================================================================================
     As filed with the Securities and Exchange Commission on June 22, 2007.


                       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                                             20-1862816
--------------------------------------------------------------------------------
(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) 728-2909

================================================================================
<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            18,500,000(a)       $.002            $37,000          $1.14
--------------------------------------------------------------------------------

(a)  6,500,000 shares were registered on April 19, 2006 pursuant to Registration
     Statement File No. 333-133402. The fee of $18.03 was paid in connection
     with that original registration Statement.

(b)  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 12,500,000 shares of Class A Common Stock issued
under the SpeechSwitch, Inc. 2005 Stock Incentive Plan and 12,500,000 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.

                    25 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 June 20,
2007 the high and low sale prices for a share of our common stock were $.0017
and $.0012, 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 June 22, 2007

<PAGE>

                                     SUMMARY

     This registration statement covers 12,500,000 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 12,500,000 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
without 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. The
Company employs three full-time employees and one part-time employee.
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.

<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 voice board, into a fully assembled PC
system which we obtain from several different vendors. The Company obtains
system components such as PCs, circuit boards, application cards, fax boards,
and voice boards from various suppliers.

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 are 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. This system has not been fully developed, and, as such, it not yet
available for sale.

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.

<PAGE>

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.

SALES AND MARKETING

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

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

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 (OEM). This structure both minimizes our
selling overhead and maximizes our product exposure, and allows us to focus our
resources on product development.

SpeechSwitch will market its products directly and through more than 100
domestic and international re-sellers. The Company intends to enter into
arrangements with resellers to broaden distribution channels and to increase its
sales penetration to specific markets and industries. Distributors will be
selected based on their access to the markets, industries and customers that are
candidates for the products.

The Company is actively seeking strategic relationships with companies to build
its developing partner program. The partner program will be built by
establishing relationships in basic areas consisting of software and technology
solution partners and system integration partners. These relationships will
enhance the Company's technological strength, improve its market position,
facilitate shorter time-to-market, enhance its ability to deliver end-to-end
solutions, and broaden its market coverage.

Developing market possibilities will be crucial to our success. However, we
cannot provide any assurance that we will be able to effectively

<PAGE>

market and sell our products for these uses or that they will be accepted by our
perceived market.

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.

DISTRIBUTION
------------

As a product line of iVoice, Inc., our speech recognition software has produced
sales revenues for the past three fiscal years. In the past, iVoice devoted
limited resources to the marketing of our speech recognition software. The
Company's future revenues depend on its ability to develop a customer base
through the establishment of a reseller channel using various marketing and
sales promotions.

SpeechSwitch will market its products directly, with a sales force, and through
more than 100 domestic and international re-sellers. SpeechSwitch intends to
enter into arrangements with resellers to broaden distribution channels and to
increase its sales penetration to specific markets and industries. Distributors
will be selected based on their access to the markets, industries and customers
that are candidates for the products.

OEM AND RESELLER ACCOUNTS
-------------------------

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

BUSINESS DEVELOPMENT
--------------------

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

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

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

STRATEGIC ALLIANCES
-------------------

SpeechSwitch's business development efforts will seek to engage and secure
strategic alliances with related telecommunications businesses and professional
organizations in order to develop co-marketing programs that will expand market
share for our products and develop brand recognition. By entering into strategic
alliances with companies that offer telecommunications devices or services to
businesses or professional organizations whereby appointment setting and
scheduling are of vital importance, we will seek to obtain access to an
installed customer base as well as new sales opportunities of our products.
SpeechSwitch has recently entered into certain of these strategic alliances, and
is currently negotiating additional strategic alliances. To date no significant
revenues have been generated as a result of any such co-marketing arrangements
or alliances.

<PAGE>

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.

SUPPLIERS
---------

Our suppliers include Dialogic Corporation (an Intel company) that distributes
through a network of resellers for voice boards, 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 our 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. 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 Company maintains no special arrangements relating
to working capital items, and as far as it is aware this is standard in the
industry.

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 continue to review 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 additional 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.

Pursuant to a Patent Purchase Agreement, dated April 20, 2006, we completed the
sale of certain United States Letters Patents and/or applications for United
States Letters Patents and/or foreign patents and applications to Lamson
Holdings LLC. The patents and/or patent applications sold relate to various
Voice Activated/Voice Responsive systems developed by SpeechSwitch, including
item locators for retail stores utilizing various unique identifying, data
gathering and organizing, as well as user feedback techniques.

We received net proceeds of $144,000, after paying a commission to GlynnTech,
Inc., which served as SpeechSwitch's licensing agent and assisted in the sale of
the patents. However, the Company retained the rights to market the product.

We have three issued U.S. patents and one pending U.S. patent application. We
believe that our patent strategy will provide a competitive advantage in our
target markets, but our patents may not be broad enough to cover our
competitors' products and may be subject to invalidation claims.

<PAGE>

Our first patent, for our Speech-Enabled Automatic Telephone Dialer, was issued
in May 2003. This invention is a speech enabled automatic telephone dialer
device system that uses a spoken name that corresponds to the name and telephone
number data of computer-based address book programs. The Speech Enabled Name
Dialer imports all of the names and telephone numbers from a user's existing
Microsoft Outlook, ACT, Gold Mine or other contact management software and can
automatically connect a caller with anyone the caller asks for. The caller
simply picks up the phone, tells the Name Dialer the name of the person the
caller wants to contact, and the Name Dialer finds the telephone number and
dials for the caller.

Our second patent for our Speech-Enabled Automatic Telephone Dialer without the
need for a Private Branch Exchange (PBX), was issued in December 2003. Although
this patent is similar to our first patent, however, the PBX requirement is
circumvented through the use of software.

Our third patent for our Speech-Enabled Automatic Telephone Dialer Name Dialer
utilizing a Telephone Application Programming Interface (TAPI), was issued on
September 6, 2005. This patent seeks to protect the use of the Name Dialer
utilizing a Telephone Application Programming Interface (TAPI). The use of TAPI
allows SpeechSwitch to integrate into different telephone PBX systems,
eliminating the need for additional external hardware. Each phone system
hardware provider provides a specific software driver that interfaces directly
with the SpeechSwitch Name Dialer.

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 years ending December 31, 2006 and 2005, research and development
expenditures consisted of $63,206 and $46,985, respectively, in salaries and
wages to technical staff and $0 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, 2006, 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.

We have entered into employment agreements with our President and Chief
Executive Officer (Mr. Knef) and our Non-Executive Chairman of the Board (Mr.
Mahoney). Mr. Mahoney is a part-time employee; Mr. Knef will devote
substantially all of his time to SpeechSwitch. Many services that would be
provided by employees are currently being provided to SpeechSwitch by iVoice
under the administrative services agreement. We do not currently have any plans
to hire additional personnel and we expect our current officers and directors to
continue to fulfill orders received by telephone and the Internet for
SpeechSwitch products. However, if SpeechSwitch can obtain funds under the
equity line of credit, SpeechSwitch will be able to devote more resources to
expanding its personnel.

<PAGE>

Within the industry, competition for key technical and management personnel is
intense, and there can be no assurance that we can retain our future key
technical and managerial employees or that, should we seek to add or replace
personnel, we can assimilate or retain other highly qualified technical and
managerial personnel in the future.

In addition to other information in this Annual Report on Form 10-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

SPEECHSWITCH WILL FACE MANY OF THE DIFFICULTIES THAT COMPANIES IN THE EARLY
STAGE MAY FACE.

     As a result of the Company's limited operating history, the currently
difficult economic conditions of the telecommunications marketplace and the
emerging nature of the speech recognition software industry, it may be difficult
for you to assess our growth and earnings potential. The Company believes that
due primarily to the relatively brief time its Speech Enabled Auto Attendant,
Name Dialer and Speech SDK products have been available to the general public,
there has not yet been developed, implemented and demonstrated a commercially
viable business model from which to successfully operate any form of business
that relies on the products and services that we intend to market, sell, and
distribute. Therefore, we have faced many of the difficulties that companies in
the early stages of their development in new and evolving markets often face, as
they are described herein. We may continue to face these and other difficulties
in the future, some of which may be beyond our control. If we are unable to
successfully address these problems, our future growth and earnings will be
negatively affected.

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

     Although iVoice has operated as a reporting public company since 2000 and
has sold computerized telephony software since 1997, SpeechSwitch has a limited
operating history as an independent public company. Historically, since the
businesses that comprise each of SpeechSwitch and iVoice have been under one
ultimate parent, they have been able to rely, to some degree, on the earnings,
assets, and cash flow of each other for capital requirements. Now that the
Distribution has occurred, SpeechSwitch is able to rely only on the speech
recognition software business for such requirements. iVoice operated the speech
recognition software business from the first quarter of 2000 until August 5,
2005. The speech recognition software business has operated at a loss in the
past for iVoice, and as an independent company such losses may continue or
increase. Additionally, SpeechSwitch's business has relied on iVoice for
financial, administrative and managerial expertise in conducting its operations.
Now that the Distribution has occurred, SpeechSwitch will maintain its own
credit and banking relationships and perform its own financial and investor
relations functions. SpeechSwitch may not be able to successfully put in place
the financial, administrative and managerial structure necessary to operate as
an independent public company, and the development of such structure will
require a significant amount of management's time and other resources.

IVOICE'S OPERATIONS DEMONSTRATE A HISTORY OF NET LOSSES AND CASH FLOW SHORTFALLS
AND SPEECHSWITCH'S LIKELY WILL AS WELL.

     iVoice, of which SpeechSwitch was a part, has incurred recurring operating
losses. SpeechSwitch had net losses of approximately $646,000 and $767,000 for
the years ended December 31, 2006 and 2005, respectively, and cash used in
operations of approximately $273,000 and $376,000 for the same periods,
respectively. iVoice and SpeechSwitch have been and may, in the future, be
dependent upon outside and related party financing to develop and market their
software products, perform their business development activities, and provide
for ongoing working capital requirements. During the year ended December 31,
2006, substantially all of this financing for both companies was provided
Cornell Capital Partners. There can be no assurance that SpeechSwitch will have
operations separately that fare any better than those of iVoice.

<PAGE>

OUR HISTORICAL INFORMATION HAS LIMITED RELEVANCE TO OUR RESULTS OF OPERATIONS AS
A SEPARATE COMPANY.

     The historical financial information we have included in this prospectus
does not reflect what our results of operations, financial position and cash
flows would have been had we been a separate, stand-alone entity during the
periods presented or what our results of operations, financial position and cash
flows will be in the future. This is because iVoice did not account for us as,
and we were not operated as, a single stand-alone business for the periods
presented.

SPEECHSWITCH HAS RECEIVED A GOING CONCERN OPINION FROM ITS INDEPENDENT AUDITORS
THAT DESCRIBES THE UNCERTAINTY REGARDING ITS ABILITY TO CONTINUE AS A GOING
CONCERN.

     SpeechSwitch has received a report from its independent auditors for the
fiscal years ended December 31, 2006 and December 31, 2005 containing an
explanatory paragraph that describes the uncertainty regarding the Company's
ability to continue as a going concern due to its historical negative cash flow
and because, as of the date of the auditors' opinion, the Company did not have
access to sufficient committed capital to meet its projected operating needs for
at least the next 12 months.

