================================================================================

    As filed with the Securities and Exchange Commission on October 23, 2006.
    -------------------------------------------------------------------------

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8
                          Registration Statement Under
                           The Securities Act of 1933

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

          New Jersey                                        51-0471976
          ----------                                        ----------
(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

                     iVoice, Inc. 2005 Stock Incentive Plan
                     --------------------------------------
                              (Full title of Plan)

              Jerome Mahoney, President and Chief Executive Officer
                                  iVoice, Inc.
                                 750 Highway 34
                                   Matawan, NJ
                                 (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 (c)     offering price   fee
--------------------------------------------------------------------------------

Class A Common
Stock              5,000,000          $.062          $300,000          $33.17
--------------------------------------------------------------------------------

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. The re-offer prospectus
may be used for re-offers or re-sales on a continuous or delayed basis in the
future of the 5,000,000 shares of Class A Common Stock issued under the iVoice,
Inc. 2005 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 iVoice, Inc., 750 Highway 34, Matawan, NJ
07747. Our telephone number is (732) 441-7700. The re-offer prospectus follows
this paragraph.


<PAGE>

                                   PROSPECTUS

                                  IVOICE, INC.

                    5,000,000 shares of Class A Common Stock

     The shares of iVoice, Inc. Class A Common Stock being offered under this
prospectus are being offered by: (a) employees, independent contractors and
agents of iVoice, Inc. issued to them upon the exercise of stock options or the
issuance of a stock award pursuant to the iVoice, Inc. 2005 Stock Incentive Plan
(the "Plan"). Our common stock trades on the NASD Over the Counter Bulletin
Board under the symbol "IVOI". On October 19, 2006 the high and low sale prices
for a share of our common stock were $.06 and $.064, respectively.

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

                                  ------------


                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                PLEASE SEE "RISK FACTORS" WITHIN THIS PROSPECTUS.

                                  ------------

     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 October 23, 2006

<PAGE>

                                     SUMMARY

     This registration statement covers in the aggregate 5,000,000 shares of
Class A Common Stock, no par value per share of iVoice, Inc. ("iVoice" or the
"Company"). Up to 5,000,000 Class A Common Stock shares may be issued under the
iVoice, Inc. 2005 Stock Incentive Plan (the "Plan"). The Board of Directors of
iVoice approved the Plan initially on December 20, 2005 and the Plan was
approved by our shareholders at the Annual Meeting of Shareholders held on March
31, 2006.

                             DESCRIPTION OF BUSINESS

BACKGROUND OF THE COMPANY

     Our current corporate configuration is the result of a number of separate
transactions over the past several years. On February 26, 1996, Select
Resources, Inc., a publicly held Delaware company, and three of its principal
stockholders entered into a stock exchange agreement with Visual Telephone of
New Jersey, Inc., ("Visual Telephone"), a privately held New Jersey corporation,
and its two stockholders pursuant to which Select Resources acquired all of the
outstanding shares of Visual Telephone and spun-off Select Housing Associates,
Inc., its wholly owned subsidiary. The aim of this agreement was to provide for
a more profitable business direction for Select Resources. Pursuant to the
agreement, Select Resources agreed to issue 5,611,000 shares of its capital
stock to one of the two stockholders of Visual Telephone and to transfer
one-half of the shares of Select Housing Associates to the other stockholder of
Visual Telephone, namely Joel Beagelman, in return for all of the outstanding
shares of Visual Telephone. In addition, Select Resources transferred the other
half of the shares of Select Housing Associates to Gary W. Pomeroy and Brad W.
Pomeroy, two of Select Resources' three principal stockholders, in return for
the cancellation of 1,111,000 shares of common stock of Select Resources owned
by them. At the time of the stock exchange agreement, Mr. Beagelman, Gary W.
Pomeroy and Brad W. Pomeroy were directors of Select Resources. On February 26,
1996, the stock exchange agreement was approved by the consent of stockholders a
majority of the outstanding shares of common stock of Select Resources. Visual
Telephone then merged into Select Resources, which changed its name to that of
the subsidiary.

     In July 1996, Visual Telephone acquired 100% of the outstanding common
shares of Communications Research Inc., or "CRI," for $50,000 in cash, $150,000
in notes and 1,000,000 shares of Visual Telephone. CRI designs, develops, sells,
and supports PC-based communication systems that transmit data, voice and
full-motion video.

