and Officers' Stock Incentive Plan
               --------------------------------------------------
                              (Full title of Plan)



                Bruce Knef, President and Chief Executive Officer
                               SpeechSwitch, Inc.
                                 750 Highway 34
                                Matawan, NJ 07747
                                 (732) 441-7700
             -------------------------------------------------------
             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)


                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                                2021 O Street, NW
                              Washington, DC 20036
                                 (202) 787-1964

================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
-------------------------------


TITLE OF EACH     PROPOSED        PROPOSED
CLASS OF          MAXIMUM         MAXIMUM          AMOUNT OF        TOTAL
SECURITIES TO     AMOUNT TO BE    OFFERING PRICE   AGGREGATE        REGISTRATION
BE REGISTERED     REGISTERED      PER UNIT (b)     OFFERING PRICE   FEE
================================================================================
Class A
Common Stock     6,500,000 (a)      $.026            $104,000        $18.03
================================================================================

(a)  Price calculated in accordance with Rule 457(c) of the regulations
     promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.



                                EXPLANATORY NOTE

         This registration statement contains two parts. Part I contains a
re-offer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. Subject to the
volume limitations of Rule 144(e) of the Securities Act of 1933, the re-offer
prospectus may be used for re-offers or re-sales on a continuous or delayed
basis in the future of the 3,250,000 shares of Class A Common Stock issued under
the SpeechSwitch, Inc. 2005 Stock Incentive Plan and 3,250,000 shares authorized
under the SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive Plan.
Part II contains information required in this registration statement under Part
II of Form S-8.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I, Items 1
and 2 of Form S-8, will be sent or given to any recipient of a stock option or
stock award in accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act. We will furnish without charge to any person to whom information is
required to be delivered, upon written or oral request, a copy of each document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which documents are incorporated by reference in the Section 10(a) prospectus,
and any other documents required to be delivered to them under Rule 428(b) of
the Securities Act. Requests should be directed to SpeechSwitch, Inc. 750
Highway 34, Matawan, NJ 07747. Our telephone number is (732) 441-7700. The
re-offer prospectus follows this paragraph.
<PAGE>
                                   PROSPECTUS

                               SPEECHSWITCH, INC.

                   6.5 million shares of Class A Common Stock

         The shares of SpeechSwitch, Inc. Class A Common Stock being offered
under this prospectus are being offered by the employees, independent
contractors and agents of SpeechSwitch, Inc. issued to them upon the exercise of
stock options or the issuance of a stock awards pursuant to the SpeechSwitch,
Inc. 2005 Stock Incentive Plan and by directors and officers issued to them upon
the exercise of stock options or the issuance of a stock awards pursuant to the
SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive Plan. Our
common stock trades on the NASD Over the Counter Bulletin Board under the symbol
"SSWC". On April 16, 2006 the high and low sale prices for a share of our common
stock were $.026 and $.026, respectively.

         The mailing address and telephone number of our principal executive
offices are: SpeechSwitch, Inc., 750 Highway 34, Matawan, NJ 07747, (732)
441-7700.

                               ___________________


                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                        PLEASE SEE "RISK FACTORS" HEREIN.

                               ___________________

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

                               ___________________


         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


                  The date of this prospectus is April 19, 2006
<PAGE>
                                     SUMMARY

         This registration statement covers 3,250,000 shares of Class A Common
Stock, no par value per share of SpeechSwitch, Inc. ("SpeechSwitch" or the
"Company") that may be issued under the 2005 Stock Incentive Plan (the "Plan")
and 3,250,000 shares of Class A Common Stock, no par value per share of
SpeechSwitch that may be issued under the 2005 Directors' and Officers' Stock
Incentive Plan (the "Directors' and Officers' Plan"). The Board of Directors of
SpeechSwitch approved both plans initially on December 12, 2005.

BACKGROUND

OVERVIEW

         SpeechSwitch, Inc., which we refer to in this prospectus as
"SpeechSwitch," "we", "us" or "the Company," was incorporated in New Jersey on
November 10, 2004 as a wholly-owned subsidiary of iVoice, Inc. ("iVoice"). While
iVoice has been engaged in the speech recognition software and computerized
telephony business since 1997, iVoice management seeks to leverage the value of
underutilized developed technology and believes that the transition to an
independent company will provide SpeechSwitch with greater access to capital.
This should provide needed financial resources to potentially penetrate the
market and distribute the product. In connection with the reorganization of
iVoice, immediately prior to the distribution by dividend by iVoice to all of
its stockholders of up to 10,050,000 shares of the Company's Class A Common
Stock (the "Distribution") on August 5, 2005, iVoice transferred to SpeechSwitch
its lines of business relating to its Speech Enabled Auto Attendant, Name Dialer
and Speech Software Developers Kit (Speech SDK) products, which we refer to
collectively in this prospectus as its speech recognition software business and
related liabilities, including all intellectual property of iVoice relating to
the speech recognition software business. As such, SpeechSwitch now owns and
operates iVoice's speech recognition software business. iVoice retained cash
assets of approximately $11.1 million, no part of which was or will be
transferred to SpeechSwitch and operating assets consisting of its iVoiceMail
software and its portfolio of patents and patent rights. iVoice will also
continue to seek additional operating income opportunities through potential
acquisitions or investments.

         SpeechSwitch is a development stage company. SpeechSwitch may seek to
expand its operations through additional sales and marketing activity and the
acquisition of additional businesses. Any potential acquired additional
businesses may be outside the current field of operations of SpeechSwitch.
SpeechSwitch may not be able to identify, successfully integrate or profitably
manage any such businesses or operations. Currently, SpeechSwitch has no plans,
proposals or arrangements, either orally or in writing, regarding any proposed
acquisitions and is not considering any potential acquisitions.

ABOUT US

         SpeechSwitch was incorporated in New Jersey on November 10, 2004 as a
wholly-owned subsidiary of iVoice, Inc. SpeechSwitch received by assignment all
of the interests in and rights and title to, and assumed all of the obligations
of, all of the agreements, contracts, understandings and other instruments of
iVoice Technology 3, Inc., a Nevada corporation and affiliate of SpeechSwitch.
These agreements, contracts, understandings and other instruments consisted of
financing documentation, employment agreements and an administrative services
agreement with iVoice. Since this assignment, iVoice Technology 3 has no
operating business, assets or known liabilities, and is currently in the process
of being dissolved. When we refer to or describe any agreement, contract or
other written instrument of SpeechSwitch in this prospectus, such references may
be to an agreement, contract or other written instrument that had been entered
into by iVoice Technology 3 and assigned to SpeechSwitch.

OUR BUSINESS

         We develop market and license the lines of business relating to
iVoice's Speech- Enabled Auto Attendant, Name Dialer and Speech Software
Developers Kit (Speech SDK) products, which were developed by iVoice. Speech
recognition is used to recognize what a person says, and through the use of
natural language understanding, derives the meaning of what is said. The Company
also offers a range of support services that enable its customers and channel
partners to develop voice-driven applications that use the Company's software.
Our products are designed to be "people oriented", with features that can be
readily used with out special training and manuals. Our product line of Speech
SDK, incorporate this philosophy. SpeechSwitch markets, promotes and sells its
speech-enabled products primarily through telephony reseller channels. The
Company also sell direct to end users in geographic locations where an
authorized reseller does not exist. On direct sales orders, the Company is able
to achieve greater profit margins through higher direct selling prices.

<PAGE>
PRODUCTS AND SERVICES

         Our products use standard open-architecture PC platforms and Microsoft
Windows 2000 operating systems, thereby facilitating the rapid adoption of new
PC-based technologies while reducing overall product costs. We concentrate our
product development efforts on software rather than hardware because we believe
that the most efficient way to create product value is to emphasize software
solutions that meet customers' needs. We have recently adapted our applications
to integrate with different manufacturer telephone switches through the use of
Telephony Application Program Interface or "TAPI". The use of TAPI, allows
iVoice to integrate our applications into different telephone manufacturers
Private Branch Exchange systems or "PBX's", eliminating the need for costly
additional external hardware. We have traditionally used standard PC-related
hardware components in our products, in part, to limit our need to manufacture
components. Our manufacturing operations consist only of the installation of our
proprietary software and, if required, a voiceboard into a fully assembled PC
system which we obtain from several different vendors. The Company obtains
system components such as PCs, circuit boards, application cards, faxboards, and
voiceboards from various suppliers.

         Our flagship product is our Speech-enabled Auto Attendant product. The
Auto Attendant engages callers in a natural language dialog and is ready to
transfer a caller to an extension for the party the caller is trying to reach at
any time. Callers can interrupt the Auto Attendant at any time by barging in on
the prompts and simply saying the name of the person or department they wish to
speak to.

         We have met interoperability standards with several leading PBX
manufacturers for Auto Attendant. To date, rigorous testing and compatibility
studies have developed into co-marketing arrangements with Avaya for its
Partner, Magic and IP Office Platforms, 3Com, for its NBX(R) platform, Artisoft
for its TeleVantage(R) Communication server, and AltiGen's AltiServ(R) for its
phone systems. These recent platform integrations add to several others
previously completed, including a Siemens Ready(TM) certification, NEC Fusion
Strategic Alliance, Toshiba Stratus, and Sprint North Supply.

         Through these co-marketing arrangements and strategic alliances, we
will attempt to capture significant market share in the business communication
solution market by expanding distribution through these manufacturers'
authorized reseller networks. To date, no significant revenues have been
generated as a result of any such co-marketing arrangements or alliances.