     Our financial statements have been prepared on the basis of a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We have not made any adjustments
to our financial statements as a result of the going concern modification to the
report of our independent registered public accounting firm. If we become unable
to continue as a going concern, we could have to liquidate our assets, which
means that we are likely to receive significantly less for those assets than the
values at which such assets are carried on our financial statements. Any
shortfall in the proceeds from the liquidation of our assets would directly
reduce the amounts, if any, that holders of our common stock could receive in
liquidation.

     There can be no assurance that management's plans will be successful, and
other unforeseeable actions may become necessary. Any inability to raise capital
may require us to reduce the level of our operations. Such actions would have a
material adverse effect on us, our business and operations and result in charges
that would be material to our business and results of operations.

SPEECHSWITCH'S FUTURE REVENUE AND OPERATING RESULTS ARE UNPREDICTABLE AND MAY
FLUCTUATE, WHICH COULD CAUSE SPEECHSWITCH'S STOCK PRICE TO DECLINE.

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

     o    the timing of sales of our products and services, particularly in
          light of our minimal sales history;

     o    the introduction of competitive products by existing or new
          competitors;

     o    reduced demand for any given product;

     o    difficulty in keeping current with changing technologies;

     o    unexpected delays in introducing new products, new product features
          and services;

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

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

     o    the mix of product license and services revenue;

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

     o    the market's transition between operating systems; and

     o    costs related to possible acquisitions of technology or businesses.

     Due to these factors, forecasts may not be achieved, either because
expected revenues do not occur or because they occur at lower prices or on terms
that are less favorable to us. In addition, these factors increase the chances
that our results could diverge from the expectations of investors and analysts.
If so, the market price of our stock would likely decline.

<PAGE>

SPEECHSWITCH HAS IN THE PAST AND MAY IN THE FUTURE SELL ADDITIONAL UNREGISTERED
CONVERTIBLE SECURITIES, POSSIBLY WITHOUT LIMITATIONS ON THE NUMBER OF SHARES OF
COMMON STOCK THE SECURITIES ARE CONVERTIBLE INTO, WHICH COULD DILUTE THE VALUE
OF THE HOLDINGS OF CURRENT STOCKHOLDERS AND HAVE OTHER DETRIMENTAL EFFECTS ON
YOUR HOLDINGS.

     We have relied on the private placement of convertible debentures and
promissory notes to obtain working capital and may continue to do so in the
future. As of March 31, 2007, we have outstanding $1 million in convertible
debentures and $346,347 owing to Mr. Mahoney in the form of a promissory note,
accrued interest on the note and deferred compensation. The $346,347 owed to Mr.
Mahoney may, at Mr. Mahoney's option, may be converted into shares of the
Company's Class B Common Stock which is convertible into the number of shares of
Class A Common Stock determined by dividing the number of shares of Class B
Common Stock being converted by a 20% discount of the lowest price at which
SpeechSwitch had ever issued its Class A Common Stock. There is no limit upon
the number of shares that we may be required to issue upon conversion of any of
these obligations.

     In order to obtain working capital in the future, we intend to issue
additional equity securities and convertible obligations.

     In the event that the price of our Class A Common Stock decreases, and our
convertible obligations (or any other convertible obligations we may issue) are
converted into shares of our Class A Common Stock:

     o    the percentage of shares outstanding that will be held by these
          holders upon conversion will increase accordingly,

     o    increased share issuance, in addition to a stock overhang of an
          indeterminable amount, may depress the price of our Class A Common
          Stock,

     o    the sale of a substantial amount of convertible debentures to
          relatively few holders could effectuate a possible change in control
          of the Company, and

     o    in the event of our voluntary or involuntary liquidation while the
          secured convertible debentures are outstanding, the holders of those
          securities will be entitled to a preference in distribution of our
          property.

     In addition, if the market price declines significantly, we could be
required to issue a number of shares of Class A Common Stock sufficient to
result in our current stockholders not having an effective vote in the election
of directors and other corporate matters. In the event of a change in control of
the Company, it is possible that the new majority stockholders may take actions
that may not be consistent with the objectives or desires of our current
stockholders.

     We are required to convert our existing convertible obligations based upon
a formula that varies with the market price of our common stock. As a result, if
the market price of our Class A Common Stock increases after the issuance of our
convertible obligations, it is possible, that, upon conversion of our
convertible obligations, we will issue shares of Class A Common Stock at a price
that is far less than the then-current market price of our Class A Common Stock.

     If the market price of our Class A Common Stock decreases after our
issuance of any convertible obligations, upon conversion, we will have to issue
an increased number of shares to the holders of our convertible obligations. Any
sale of convertible obligations may result in a very large conversion at one
time. If we do not have a sufficient number of shares to cover the conversion,
we may have a risk of a civil lawsuit.

IF SPEECHSWITCH LOSES THE SERVICES OF ANY KEY PERSONNEL, INCLUDING OUR CHIEF
EXECUTIVE OFFICER OR OUR DIRECTORS, OUR BUSINESS MAY SUFFER.

     We are dependent on our key officers and directors, including Jerome R.
Mahoney and Bruce R. Knef, our Non-Executive Chairman of the Board and our
President, Chief Executive Officer and Chief Financial Officer, respectively.
The loss of any of our key personnel could materially harm our business because
of the cost and time necessary to retain and train a replacement. Such a loss
would also divert management attention away from operational issues. To minimize
the effects of such loss, SpeechSwitch has entered into employment contracts
with Jerome Mahoney and Bruce Knef. However, Mr. Knef's employment agreement
will expire in November 2007.

OUR POTENTIAL FUTURE BUSINESS ACQUISITIONS MAY BE UNPREDICTABLE AND MAY CAUSE
OUR BUSINESS TO SUFFER.

     SpeechSwitch may seek to expand its operations through the acquisition of
additional businesses. These potential acquired additional businesses may be
outside the current field of operations of SpeechSwitch. SpeechSwitch may not be
able to identify, successfully integrate or profitably manage any such
businesses or operations. The proposed expansion may involve a number of special
risks, including possible adverse effects on SpeechSwitch's operating results,
diversion of management attention, inability to retain key personnel, risks
associated with unanticipated events and the financial statement effect of
potential impairment of acquired intangible assets, any of which could have a
materially adverse effect on SpeechSwitch's business, financial condition and
results of

<PAGE>

operations. In addition, if competition for acquisition candidates or assumed
operations were to increase, the cost of acquiring businesses or assuming
customers' operations could increase materially. The inability of SpeechSwitch
to implement and manage its expansion strategy successfully may have a material
adverse effect on the business and future prospects of SpeechSwitch.
Furthermore, through the acquisition of additional businesses, SpeechSwitch may
effect a business acquisition with a target business which may be financially
unstable, under-managed, or in its early stages of development or growth. While
SpeechSwitch may, under certain circumstances, seek to effect business
acquisitions with more than one target business, as a result of its limited
resources, SpeechSwitch, in all likelihood, will have the ability to effect only
a single business acquisition at one time. Currently, SpeechSwitch has no plans,
proposals or arrangements, either orally or in writing, regarding any proposed
acquisitions and is not considering any potential acquisitions.

MEMBERS OF SPEECHSWITCH'S BOARD OF DIRECTORS AND MANAGEMENT MAY HAVE CONFLICTS
OF INTEREST AFTER THE DISTRIBUTION; SPEECHSWITCH DOES NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING CONFLICTS IN THE FUTURE.

     Mr. Mahoney, a member of the board of directors, owns iVoice shares and has
the right to convert $346,346 of loans, deferred compensation and accrued and
unpaid interest, into 346,346 shares of SpeechSwitch Class B Common Stock which
are convertible into the number of shares of SpeechSwitch Class A Common Stock
determined by dividing the number of shares of Class B Common Stock being
converted by a 20% discount of the lowest price at which SpeechSwitch had ever
issued its Class A Common Stock. In addition, Mr. Mahoney has the right to
convert the amount of all accrued and unpaid interest on such indebtedness into
one share of SpeechSwitch Class B Common Stock for each dollar of accrued and
unpaid interest. There is no limitation on the number of shares of Class A
Common Stock we may be required to issue to Mr. Mahoney upon the conversion of
this indebtedness. In addition, Mr. Mahoney, the Non-Executive Chairman of the
Board of SpeechSwitch serves as the Chairman of the Board and Chief Executive
Officer of iVoice and we anticipate that he will continue to serve in such
capacities. These relationships could create, or appear to create, potential
conflicts of interest when SpeechSwitch's directors and management are faced
with decisions that could have different implications for SpeechSwitch and
iVoice. For example, Mr. Mahoney may experience conflicts of interest with
respect to the allocation of his time, services and functions among iVoice,
SpeechSwitch and any other projects. Other examples could include potential
business acquisitions that would be suitable for either SpeechSwitch or iVoice,
activities undertaken by iVoice in the future that could be in direct
competition with SpeechSwitch, or the resolution of disputes arising out of the
agreements governing the relationship between iVoice and SpeechSwitch following
the Distribution. Also, the appearance of conflicts, even if such conflicts do
not materialize, might adversely affect the public's perception of SpeechSwitch
following the Distribution. Furthermore, SpeechSwitch does not have any formal
procedure for resolving such conflicts of interest should they arise following
the Distribution.

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

     We participate in a highly dynamic industry characterized by rapid change
and uncertainty relating to new and emerging technologies and markets. Future
technology or market changes may cause some of our products to become obsolete
more quickly than expected.

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

     On August 31, 2005, we entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners (which was amended and restated on December 12,
2005) to provide a $10 million equity line of credit. If working capital or
future acquisitions are financed through the issuance of equity securities, such
as through the possible sale of our Class A Common Stock on the terms of the
Standby Equity Distribution Agreement with Cornell Capital Partners, L.P.,
SpeechSwitch stockholders would experience significant dilution. In addition,
the conversion of outstanding debt obligations into equity securities would have
a dilutive effect on SpeechSwitch shareholders. Further, securities issued in
connection with future financing activities or potential acquisitions may have
rights and preferences senior to the rights and preferences of the SpeechSwitch
Class A Common Stock.

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

     Cornell Capital Partners is under no obligation to purchase shares of Class
A Common Stock under the Standby Equity Distribution Agreement unless certain
conditions are satisfied by SpeechSwitch, including having the registration
statement relating to such Class A Common Stock. If SpeechSwitch cannot satisfy
the requirements for Cornell Capital Partners to purchase the Class A Common
Stock under the terms of the Standby Equity Distribution Agreement, we will not
have sufficient capital resources to conduct our business on a long-term basis,
which would have a material adverse effect on us and our financial condition.
Management believes that its going-forward expenses over the next 12 months will
be approximately $466,000 and, assuming that SpeechSwitch has no revenues,
SpeechSwitch expects to increase liabilities of approximately $466,000, which
includes salaries for SpeechSwitch's officers and

<PAGE>

employees for this period of approximately $292,000. Management has no current
plan to hire additional employees, perform additional research and development
or purchase additional equipment or services beyond the requirements of the
administrative services agreement with iVoice. If there are additional
deficiencies that are in excess of the proceeds of the secured promissory note,
and SpeechSwitch is unable to obtain funds from the equity line of credit,
management believes that SpeechSwitch can limit its operations, defer payments
to management and maintain its business at nominal levels until it can identify
alternative sources of capital.

THE TREND TOWARD CONSOLIDATION IN SPEECHSWITCH'S INDUSTRY MAY IMPEDE ITS ABILITY
TO COMPETE EFFECTIVELY.

     As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.
We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

SPEECHSWITCH FACES INTENSE PRICE-BASED COMPETITION FOR LICENSING OF ITS PRODUCTS
WHICH COULD REDUCE PROFIT MARGINS.