     On May 21, 1999, International Voice Technologies, Corp., a Delaware
corporation, merged with and into Visual Telephone (which in the interim had
changed its name to Visual Telephone International, Inc.), with Visual Telephone
surviving. Simultaneous with the merger, Visual Telephone changed its name to
iVoice.com, Inc., and it was planned that Visual Telephone would spin off CRI
prior to the merger with International Voice Technologies. Our current business
is essentially that of International Voice Technologies, and this merger was
aimed at giving that business better access to the capital markets by merging it
into a public company. In addition, we changed our NASD OTC Bulletin Board
trading symbol to "IVOC."

     In consideration for the merger with International Voice Technologies,
Jerome R. Mahoney, the sole stockholder of International Voice Technologies,
received 10,000,000 shares of our Class A common stock and 700,000 shares of our
Class B common stock. In addition, the two controlling stockholders of Visual
Telephone sold 300,000 shares of Class B common stock to Mr. Mahoney and
concurrently canceled a total of 2,000,000 shares of their Class A common stock.
The consulting firm of Toby Investments was awarded 2,000,000 shares of common
stock for consulting services on the transaction. The agreement also provided
that certain of the assets of Visual Telephone would be transferred to Visual
Telephone's wholly owned subsidiary, CRI. The merger was accounted for in its
financial statements as a public shell merger. In a public shell merger the
stockholders of the operating company, in this case International Voice
Technologies, become the majority owners of the shell company, in this case
Visual Telephone, and the stockholders of Visual Telephone, the public shell
company, become minority stockholders in International Voice Technologies, the
operating company.

     As for the CRI spin-off, on September 18, 2000 CRI filed a registration
statement to provide for the distribution of its shares to Visual Telephone's
stockholders as of May 21, 1999. Visual Telephone's stockholders are to receive
one CRI share for every four shares owned in Visual Telephone. The principal
stockholders, officers and directors of Visual Telephone were Carl Ceragno and
Joel Beagelman. Mr. Ceragno remained with CRI as its President and Mr. Beagelman
entered into a consulting agreement with us.

<PAGE>

     On April 24, 2000, we entered into an agreement and plan of reorganization
with all the stockholders ThirdCAI, another shell company that was a reporting
company under the Securities Exchange Act of 1934. In this transaction, which
took place by means of a short-form merger, with ThirdCAI's name being changed
to iVoice, we acquired all the issued and outstanding shares of ThirdCAI in
exchange for $150,000, and a finder's fee paid to Corporate Architect, Inc.,
consisting of 50,000 shares of our Class A voting common stock. The purpose of
this transaction was to enable our Company to become a reporting company, to
comply with the "eligibility rule" adopted by the National Association of
Securities Dealers, Inc. ("NASD"), as only reporting companies may continue to
have stock quoted on the NASD OTC Bulletin Board.

     On April 25, 2003, iVoice formed a wholly owned subsidiary in the State of
New Jersey and on May 5, 2003, iVoice changed its state of incorporation from
Delaware to New Jersey by merging into the newly formed New Jersey subsidiary.

     In September 2003, we announced our intention to distribute to our
stockholders shares of Class A common stock of Trey Resources, Inc., a wholly
owned subsidiary, operating our Automated Reminder business, upon the
effectiveness of required Securities and Exchange Commission filings and final
approval by our Board of Directors of the terms and conditions of the proposed
distribution.

     On February 13, 2004, the effective date, iVoice completed the distribution
of Trey Resources through the issuance of one share of Trey Resources, Inc.
Class A common stock for every 1,793 shares of iVoice Class A common stock held
on the record date of February 9, 2004. In March 2004 announced that it has
entered into a technology licensing agreement with GlynnTech Inc., to serve as
its licensing agent for speaking product packaging technology.