         Our Name Dialer product is an automatic phone dialing system. The
system imports the necessary contact information for dialing (names and phone
numbers) from a variety of sources including, but not limited to, Microsoft
Outlook, ACT, and Gold Mine. The imported names are then transcribed, through
software, into a set of phonemes that are used for voice recognition. When the
end user picks up the handset, the call is automatically transferred through the
PBX, to the Name Dialer application running on a server machine. The user simply
says the name of the person (whose name came from the contact list) and the Name
Dialer places the call.

         Our Speech SDK product is a unique tool for software application
developers which provides the ability to convert common command and control
functions to speech commands. The SDK allows software developers to write
applications that can treat a user's voice as an input device, such as mouse,
keyboard, or joystick. In addition to telephony applications, the SDK can be
used to incorporate speech recognition into games, handheld devices and even
household appliances.

         The following is a list of Speech-enabled applications, which the
Company has developed, and is available for sale:

         Speech Enabled Auto Attendant. Any business can improve customer
service and streamline the call handling process by allowing callers to reach
their intended party by simply saying the appropriate name. Our speech
recognition system is extremely accurate and reliable. The Speech Enabled Auto
Attendant can significantly reduce or eliminate cumbersome dial by name or
extension number menus and can be implemented without duplicating an
organizations existing voicemail application.

         iVoice Name Dialer is an automatic phone dialing system. The system
imports the necessary contact information for dialing (names and phone numbers)
from a variety of sources including, but not limited to, Microsoft Outlook, ACT,
and Gold Mine. The imported names are then transcribed, through software, into a
set of phonemes that are used for voice recognition. When the end user picks up
the handset, the call is automatically transferred through the PBX, to the Name
Dialer application running on a server machine. The user simply says the name of
the person (whose name came from the contact list) and the Name Dialer places
the call.

         iVoice Speech Directory allows employees to pick up their phone, say
the name of a co-worker they wish to speak to, and the Speech Directory will
transfer the call. Just by speaking the person's name, the Speech Directory can
also return an internal pager number, cell numbers and email listings through a
voice activated telephony directory.

         iVoice Speech Software Developers Kit (SDK) iVoice Speech SDK is a
unique tool for software application developers which provides the ability to
convert common command and control functions to speech commands. The SDK allows
software developers to write applications that can treat a user's voice as an
input device, such as mouse, keyboard, or joystick. In addition to telephony
applications, the SDK can be used to incorporate speech recognition into games,
handheld devices and even household appliances.
<PAGE>
MARKETING AND DISTRIBUTION

         SpeechSwitch markets, promotes and sells its speech-enabled products
through telephony reseller channels, telephone equipment manufacturer
distributor networks as well as directly to end users. Management believes it
can leverage those resellers' existing customer bases and obtain a wider
distribution network for its products through already established channels. The
Company also sells direct to end users in geographic locations where an
authorized reseller does not exist. On direct sales orders, the Company is able
to achieve greater profit margins through higher direct selling prices
SpeechSwitch has focused its efforts on developing its dealer and reseller
channels. Management believes it can leverage already existing telephone
equipment manufacturer reseller channels by integrating its speech recognition
software directly into their established revenue producing product lines. We
estimate that each major telephony equipment manufacturer has an estimated
150-600 authorized dealers and resellers throughout North America. The
introduction of an entirely TAPI (Telephone Application Program Interface) based
Speech Enabled Auto Attendant and Name Dialer, allows integration into different
PBX systems (telephone switches) without the need for additional hardware
devices making for a more economical installation. Although concentration on
resellers is the predominate and preferred sales channel, the Company also sells
directly to end-users via its direct sales force providing management with
information on market trends and changing customer needs. The direct channel
also provides an avenue more suitable for SpeechSwitch applications that often
require customized development, which is usually difficult to provide through
the reseller network.

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

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

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

         FOCUS ON SMALL TO MEDIUM SIZED BUSINESSES AND CORPORATE DEPARTMENT. Our
products are designed for use by small to medium sized businesses and corporate
departments utilizing telephones in a wide range of markets, including
manufacturing, retail, service, healthcare, and government. Our products offer
features offered by large proprietary call processing systems, but at a more
affordable price.

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

         MINIMIZE DISTRIBUTION OVERHEAD. We are able to achieve broad market
coverage in the U.S. via a nationwide network of independent telephone system
dealers, and original-equipment-manufacturers, or "OEMs." This structure both
minimizes our selling overhead and maximizes our product exposure, and allows us
to focus our resources on product development.

NEW PRODUCTS

         We are currently engaged in future research and development to add
features and upgrades to versions of the speech recognition software or other
products. These features and upgrades include word spotting and refinement of
our phonetic dictionary.

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

COMPETITION

         A number of companies have developed, or are expected to develop,
products that compete with our products. Our competitors include IBM, Microsoft,
Philips Electronics, Intervoice, and Nuance. Our competitors may combine with
each other, and other companies may enter our markets by acquiring or entering
into strategic relationships with our competitors. Current and potential
competitors have established, or
<PAGE>
may establish, cooperative relationships among themselves or with third parties
to increase the abilities of their advanced speech and language technology
products to address the needs of our prospective customers.

         Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition and larger customer bases than we
do. Our present or future competitors may be able to develop products comparable
or superior to those we offer, adapt more quickly than we do to new
technologies, evolving industry trends and standards or customer requirements,
or devote greater resources to the development, promotion and sale of their
products than we do. Accordingly, we may not be able to compete effectively in
our markets and competition may intensify and future competition may harm our
business.

         We believe that the principal competitive factors affecting our market
include the breadth and depth of solutions, product quality and performance,
core technology, product scalability and reliability, product features, customer
service, the ability to implement solutions, the value of a given solution, the
creation of a base of referenceable customers and the strength and breadth of
reseller and channel relationships. Although we believe that our solutions
currently compete favorably with respect to these factors, particularly with
respect to product quality and performance, no assurance can be given that our
competitors will not develop new technologies or enhancements to their existing
products or introduce new products that will offer superior price or performance
features. We expect our competitors to offer new and existing products at prices
necessary to gain or retain market share. Certain of our competitors have
substantial financial resources, which may enable them to withstand sustained
price competition or a market downturn better than us. There can be no assurance
that we will be able to compete successfully in the pricing of our products, or
otherwise, in the future.

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

         As is customary in the telecommunications industry, the Company
produces its products from readily available components purchased from a variety
of manufacturers. Printed circuit boards and housings are contracted for
manufacture according to Company specifications from among many available
suppliers. The business of the Company is not seasonal. The Company maintains no
special arrangements relating to working capital items, and as far as it is
aware this is standard in the industry. The Company is not subject to
environmental protection regulations during the foreseeable future. The Company
has spent nothing on research and development in the last three fiscal years.
None of the Company's present business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.

SUPPLIERS

         Our suppliers include Dialogic Corporation (an Intel company) that
distributes through a network of resellers for voiceboards, and Hewlett-Packard,
Dell and P.C. Mall for computer hardware components. Since our products are
based and run on standard PC architecture and as result of iVoice's recent
integration with TAPI, we do not rely on any one specific supplier for its
system components. We have not experienced any supply shortages with respect to
the components used in systems or developed applications.

CUSTOMERS

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

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

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

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

         Approximately 70% of our revenues are derived from customers located in
the northeast U.S. The remaining 30% are from customers located elsewhere in the
continental U.S.
<PAGE>
U.S. PATENTS AND TRADEMARKS

Intellectual Property Rights

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

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

GOVERNMENT REGULATION

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

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

RESEARCH AND DEVELOPMENT

         Our research and development efforts focus on enhancing our existing
product line and the development of new products that integrate with our
existing products. We continually seek to improve our core speech recognition
technology through ease of use, broader application and increased accuracy. We
employ qualified technical personnel to strengthen our product line.

         For the year ending December 31, 2005, research and development
expenditures consisted of $46,685 in salaries and wages to technical staff and
$0 in technical hardware supplies, software tool-kits and technical
publications. For the year ending December 31, 2004, research and development
expenditures consisted of $23,663 in salaries and wages to technical staff and
$2,298 in technical hardware supplies, software tool-kits and technical
publications.

LICENSES

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

EMPLOYEES

         As of December 31, 2005, we had three full-time employees and one
part-time employee. None of our employees are represented by a labor
organization and we are not a party to any collective bargaining agreements. We
consider our relationship with our employees generally to be good.

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

         You should carefully consider each of the following risk factors and
all of the other information in this information statement. The following risks
relate principally to the offering and SpeechSwitch's business.

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

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

RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY.

         We did not begin our voice-recognition business until December 1997.
Accordingly, we have a limited operating history on which to base an evaluation
of our business and prospects.

WE HAVE HISTORICALLY LOST MONEY AND MAY CONTINUE TO LOSE MONEY IN THE FUTURE.

         We have historically lost money. For the years ended December 31, 2005
and 2004, we had net losses of $767,540 and $867,050, respectively, and net
losses of $0.08 and $0.09 per share, respectively. Future losses are likely to
occur. Accordingly, we may experience significant liquidity and cash flow
problems because our operations are not profitable. No assurances can be given
that we will be successful in reaching or maintaining profitable operations.

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

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

         o    the timing of sales of our products and services;

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

         o    unexpected delays in introducing new products and services;

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

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

         o    the mix of product license and services revenue; and

         o    costs related to possible acquisitions of technology or
              businesses.