     Price competition is often intense in the software market, especially for
computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future, resulting
in reduced profit margins. Neither iVoice nor SpeechSwitch has experienced any
pressure from price competition on the pricing of its speech recognition
software products in the past, but SpeechSwitch believes that this pressure
could occur in the future.

SPEECHSWITCH MAY BE UNSUCCESSFUL IN ADAPTING TO CHANGES IN THE DYNAMIC
TECHNOLOGICAL ENVIRONMENT OF TELECOMMUNICATIONS IN A TIMELY MANNER.

     Critical issues concerning the commercial use of telecommunications,
including security, reliability, cost, ease of use, accessibility, quality of
service or potential tax or other government regulation, remain unresolved and
may affect the use of telecommunications as a medium to distribute or support
our software products and the functionality of some of our products. If we are
unsuccessful in timely assimilating changes in the telecommunications
environment into our business operations and product development efforts, our
future net revenues and operating results could be adversely affected.

SPEECHSWITCH MAY BE UNSUCCESSFUL IN CONTINUING EXISTING DISTRIBUTION CHANNELS OR
IN DEVELOPING NEW DISTRIBUTION CHANNELS.

     Due to our limited operating history, we currently offer products directly
to end-users and through dealer and reseller channels established by iVoice. We
assumed iVoice's relationships and contractual arrangements with these dealers
and resellers. However, there can be no assurance that these dealers and
resellers will wish to continue their existing arrangements, or create new
arrangements, with us. If we cannot continue to use iVoice's existing dealer and
reseller channels, we will need to develop a new network of dealers and
resellers. However, we may not be able to effectively develop our own network of
resellers and dealers to distribute our software products. If we cannot assume
iVoice's existing distribution channels and we cannot develop our own new
distribution channels, this would have a material adverse effect on us and our
financial condition. The adoption of new channels may adversely impact existing
channels and/or product pricing, which may reduce our future revenues and
profitability.

RESTRICTIVE PRODUCT RETURN POLICIES MAY LIMIT SPEECHSWITCH'S SALES AND
PENETRATION INTO THE MARKETPLACE.

     SpeechSwitch only permits returns from authorized dealers and resellers of
unused inventory, subject to the consent of the Company and a twenty-five
percent restocking fee. End users who purchase products directly from
SpeechSwitch may not return such products to SpeechSwitch under any
circumstances. Such policies may deter resellers and end users from purchasing
our products in a competitive and quickly evolving marketplace, and have a
material adverse effect on our ability to remain competitive with similar
products. SpeechSwitch does not have any material relationship with any single
distributor or reseller.

SPEECHSWITCH MAY DEPEND ON DISTRIBUTION BY RESELLERS AND DISTRIBUTORS FOR A
SIGNIFICANT PORTION OF REVENUES.

     We may distribute some of our products through resellers and distributors.
Direct customer sales contracts do not typically result in year-after-year
business, as they are for a single fixed order of products. In 2006,
approximately 70% of our product sales were to resellers and distributors and
approximately 30% of our sales were to direct customers. We intend to maintain
these existing relationships with our resellers and distributors. To effectively
do so, we must establish and maintain good working relationships with these
resellers and distributors. If we are unsuccessful in establishing and
maintaining relationships with our existing resellers and distributors or with
new resellers and distributors, or if these resellers and distributors are
unsuccessful in reselling our products, our

<PAGE>

future net revenues and operating results may be adversely affected.
SpeechSwitch does not have any material relationship with any single distributor
or reseller.

THE LIMITED SCOPE OF RESULTS OF SPEECHSWITCH'S RESEARCH AND DEVELOPMENT MAY
LIMIT THE ABILITY OF SPEECHSWITCH TO EXPAND OR MAINTAIN ITS SALES AND PRODUCTS
IN A COMPETITIVE MARKETPLACE.

     SpeechSwitch currently has no plans to engage in research and development
of new products or improvements on existing technologies. Failure to engage in
such research and to develop new technologies or products or upgrades,
enhancements, applications or uses for existing technologies may place
SpeechSwitch at a competitive disadvantage in the marketplace for its products.
As no current research and development program currently exists within
SpeechSwitch, any future research and development programs could cause us to
incur substantial fixed costs which may result in such programs being
prohibitively expensive to initiate without substantial additional financing
being obtained on favorable terms. Also, the lack of any current research and
development program may result in an extended launch period for a research and
development program at a point in our business when time is of the essence.
These delays could have a material adverse effect on the amount and timing of
future revenues.

     Such limited research and development may also adversely affect the ability
of SpeechSwitch to test any new technologies which may be established in the
future in order to determine if they are successful. If they are not
technologically successful, our resulting products may not achieve market
acceptance and our products may not compete effectively with products of our
competitors currently in the market or introduced in the future.

IF SPEECHSWITCH MUST RESTRUCTURE ITS OPERATIONS, VALUABLE RESOURCES WILL BE
DIVERTED FROM OTHER BUSINESS OBJECTIVES.

     We intend to continually evaluate our product and corporate strategy. We
have in the past undertaken, and will in the future undertake, organizational
changes and/or product and marketing strategy modifications. These
organizational changes increase the risk that objectives will not be met due to
the allocation of valuable limited resources to implement changes. Further, due
to the uncertain nature of any of these undertakings, these efforts may not be
successful and we may not realize any benefit from these efforts.

POTENTIAL SOFTWARE DEFECTS AND PRODUCT LIABILITY COULD RESULT IN DELAYS IN
MARKET ACCEPTANCE, UNEXPECTED COSTS AND DIMINISHED OPERATING RESULTS.

     Software products frequently contain errors or defects, especially when
first introduced or when new versions or enhancements are released. Defects and
errors could be found in current versions of our products, future upgrades to
current products or newly developed and released products. Software defects
could result in delays in market acceptance or unexpected reprogramming costs,
which could materially adversely affect our operating results. Most of our
license agreements with customers contain provisions designed to limit our
exposure to potential product liability claims. It is possible, however, that
these provisions limiting our liability may not be valid as a result of federal,
state, local or foreign laws or ordinances or unfavorable judicial decisions. A
successful product liability claim may have a material adverse effect on our
business, operating results and financial condition.

SPEECHSWITCH RELIES ON THIRD PARTY TECHNOLOGIES WHICH MAY NOT SUPPORT
SPEECHSWITCH PRODUCTS.

     Our software products are designed to run on the Microsoft Windows(R)
operating system and with industry standard hardware. Although we believe that
the operating systems and necessary hardware are and will be widely utilized by
businesses in the corporate market, businesses may not actually adopt such
technologies as anticipated or may in the future migrate to other computing
technologies that we do not support. Moreover, if our products and technology
are not compatible with new developments from industry leaders such as
Microsoft, our business, results of operations and financial condition could be
materially and adversely affected.

SPEECHSWITCH FACES AGGRESSIVE COMPETITION IN MANY AREAS OF THE BUSINESS, AND THE
BUSINESS WILL BE HARMED IF SPEECHSWITCH FAILS TO COMPETE EFFECTIVELY.

     We encounter aggressive competition from numerous competitors in many areas
of our business. Many of our current and potential competitors have longer
operating histories, greater name recognition and substantially greater
financial, technical and marketing resources than we have. We may not be able to
compete effectively with these competitors. Our competition may engage in
research and development to develop new products and periodically enhance
existing products in a timely manner, while we have no established plan or
intention to engage in any manner of research or development. We anticipate that
we may have to adjust the prices of many of our products to stay competitive. In
addition, new competitors may emerge, and entire product lines may be threatened
by new technologies or market trends that reduce the value of these product
lines. The market in which we compete is influenced by the strategic direction
of major computer hardware manufacturers and operating system software
providers.

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS WHEN NEEDED.

     We are dependent on external financing to fund our operations. Our
financing needs are expected to be provided through the

<PAGE>

possible sale of our Class A Common Stock on the terms of the Standby Equity
Distribution Agreement with Cornell Capital Partners.

     However, Cornell Capital Partners is under no obligation to purchase any
shares of our Class A Common Stock under the Standby Equity Distribution
Agreement, unless we satisfy certain conditions, including the registration
statement relating to such Class A Common Stock having been declared effective.
If SpeechSwitch cannot satisfy the conditions for drawing on the equity line of
credit, we will not have sufficient capital resources to operate our business,
and we have no current plans to obtain other financing. We cannot assure you
that we will be able to access financing under the Standby Equity Distribution
Agreement in sufficient amounts or at all when needed. Our inability to obtain
sufficient financing would have an immediate material adverse effect on us, our
financial condition and our business.

OUR OBLIGATIONS UNDER THE SECURED CONVERTIBLE DEBENTURE ARE SECURED BY
SUBSTANTIALLY ALL OF OUR ASSETS.

     Our obligations under the secured convertible debenture issued to Cornell
Capital Partners are secured by substantially all of our assets. As a result, if
we default under the terms of the secured convertible debenture, Cornell Capital
Partners could foreclose its security interest and liquidate all of our assets.
This would cause operations to cease.

JEROME MAHONEY, THE NON-EXECUTIVE CHAIRMAN OF THE BOARD OF SPEECHSWITCH, MAY
HAVE CONTROL OVER THE MANAGEMENT AND DIRECTION OF SPEECHSWITCH.

     Mr. Mahoney will have the right to convert $346,346 of indebtedness and
deferred compensation, together with accrued into 346,346 shares of SpeechSwitch
Class B Common Stock, which Class B Common Stock is convertible into the number
of shares of Class A Common Stock determined by dividing the number of shares of
Class B Common Stock being converted by a 20% discount of the lowest price at
which SpeechSwitch had ever issued its Class A Common Stock. Interest accrues on
the outstanding principal balance of the note at the prime rate plus 2% per
annum. There is no limitation on the number of shares of Class A Common Stock we
may be required to issue to Mr. Mahoney upon the conversion of this
indebtedness. Each share of Class B Common Stock has voting rights equal to 100
shares of Class A Common Stock. If Mr. Mahoney converts his indebtedness into
346,346 shares of Class B Common Stock, he will have voting rights equal to
34,634,600 shares of Class A Common Stock and will have control over the
management and direction of SpeechSwitch, including the election of directors,
appointment of management and approval of actions requiring the approval of
stockholders.

     In addition, Bruce Knef, our President and Chief Executive Officer, has
granted an irrevocable proxy to Jerome Mahoney (or his designee) to vote and
exercise all voting and related rights with respect to certain shares of our
Common Stock that are owned at any time by Mr. Knef.

SPEECHSWITCH'S MANAGEMENT TEAM IS NEW AND ITS WORKING RELATIONSHIPS ARE
UNTESTED.

     We have only recently assembled our management team as part of the
Distribution and changes in our operating structure. Some members of our
management team have worked with each other in the past, although at this time
we cannot assess the effectiveness of their working relationships after the
Distribution. As a result, we may be unable to effectively develop and sell our
software products and SpeechSwitch, as a business, may fail.

SPEECHSWITCH RELIES ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS WHICH MAY
NOT REMAIN UNIQUE TO SPEECHSWITCH.

     We regard our software as proprietary and underlying technology as
proprietary. We seek to protect our proprietary rights through a combination of
confidentiality agreements and copyright, patent, trademark and trade secret
laws.