     On April 28, 2004 iVoice formed a new wholly owned subsidiary, iVoice
Technology, Inc. in the State of Nevada. Thereafter, iVoice formed two
additional wholly owned subsidiaries on August 3, 2004, iVoice Technology 2,
Inc. and iVoice Technology 3, Inc. Subsequent to the formation of these three
subsidiaries in Nevada, it came to the attention of the Company that the
franchise taxes in Nevada were excessive for companies with a large number of
authorized common stock shares. Therefore, on November 10, 2004, the Company
formed three new wholly owned subsidiaries, iVoice Technology, Inc. ("iVoice
Technology"), Deep Field Technologies, Inc., Inc. ("Deep Field") and
SpeechSwitch, Inc. ("SpeechSwitch") in the State of New Jersey. All obligations
of the initial Nevada subsidiaries, iVoice Technology, Inc., iVoice Technology
2, Inc. and iVoice Technology 3, Inc., were assigned and assumed by the
respective New Jersey subsidiary counterpart, iVoice Technology, Inc., Deep
Field Technologies, Inc. and SpeechSwitch, Inc., with the consent of the other
contracting parties. iVoice dissolved the Nevada subsidiaries.

     On May 24, 2004, the Company dissolved its wholly owned subsidiary iVoice
Acquisition 2, Inc. in the state of Delaware. This was an inactive subsidiary.

     In September 2004 and November 2004, the Company announced its intention to
distribute to its stockholders, in the form of a special dividend, shares of
Class A Common Stock of its three wholly owned subsidiaries, iVoice Technology,
Deep Field and SpeechSwitch (the "Spin-off"). The Company announced on July 21,
2005, that the Board of Directors set a record date for the previously announced
spin-off of its three wholly owned subsidiaries. Shareholders of record on July
29, 2005 were entitled to receive the special dividend. The special dividend was
distributed on August 5, 2005.

     Holders of iVoice Class A Common Stock, other than affiliates of iVoice,
received one share of Class A Common Stock each of iVoice Technology, Deep Field
and SpeechSwitch for every 988 shares of iVoice common stock that they hold.
Holders of less than 988 shares of iVoice common stock received one share of
iVoice Technology, Deep Field Technologies and SpeechSwitch Class A common
stock. All of the outstanding shares of Class B Common Stock (including
convertible debt into such shares) of iVoice Technology, Deep Field Technologies
and SpeechSwitch will be beneficially owned by an affiliate of iVoice, iVoice
Technology, Deep Field Technologies and SpeechSwitch.

     In May 2005, iVoice formed a new wholly owned subsidiary, iVoice
Acquisition Corporation in the State of New Jersey. This subsidiary would be
used in the future for an acquisition made by iVoice.

     As part of the Spin-off, the Company transferred certain of its assets and
related liabilities to iVoice Technology, Deep Field and SpeechSwitch
immediately prior to the distribution. The consolidated financial statements for
the year ended December 31, 2005 include reclassifications of the operations of
the subsidiaries to reflect the disposal of the three businesses. In addition,
the consolidated financial statements for the year ended December 31, 2004
reflect the reclassification of the operations to below the line as discontinued
operations in accordance with the provisions of FASB 144, "Accounting for the
Impairment or Disposal of Long Lived Assets".

<PAGE>

     ACQUISITION OF THOMAS PHARMACEUTICALS LTD

     On January 6, 2006, the Company entered into an Agreement and Plan of
Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice
Acquisition Corp.), a New Jersey corporation ("Thomas NJ"), a wholly owned
subsidiary of the Company, Thomas Pharmaceuticals Ltd., a New York corporation
("Thomas NY"), Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas,
an individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an
individual, ("Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"), and
Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood,
Gillespie, Thomas and Lucas are collectively as the "Shareholders"). Under the
terms of the Agreement, Thomas NY merged into a wholly owned subsidiary of the
Company, Thomas NJ. The Shareholders of Thomas NY exchanged all of their common
stock shares of Thomas NY for 500,000 Thomas NJ Series A Convertible Preferred
Stock ("Series A Preferred Stock") shares. The Series A Preferred Stock
shareholders can elect to have the Company spin-off Thomas NJ from iVoice. The
Company can elect to spin-off Thomas NJ from iVoice anytime after the first
anniversary of the merger of Thomas NY into Thomas NJ.

     The Company purchased $325,000 of Thomas NJ Series B Convertible Preferred
Stock ("Series B Preferred Stock"), a $360,000 10% Secured Convertible Debenture
issued by Thomas NJ (the "Initial Convertible Debenture") and a $100,000 10%
Administrative Service Convertible Debenture ("Administrative Debenture"). The
Administrative Debenture was issued by Thomas NJ to compensate the Company for
the administrative services that it will provide to Thomas NJ under the
Administrative Services Agreement. The purchase of the Series B Preferred Stock
and the Initial Convertible Debenture provided working capital to Thomas NJ.