WE MAY FAIL TO DEVELOP NEW PRODUCTS, OR MAY INCUR UNEXPECTED EXPENSES OR DELAYS.

         Although we currently have fully developed products available for sale,
we are also developing various new technologies, products and product features
and will rely on them to remain competitive. Due to the risks inherent in
developing new products and technologies--limited financing, competition,
obsolescence, loss of key personnel, and other factors--we may fail to develop
these technologies and products, or may experience lengthy and costly delays in
doing so. Although we are able to license some of our technologies in their
current stage of development, we cannot assure that we will be able to develop
new products or enhancements to our existing products in order to remain
competitive.
<PAGE>
IF WE CANNOT RAISE ADDITIONAL CAPITAL TO FINANCE FUTURE OPERATIONS, WE MAY NEED
TO CURTAIL OUR OPERATIONS IN THE FUTURE.

         We have relied on significant external financing to fund our
operations. Such financing has historically come from a combination of
borrowings and sales of securities from third parties and funds provided by
certain officers and directors. We cannot assure you that financing whether from
external sources or related parties will be available if needed or on favorable
terms. Our inability to obtain adequate financing will result in the need to
curtail business operations. Any of these events would be materially harmful to
our business and may result in a lower stock price. While we have recently
raised sufficient working capital to fund our operations for at least the next
24 months, we will need to raise additional capital to fund our future
operations.

BECAUSE OUR VOICE-RECOGNITION BUSINESS IS STILL EVOLVING, WE MAY EXPERIENCE
DIFFICULTIES THAT COULD PREVENT US FROM BECOMING PROFITABLE.

         Because voice-recognition products are still evolving, we may
experience the difficulties frequently encountered by companies in the early
stage of development in new and evolving markets. These difficulties include the
following:

         o    substantial delays and expenses related to testing and developing
              of our new products;

         o    marketing and distribution problems encountered in connection with
              our new and existing products and technologies;

         o    competition from larger and more established companies;

         o    delays in reaching our marketing goals;

         o    difficulty in recruiting qualified employees for management and
              other positions;

         o    lack of sufficient customers, revenues and cash flow; and

         o    limited financial resources.

         We may continue to face these and other difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our business will suffer and our stock price could
decline.

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

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

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

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

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

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

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

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

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

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

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

WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.

         Many lawsuits currently are being brought in the software industry
alleging violation of intellectual property rights. In addition, a large number
of patents have been awarded in the voice-recognition and call processing area.

         Although we do not believe that we are infringing on any patent rights,
patent holders may claim that we are doing so. Any such claim would likely be
time-consuming and expensive to defend, particularly if we are unsuccessful, and
could prevent us from selling our products or services. In addition, we may also
be forced to enter into costly and burdensome royalty and licensing agreements.

OUR INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND FAILURE TO ADAPT
OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS TO BECOME
OBSOLETE.

         We participate in a highly dynamic industry characterized by rapid
change and uncertainty relating to new and emerging technologies and markets.
Future technology or market changes may cause some of our products to become
obsolete more quickly than expected.
<PAGE>
THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

         As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.

         We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

WE FACE INTENSE PRICE-BASED COMPETITION FOR LICENSING OF OUR PRODUCTS WHICH
COULD REDUCE PROFIT MARGINS.

         Price competition is often intense in the software market, especially
for computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future, resulting
in reduced profit margins.

RISKS RELATED TO THIS OFFERING

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

         We intend to retain any future earnings to finance the growth and
development of our business. Therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.

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

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

OUR CLASS A COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

         Our Class A common stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
These requirements may reduce the potential market for our Class A common stock
by reducing the number of potential investors. This may make it more difficult
for investors in our Class A common stock to sell shares to third parties or to
otherwise dispose of them. This could cause our stock price to decline. Penny
stocks are stock:

         o    With a price of less than $5.00 per share

         o    That are not traded on a "recognized" national exchange;

         o    Whose prices are not quoted on the NASDAQ automated quotation
              system (NASDAQ listed stock must still have a price of not less
              than $5.00 per share); or

         o    Issuers with net tangible assets less than $2.0 million (if the
              issuer has been in continuous operation for at least three years)
              or $5.0 million (if in continuous operation for less than three
              years), or with average revenues of less than $6.0 million for the
              last three years.

         Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.
Moreover, broker/dealers are required to determine whether an investment in a
penny stock is a suitable investment for a prospective investor.
<PAGE>
FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

         The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate. As of December 31, 2005, approximately 701,296
shares of our Class A common stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, upon
compliance with Rule 144 of the Securities Act, or pursuant to another exemption
from registration.

ISSUANCE OF OUR RESERVED SHARES OF CLASS A COMMON STOCK MAY SIGNIFICANTLY DILUTE
THE EQUITY INTEREST OF EXISTING STOCKHOLDERS.

         We have reserved for issuance, shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing stockholders and
could have an adverse effect on the market price for our Class A common stock.
As of December 31, 2005, we had all of our remaining authorized shares,
approximately 9,983,696,720 shares of Class A common stock, reserved for
possible future issuance.

REPORTS TO SECURITY HOLDERS

         The Company is a "reporting company" and it files reports with the
Securities and Exchange Commission. In this regard, the Company files Quarterly
Reports on Form 10-QSB, Annual Reports on Form 10-KSB and as required, Current
Reports on Form 8-K.

         We are subject to the informational requirements of the Exchange Act.
Accordingly, we file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's Public Reference Room located at Room 1580, Headquarters
Office, 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains an
Internet website at WWW.SEC.GOV that contains reports, proxies and other
information regarding registrants that file electronically with the SEC, and
certain of the registrant's filings are available at that website. Please call
1-800-SEC-0330 for further information on the Public Reference Room.



              SPECIAL NOTE REGARDING FORWARDING-LOOKING STATEMENTS

         Certain information included in this Form S-8 and other materials filed
or to be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.
<PAGE>
                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares of
common stock offered under this prospectus by the selling security holders.
Rather, the selling security holders will receive those proceeds directly.


                            SELLING SECURITY HOLDERS

SELLING SHAREHOLDERS

         The following table sets forth, information with respect to those
individuals that are anticipated to be selling shareholders of Class A Common
Stock shares under this registration statement.

         NAME                TITLE OF CLASS          SHARES OFFERED FOR RESALE
         -----------------   --------------------    -------------------------
         Jerome R. Mahoney   Class A Common Stock    2,225,000(1)
         -----------------   --------------------    -------------------------
         Lawrence A. Muenz   Class A Common Stock    2,225,000(2)
         -----------------   --------------------    -------------------------

         (1) Represents Class A Common Stock shares that may be granted from the
         SpeechSwitch, Inc. Directors' and Officers' Plan to repay a portion of
         deferred compensation and/or expenses equal to $103,217 as of December
         31, 2005.

         (2) Represents Class A Common Stock shares that may be granted from the
         Plan to repay a portion of legal fees and/or expenses equal to $16,987
         as of March 31, 2006.


         The following table sets forth information as of April 16, 2006 with
respect to the beneficial ownership of our common stock before the offering by
the selling security holders. As we have no way of knowing in advance the number
of shares that may be issued pursuant to the exercise of stock options or the
issuance of stock from the award of stock, the table of Beneficial Ownership
reflects the ownership by selling shareholders as if they had converted all of
the wages owed to them into Class A Common Stock. At present, we have only two
officers and directors and therefore, these individuals are the only selling
shareholders that can be listed at the present time. In future, other
individuals may be elected to serve as an officer and/or director and the number
of selling shareholders may increase or decrease. The following calculations of
the percent of outstanding shares are based on 16,303,280 shares of our common
stock outstanding as of the date of the table. Beneficial ownership includes
shares issuable upon exercise of warrants, options, conversion of notes payable
into common stock or the conversion of wages payable into common stock that are
exercisable within sixty days of the date of the table. Beneficial ownership
and, accordingly, percent of class ownership, are calculated according to
Securities and Exchange Commission Rule 13d-3.

         The shares of common stock being offered under this prospectus may be
offered for sale from time to time during the period the registration statement
of which this prospectus is a part remains effective, by or for the accounts of
the selling security holders. All of the shares being offered under this
prospectus will be issued under the Plan or the Directors' and Officers' Plan

         We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling security holders.

OWNERSHIP OF BENEFICIAL HOLDERS

         The following table sets forth, as of April 16, 2006 information with
respect to the beneficial ownership of our common stock by (i) persons known by
us to beneficially own more than five percent of the outstanding shares, (ii)
each director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
<PAGE>
                                               COMMON STOCK          PERCENTAGE
NAME                    TITLE OF CLASS         BENEFICIALLY OWNED    OWNERSHIP
---------------------   --------------------   ------------------   ------------
Jerome R. Mahoney       Class A Common Stock     36,852,200 (1)       69.6%(1)
---------------------   --------------------   ------------------   ------------
                        Class B Common Stock        293,217 (2)        100%(2)
---------------------   --------------------   ------------------   ------------
                        Class C Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
Bruce R. Knef           Class A Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
                        Class B Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
                        Class C Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
All directors and
executive officers as
a group (2 persons)     Class A Common Stock     36,852,200 (1)       69.6%(1)
---------------------   --------------------   ------------------   ------------
                        Class B Common Stock        293,217 (2)        100%(2)
---------------------   --------------------   ------------------   ------------
                        Class C Common Stock              0              0%
---------------------   --------------------   ------------------   ------------

(1) Assumes conversion of 293,217 shares of Class B Common stock convertible
into 36,652,125 Class A Common Stock with sixty days of the date of this table.