     We have obtained three patents and have one pending patent application on
our proprietary technology that we believe to be material to our future success
and may obtain additional patents in the future. Pursuant to a Patent Purchase
Agreement, dated April 20, 2006, we completed the sale of certain United States
Letters Patents and/or applications for United States Letters Patents and/or
foreign patents and applications to Lamson Holdings LLC. The patents and/or
patent applications sold relate to various Voice Activated/Voice Responsive
systems developed by SpeechSwitch, including item locators for retail stores
utilizing various unique identifying, data gathering and organizing, as well as
user feedback techniques. Our existing and future patents, if any, may be
successfully challenged and may not provide us with any competitive advantages.
Although we have obtained patents and have pending patent applications, we may
not be able to continue to develop proprietary products or technologies that are
patentable and other parties may have prior claims.

     In selling our products, we rely primarily on shrink-wrap licenses that are
not signed by licensees. Therefore, such licenses may be unenforceable under the
laws of some jurisdictions. In addition, existing copyright laws afford limited
practical protection. Furthermore, the laws of some foreign countries do not
offer the same level of protection of our proprietary rights as do the laws of
the United States.

     Patent, trademark and trade secret protection is important to us because
developing and marketing new technologies and products is time-consuming and
expensive. Although we have obtained two U.S. patents, we do not own any foreign
patents or registered

<PAGE>

intellectual property. We may not be able to obtain additional issued patents or
other protection from any future patent applications owned by or licensed to us.

     Our competitive position is also dependent upon unpatented trade secrets.
Trade secrets are difficult to protect. Our competitors may independently
develop proprietary information and techniques that are substantially equivalent
to ours or otherwise gain access to our trade secrets, such as through
unauthorized or inadvertent disclosure of our trade secrets.

     There can be no assurance that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop
similar technology substantially equivalent or superseding proprietary
technology. Furthermore, there can be no assurance that any confidentiality
agreements between us and our employees will provide meaningful protection of
our proprietary information, in the event of any unauthorized use or disclosure
thereof. As a consequence, any legal action that we may bring to protect
proprietary information could be expensive and may distract management from
day-to-day operations.

SPEECHSWITCH MAY BECOME INVOLVED IN FUTURE LITIGATION, WHICH MAY RESULT IN
SUBSTANTIAL EXPENSE AND MAY DIVERT OUR ATTENTION FROM THE IMPLEMENTATION OF OUR
BUSINESS STRATEGY.

     We believe that the success of our business depends, in part, on obtaining
intellectual property protection for our products, defending our intellectual
property once obtained and preserving our trade secrets. Litigation may be
necessary to enforce our intellectual property rights, to protect our trade
secrets and to determine the validity and scope of our proprietary rights. Any
litigation could result in substantial expense and diversion of our attention
from our business, and may not adequately protect our intellectual property
rights.

     In addition, we may be sued by third parties who claim that our products
infringe the intellectual property rights of others. This risk is exacerbated by
the fact that the validity and breadth of claims covered in technology patents
involve complex legal and factual questions for which important legal principles
are unresolved. Any litigation or claims against us, whether valid or not, could
result in substantial costs, place a significant strain on our financial
resources, divert management resources and harm our reputation. Such claims
could result in awards of substantial damages, which could have a material
adverse impact on our results of operations. In addition, intellectual property
litigation or claims could force us to:

     o    cease licensing, incorporating or using any of our products that
          incorporate the challenged intellectual property, which would
          adversely effect our revenue;

     o    obtain a license from the holder of the infringed intellectual
          property right, which license may not be available on reasonable
          terms, if at all; and

     o    redesign our products, which would be costly and time-consuming.

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

     In connection with its spin-off, SpeechSwitch entered into an
administrative services agreement with iVoice. Under this agreement, iVoice is
providing SpeechSwitch with services in such areas as inventory purchasing,
material and inventory control, employee benefits administration, payroll,
financial accounting and reporting, and other areas where SpeechSwitch needs
assistance and support. The agreement will continue after the Distribution on a
month-to-month basis. Upon termination of the agreement, SpeechSwitch will be
required to obtain such services from a third party or increase its headcount to
provide such services. This could be more expensive than the fees which
SpeechSwitch has been required to pay under the administrative services
agreement.

SPEECHSWITCH HAS LIMITED SEGREGATION OF DUTIES AMONGST ITS EMPLOYEES WITH
RESPECT TO THE PREPARATION AND REVIEW OF ITS FINANCIAL STATEMENTS DUE TO ITS
LIMITED NUMBER OF EMPLOYEES, WHICH IS A MATERIAL WEAKNESS IN INTERNAL CONTROLS,
AND IF SPEECHSWITCH FAILS TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS,
IT MAY NOT BE ABLE TO ACCURATELY REPORT ITS FINANCIAL RESULTS OR PREVENT FRAUD.
AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN
SPEECHSWITCH'S FINANCIAL REPORTING WHICH COULD HARM THE TRADING PRICE OF
SPEECHSWITCH'S STOCK.

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

<PAGE>

RISKS RELATED TO THIS OFFERING

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE AND OUR
ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.

     Sales of our common stock in the public market following this offering
could lower the market price of our Class A Common Stock. Sales may also make it
more difficult for us to sell equity securities or equity-related securities in
the future at a time and price that our management deems acceptable or at all.

     Upon issuance of the maximum number of shares being registered in
connection with the equity line of credit and taking into account the shares
that have already been issued to Cornell pursuant to the equity line of credit,
the structuring fee, the commitment fee and the placement agent fee, there will
be an additional 1,042,206,208 shares of Class A Common Stock outstanding. All
of these shares of our Class A Common Stock may be immediately resold in the
public market upon effectiveness of the registration statement.

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

     Our common stock is deemed to be "penny stock" as that term is defined in
Rule 3A51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
are stock:

     o    with a price of less than $5.00 per share;

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

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

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

     Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to sell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.

IF WE ARE ABLE TO SELL SHARES OF OUR CLASS A COMMON STOCK TO CORNELL CAPITAL
PARTNERS, STOCKHOLDERS WOULD EXPERIENCE SIGNIFICANT DILUTION FROM SUCH SALE OF
SHARES.

     Under the terms of our equity line of credit with Cornell Capital Partners,
if we satisfy the conditions therein, SpeechSwitch may issue and sell to Cornell
Capital Partners shares of Class A Common Stock for a total purchase price of up
to $10.0 million. As stated above under " -- We may not be able to access
sufficient funds when needed," our agreement with Cornell Capital Partners
provides that our ability to obtain funds will be subject to the satisfaction of
certain conditions that we may not be able to satisfy. If we are able to sell
such shares of Class A Common Stock to Cornell Capital Partners, such sale of
shares will have a dilutive impact on our stockholders. As a result, our net
income per share could decrease in future periods, and the market price of our
Class A Common Stock could decline. In addition, if our stock price declines,
the price at which we sell such shares to Cornell Capital Partners could
decrease, and we would need to issue a greater number of shares of our Class A
Common Stock under the Standby Equity Distribution Agreement. If our stock price
is lower, then SpeechSwitch stockholders would experience greater dilution.

THE INVESTOR UNDER THE LINE OF CREDIT WILL PAY LESS THAN THE THEN-PREVAILING
MARKET PRICE OF OUR CLASS A COMMON STOCK.

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

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

<PAGE>

THE SELLING STOCKHOLDERS INTEND TO SELL THEIR SHARES OF CLASS A COMMON STOCK IN
THE PUBLIC MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE.

     The selling stockholders intend to sell the shares of Class A Common Stock
being registered in this offering in the public market. That means that up to
25,000,000 shares of Class A Common Stock, the number of shares being registered
in this offering, may be sold. Such sales may cause our stock price to decline.

THE SALE OF OUR STOCK UNDER OUR EQUITY LINE OF CREDIT COULD ENCOURAGE SHORT
SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FURTHER DECLINE OF OUR
STOCK PRICE.

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

PRIOR TO THE DISTRIBUTION, THERE WAS NO TRADING MARKET FOR OUR CLASS A COMMON
STOCK, IT MAY BE RELATIVELY THINLY TRADED AND WE CANNOT PREDICT THE EXTENT TO
WHICH A TRADING MARKET WILL DEVELOP.

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

THE PRICE YOU PAY IN THIS OFFERING WILL FLUCTUATE AND MAY BE HIGHER OR LOWER
THAN THE PRICES PAID BY OTHER PEOPLE PARTICIPATING IN THIS OFFERING.

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

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Information included in this prospectus may contain forward-looking
statements. This information may involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from the future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe our future
plans, strategies and expectations, are generally identifiable by use of the
words "may," "will," "should," "expect," "anticipate," "estimate," "believe,"
"intend" or "project" or the negative of these words or other variations on
these words or comparable terminology.

     This prospectus contains forward-looking statements, including statements
regarding, among other things, (a) our projected sales and profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our future
financing plans and (e) our anticipated needs for working capital. Actual events
or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this prospectus will in fact
occur.

REPORTS TO SECURITY HOLDERS

The Company 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.

<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
     --------------------  -----------------------  -------------------------
     Bruce Knef            Class A Common Stock     9,250,000(1)
     --------------------  -----------------------  -------------------------
     Lawrence A. Muenz     Class A Common Stock     9,250,000 (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
     additional compensation equal to $15,000

     (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 $38,245.56
     as of December 31, 2006.

     The following table sets forth information as of March 31, 2007 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 officers and directors of the Company as if they had
converted all of the wages and debts owed to them into Class A Common Stock. At
present, we have only two officers and directors and therefore, these are the
only selling individuals 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 30,640,651 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 March 31, 2007 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     196,793,966(1)       79.9%(1)
------------------------ --------------------   ------------------   -----------
                         Class B Common Stock       346,346(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        Class A Common Stock     196,793,966(1)       79.9%(1)
executive officers as
a group (2 persons)
------------------------ --------------------   ------------------   -----------
                         Class B Common Stock       346,346(2)          100%(2)
------------------------ --------------------   ------------------   -----------
                         Class C Common Stock            0               0%
------------------------ --------------------   ------------------   -----------

     (1) Assumes conversion of 346,346 shares of Class B Common stock
     convertible into 196,793,966 Class A Common Stock with sixty days of the
     date of this table.

     (2) Includes deferred compensation and expenses of $127,061 and a
     promissory note and accrued interest for $219,285 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, nor is there any assurance as to whether 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 financial statements of SpeechSwitch, Inc. for the fiscal years ended
December 31, 2006 and 2005 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 March 31,
2007, filed with the Securities and Exchange Commission.

     (b) Our Current Report on Form 8-K dated April 16, 2007.

     (c) Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006.

     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:


     (a) Our Quarterly Report on Form 10-QSB for the period ended March 31,
2007, filed with the Securities and Exchange Commission.

     (b) Our Current Report on Form 8-K dated April 16, 2007.

     (c) Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006.

     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 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.

     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

<PAGE>

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

<PAGE>

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.


















<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 June 22, 2007.

          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: June 22, 2007
-----------------------------
Bruce Knef, President,
Chief Executive Officer and
Principal Financial Officer
Director

/s/ Jerome Mahoney                                     Date: June 22, 2007
-----------------------------
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 June 22, 2007.

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 June 22, 2007.

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_15223.txt", "description": "FORM S-8 DATED JUNE 22, 2007", "secsgml_size_bytes": 122568}]
{"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": "333-143977", "film-number": "07936305"}, "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 June 22, 2007.