     The Company also purchased an additional debenture in the principal amount
of $225,000 on April 27, 2006 and additional $225,000 of Series B Preferred
Stock on April 27, 2006. Finally, the Company further agreed that if Thomas NJ
generates sales of $1 million in the period beginning on January 1, 2006 and
ending on September 30, 2006, then the Company will purchase from Thomas NJ an
additional debenture in the principal amount of at least $200,000 on or before
December 31, 2006 and an additional $200,000 of Series B Preferred Stock on or
before December 31, 2006.

     On August 9, 2006, iVoice, Inc. entered into a Stock Purchase Agreement
dated August 7, 2006 by and among Thomas Pharmaceuticals Ltd.,Thomas
Pharmaceutical Acquisition Corp. and iVoice, Inc., whereby Thomas Pharmaceutical
Acquisition Corp. agreed to purchase all of the securities of Thomas
Pharmaceuticals Ltd., a wholly subsidiary of iVoice, Inc., for the purchase
price of $1,235,100 plus twenty-five (25%) percent thereof, plus interest and
dividends accrued under the terms of such securities through the Closing Date.
The securities of Thomas Pharmaceuticals Ltd., presently held by iVoice, Inc.,
to be purchased by Thomas Pharmaceutical Acquisition Corp. are: 100 shares of
Class A Common Stock, 550 shares of Series B Convertible Preferred Stock,
$360,000 of 10% Securied Convertible Debentures issued January 6, 2006, $100,000
of Administrative Service Convertible Debentures due January 1, 2013 issued
January 6, 2006, and $225,000 of Secured Convertible Debentures due January 1,
2013 issued April 27, 2006. This Stock Purchase Agreement may be terminated by
iVoice, Inc. should this transaction not be consummated by October 31, 2006.


OUR BUSINESS

     iVoice has determined that the best way to create shareholder value,
separate and apart from the operating performance of iVoice, is by spinning off
and distributing shares of its wholly owned subsidiaries if the form of a
special dividend to the Company's shareholders.

     The common stock distributions are part of a broader strategy relating to
the transition of iVoice into a company focused on the development and licensing
of proprietary technologies. To date, we have filed fifteen patent applications
for internally developed applications with the U.S Patent and Trademark Office.
Of the patents applications we have filed, we have been awarded three patents.
One for our Speech-Enabled Automatic Telephone Dialer in May 2003, and a second
patent for our Speech-Enabled Automatic Telephone Dialer without a PBX in
December 2003. Our third patent for Speech Enabled Voice Activated/Voice
Responsive Item Locator was issued in October 2004. No assurances can be given
that the remaining patent applications will be approved. In March 2004 the
Company announced that it has entered into a technology licensing agreement with
GlynnTech Inc., to serve as its licensing agent for speaking product packaging
technology.

     iVoice will also continue to search for potential merger candidates with or
without compatible technology and products, in a further attempt to increase
shareholder value. As an example, in January 2006, the Company acquired the New
York City based Thomas Pharmaceuticals Ltd ("Thomas"), which develops and
markets over the counter non-prescription healthcare products. Thomas' 1st
product focuses on the high-end, branded consumables market, with a
calcium-enriched, sugar free, anti-gas antacid tablet.

<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

     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.

     This prospectus is part of a registration statement that we filed with the
SEC. Some parts of the registration statement are omitted as allowed by the
rules and regulations of the SEC. We refer you to the registration statement for
further information about our company and the shares of common stock to be
issued under this registration statement. You can obtain a copy of the
registration statement from the SEC at the address listed above or from the
SEC's web site.


                                  RISK FACTORS

     You should carefully consider each of the following risk factors and all of
the other information in this prospectus. The following risks relate principally
to our business and the offering described in the prospectus. If any of the
following risks and uncertainties develop into actual events, the business,
financial condition or results of our operations could be materially adversely
affected. If that happens, the trading price of our shares of Class A Common
Stock could decline significantly. The risk factors below contain
forward-looking statements regarding the offering and our business. 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 OPERATIONS

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

     Since the spin-off of our operating subsidiaries in 2004 and 2005, we have
a limited operating history. As such, it may be difficult for you to assess our
ability to identify merger or acquisition candidates and our growth and earnings
potential. Therefore, we may face many of the difficulties that companies in the
early stages of their development in new and evolving markets often face as they
are described below. We may continue to face these difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our future growth and earnings will be negatively
affected.