(2) Includes deferred compensation and expenses of $103,217 and a promissory
note for $190,000 convertible into Class B Common Stock by Mr. Mahoney at his
option.



                              PLAN OF DISTRIBUTION

         The selling security holders and any of their respective donees,
pledgees, assignees and other successors-in-interest may, from time to time,
sell any or all of their shares of our common stock being offered under this
prospectus on any stock exchange, market or trading facility on which the shares
are traded or in private transactions. These sales, which may include block
transactions, may be at fixed or negotiated prices. Each selling security holder
may use any one or more of the following methods when selling shares:

         o  ordinary brokerage transactions and transactions in which the
            broker-dealer solicits purchasers;
         o  trades in which the broker-dealer will attempt to sell the shares as
            agent but may position and resell a portion of the block as
            principal to facilitate the transaction;
         o  purchases by a broker-dealer as principal and re-sales by the
            broker-dealer for its own account;
         o  an exchange distribution in accordance with the rules of the
            applicable exchange;
         o  privately negotiated transactions;
         o  short sales, which are contracts for the sale of shares of stock
            that the seller does not own, or certificates for which are not
            within his control, so as to be available for delivery at the time
            when, under applicable rules, delivery must be made;
         o  transactions to cover short sales;
         o  broker-dealers may agree with the selling security holder to sell a
            specified number of shares at a stipulated price per share;
         o  a combination of any of these methods of sale; or
         o  any other method permitted by applicable law

         The sale price to the public may be:

         o  the market price prevailing at the time of sale;
         o  a price related to the prevailing market price;
         o  at negotiated prices; or
         o  such other price as the selling security holder determines from time
            to time.
<PAGE>
         The shares may also be sold under Rule 144 under the Securities Act of
1933, as amended, if available, rather than under this prospectus.

         Each selling security holder shall have the sole and absolute
discretion not to accept any purchase offer or make any sale of shares if he
deems the purchase price to be unsatisfactory at any particular time.

         Each selling security holder may also engage in short sales against the
box, which are sales where the seller owns enough shares to cover the borrowed
shares, if necessary, puts and calls and other transactions in securities of
iVoice or derivatives of iVoice securities and may sell or deliver shares in
connection with these trades. Each selling security holder may pledge his shares
to his brokers under the margin provisions of customer agreements. If a selling
security holder defaults on a margin loan, the broker may, from time to time,
offer and sell the pledged shares.

         Broker-dealers engaged by a selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. Neither selling security holder has indicated to us
that he expects these commissions and discounts to exceed what is customary in
the types of transactions involved.

         A selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
re-sale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         A selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
neither selling security holder has entered into any agreement with a
prospective underwriter, and there is no assurance as to whether any such
agreement will be entered into. If a selling security holder enters into such an
agreement or agreements, the relevant details will be set forth in a supplement
or revisions to this prospectus.

         Each selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations under that act, including, without limitation,
Regulation M. These provisions may restrict certain activities of, and limit the
timing of purchases and sales of any of the shares by, a selling security holder
or any other such person. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market
making and certain other activities with respect to such securities for a
specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. All of these limitations may
affect the marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.


                    LIMITATION OF LIABILITY: INDEMNIFICATION

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

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


                                     EXPERTS

         The consolidated financial statements of SpeechSwitch, Inc. for the
fiscal years ended December 31, 2004 and 2003 incorporated by reference into
this prospectus have been audited by Bagell, Josephs, Levine & Company, L.L.C.,
independent registered public accountants, to the extent and for the periods set
forth in that firm's report, are incorporated in this prospectus in reliance
upon the report given upon the authority of Bagell, Josephs, Levine & Company,
L.L.C., as experts in auditing and accounting.

<PAGE>
                                  LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Meritz & Muenz LLP, Washington, D.C.


                          TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is Fidelity
Transfer Company. Its telephone number is 801-466-7208.


                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules and
regulations promulgated under the Securities Act, with respect to the common
stock offered under this prospectus. This prospectus, which constitutes a part
of the registration statement, does not contain all of the information contained
in the registration statement and the exhibits and schedules to the registration
statement. While material elements of the contracts and documents referenced in
this prospectus are contained in this prospectus, statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the full
text of the contract or other document, which is filed as an exhibit to the
registration statement.

         For further information with respect to us and the common stock offered
under this prospectus, reference is made to the registration statement and its
exhibits and schedules. The registration statement, including its exhibits and
schedules, may be inspected without charge at the Public Reference Room
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such documents may be obtained from the
Securities and Exchange Commission upon the payment of the charges prescribed by
the Securities and Exchange Commission. The public may obtain information on the
operation of the Public Reference Room by calling the Securities and Exchange
Commission at 1-800-SEC-0330.

         The Securities and Exchange Commission maintains an Internet web site
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Securities and Exchange
Commission. The Securities and Exchange Commission's web site address is
http://www.sec.gov.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by reference is
considered to be a part of this prospectus. We incorporate by reference the
documents listed below and all documents we subsequently file with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering
covered by this prospectus:

         (a) Our Quarterly Report on Form 10-QSB for the period ended June 30,
2005 and September 30, 2005, filed with the Securities and Exchange Commission.

         (b) Our Current Report on Form 8-K dated September 9, 2005.

         (c) Our Annual Report on Form 10-KSB for the fiscal year ended December
31. 2004.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

         Notwithstanding the above, information that is "furnished to" the
Commission shall not be deemed "filed with" the Commission and shall not be
deemed incorporated by reference into this Registration Statement.
<PAGE>

         We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:



                               SpeechSwitch, Inc.
                               750 Highway 34
                               Matawan, NJ 07747
                               (732) 441-7700

<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:

         1. Our Annual Report on Form 10-KSB for the fiscal year ended December
            31, 2004.
         2. Our Current Report on Form 8-K dated September 9, 2005.
         3. Our Quarterly Report on Form 10-QSB for the period ended June 30,
            2005 and September 30, 2005, filed with the Securities and Exchange
            Commission.


         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post
effective amendment which indicates that all remaining securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Lawrence A. Muenz, a partner of Meritz & Muenz LLP, counsel to the
Company, may receive compensation for legal services provided to the Company by
his firm in the form of Class A Common Stock granted under the Plan.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a New Jersey corporation. Section 145 of the New Jersey
General Corporation Law (the "New Jersey Law") empowers a New Jersey corporation
to indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A New Jersey corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation
in the performance of his duty. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

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

         The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
These provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law.
<PAGE>
         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS

         4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan
         4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock
               Incentive Plan.
         5.1.  Legal Opinion of Meritz & Muenz LLP.
         23.   Consent of Experts and Counsel
               23.1     Consent of Bagell, Josephs, Levine & Company, L.C.C.
               23.2     Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)


ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

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

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.

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

     (3) To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
(c)  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Matawan, New Jersey, on April 19, 2006.

         SPEECHSWITCH, INC.


By:      /s/ Bruce Knef
         Bruce Knef, President,
         Chief Executive Officer and
         Principal Financial Officer
         Director


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


/s/ Bruce Knef                                     Date:    April 19, 2006
---------------------------
Bruce Knef, President,
Chief Executive Officer and
Principal Financial Officer
Director


/s/ Jerome Mahoney                                 Date:    April 19, 2006
---------------------------
Jerome Mahoney
Non-Executive Chairman and
Director



                  SPEECHSWITCH, INC. 2005 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Incentive Stock Plan, as amended have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Matawan, New Jersey, on April 19, 2006.

By:      /s/ Bruce Knef
         ---------------------------
         Bruce Knef, President,
         Chief Executive Officer and
         Principal Financial Officer



      SPEECHSWITCH, INC. DIRECTORS' AND OFFICERS' 2005 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Directors' and Officers' Incentive Stock Plan, as amended have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Matawan, New Jersey, on April 19, 2006.

By:      /s/ Bruce Knef
         ---------------------------
         Bruce Knef, President,
         Chief Executive Officer and
         Principal Financial Officer
<PAGE>

                                INDEX OF EXHIBITS




         4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan
         4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock
               Incentive Plan.
         5.1.  Legal Opinion of Meritz & Muenz LLP.
         23.   Consent of Experts and Counsel
               23.1   Consent of Bagell, Josephs, Levine & Company, L.C.C.
               23.2   Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "form-s8_14303.txt", "description": "FORM S-8 DATED APRIL 19, 2006", "secsgml_size_bytes": 85649}]
{"company-data": {"conformed-name": "SpeechSwitch, Inc.", "cik": "0001307989", "assigned-sic": "7373", "irs-number": "201862816", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133402", "film-number": "06767677"}, "business-address": {"street1": "750 HIGHWAY 34", "city": "MATAWAN", "state": "NJ", "zip": "07747", "phone": "732-441-7700"}, "mail-address": {"street1": "750 HIGHWAY 34", "city": "MATAWAN", "state": "NJ", "zip": "07747"}, "former-company": [{"former-conformed-name": "SpeedSwitch, Inc.", "date-changed": "20041115"}, {"former-conformed-name": "SpeechSwitch, Inc.", "date-changed": "20041105"}]}
As filed with the Securities and Exchange Commission on April 19, 2006.
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                               __________________

                                    Form S-8
                               __________________

                          Registration Statement Under
                           The Securities Act of 1933

                               SpeechSwitch, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          New Jersey                                            20-1862733
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

         750 Highway 34
           Matawan, NJ                                             07747
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

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

                               SpeechSwitch, Inc.
                            2005 Stock Incentive Plan
                                       and
                               SpeechSwitch, Inc.
               2005 Directors' and Officers' Stock Incentive Plan
               --------------------------------------------------
                              (Full title of Plan)

                Bruce Knef, President and Chief Executive Officer
                               SpeechSwitch, Inc.
                                 750 Highway 34
                                Matawan, NJ 07747
                                 (732) 441-7700
             -------------------------------------------------------
             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)

                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                                2021 O Street, NW
                              Washington, DC 20036
                                 (202) 787-1964

================================================================================
CALCULATION OF REGISTRATION FEE
-------------------------------

TITLE OF EACH     PROPOSED        PROPOSED
CLASS OF          MAXIMUM         MAXIMUM          AMOUNT OF        TOTAL
SECURITIES TO     AMOUNT TO BE    OFFERING PRICE   AGGREGATE        REGISTRATION
BE REGISTERED     REGISTERED      PER UNIT (b)     OFFERING PRICE   FEE
================================================================================
Class A
Common Stock     6,500,000 (a)      $.026            $104,000        $18.03
================================================================================

(a)  Price calculated in accordance with Rule 457(c) of the regulations
     promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.