                       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                                             20-1862816
--------------------------------------------------------------------------------
(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) 728-2909

================================================================================
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            18,500,000(a)       $.002            $37,000          $1.14
--------------------------------------------------------------------------------

(a)  6,500,000 shares were registered on April 19, 2006 pursuant to Registration
     Statement File No. 333-133402. The fee of $18.03 was paid in connection
     with that original registration Statement.

(b)  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 12,500,000 shares of Class A Common Stock issued
under the SpeechSwitch, Inc. 2005 Stock Incentive Plan and 12,500,000 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.

                    25 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 June 20,
2007 the high and low sale prices for a share of our common stock were $.0017
and $.0012, 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 June 22, 2007
SUMMARY

     This registration statement covers 12,500,000 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 12,500,000 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
without 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. The
Company employs three full-time employees and one part-time employee.
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.
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 voice board, into a fully assembled PC
system which we obtain from several different vendors. The Company obtains
system components such as PCs, circuit boards, application cards, fax boards,
and voice boards from various suppliers.

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 are 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. This system has not been fully developed, and, as such, it not yet
available for sale.

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.

SALES AND MARKETING

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

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

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 (OEM). This structure both minimizes our
selling overhead and maximizes our product exposure, and allows us to focus our
resources on product development.

SpeechSwitch will market its products directly and through more than 100
domestic and international re-sellers. The Company intends to enter into
arrangements with resellers to broaden distribution channels and to increase its
sales penetration to specific markets and industries. Distributors will be
selected based on their access to the markets, industries and customers that are
candidates for the products.

The Company is actively seeking strategic relationships with companies to build
its developing partner program. The partner program will be built by
establishing relationships in basic areas consisting of software and technology
solution partners and system integration partners. These relationships will
enhance the Company's technological strength, improve its market position,
facilitate shorter time-to-market, enhance its ability to deliver end-to-end
solutions, and broaden its market coverage.

Developing market possibilities will be crucial to our success. However, we
cannot provide any assurance that we will be able to effectively
market and sell our products for these uses or that they will be accepted by our
perceived market.

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.

DISTRIBUTION
------------

As a product line of iVoice, Inc., our speech recognition software has produced
sales revenues for the past three fiscal years. In the past, iVoice devoted
limited resources to the marketing of our speech recognition software. The
Company's future revenues depend on its ability to develop a customer base
through the establishment of a reseller channel using various marketing and
sales promotions.

SpeechSwitch will market its products directly, with a sales force, and through
more than 100 domestic and international re-sellers. SpeechSwitch intends to
enter into arrangements with resellers to broaden distribution channels and to
increase its sales penetration to specific markets and industries. Distributors
will be selected based on their access to the markets, industries and customers
that are candidates for the products.

OEM AND RESELLER ACCOUNTS
-------------------------

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

BUSINESS DEVELOPMENT
--------------------

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

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

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

STRATEGIC ALLIANCES
-------------------

SpeechSwitch's business development efforts will seek to engage and secure
strategic alliances with related telecommunications businesses and professional
organizations in order to develop co-marketing programs that will expand market
share for our products and develop brand recognition. By entering into strategic
alliances with companies that offer telecommunications devices or services to
businesses or professional organizations whereby appointment setting and
scheduling are of vital importance, we will seek to obtain access to an
installed customer base as well as new sales opportunities of our products.
SpeechSwitch has recently entered into certain of these strategic alliances, and
is currently negotiating additional strategic alliances. To date no significant
revenues have been generated as a result of any such co-marketing arrangements
or alliances.
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.

SUPPLIERS
---------

Our suppliers include Dialogic Corporation (an Intel company) that distributes
through a network of resellers for voice boards, 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 our 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. 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 Company maintains no special arrangements relating
to working capital items, and as far as it is aware this is standard in the
industry.

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 continue to review 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 additional 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.

Pursuant to a Patent Purchase Agreement, dated April 20, 2006, we completed the
sale of certain United States Letters Patents and/or applications for United
States Letters Patents and/or foreign patents and applications to Lamson
Holdings LLC. The patents and/or patent applications sold relate to various
Voice Activated/Voice Responsive systems developed by SpeechSwitch, including
item locators for retail stores utilizing various unique identifying, data
gathering and organizing, as well as user feedback techniques.

We received net proceeds of $144,000, after paying a commission to GlynnTech,
Inc., which served as SpeechSwitch's licensing agent and assisted in the sale of
the patents. However, the Company retained the rights to market the product.

We have three issued U.S. patents and one pending U.S. patent application. We
believe that our patent strategy will provide a competitive advantage in our
target markets, but our patents may not be broad enough to cover our
competitors' products and may be subject to invalidation claims.
Our first patent, for our Speech-Enabled Automatic Telephone Dialer, was issued
in May 2003. This invention is a speech enabled automatic telephone dialer
device system that uses a spoken name that corresponds to the name and telephone
number data of computer-based address book programs. The Speech Enabled Name
Dialer imports all of the names and telephone numbers from a user's existing
Microsoft Outlook, ACT, Gold Mine or other contact management software and can
automatically connect a caller with anyone the caller asks for. The caller
simply picks up the phone, tells the Name Dialer the name of the person the
caller wants to contact, and the Name Dialer finds the telephone number and
dials for the caller.

Our second patent for our Speech-Enabled Automatic Telephone Dialer without the
need for a Private Branch Exchange (PBX), was issued in December 2003. Although
this patent is similar to our first patent, however, the PBX requirement is
circumvented through the use of software.

Our third patent for our Speech-Enabled Automatic Telephone Dialer Name Dialer
utilizing a Telephone Application Programming Interface (TAPI), was issued on
September 6, 2005. This patent seeks to protect the use of the Name Dialer
utilizing a Telephone Application Programming Interface (TAPI). The use of TAPI
allows SpeechSwitch to integrate into different telephone PBX systems,
eliminating the need for additional external hardware. Each phone system
hardware provider provides a specific software driver that interfaces directly
with the SpeechSwitch Name Dialer.

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 years ending December 31, 2006 and 2005, research and development
expenditures consisted of $63,206 and $46,985, respectively, in salaries and
wages to technical staff and $0 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, 2006, 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.

We have entered into employment agreements with our President and Chief
Executive Officer (Mr. Knef) and our Non-Executive Chairman of the Board (Mr.
Mahoney). Mr. Mahoney is a part-time employee; Mr. Knef will devote
substantially all of his time to SpeechSwitch. Many services that would be
provided by employees are currently being provided to SpeechSwitch by iVoice
under the administrative services agreement. We do not currently have any plans
to hire additional personnel and we expect our current officers and directors to
continue to fulfill orders received by telephone and the Internet for
SpeechSwitch products. However, if SpeechSwitch can obtain funds under the
equity line of credit, SpeechSwitch will be able to devote more resources to
expanding its personnel.
Within the industry, competition for key technical and management personnel is
intense, and there can be no assurance that we can retain our future key
technical and managerial employees or that, should we seek to add or replace
personnel, we can assimilate or retain other highly qualified technical and
managerial personnel in the future.

In addition to other information in this Annual Report on Form 10-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

SPEECHSWITCH WILL FACE MANY OF THE DIFFICULTIES THAT COMPANIES IN THE EARLY
STAGE MAY FACE.

     As a result of the Company's limited operating history, the currently
difficult economic conditions of the telecommunications marketplace and the
emerging nature of the speech recognition software industry, it may be difficult
for you to assess our growth and earnings potential. The Company believes that
due primarily to the relatively brief time its Speech Enabled Auto Attendant,
Name Dialer and Speech SDK products have been available to the general public,
there has not yet been developed, implemented and demonstrated a commercially
viable business model from which to successfully operate any form of business
that relies on the products and services that we intend to market, sell, and
distribute. Therefore, we have faced many of the difficulties that companies in
the early stages of their development in new and evolving markets often face, as
they are described herein. We may continue to face these and other difficulties
in the future, some of which may be beyond our control. If we are unable to
successfully address these problems, our future growth and earnings will be
negatively affected.

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

     Although iVoice has operated as a reporting public company since 2000 and
has sold computerized telephony software since 1997, SpeechSwitch has a limited
operating history as an independent public company. Historically, since the
businesses that comprise each of SpeechSwitch and iVoice have been under one
ultimate parent, they have been able to rely, to some degree, on the earnings,
assets, and cash flow of each other for capital requirements. Now that the
Distribution has occurred, SpeechSwitch is able to rely only on the speech
recognition software business for such requirements. iVoice operated the speech
recognition software business from the first quarter of 2000 until August 5,
2005. The speech recognition software business has operated at a loss in the
past for iVoice, and as an independent company such losses may continue or
increase. Additionally, SpeechSwitch's business has relied on iVoice for
financial, administrative and managerial expertise in conducting its operations.
Now that the Distribution has occurred, SpeechSwitch will maintain its own
credit and banking relationships and perform its own financial and investor
relations functions. SpeechSwitch may not be able to successfully put in place
the financial, administrative and managerial structure necessary to operate as
an independent public company, and the development of such structure will
require a significant amount of management's time and other resources.

IVOICE'S OPERATIONS DEMONSTRATE A HISTORY OF NET LOSSES AND CASH FLOW SHORTFALLS
AND SPEECHSWITCH'S LIKELY WILL AS WELL.

     iVoice, of which SpeechSwitch was a part, has incurred recurring operating
losses. SpeechSwitch had net losses of approximately $646,000 and $767,000 for
the years ended December 31, 2006 and 2005, respectively, and cash used in
operations of approximately $273,000 and $376,000 for the same periods,
respectively. iVoice and SpeechSwitch have been and may, in the future, be
dependent upon outside and related party financing to develop and market their
software products, perform their business development activities, and provide
for ongoing working capital requirements. During the year ended December 31,
2006, substantially all of this financing for both companies was provided
Cornell Capital Partners. There can be no assurance that SpeechSwitch will have
operations separately that fare any better than those of iVoice.
OUR HISTORICAL INFORMATION HAS LIMITED RELEVANCE TO OUR RESULTS OF OPERATIONS AS
A SEPARATE COMPANY.

     The historical financial information we have included in this prospectus
does not reflect what our results of operations, financial position and cash
flows would have been had we been a separate, stand-alone entity during the
periods presented or what our results of operations, financial position and cash
flows will be in the future. This is because iVoice did not account for us as,
and we were not operated as, a single stand-alone business for the periods
presented.

SPEECHSWITCH HAS RECEIVED A GOING CONCERN OPINION FROM ITS INDEPENDENT AUDITORS
THAT DESCRIBES THE UNCERTAINTY REGARDING ITS ABILITY TO CONTINUE AS A GOING
CONCERN.

     SpeechSwitch has received a report from its independent auditors for the
fiscal years ended December 31, 2006 and December 31, 2005 containing an
explanatory paragraph that describes the uncertainty regarding the Company's
ability to continue as a going concern due to its historical negative cash flow
and because, as of the date of the auditors' opinion, the Company did not have
access to sufficient committed capital to meet its projected operating needs for
at least the next 12 months.

     Our financial statements have been prepared on the basis of a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We have not made any adjustments
to our financial statements as a result of the going concern modification to the
report of our independent registered public accounting firm. If we become unable
to continue as a going concern, we could have to liquidate our assets, which
means that we are likely to receive significantly less for those assets than the
values at which such assets are carried on our financial statements. Any
shortfall in the proceeds from the liquidation of our assets would directly
reduce the amounts, if any, that holders of our common stock could receive in
liquidation.