                                EXPLANATORY NOTE

         This registration statement contains two parts. Part I contains a
re-offer prospectus prepared in accordance with Part I of Form S-3 in accordance
with Instruction C of the General Instructions to Form S-8. Subject to the
volume limitations of Rule 144(e) of the Securities Act of 1933, the re-offer
prospectus may be used for re-offers or re-sales on a continuous or delayed
basis in the future of the 3,250,000 shares of Class A Common Stock issued under
the SpeechSwitch, Inc. 2005 Stock Incentive Plan and 3,250,000 shares authorized
under the SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive Plan.
Part II contains information required in this registration statement under Part
II of Form S-8.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I, Items 1
and 2 of Form S-8, will be sent or given to any recipient of a stock option or
stock award in accordance with Form S-8 and Rule 428(b)(1) of the Securities
Act. We will furnish without charge to any person to whom information is
required to be delivered, upon written or oral request, a copy of each document
incorporated by reference in Item 3 of Part II of this Registration Statement,
which documents are incorporated by reference in the Section 10(a) prospectus,
and any other documents required to be delivered to them under Rule 428(b) of
the Securities Act. Requests should be directed to SpeechSwitch, Inc. 750
Highway 34, Matawan, NJ 07747. Our telephone number is (732) 441-7700. The
re-offer prospectus follows this paragraph.
PROSPECTUS

                               SPEECHSWITCH, INC.

                   6.5 million shares of Class A Common Stock

         The shares of SpeechSwitch, Inc. Class A Common Stock being offered
under this prospectus are being offered by the employees, independent
contractors and agents of SpeechSwitch, Inc. issued to them upon the exercise of
stock options or the issuance of a stock awards pursuant to the SpeechSwitch,
Inc. 2005 Stock Incentive Plan and by directors and officers issued to them upon
the exercise of stock options or the issuance of a stock awards pursuant to the
SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive Plan. Our
common stock trades on the NASD Over the Counter Bulletin Board under the symbol
"SSWC". On April 16, 2006 the high and low sale prices for a share of our common
stock were $.026 and $.026, respectively.

         The mailing address and telephone number of our principal executive
offices are: SpeechSwitch, Inc., 750 Highway 34, Matawan, NJ 07747, (732)
441-7700.

                               ___________________

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                        PLEASE SEE "RISK FACTORS" HEREIN.

                               ___________________

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

                               ___________________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is April 19, 2006
SUMMARY

         This registration statement covers 3,250,000 shares of Class A Common
Stock, no par value per share of SpeechSwitch, Inc. ("SpeechSwitch" or the
"Company") that may be issued under the 2005 Stock Incentive Plan (the "Plan")
and 3,250,000 shares of Class A Common Stock, no par value per share of
SpeechSwitch that may be issued under the 2005 Directors' and Officers' Stock
Incentive Plan (the "Directors' and Officers' Plan"). The Board of Directors of
SpeechSwitch approved both plans initially on December 12, 2005.

BACKGROUND

OVERVIEW

         SpeechSwitch, Inc., which we refer to in this prospectus as
"SpeechSwitch," "we", "us" or "the Company," was incorporated in New Jersey on
November 10, 2004 as a wholly-owned subsidiary of iVoice, Inc. ("iVoice"). While
iVoice has been engaged in the speech recognition software and computerized
telephony business since 1997, iVoice management seeks to leverage the value of
underutilized developed technology and believes that the transition to an
independent company will provide SpeechSwitch with greater access to capital.
This should provide needed financial resources to potentially penetrate the
market and distribute the product. In connection with the reorganization of
iVoice, immediately prior to the distribution by dividend by iVoice to all of
its stockholders of up to 10,050,000 shares of the Company's Class A Common
Stock (the "Distribution") on August 5, 2005, iVoice transferred to SpeechSwitch
its lines of business relating to its Speech Enabled Auto Attendant, Name Dialer
and Speech Software Developers Kit (Speech SDK) products, which we refer to
collectively in this prospectus as its speech recognition software business and
related liabilities, including all intellectual property of iVoice relating to
the speech recognition software business. As such, SpeechSwitch now owns and
operates iVoice's speech recognition software business. iVoice retained cash
assets of approximately $11.1 million, no part of which was or will be
transferred to SpeechSwitch and operating assets consisting of its iVoiceMail
software and its portfolio of patents and patent rights. iVoice will also
continue to seek additional operating income opportunities through potential
acquisitions or investments.

         SpeechSwitch is a development stage company. SpeechSwitch may seek to
expand its operations through additional sales and marketing activity and the
acquisition of additional businesses. Any potential acquired additional
businesses may be outside the current field of operations of SpeechSwitch.
SpeechSwitch may not be able to identify, successfully integrate or profitably
manage any such businesses or operations. Currently, SpeechSwitch has no plans,
proposals or arrangements, either orally or in writing, regarding any proposed
acquisitions and is not considering any potential acquisitions.

ABOUT US

         SpeechSwitch was incorporated in New Jersey on November 10, 2004 as a
wholly-owned subsidiary of iVoice, Inc. SpeechSwitch received by assignment all
of the interests in and rights and title to, and assumed all of the obligations
of, all of the agreements, contracts, understandings and other instruments of
iVoice Technology 3, Inc., a Nevada corporation and affiliate of SpeechSwitch.
These agreements, contracts, understandings and other instruments consisted of
financing documentation, employment agreements and an administrative services
agreement with iVoice. Since this assignment, iVoice Technology 3 has no
operating business, assets or known liabilities, and is currently in the process
of being dissolved. When we refer to or describe any agreement, contract or
other written instrument of SpeechSwitch in this prospectus, such references may
be to an agreement, contract or other written instrument that had been entered
into by iVoice Technology 3 and assigned to SpeechSwitch.

OUR BUSINESS

         We develop market and license the lines of business relating to
iVoice's Speech- Enabled Auto Attendant, Name Dialer and Speech Software
Developers Kit (Speech SDK) products, which were developed by iVoice. Speech
recognition is used to recognize what a person says, and through the use of
natural language understanding, derives the meaning of what is said. The Company
also offers a range of support services that enable its customers and channel
partners to develop voice-driven applications that use the Company's software.
Our products are designed to be "people oriented", with features that can be
readily used with out special training and manuals. Our product line of Speech
SDK, incorporate this philosophy. SpeechSwitch markets, promotes and sells its
speech-enabled products primarily through telephony reseller channels. The
Company also sell direct to end users in geographic locations where an
authorized reseller does not exist. On direct sales orders, the Company is able
to achieve greater profit margins through higher direct selling prices.
PRODUCTS AND SERVICES

         Our products use standard open-architecture PC platforms and Microsoft
Windows 2000 operating systems, thereby facilitating the rapid adoption of new
PC-based technologies while reducing overall product costs. We concentrate our
product development efforts on software rather than hardware because we believe
that the most efficient way to create product value is to emphasize software
solutions that meet customers' needs. We have recently adapted our applications
to integrate with different manufacturer telephone switches through the use of
Telephony Application Program Interface or "TAPI". The use of TAPI, allows
iVoice to integrate our applications into different telephone manufacturers
Private Branch Exchange systems or "PBX's", eliminating the need for costly
additional external hardware. We have traditionally used standard PC-related
hardware components in our products, in part, to limit our need to manufacture
components. Our manufacturing operations consist only of the installation of our
proprietary software and, if required, a voiceboard into a fully assembled PC
system which we obtain from several different vendors. The Company obtains
system components such as PCs, circuit boards, application cards, faxboards, and
voiceboards from various suppliers.

         Our flagship product is our Speech-enabled Auto Attendant product. The
Auto Attendant engages callers in a natural language dialog and is ready to
transfer a caller to an extension for the party the caller is trying to reach at
any time. Callers can interrupt the Auto Attendant at any time by barging in on
the prompts and simply saying the name of the person or department they wish to
speak to.

         We have met interoperability standards with several leading PBX
manufacturers for Auto Attendant. To date, rigorous testing and compatibility
studies have developed into co-marketing arrangements with Avaya for its
Partner, Magic and IP Office Platforms, 3Com, for its NBX(R) platform, Artisoft
for its TeleVantage(R) Communication server, and AltiGen's AltiServ(R) for its
phone systems. These recent platform integrations add to several others
previously completed, including a Siemens Ready(TM) certification, NEC Fusion
Strategic Alliance, Toshiba Stratus, and Sprint North Supply.

         Through these co-marketing arrangements and strategic alliances, we
will attempt to capture significant market share in the business communication
solution market by expanding distribution through these manufacturers'
authorized reseller networks. To date, no significant revenues have been
generated as a result of any such co-marketing arrangements or alliances.

         Our Name Dialer product is an automatic phone dialing system. The
system imports the necessary contact information for dialing (names and phone
numbers) from a variety of sources including, but not limited to, Microsoft
Outlook, ACT, and Gold Mine. The imported names are then transcribed, through
software, into a set of phonemes that are used for voice recognition. When the
end user picks up the handset, the call is automatically transferred through the
PBX, to the Name Dialer application running on a server machine. The user simply
says the name of the person (whose name came from the contact list) and the Name
Dialer places the call.

         Our Speech SDK product is a unique tool for software application
developers which provides the ability to convert common command and control
functions to speech commands. The SDK allows software developers to write
applications that can treat a user's voice as an input device, such as mouse,
keyboard, or joystick. In addition to telephony applications, the SDK can be
used to incorporate speech recognition into games, handheld devices and even
household appliances.

         The following is a list of Speech-enabled applications, which the
Company has developed, and is available for sale:

         Speech Enabled Auto Attendant. Any business can improve customer
service and streamline the call handling process by allowing callers to reach
their intended party by simply saying the appropriate name. Our speech
recognition system is extremely accurate and reliable. The Speech Enabled Auto
Attendant can significantly reduce or eliminate cumbersome dial by name or
extension number menus and can be implemented without duplicating an
organizations existing voicemail application.

         iVoice Name Dialer is an automatic phone dialing system. The system
imports the necessary contact information for dialing (names and phone numbers)
from a variety of sources including, but not limited to, Microsoft Outlook, ACT,
and Gold Mine. The imported names are then transcribed, through software, into a
set of phonemes that are used for voice recognition. When the end user picks up
the handset, the call is automatically transferred through the PBX, to the Name
Dialer application running on a server machine. The user simply says the name of
the person (whose name came from the contact list) and the Name Dialer places
the call.

         iVoice Speech Directory allows employees to pick up their phone, say
the name of a co-worker they wish to speak to, and the Speech Directory will
transfer the call. Just by speaking the person's name, the Speech Directory can
also return an internal pager number, cell numbers and email listings through a
voice activated telephony directory.

         iVoice Speech Software Developers Kit (SDK) iVoice Speech SDK is a
unique tool for software application developers which provides the ability to
convert common command and control functions to speech commands. The SDK allows
software developers to write applications that can treat a user's voice as an
input device, such as mouse, keyboard, or joystick. In addition to telephony
applications, the SDK can be used to incorporate speech recognition into games,
handheld devices and even household appliances.
MARKETING AND DISTRIBUTION

         SpeechSwitch markets, promotes and sells its speech-enabled products
through telephony reseller channels, telephone equipment manufacturer
distributor networks as well as directly to end users. Management believes it
can leverage those resellers' existing customer bases and obtain a wider
distribution network for its products through already established channels. The
Company also sells direct to end users in geographic locations where an
authorized reseller does not exist. On direct sales orders, the Company is able
to achieve greater profit margins through higher direct selling prices
SpeechSwitch has focused its efforts on developing its dealer and reseller
channels. Management believes it can leverage already existing telephone
equipment manufacturer reseller channels by integrating its speech recognition
software directly into their established revenue producing product lines. We
estimate that each major telephony equipment manufacturer has an estimated
150-600 authorized dealers and resellers throughout North America. The
introduction of an entirely TAPI (Telephone Application Program Interface) based
Speech Enabled Auto Attendant and Name Dialer, allows integration into different
PBX systems (telephone switches) without the need for additional hardware
devices making for a more economical installation. Although concentration on
resellers is the predominate and preferred sales channel, the Company also sells
directly to end-users via its direct sales force providing management with
information on market trends and changing customer needs. The direct channel
also provides an avenue more suitable for SpeechSwitch applications that often
require customized development, which is usually difficult to provide through
the reseller network.

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

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

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

         FOCUS ON SMALL TO MEDIUM SIZED BUSINESSES AND CORPORATE DEPARTMENT. Our
products are designed for use by small to medium sized businesses and corporate
departments utilizing telephones in a wide range of markets, including
manufacturing, retail, service, healthcare, and government. Our products offer
features offered by large proprietary call processing systems, but at a more
affordable price.

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

         MINIMIZE DISTRIBUTION OVERHEAD. We are able to achieve broad market
coverage in the U.S. via a nationwide network of independent telephone system
dealers, and original-equipment-manufacturers, or "OEMs." This structure both
minimizes our selling overhead and maximizes our product exposure, and allows us
to focus our resources on product development.

NEW PRODUCTS

         We are currently engaged in future research and development to add
features and upgrades to versions of the speech recognition software or other
products. These features and upgrades include word spotting and refinement of
our phonetic dictionary.

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

COMPETITION

         A number of companies have developed, or are expected to develop,
products that compete with our products. Our competitors include IBM, Microsoft,
Philips Electronics, Intervoice, and Nuance. Our competitors may combine with
each other, and other companies may enter our markets by acquiring or entering
into strategic relationships with our competitors. Current and potential
competitors have established, or
may establish, cooperative relationships among themselves or with third parties
to increase the abilities of their advanced speech and language technology
products to address the needs of our prospective customers.

         Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition and larger customer bases than we
do. Our present or future competitors may be able to develop products comparable
or superior to those we offer, adapt more quickly than we do to new
technologies, evolving industry trends and standards or customer requirements,
or devote greater resources to the development, promotion and sale of their
products than we do. Accordingly, we may not be able to compete effectively in
our markets and competition may intensify and future competition may harm our
business.

         We believe that the principal competitive factors affecting our market
include the breadth and depth of solutions, product quality and performance,
core technology, product scalability and reliability, product features, customer
service, the ability to implement solutions, the value of a given solution, the
creation of a base of referenceable customers and the strength and breadth of
reseller and channel relationships. Although we believe that our solutions
currently compete favorably with respect to these factors, particularly with
respect to product quality and performance, no assurance can be given that our
competitors will not develop new technologies or enhancements to their existing
products or introduce new products that will offer superior price or performance
features. We expect our competitors to offer new and existing products at prices
necessary to gain or retain market share. Certain of our competitors have
substantial financial resources, which may enable them to withstand sustained
price competition or a market downturn better than us. There can be no assurance
that we will be able to compete successfully in the pricing of our products, or
otherwise, in the future.

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

         As is customary in the telecommunications industry, the Company
produces its products from readily available components purchased from a variety
of manufacturers. Printed circuit boards and housings are contracted for
manufacture according to Company specifications from among many available
suppliers. The business of the Company is not seasonal. The Company maintains no
special arrangements relating to working capital items, and as far as it is
aware this is standard in the industry. The Company is not subject to
environmental protection regulations during the foreseeable future. The Company
has spent nothing on research and development in the last three fiscal years.
None of the Company's present business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.

SUPPLIERS

         Our suppliers include Dialogic Corporation (an Intel company) that
distributes through a network of resellers for voiceboards, and Hewlett-Packard,
Dell and P.C. Mall for computer hardware components. Since our products are
based and run on standard PC architecture and as result of iVoice's recent
integration with TAPI, we do not rely on any one specific supplier for its
system components. We have not experienced any supply shortages with respect to
the components used in systems or developed applications.

CUSTOMERS

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

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

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

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

         Approximately 70% of our revenues are derived from customers located in
the northeast U.S. The remaining 30% are from customers located elsewhere in the
continental U.S.
U.S. PATENTS AND TRADEMARKS

Intellectual Property Rights

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

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

GOVERNMENT REGULATION

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

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

RESEARCH AND DEVELOPMENT

         Our research and development efforts focus on enhancing our existing
product line and the development of new products that integrate with our
existing products. We continually seek to improve our core speech recognition
technology through ease of use, broader application and increased accuracy. We
employ qualified technical personnel to strengthen our product line.

         For the year ending December 31, 2005, research and development
expenditures consisted of $46,685 in salaries and wages to technical staff and
$0 in technical hardware supplies, software tool-kits and technical
publications. For the year ending December 31, 2004, research and development
expenditures consisted of $23,663 in salaries and wages to technical staff and
$2,298 in technical hardware supplies, software tool-kits and technical
publications.

LICENSES

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

EMPLOYEES

         As of December 31, 2005, we had three full-time employees and one
part-time employee. None of our employees are represented by a labor
organization and we are not a party to any collective bargaining agreements. We
consider our relationship with our employees generally to be good.

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

         You should carefully consider each of the following risk factors and
all of the other information in this information statement. The following risks
relate principally to the offering and SpeechSwitch's business.

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

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

RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY.

         We did not begin our voice-recognition business until December 1997.
Accordingly, we have a limited operating history on which to base an evaluation
of our business and prospects.

WE HAVE HISTORICALLY LOST MONEY AND MAY CONTINUE TO LOSE MONEY IN THE FUTURE.