     There can be no assurance that management's plans will be successful, and
other unforeseeable actions may become necessary. Any inability to raise capital
may require us to reduce the level of our operations. Such actions would have a
material adverse effect on us, our business and operations and result in charges
that would be material to our business and results of operations.

SPEECHSWITCH'S FUTURE REVENUE AND OPERATING RESULTS ARE UNPREDICTABLE AND MAY
FLUCTUATE, WHICH COULD CAUSE SPEECHSWITCH'S STOCK PRICE TO DECLINE.

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

     o    the timing of sales of our products and services, particularly in
          light of our minimal sales history;

     o    the introduction of competitive products by existing or new
          competitors;

     o    reduced demand for any given product;

     o    difficulty in keeping current with changing technologies;

     o    unexpected delays in introducing new products, new product features
          and services;

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

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

     o    the mix of product license and services revenue;

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

     o    the market's transition between operating systems; and

     o    costs related to possible acquisitions of technology or businesses.

     Due to these factors, forecasts may not be achieved, either because
expected revenues do not occur or because they occur at lower prices or on terms
that are less favorable to us. In addition, these factors increase the chances
that our results could diverge from the expectations of investors and analysts.
If so, the market price of our stock would likely decline.
SPEECHSWITCH HAS IN THE PAST AND MAY IN THE FUTURE SELL ADDITIONAL UNREGISTERED
CONVERTIBLE SECURITIES, POSSIBLY WITHOUT LIMITATIONS ON THE NUMBER OF SHARES OF
COMMON STOCK THE SECURITIES ARE CONVERTIBLE INTO, WHICH COULD DILUTE THE VALUE
OF THE HOLDINGS OF CURRENT STOCKHOLDERS AND HAVE OTHER DETRIMENTAL EFFECTS ON
YOUR HOLDINGS.

     We have relied on the private placement of convertible debentures and
promissory notes to obtain working capital and may continue to do so in the
future. As of March 31, 2007, we have outstanding $1 million in convertible
debentures and $346,347 owing to Mr. Mahoney in the form of a promissory note,
accrued interest on the note and deferred compensation. The $346,347 owed to Mr.
Mahoney may, at Mr. Mahoney's option, may be converted into shares of the
Company's Class B Common Stock which is convertible into the number of shares of
Class A Common Stock determined by dividing the number of shares of Class B
Common Stock being converted by a 20% discount of the lowest price at which
SpeechSwitch had ever issued its Class A Common Stock. There is no limit upon
the number of shares that we may be required to issue upon conversion of any of
these obligations.

     In order to obtain working capital in the future, we intend to issue
additional equity securities and convertible obligations.

     In the event that the price of our Class A Common Stock decreases, and our
convertible obligations (or any other convertible obligations we may issue) are
converted into shares of our Class A Common Stock:

     o    the percentage of shares outstanding that will be held by these
          holders upon conversion will increase accordingly,

     o    increased share issuance, in addition to a stock overhang of an
          indeterminable amount, may depress the price of our Class A Common
          Stock,

     o    the sale of a substantial amount of convertible debentures to
          relatively few holders could effectuate a possible change in control
          of the Company, and

     o    in the event of our voluntary or involuntary liquidation while the
          secured convertible debentures are outstanding, the holders of those
          securities will be entitled to a preference in distribution of our
          property.

     In addition, if the market price declines significantly, we could be
required to issue a number of shares of Class A Common Stock sufficient to
result in our current stockholders not having an effective vote in the election
of directors and other corporate matters. In the event of a change in control of
the Company, it is possible that the new majority stockholders may take actions
that may not be consistent with the objectives or desires of our current
stockholders.

     We are required to convert our existing convertible obligations based upon
a formula that varies with the market price of our common stock. As a result, if
the market price of our Class A Common Stock increases after the issuance of our
convertible obligations, it is possible, that, upon conversion of our
convertible obligations, we will issue shares of Class A Common Stock at a price
that is far less than the then-current market price of our Class A Common Stock.

     If the market price of our Class A Common Stock decreases after our
issuance of any convertible obligations, upon conversion, we will have to issue
an increased number of shares to the holders of our convertible obligations. Any
sale of convertible obligations may result in a very large conversion at one
time. If we do not have a sufficient number of shares to cover the conversion,
we may have a risk of a civil lawsuit.

IF SPEECHSWITCH LOSES THE SERVICES OF ANY KEY PERSONNEL, INCLUDING OUR CHIEF
EXECUTIVE OFFICER OR OUR DIRECTORS, OUR BUSINESS MAY SUFFER.

     We are dependent on our key officers and directors, including Jerome R.
Mahoney and Bruce R. Knef, our Non-Executive Chairman of the Board and our
President, Chief Executive Officer and Chief Financial Officer, respectively.
The loss of any of our key personnel could materially harm our business because
of the cost and time necessary to retain and train a replacement. Such a loss
would also divert management attention away from operational issues. To minimize
the effects of such loss, SpeechSwitch has entered into employment contracts
with Jerome Mahoney and Bruce Knef. However, Mr. Knef's employment agreement
will expire in November 2007.

OUR POTENTIAL FUTURE BUSINESS ACQUISITIONS MAY BE UNPREDICTABLE AND MAY CAUSE
OUR BUSINESS TO SUFFER.

     SpeechSwitch may seek to expand its operations through the acquisition of
additional businesses. These potential acquired additional businesses may be
outside the current field of operations of SpeechSwitch. SpeechSwitch may not be
able to identify, successfully integrate or profitably manage any such
businesses or operations. The proposed expansion may involve a number of special
risks, including possible adverse effects on SpeechSwitch's operating results,
diversion of management attention, inability to retain key personnel, risks
associated with unanticipated events and the financial statement effect of
potential impairment of acquired intangible assets, any of which could have a
materially adverse effect on SpeechSwitch's business, financial condition and
results of
operations. In addition, if competition for acquisition candidates or assumed
operations were to increase, the cost of acquiring businesses or assuming
customers' operations could increase materially. The inability of SpeechSwitch
to implement and manage its expansion strategy successfully may have a material
adverse effect on the business and future prospects of SpeechSwitch.
Furthermore, through the acquisition of additional businesses, SpeechSwitch may
effect a business acquisition with a target business which may be financially
unstable, under-managed, or in its early stages of development or growth. While
SpeechSwitch may, under certain circumstances, seek to effect business
acquisitions with more than one target business, as a result of its limited
resources, SpeechSwitch, in all likelihood, will have the ability to effect only
a single business acquisition at one time. Currently, SpeechSwitch has no plans,
proposals or arrangements, either orally or in writing, regarding any proposed
acquisitions and is not considering any potential acquisitions.

MEMBERS OF SPEECHSWITCH'S BOARD OF DIRECTORS AND MANAGEMENT MAY HAVE CONFLICTS
OF INTEREST AFTER THE DISTRIBUTION; SPEECHSWITCH DOES NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING CONFLICTS IN THE FUTURE.

     Mr. Mahoney, a member of the board of directors, owns iVoice shares and has
the right to convert $346,346 of loans, deferred compensation and accrued and
unpaid interest, into 346,346 shares of SpeechSwitch Class B Common Stock which
are convertible into the number of shares of SpeechSwitch Class A Common Stock
determined by dividing the number of shares of Class B Common Stock being
converted by a 20% discount of the lowest price at which SpeechSwitch had ever
issued its Class A Common Stock. In addition, Mr. Mahoney has the right to
convert the amount of all accrued and unpaid interest on such indebtedness into
one share of SpeechSwitch Class B Common Stock for each dollar of accrued and
unpaid interest. There is no limitation on the number of shares of Class A
Common Stock we may be required to issue to Mr. Mahoney upon the conversion of
this indebtedness. In addition, Mr. Mahoney, the Non-Executive Chairman of the
Board of SpeechSwitch serves as the Chairman of the Board and Chief Executive
Officer of iVoice and we anticipate that he will continue to serve in such
capacities. These relationships could create, or appear to create, potential
conflicts of interest when SpeechSwitch's directors and management are faced
with decisions that could have different implications for SpeechSwitch and
iVoice. For example, Mr. Mahoney may experience conflicts of interest with
respect to the allocation of his time, services and functions among iVoice,
SpeechSwitch and any other projects. Other examples could include potential
business acquisitions that would be suitable for either SpeechSwitch or iVoice,
activities undertaken by iVoice in the future that could be in direct
competition with SpeechSwitch, or the resolution of disputes arising out of the
agreements governing the relationship between iVoice and SpeechSwitch following
the Distribution. Also, the appearance of conflicts, even if such conflicts do
not materialize, might adversely affect the public's perception of SpeechSwitch
following the Distribution. Furthermore, SpeechSwitch does not have any formal
procedure for resolving such conflicts of interest should they arise following
the Distribution.

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

     We participate in a highly dynamic industry characterized by rapid change
and uncertainty relating to new and emerging technologies and markets. Future
technology or market changes may cause some of our products to become obsolete
more quickly than expected.

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

     On August 31, 2005, we entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners (which was amended and restated on December 12,
2005) to provide a $10 million equity line of credit. If working capital or
future acquisitions are financed through the issuance of equity securities, such
as through the possible sale of our Class A Common Stock on the terms of the
Standby Equity Distribution Agreement with Cornell Capital Partners, L.P.,
SpeechSwitch stockholders would experience significant dilution. In addition,
the conversion of outstanding debt obligations into equity securities would have
a dilutive effect on SpeechSwitch shareholders. Further, securities issued in
connection with future financing activities or potential acquisitions may have
rights and preferences senior to the rights and preferences of the SpeechSwitch
Class A Common Stock.

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

     Cornell Capital Partners is under no obligation to purchase shares of Class
A Common Stock under the Standby Equity Distribution Agreement unless certain
conditions are satisfied by SpeechSwitch, including having the registration
statement relating to such Class A Common Stock. If SpeechSwitch cannot satisfy
the requirements for Cornell Capital Partners to purchase the Class A Common
Stock under the terms of the Standby Equity Distribution Agreement, we will not
have sufficient capital resources to conduct our business on a long-term basis,
which would have a material adverse effect on us and our financial condition.
Management believes that its going-forward expenses over the next 12 months will
be approximately $466,000 and, assuming that SpeechSwitch has no revenues,
SpeechSwitch expects to increase liabilities of approximately $466,000, which
includes salaries for SpeechSwitch's officers and
employees for this period of approximately $292,000. Management has no current
plan to hire additional employees, perform additional research and development
or purchase additional equipment or services beyond the requirements of the
administrative services agreement with iVoice. If there are additional
deficiencies that are in excess of the proceeds of the secured promissory note,
and SpeechSwitch is unable to obtain funds from the equity line of credit,
management believes that SpeechSwitch can limit its operations, defer payments
to management and maintain its business at nominal levels until it can identify
alternative sources of capital.

THE TREND TOWARD CONSOLIDATION IN SPEECHSWITCH'S INDUSTRY MAY IMPEDE ITS ABILITY
TO COMPETE EFFECTIVELY.

     As consolidation in the software industry continues, fewer companies
dominate particular markets, changing the nature of the market and potentially
providing consumers with fewer choices. Also, many of these companies offer a
broader range of products than us, ranging from desktop to enterprise solutions.
We may not be able to compete effectively against these competitors.
Furthermore, we may use strategic acquisitions, as necessary, to acquire
technology, people and products for our overall product strategy. The trend
toward consolidation in our industry may result in increased competition in
acquiring these technologies, people or products, resulting in increased
acquisition costs or the inability to acquire the desired technologies, people
or products. Any of these changes may have a significant adverse effect on our
future revenues and operating results.