         We have historically lost money. For the years ended December 31, 2005
and 2004, we had net losses of $767,540 and $867,050, respectively, and net
losses of $0.08 and $0.09 per share, respectively. Future losses are likely to
occur. Accordingly, we may experience significant liquidity and cash flow
problems because our operations are not profitable. No assurances can be given
that we will be successful in reaching or maintaining profitable operations.

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

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

         o    the timing of sales of our products and services;

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

         o    unexpected delays in introducing new products and services;

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

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

         o    the mix of product license and services revenue; and

         o    costs related to possible acquisitions of technology or
              businesses.

WE MAY FAIL TO DEVELOP NEW PRODUCTS, OR MAY INCUR UNEXPECTED EXPENSES OR DELAYS.

         Although we currently have fully developed products available for sale,
we are also developing various new technologies, products and product features
and will rely on them to remain competitive. Due to the risks inherent in
developing new products and technologies--limited financing, competition,
obsolescence, loss of key personnel, and other factors--we may fail to develop
these technologies and products, or may experience lengthy and costly delays in
doing so. Although we are able to license some of our technologies in their
current stage of development, we cannot assure that we will be able to develop
new products or enhancements to our existing products in order to remain
competitive.
IF WE CANNOT RAISE ADDITIONAL CAPITAL TO FINANCE FUTURE OPERATIONS, WE MAY NEED
TO CURTAIL OUR OPERATIONS IN THE FUTURE.

         We have relied on significant external financing to fund our
operations. Such financing has historically come from a combination of
borrowings and sales of securities from third parties and funds provided by
certain officers and directors. We cannot assure you that financing whether from
external sources or related parties will be available if needed or on favorable
terms. Our inability to obtain adequate financing will result in the need to
curtail business operations. Any of these events would be materially harmful to
our business and may result in a lower stock price. While we have recently
raised sufficient working capital to fund our operations for at least the next
24 months, we will need to raise additional capital to fund our future
operations.

BECAUSE OUR VOICE-RECOGNITION BUSINESS IS STILL EVOLVING, WE MAY EXPERIENCE
DIFFICULTIES THAT COULD PREVENT US FROM BECOMING PROFITABLE.

         Because voice-recognition products are still evolving, we may
experience the difficulties frequently encountered by companies in the early
stage of development in new and evolving markets. These difficulties include the
following:

         o    substantial delays and expenses related to testing and developing
              of our new products;

         o    marketing and distribution problems encountered in connection with
              our new and existing products and technologies;

         o    competition from larger and more established companies;

         o    delays in reaching our marketing goals;

         o    difficulty in recruiting qualified employees for management and
              other positions;

         o    lack of sufficient customers, revenues and cash flow; and

         o    limited financial resources.

         We may continue to face these and other difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our business will suffer and our stock price could
decline.

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

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

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

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

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

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

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

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

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

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

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

WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.

         Many lawsuits currently are being brought in the software industry
alleging violation of intellectual property rights. In addition, a large number
of patents have been awarded in the voice-recognition and call processing area.

         Although we do not believe that we are infringing on any patent rights,
patent holders may claim that we are doing so. Any such claim would likely be
time-consuming and expensive to defend, particularly if we are unsuccessful, and
could prevent us from selling our products or services. In addition, we may also
be forced to enter into costly and burdensome royalty and licensing agreements.

OUR INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND FAILURE TO ADAPT
OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS TO BECOME
OBSOLETE.

         We participate in a highly dynamic industry characterized by rapid
change and uncertainty relating to new and emerging technologies and markets.
Future technology or market changes may cause some of our products to become
obsolete more quickly than expected.
THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

         As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.

         We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

WE FACE INTENSE PRICE-BASED COMPETITION FOR LICENSING OF OUR PRODUCTS WHICH
COULD REDUCE PROFIT MARGINS.

         Price competition is often intense in the software market, especially
for computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future, resulting
in reduced profit margins.

RISKS RELATED TO THIS OFFERING

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

         We intend to retain any future earnings to finance the growth and
development of our business. Therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.

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

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

OUR CLASS A COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

         Our Class A common stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
These requirements may reduce the potential market for our Class A common stock
by reducing the number of potential investors. This may make it more difficult
for investors in our Class A common stock to sell shares to third parties or to
otherwise dispose of them. This could cause our stock price to decline. Penny
stocks are stock:

         o    With a price of less than $5.00 per share

         o    That are not traded on a "recognized" national exchange;

         o    Whose prices are not quoted on the NASDAQ automated quotation
              system (NASDAQ listed stock must still have a price of not less
              than $5.00 per share); or

         o    Issuers with net tangible assets less than $2.0 million (if the
              issuer has been in continuous operation for at least three years)
              or $5.0 million (if in continuous operation for less than three
              years), or with average revenues of less than $6.0 million for the
              last three years.

         Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.
Moreover, broker/dealers are required to determine whether an investment in a
penny stock is a suitable investment for a prospective investor.
FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

         The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate. As of December 31, 2005, approximately 701,296
shares of our Class A common stock could be considered "restricted securities"
and saleable only upon registration under the Securities Act of 1933, upon
compliance with Rule 144 of the Securities Act, or pursuant to another exemption
from registration.

ISSUANCE OF OUR RESERVED SHARES OF CLASS A COMMON STOCK MAY SIGNIFICANTLY DILUTE
THE EQUITY INTEREST OF EXISTING STOCKHOLDERS.

         We have reserved for issuance, shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing stockholders and
could have an adverse effect on the market price for our Class A common stock.
As of December 31, 2005, we had all of our remaining authorized shares,
approximately 9,983,696,720 shares of Class A common stock, reserved for
possible future issuance.

REPORTS TO SECURITY HOLDERS

         The Company is a "reporting company" and it files reports with the
Securities and Exchange Commission. In this regard, the Company files Quarterly
Reports on Form 10-QSB, Annual Reports on Form 10-KSB and as required, Current
Reports on Form 8-K.

         We are subject to the informational requirements of the Exchange Act.
Accordingly, we file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's Public Reference Room located at Room 1580, Headquarters
Office, 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains an
Internet website at WWW.SEC.GOV that contains reports, proxies and other
information regarding registrants that file electronically with the SEC, and
certain of the registrant's filings are available at that website. Please call
1-800-SEC-0330 for further information on the Public Reference Room.

              SPECIAL NOTE REGARDING FORWARDING-LOOKING STATEMENTS

         Certain information included in this Form S-8 and other materials filed
or to be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.
USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares of
common stock offered under this prospectus by the selling security holders.
Rather, the selling security holders will receive those proceeds directly.

                            SELLING SECURITY HOLDERS

SELLING SHAREHOLDERS

         The following table sets forth, information with respect to those
individuals that are anticipated to be selling shareholders of Class A Common
Stock shares under this registration statement.

         NAME                TITLE OF CLASS          SHARES OFFERED FOR RESALE
         -----------------   --------------------    -------------------------
         Jerome R. Mahoney   Class A Common Stock    2,225,000(1)
         -----------------   --------------------    -------------------------
         Lawrence A. Muenz   Class A Common Stock    2,225,000(2)
         -----------------   --------------------    -------------------------

         (1) Represents Class A Common Stock shares that may be granted from the
         SpeechSwitch, Inc. Directors' and Officers' Plan to repay a portion of
         deferred compensation and/or expenses equal to $103,217 as of December
         31, 2005.

         (2) Represents Class A Common Stock shares that may be granted from the
         Plan to repay a portion of legal fees and/or expenses equal to $16,987
         as of March 31, 2006.

         The following table sets forth information as of April 16, 2006 with
respect to the beneficial ownership of our common stock before the offering by
the selling security holders. As we have no way of knowing in advance the number
of shares that may be issued pursuant to the exercise of stock options or the
issuance of stock from the award of stock, the table of Beneficial Ownership
reflects the ownership by selling shareholders as if they had converted all of
the wages owed to them into Class A Common Stock. At present, we have only two
officers and directors and therefore, these individuals are the only selling
shareholders that can be listed at the present time. In future, other
individuals may be elected to serve as an officer and/or director and the number
of selling shareholders may increase or decrease. The following calculations of
the percent of outstanding shares are based on 16,303,280 shares of our common
stock outstanding as of the date of the table. Beneficial ownership includes
shares issuable upon exercise of warrants, options, conversion of notes payable
into common stock or the conversion of wages payable into common stock that are
exercisable within sixty days of the date of the table. Beneficial ownership
and, accordingly, percent of class ownership, are calculated according to
Securities and Exchange Commission Rule 13d-3.

         The shares of common stock being offered under this prospectus may be
offered for sale from time to time during the period the registration statement
of which this prospectus is a part remains effective, by or for the accounts of
the selling security holders. All of the shares being offered under this
prospectus will be issued under the Plan or the Directors' and Officers' Plan

         We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling security holders.

OWNERSHIP OF BENEFICIAL HOLDERS

         The following table sets forth, as of April 16, 2006 information with
respect to the beneficial ownership of our common stock by (i) persons known by
us to beneficially own more than five percent of the outstanding shares, (ii)
each director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
COMMON STOCK          PERCENTAGE
NAME                    TITLE OF CLASS         BENEFICIALLY OWNED    OWNERSHIP
---------------------   --------------------   ------------------   ------------
Jerome R. Mahoney       Class A Common Stock     36,852,200 (1)       69.6%(1)
---------------------   --------------------   ------------------   ------------
                        Class B Common Stock        293,217 (2)        100%(2)
---------------------   --------------------   ------------------   ------------
                        Class C Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
Bruce R. Knef           Class A Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
                        Class B Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
                        Class C Common Stock              0              0%
---------------------   --------------------   ------------------   ------------
All directors and
executive officers as
a group (2 persons)     Class A Common Stock     36,852,200 (1)       69.6%(1)
---------------------   --------------------   ------------------   ------------
                        Class B Common Stock        293,217 (2)        100%(2)
---------------------   --------------------   ------------------   ------------
                        Class C Common Stock              0              0%
---------------------   --------------------   ------------------   ------------

(1) Assumes conversion of 293,217 shares of Class B Common stock convertible
into 36,652,125 Class A Common Stock with sixty days of the date of this table.

(2) Includes deferred compensation and expenses of $103,217 and a promissory
note for $190,000 convertible into Class B Common Stock by Mr. Mahoney at his
option.

                              PLAN OF DISTRIBUTION

         The selling security holders and any of their respective donees,
pledgees, assignees and other successors-in-interest may, from time to time,
sell any or all of their shares of our common stock being offered under this
prospectus on any stock exchange, market or trading facility on which the shares
are traded or in private transactions. These sales, which may include block
transactions, may be at fixed or negotiated prices. Each selling security holder
may use any one or more of the following methods when selling shares:

         o  ordinary brokerage transactions and transactions in which the
            broker-dealer solicits purchasers;
         o  trades in which the broker-dealer will attempt to sell the shares as
            agent but may position and resell a portion of the block as
            principal to facilitate the transaction;
         o  purchases by a broker-dealer as principal and re-sales by the
            broker-dealer for its own account;
         o  an exchange distribution in accordance with the rules of the
            applicable exchange;
         o  privately negotiated transactions;
         o  short sales, which are contracts for the sale of shares of stock
            that the seller does not own, or certificates for which are not
            within his control, so as to be available for delivery at the time
            when, under applicable rules, delivery must be made;
         o  transactions to cover short sales;
         o  broker-dealers may agree with the selling security holder to sell a
            specified number of shares at a stipulated price per share;
         o  a combination of any of these methods of sale; or
         o  any other method permitted by applicable law

         The sale price to the public may be:

         o  the market price prevailing at the time of sale;
         o  a price related to the prevailing market price;
         o  at negotiated prices; or
         o  such other price as the selling security holder determines from time
            to time.
The shares may also be sold under Rule 144 under the Securities Act of
1933, as amended, if available, rather than under this prospectus.

         Each selling security holder shall have the sole and absolute
discretion not to accept any purchase offer or make any sale of shares if he
deems the purchase price to be unsatisfactory at any particular time.

         Each selling security holder may also engage in short sales against the
box, which are sales where the seller owns enough shares to cover the borrowed
shares, if necessary, puts and calls and other transactions in securities of
iVoice or derivatives of iVoice securities and may sell or deliver shares in
connection with these trades. Each selling security holder may pledge his shares
to his brokers under the margin provisions of customer agreements. If a selling
security holder defaults on a margin loan, the broker may, from time to time,
offer and sell the pledged shares.

         Broker-dealers engaged by a selling security holder may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. Neither selling security holder has indicated to us
that he expects these commissions and discounts to exceed what is customary in
the types of transactions involved.

         A selling security holder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by these broker-dealers or agents and any profit on the
re-sale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         A selling security holder, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. To our knowledge,
neither selling security holder has entered into any agreement with a
prospective underwriter, and there is no assurance as to whether any such
agreement will be entered into. If a selling security holder enters into such an
agreement or agreements, the relevant details will be set forth in a supplement
or revisions to this prospectus.

         Each selling security holder and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations under that act, including, without limitation,
Regulation M. These provisions may restrict certain activities of, and limit the
timing of purchases and sales of any of the shares by, a selling security holder
or any other such person. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market
making and certain other activities with respect to such securities for a
specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. All of these limitations may
affect the marketability of the shares.

         We have agreed to pay all fees and expenses incident to the
registration of the shares.

                    LIMITATION OF LIABILITY: INDEMNIFICATION

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

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

                                     EXPERTS

         The consolidated financial statements of SpeechSwitch, Inc. for the
fiscal years ended December 31, 2004 and 2003 incorporated by reference into
this prospectus have been audited by Bagell, Josephs, Levine & Company, L.L.C.,
independent registered public accountants, to the extent and for the periods set
forth in that firm's report, are incorporated in this prospectus in reliance
upon the report given upon the authority of Bagell, Josephs, Levine & Company,
L.L.C., as experts in auditing and accounting.
LEGAL MATTERS

         The validity of the shares of common stock offered under this
prospectus will be passed upon by Meritz & Muenz LLP, Washington, D.C.

                          TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock is Fidelity
Transfer Company. Its telephone number is 801-466-7208.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, and the rules and
regulations promulgated under the Securities Act, with respect to the common
stock offered under this prospectus. This prospectus, which constitutes a part
of the registration statement, does not contain all of the information contained
in the registration statement and the exhibits and schedules to the registration
statement. While material elements of the contracts and documents referenced in
this prospectus are contained in this prospectus, statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the full
text of the contract or other document, which is filed as an exhibit to the
registration statement.

         For further information with respect to us and the common stock offered
under this prospectus, reference is made to the registration statement and its
exhibits and schedules. The registration statement, including its exhibits and
schedules, may be inspected without charge at the Public Reference Room
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such documents may be obtained from the
Securities and Exchange Commission upon the payment of the charges prescribed by
the Securities and Exchange Commission. The public may obtain information on the
operation of the Public Reference Room by calling the Securities and Exchange
Commission at 1-800-SEC-0330.

         The Securities and Exchange Commission maintains an Internet web site
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Securities and Exchange
Commission. The Securities and Exchange Commission's web site address is
http://www.sec.gov.

         All trademarks or trade names referred to in this prospectus are the
property of their respective owners.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference information we file with it, which means we can disclose important
information to you by referring you to documents we have filed with the
Securities and Exchange Commission. The information incorporated by reference is
considered to be a part of this prospectus. We incorporate by reference the
documents listed below and all documents we subsequently file with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering
covered by this prospectus:

         (a) Our Quarterly Report on Form 10-QSB for the period ended June 30,
2005 and September 30, 2005, filed with the Securities and Exchange Commission.

         (b) Our Current Report on Form 8-K dated September 9, 2005.

         (c) Our Annual Report on Form 10-KSB for the fiscal year ended December
31. 2004.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

         Notwithstanding the above, information that is "furnished to" the
Commission shall not be deemed "filed with" the Commission and shall not be
deemed incorporated by reference into this Registration Statement.
We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                               SpeechSwitch, Inc.
                               750 Highway 34
                               Matawan, NJ 07747
                               (732) 441-7700
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:

         1. Our Annual Report on Form 10-KSB for the fiscal year ended December
            31, 2004.
         2. Our Current Report on Form 8-K dated September 9, 2005.
         3. Our Quarterly Report on Form 10-QSB for the period ended June 30,
            2005 and September 30, 2005, filed with the Securities and Exchange
            Commission.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post
effective amendment which indicates that all remaining securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Lawrence A. Muenz, a partner of Meritz & Muenz LLP, counsel to the
Company, may receive compensation for legal services provided to the Company by
his firm in the form of Class A Common Stock granted under the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a New Jersey corporation. Section 145 of the New Jersey
General Corporation Law (the "New Jersey Law") empowers a New Jersey corporation
to indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A New Jersey corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation
in the performance of his duty. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

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

         The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
These provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan
         4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock
               Incentive Plan.
         5.1.  Legal Opinion of Meritz & Muenz LLP.
         23.   Consent of Experts and Counsel
               23.1     Consent of Bagell, Josephs, Levine & Company, L.C.C.
               23.2     Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

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

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.

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

     (3) To remove from registration by means of a post-effective amendment any
     of the securities being registered which remain unsold at the termination
     of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Matawan, New Jersey, on April 19, 2006.

         SPEECHSWITCH, INC.

By:      /s/ Bruce Knef
         Bruce Knef, President,
         Chief Executive Officer and
         Principal Financial Officer
         Director

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ Bruce Knef                                     Date:    April 19, 2006
---------------------------
Bruce Knef, President,
Chief Executive Officer and
Principal Financial Officer
Director

/s/ Jerome Mahoney                                 Date:    April 19, 2006
---------------------------
Jerome Mahoney
Non-Executive Chairman and
Director

                  SPEECHSWITCH, INC. 2005 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Incentive Stock Plan, as amended have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Matawan, New Jersey, on April 19, 2006.

By:      /s/ Bruce Knef
         ---------------------------
         Bruce Knef, President,
         Chief Executive Officer and
         Principal Financial Officer

      SPEECHSWITCH, INC. DIRECTORS' AND OFFICERS' 2005 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Directors' and Officers' Incentive Stock Plan, as amended have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Matawan, New Jersey, on April 19, 2006.

By:      /s/ Bruce Knef
         ---------------------------
         Bruce Knef, President,
         Chief Executive Officer and
         Principal Financial Officer
INDEX OF EXHIBITS

         4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan
         4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock
               Incentive Plan.
         5.1.  Legal Opinion of Meritz & Muenz LLP.
         23.   Consent of Experts and Counsel
               23.1   Consent of Bagell, Josephs, Levine & Company, L.C.C.
               23.2   Consent of Meritz & Muenz LLP.  (See Exhibit 5.1)