SPEECHSWITCH FACES INTENSE PRICE-BASED COMPETITION FOR LICENSING OF ITS PRODUCTS
WHICH COULD REDUCE PROFIT MARGINS.

     Price competition is often intense in the software market, especially for
computerized telephony software products. Many of our competitors have
significantly reduced the price of their products. Price competition may
continue to increase and become even more significant in the future, resulting
in reduced profit margins. Neither iVoice nor SpeechSwitch has experienced any
pressure from price competition on the pricing of its speech recognition
software products in the past, but SpeechSwitch believes that this pressure
could occur in the future.

SPEECHSWITCH MAY BE UNSUCCESSFUL IN ADAPTING TO CHANGES IN THE DYNAMIC
TECHNOLOGICAL ENVIRONMENT OF TELECOMMUNICATIONS IN A TIMELY MANNER.

     Critical issues concerning the commercial use of telecommunications,
including security, reliability, cost, ease of use, accessibility, quality of
service or potential tax or other government regulation, remain unresolved and
may affect the use of telecommunications as a medium to distribute or support
our software products and the functionality of some of our products. If we are
unsuccessful in timely assimilating changes in the telecommunications
environment into our business operations and product development efforts, our
future net revenues and operating results could be adversely affected.

SPEECHSWITCH MAY BE UNSUCCESSFUL IN CONTINUING EXISTING DISTRIBUTION CHANNELS OR
IN DEVELOPING NEW DISTRIBUTION CHANNELS.

     Due to our limited operating history, we currently offer products directly
to end-users and through dealer and reseller channels established by iVoice. We
assumed iVoice's relationships and contractual arrangements with these dealers
and resellers. However, there can be no assurance that these dealers and
resellers will wish to continue their existing arrangements, or create new
arrangements, with us. If we cannot continue to use iVoice's existing dealer and
reseller channels, we will need to develop a new network of dealers and
resellers. However, we may not be able to effectively develop our own network of
resellers and dealers to distribute our software products. If we cannot assume
iVoice's existing distribution channels and we cannot develop our own new
distribution channels, this would have a material adverse effect on us and our
financial condition. The adoption of new channels may adversely impact existing
channels and/or product pricing, which may reduce our future revenues and
profitability.

RESTRICTIVE PRODUCT RETURN POLICIES MAY LIMIT SPEECHSWITCH'S SALES AND
PENETRATION INTO THE MARKETPLACE.

     SpeechSwitch only permits returns from authorized dealers and resellers of
unused inventory, subject to the consent of the Company and a twenty-five
percent restocking fee. End users who purchase products directly from
SpeechSwitch may not return such products to SpeechSwitch under any
circumstances. Such policies may deter resellers and end users from purchasing
our products in a competitive and quickly evolving marketplace, and have a
material adverse effect on our ability to remain competitive with similar
products. SpeechSwitch does not have any material relationship with any single
distributor or reseller.

SPEECHSWITCH MAY DEPEND ON DISTRIBUTION BY RESELLERS AND DISTRIBUTORS FOR A
SIGNIFICANT PORTION OF REVENUES.

     We may distribute some of our products through resellers and distributors.
Direct customer sales contracts do not typically result in year-after-year
business, as they are for a single fixed order of products. In 2006,
approximately 70% of our product sales were to resellers and distributors and
approximately 30% of our sales were to direct customers. We intend to maintain
these existing relationships with our resellers and distributors. To effectively
do so, we must establish and maintain good working relationships with these
resellers and distributors. If we are unsuccessful in establishing and
maintaining relationships with our existing resellers and distributors or with
new resellers and distributors, or if these resellers and distributors are
unsuccessful in reselling our products, our
future net revenues and operating results may be adversely affected.
SpeechSwitch does not have any material relationship with any single distributor
or reseller.

THE LIMITED SCOPE OF RESULTS OF SPEECHSWITCH'S RESEARCH AND DEVELOPMENT MAY
LIMIT THE ABILITY OF SPEECHSWITCH TO EXPAND OR MAINTAIN ITS SALES AND PRODUCTS
IN A COMPETITIVE MARKETPLACE.

     SpeechSwitch currently has no plans to engage in research and development
of new products or improvements on existing technologies. Failure to engage in
such research and to develop new technologies or products or upgrades,
enhancements, applications or uses for existing technologies may place
SpeechSwitch at a competitive disadvantage in the marketplace for its products.
As no current research and development program currently exists within
SpeechSwitch, any future research and development programs could cause us to
incur substantial fixed costs which may result in such programs being
prohibitively expensive to initiate without substantial additional financing
being obtained on favorable terms. Also, the lack of any current research and
development program may result in an extended launch period for a research and
development program at a point in our business when time is of the essence.
These delays could have a material adverse effect on the amount and timing of
future revenues.

     Such limited research and development may also adversely affect the ability
of SpeechSwitch to test any new technologies which may be established in the
future in order to determine if they are successful. If they are not
technologically successful, our resulting products may not achieve market
acceptance and our products may not compete effectively with products of our
competitors currently in the market or introduced in the future.

IF SPEECHSWITCH MUST RESTRUCTURE ITS OPERATIONS, VALUABLE RESOURCES WILL BE
DIVERTED FROM OTHER BUSINESS OBJECTIVES.

     We intend to continually evaluate our product and corporate strategy. We
have in the past undertaken, and will in the future undertake, organizational
changes and/or product and marketing strategy modifications. These
organizational changes increase the risk that objectives will not be met due to
the allocation of valuable limited resources to implement changes. Further, due
to the uncertain nature of any of these undertakings, these efforts may not be
successful and we may not realize any benefit from these efforts.

POTENTIAL SOFTWARE DEFECTS AND PRODUCT LIABILITY COULD RESULT IN DELAYS IN
MARKET ACCEPTANCE, UNEXPECTED COSTS AND DIMINISHED OPERATING RESULTS.

     Software products frequently contain errors or defects, especially when
first introduced or when new versions or enhancements are released. Defects and
errors could be found in current versions of our products, future upgrades to
current products or newly developed and released products. Software defects
could result in delays in market acceptance or unexpected reprogramming costs,
which could materially adversely affect our operating results. Most of our
license agreements with customers contain provisions designed to limit our
exposure to potential product liability claims. It is possible, however, that
these provisions limiting our liability may not be valid as a result of federal,
state, local or foreign laws or ordinances or unfavorable judicial decisions. A
successful product liability claim may have a material adverse effect on our
business, operating results and financial condition.

SPEECHSWITCH RELIES ON THIRD PARTY TECHNOLOGIES WHICH MAY NOT SUPPORT
SPEECHSWITCH PRODUCTS.

     Our software products are designed to run on the Microsoft Windows(R)
operating system and with industry standard hardware. Although we believe that
the operating systems and necessary hardware are and will be widely utilized by
businesses in the corporate market, businesses may not actually adopt such
technologies as anticipated or may in the future migrate to other computing
technologies that we do not support. Moreover, if our products and technology
are not compatible with new developments from industry leaders such as
Microsoft, our business, results of operations and financial condition could be
materially and adversely affected.

SPEECHSWITCH FACES AGGRESSIVE COMPETITION IN MANY AREAS OF THE BUSINESS, AND THE
BUSINESS WILL BE HARMED IF SPEECHSWITCH FAILS TO COMPETE EFFECTIVELY.

     We encounter aggressive competition from numerous competitors in many areas
of our business. Many of our current and potential competitors have longer
operating histories, greater name recognition and substantially greater
financial, technical and marketing resources than we have. We may not be able to
compete effectively with these competitors. Our competition may engage in
research and development to develop new products and periodically enhance
existing products in a timely manner, while we have no established plan or
intention to engage in any manner of research or development. We anticipate that
we may have to adjust the prices of many of our products to stay competitive. In
addition, new competitors may emerge, and entire product lines may be threatened
by new technologies or market trends that reduce the value of these product
lines. The market in which we compete is influenced by the strategic direction
of major computer hardware manufacturers and operating system software
providers.

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS WHEN NEEDED.

     We are dependent on external financing to fund our operations. Our
financing needs are expected to be provided through the
possible sale of our Class A Common Stock on the terms of the Standby Equity
Distribution Agreement with Cornell Capital Partners.

     However, Cornell Capital Partners is under no obligation to purchase any
shares of our Class A Common Stock under the Standby Equity Distribution
Agreement, unless we satisfy certain conditions, including the registration
statement relating to such Class A Common Stock having been declared effective.
If SpeechSwitch cannot satisfy the conditions for drawing on the equity line of
credit, we will not have sufficient capital resources to operate our business,
and we have no current plans to obtain other financing. We cannot assure you
that we will be able to access financing under the Standby Equity Distribution
Agreement in sufficient amounts or at all when needed. Our inability to obtain
sufficient financing would have an immediate material adverse effect on us, our
financial condition and our business.

OUR OBLIGATIONS UNDER THE SECURED CONVERTIBLE DEBENTURE ARE SECURED BY
SUBSTANTIALLY ALL OF OUR ASSETS.

     Our obligations under the secured convertible debenture issued to Cornell
Capital Partners are secured by substantially all of our assets. As a result, if
we default under the terms of the secured convertible debenture, Cornell Capital
Partners could foreclose its security interest and liquidate all of our assets.
This would cause operations to cease.

JEROME MAHONEY, THE NON-EXECUTIVE CHAIRMAN OF THE BOARD OF SPEECHSWITCH, MAY
HAVE CONTROL OVER THE MANAGEMENT AND DIRECTION OF SPEECHSWITCH.

     Mr. Mahoney will have the right to convert $346,346 of indebtedness and
deferred compensation, together with accrued into 346,346 shares of SpeechSwitch
Class B Common Stock, which Class B Common Stock is convertible into the number
of shares of Class A Common Stock determined by dividing the number of shares of
Class B Common Stock being converted by a 20% discount of the lowest price at
which SpeechSwitch had ever issued its Class A Common Stock. Interest accrues on
the outstanding principal balance of the note at the prime rate plus 2% per
annum. There is no limitation on the number of shares of Class A Common Stock we
may be required to issue to Mr. Mahoney upon the conversion of this
indebtedness. Each share of Class B Common Stock has voting rights equal to 100
shares of Class A Common Stock. If Mr. Mahoney converts his indebtedness into
346,346 shares of Class B Common Stock, he will have voting rights equal to
34,634,600 shares of Class A Common Stock and will have control over the
management and direction of SpeechSwitch, including the election of directors,
appointment of management and approval of actions requiring the approval of
stockholders.

     In addition, Bruce Knef, our President and Chief Executive Officer, has
granted an irrevocable proxy to Jerome Mahoney (or his designee) to vote and
exercise all voting and related rights with respect to certain shares of our
Common Stock that are owned at any time by Mr. Knef.

SPEECHSWITCH'S MANAGEMENT TEAM IS NEW AND ITS WORKING RELATIONSHIPS ARE
UNTESTED.

     We have only recently assembled our management team as part of the
Distribution and changes in our operating structure. Some members of our
management team have worked with each other in the past, although at this time
we cannot assess the effectiveness of their working relationships after the
Distribution. As a result, we may be unable to effectively develop and sell our
software products and SpeechSwitch, as a business, may fail.

SPEECHSWITCH RELIES ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS WHICH MAY
NOT REMAIN UNIQUE TO SPEECHSWITCH.

     We regard our software as proprietary and underlying technology as
proprietary. We seek to protect our proprietary rights through a combination of
confidentiality agreements and copyright, patent, trademark and trade secret
laws.

     We have obtained three patents and have one pending patent application on
our proprietary technology that we believe to be material to our future success
and may obtain additional patents in the future. Pursuant to a Patent Purchase
Agreement, dated April 20, 2006, we completed the sale of certain United States
Letters Patents and/or applications for United States Letters Patents and/or
foreign patents and applications to Lamson Holdings LLC. The patents and/or
patent applications sold relate to various Voice Activated/Voice Responsive
systems developed by SpeechSwitch, including item locators for retail stores
utilizing various unique identifying, data gathering and organizing, as well as
user feedback techniques. Our existing and future patents, if any, may be
successfully challenged and may not provide us with any competitive advantages.
Although we have obtained patents and have pending patent applications, we may
not be able to continue to develop proprietary products or technologies that are
patentable and other parties may have prior claims.

     In selling our products, we rely primarily on shrink-wrap licenses that are
not signed by licensees. Therefore, such licenses may be unenforceable under the
laws of some jurisdictions. In addition, existing copyright laws afford limited
practical protection. Furthermore, the laws of some foreign countries do not
offer the same level of protection of our proprietary rights as do the laws of
the United States.

     Patent, trademark and trade secret protection is important to us because
developing and marketing new technologies and products is time-consuming and
expensive. Although we have obtained two U.S. patents, we do not own any foreign
patents or registered
intellectual property. We may not be able to obtain additional issued patents or
other protection from any future patent applications owned by or licensed to us.

     Our competitive position is also dependent upon unpatented trade secrets.
Trade secrets are difficult to protect. Our competitors may independently
develop proprietary information and techniques that are substantially equivalent
to ours or otherwise gain access to our trade secrets, such as through
unauthorized or inadvertent disclosure of our trade secrets.

     There can be no assurance that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop
similar technology substantially equivalent or superseding proprietary
technology. Furthermore, there can be no assurance that any confidentiality
agreements between us and our employees will provide meaningful protection of
our proprietary information, in the event of any unauthorized use or disclosure
thereof. As a consequence, any legal action that we may bring to protect
proprietary information could be expensive and may distract management from
day-to-day operations.

SPEECHSWITCH MAY BECOME INVOLVED IN FUTURE LITIGATION, WHICH MAY RESULT IN
SUBSTANTIAL EXPENSE AND MAY DIVERT OUR ATTENTION FROM THE IMPLEMENTATION OF OUR
BUSINESS STRATEGY.

     We believe that the success of our business depends, in part, on obtaining
intellectual property protection for our products, defending our intellectual
property once obtained and preserving our trade secrets. Litigation may be
necessary to enforce our intellectual property rights, to protect our trade
secrets and to determine the validity and scope of our proprietary rights. Any
litigation could result in substantial expense and diversion of our attention
from our business, and may not adequately protect our intellectual property
rights.

     In addition, we may be sued by third parties who claim that our products
infringe the intellectual property rights of others. This risk is exacerbated by
the fact that the validity and breadth of claims covered in technology patents
involve complex legal and factual questions for which important legal principles
are unresolved. Any litigation or claims against us, whether valid or not, could
result in substantial costs, place a significant strain on our financial
resources, divert management resources and harm our reputation. Such claims
could result in awards of substantial damages, which could have a material
adverse impact on our results of operations. In addition, intellectual property
litigation or claims could force us to:

     o    cease licensing, incorporating or using any of our products that
          incorporate the challenged intellectual property, which would
          adversely effect our revenue;

     o    obtain a license from the holder of the infringed intellectual
          property right, which license may not be available on reasonable
          terms, if at all; and

     o    redesign our products, which would be costly and time-consuming.

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

     In connection with its spin-off, SpeechSwitch entered into an
administrative services agreement with iVoice. Under this agreement, iVoice is
providing SpeechSwitch with services in such areas as inventory purchasing,
material and inventory control, employee benefits administration, payroll,
financial accounting and reporting, and other areas where SpeechSwitch needs
assistance and support. The agreement will continue after the Distribution on a
month-to-month basis. Upon termination of the agreement, SpeechSwitch will be
required to obtain such services from a third party or increase its headcount to
provide such services. This could be more expensive than the fees which
SpeechSwitch has been required to pay under the administrative services
agreement.

SPEECHSWITCH HAS LIMITED SEGREGATION OF DUTIES AMONGST ITS EMPLOYEES WITH
RESPECT TO THE PREPARATION AND REVIEW OF ITS FINANCIAL STATEMENTS DUE TO ITS
LIMITED NUMBER OF EMPLOYEES, WHICH IS A MATERIAL WEAKNESS IN INTERNAL CONTROLS,
AND IF SPEECHSWITCH FAILS TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS,
IT MAY NOT BE ABLE TO ACCURATELY REPORT ITS FINANCIAL RESULTS OR PREVENT FRAUD.
AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN
SPEECHSWITCH'S FINANCIAL REPORTING WHICH COULD HARM THE TRADING PRICE OF
SPEECHSWITCH'S STOCK.

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

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE AND OUR
ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.

     Sales of our common stock in the public market following this offering
could lower the market price of our Class A Common Stock. Sales may also make it
more difficult for us to sell equity securities or equity-related securities in
the future at a time and price that our management deems acceptable or at all.

     Upon issuance of the maximum number of shares being registered in
connection with the equity line of credit and taking into account the shares
that have already been issued to Cornell pursuant to the equity line of credit,
the structuring fee, the commitment fee and the placement agent fee, there will
be an additional 1,042,206,208 shares of Class A Common Stock outstanding. All
of these shares of our Class A Common Stock may be immediately resold in the
public market upon effectiveness of the registration statement.

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

     Our common stock is deemed to be "penny stock" as that term is defined in
Rule 3A51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
are stock:

     o    with a price of less than $5.00 per share;

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

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

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

     Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to sell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.

IF WE ARE ABLE TO SELL SHARES OF OUR CLASS A COMMON STOCK TO CORNELL CAPITAL
PARTNERS, STOCKHOLDERS WOULD EXPERIENCE SIGNIFICANT DILUTION FROM SUCH SALE OF
SHARES.

     Under the terms of our equity line of credit with Cornell Capital Partners,
if we satisfy the conditions therein, SpeechSwitch may issue and sell to Cornell
Capital Partners shares of Class A Common Stock for a total purchase price of up
to $10.0 million. As stated above under " -- We may not be able to access
sufficient funds when needed," our agreement with Cornell Capital Partners
provides that our ability to obtain funds will be subject to the satisfaction of
certain conditions that we may not be able to satisfy. If we are able to sell
such shares of Class A Common Stock to Cornell Capital Partners, such sale of
shares will have a dilutive impact on our stockholders. As a result, our net
income per share could decrease in future periods, and the market price of our
Class A Common Stock could decline. In addition, if our stock price declines,
the price at which we sell such shares to Cornell Capital Partners could
decrease, and we would need to issue a greater number of shares of our Class A
Common Stock under the Standby Equity Distribution Agreement. If our stock price
is lower, then SpeechSwitch stockholders would experience greater dilution.

THE INVESTOR UNDER THE LINE OF CREDIT WILL PAY LESS THAN THE THEN-PREVAILING
MARKET PRICE OF OUR CLASS A COMMON STOCK.

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

     Further, because the investor under the equity line of credit will acquire
our Class A Common Stock at a discount, it will have an incentive to sell
immediately in order to realize a gain on the difference. This incentive to sell
immediately into the public market to realize a gain on the difference
accelerates if the market price of our Class A Common Stock declines.
THE SELLING STOCKHOLDERS INTEND TO SELL THEIR SHARES OF CLASS A COMMON STOCK IN
THE PUBLIC MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE.

     The selling stockholders intend to sell the shares of Class A Common Stock
being registered in this offering in the public market. That means that up to
25,000,000 shares of Class A Common Stock, the number of shares being registered
in this offering, may be sold. Such sales may cause our stock price to decline.

THE SALE OF OUR STOCK UNDER OUR EQUITY LINE OF CREDIT COULD ENCOURAGE SHORT
SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FURTHER DECLINE OF OUR
STOCK PRICE.

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

PRIOR TO THE DISTRIBUTION, THERE WAS NO TRADING MARKET FOR OUR CLASS A COMMON
STOCK, IT MAY BE RELATIVELY THINLY TRADED AND WE CANNOT PREDICT THE EXTENT TO
WHICH A TRADING MARKET WILL DEVELOP.

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

THE PRICE YOU PAY IN THIS OFFERING WILL FLUCTUATE AND MAY BE HIGHER OR LOWER
THAN THE PRICES PAID BY OTHER PEOPLE PARTICIPATING IN THIS OFFERING.

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

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Information included in this prospectus may contain forward-looking
statements. This information may involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from the future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe our future
plans, strategies and expectations, are generally identifiable by use of the
words "may," "will," "should," "expect," "anticipate," "estimate," "believe,"
"intend" or "project" or the negative of these words or other variations on
these words or comparable terminology.

     This prospectus contains forward-looking statements, including statements
regarding, among other things, (a) our projected sales and profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our future
financing plans and (e) our anticipated needs for working capital. Actual events
or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this prospectus will in fact
occur.

REPORTS TO SECURITY HOLDERS

The Company 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.
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
     --------------------  -----------------------  -------------------------
     Bruce Knef            Class A Common Stock     9,250,000(1)
     --------------------  -----------------------  -------------------------
     Lawrence A. Muenz     Class A Common Stock     9,250,000 (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
     additional compensation equal to $15,000

     (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 $38,245.56
     as of December 31, 2006.

     The following table sets forth information as of March 31, 2007 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 officers and directors of the Company as if they had
converted all of the wages and debts owed to them into Class A Common Stock. At
present, we have only two officers and directors and therefore, these are the
only selling individuals 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 30,640,651 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 March 31, 2007 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     196,793,966(1)       79.9%(1)
------------------------ --------------------   ------------------   -----------
                         Class B Common Stock       346,346(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        Class A Common Stock     196,793,966(1)       79.9%(1)
executive officers as
a group (2 persons)
------------------------ --------------------   ------------------   -----------
                         Class B Common Stock       346,346(2)          100%(2)
------------------------ --------------------   ------------------   -----------
                         Class C Common Stock            0               0%
------------------------ --------------------   ------------------   -----------

     (1) Assumes conversion of 346,346 shares of Class B Common stock
     convertible into 196,793,966 Class A Common Stock with sixty days of the
     date of this table.

     (2) Includes deferred compensation and expenses of $127,061 and a
     promissory note and accrued interest for $219,285 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, nor is there any assurance as to whether 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 financial statements of SpeechSwitch, Inc. for the fiscal years ended
December 31, 2006 and 2005 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 March 31,
2007, filed with the Securities and Exchange Commission.

     (b) Our Current Report on Form 8-K dated April 16, 2007.

     (c) Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006.

     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:

     (a) Our Quarterly Report on Form 10-QSB for the period ended March 31,
2007, filed with the Securities and Exchange Commission.

     (b) Our Current Report on Form 8-K dated April 16, 2007.

     (c) Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006.

     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 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.

     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 June 22, 2007.

          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: June 22, 2007
-----------------------------
Bruce Knef, President,
Chief Executive Officer and
Principal Financial Officer
Director

/s/ Jerome Mahoney                                     Date: June 22, 2007
-----------------------------
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 June 22, 2007.

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 June 22, 2007.

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)