OUR HISTORICAL INFORMATION HAS LIMITED RELEVANCE TO OUR FUTURE RESULTS OF
OPERATIONS.

     The historical financial information we have included in this report does
not reflect what our results of operations, financial position and cash flows
will be in the future. This is because we operated in the past with different
goals and objectives from our new objectives.

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

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

     o    the success of identifying and completing mergers and acquisitions,
          particularly in light of our limited history;

     o    the introduction of competitive products by different 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;

<PAGE>

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

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

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

IF WE CANNOT RAISE ADDITIONAL CAPITAL TO FINANCE FUTURE OPERATIONS, WE MAY NEED
TO CURTAIL OUR OPERATIONS IN THE FUTURE.

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

     We 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 shareholders and have other detrimental effects on your holdings.

     We have relied on the private placement of secured promissory notes to
obtain working capital and may continue to do so in the future. As of this date,
however, we have outstanding convertible 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    such increased share issuance, in addition to a stock overhang of an
          indeterminable amount, may depress the price of our Class A Common
          Stock, and

     o    the sale of a substantial amount of convertible debentures to
          relatively few holders could effectuate a possible change in control
          of our company.

     Our existing convertible obligations are convertible 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.

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

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

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

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

     o    competition from larger and more established companies;

<PAGE>

     o    delays in reaching our marketing goals;

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

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

     o    limited financial resources.


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

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

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

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

     The voice-recognition industries are highly competitive, and we believe
that this competition will intensify. Many of our competitors have longer
operating histories, significantly greater financial, technical, product
development and marketing resources, greater name recognition and larger client
bases than we do. Our competitors could use these resources to develop products
that are more effective or less costly than any or all of our products or that
could render any or all of our products obsolete. Our competitors could also use
their economic strength to influence the market to continue to buy their
existing products.

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

     Our future success depends in part on our ability to protect the
intellectual property for our technology by obtaining patents. We will only be
able to protect our products and methods from unauthorized use by third parties
to the extent that our products and methods are covered by valid and enforceable
patents or are effectively maintained as trade secrets. To date, we have filed
fifteen patent applications for internally developed applications with the U.S
Patent and Trademark Office. Of the patents applications we have filed, we have
been awarded three patents: (i) the Speech-Enabled Automatic Telephone Dialer in
May 2003, (ii) the Speech-Enabled Automatic Telephone Dialer without a PBX in
December 2003 and (iii) the Speech Enabled Voice Activated/Voice Responsive Item
Locator was issued in October 2004. No assurances can be given that the
remaining patent applications will be approved.

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

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

<PAGE>

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

     We attempt to protect our trade secrets, including the processes, concepts,
ideas and documentation associated with our technologies, through the use of
confidentiality agreements and non-competition agreements with our current
employees and with other parties to whom we have divulged such trade secrets. If
the employees or other parties breach our confidentiality agreements and
non-competition agreements or if these agreements are not sufficient to protect
our technology or are found to be unenforceable, our competitors could acquire
and use information that we consider to be our trade secrets and we may not be
able to compete effectively. Most of our competitors have substantially greater
financial, marketing, technical and manufacturing resources than we have and we
may not be profitable if our competitors are also able to take advantage of our
trade secrets.

WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.

     Many lawsuits currently are being brought in the software industry alleging
violation of intellectual property rights. In addition, a large number of
patents have been awarded in the voice-recognition and call processing area.
Although we do not believe that we are infringing on any patent rights, patent
holders may claim that we are doing so. Any such claim would likely be
time-consuming and expensive to defend, particularly if we are unsuccessful, and
could prevent us from selling our products or services. In addition, we may also
be forced to enter into costly and burdensome royalty and licensing agreements.

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

     We will seek to expand our operations through the acquisition of additional
businesses. We 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 our 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 the our 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. Our inability to implement and manage our expansion
strategy successfully may have a material adverse effect on our business and
future prospects. Furthermore, through the acquisition of additional businesses,
we 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 we may, under certain circumstances, seek to effect business
acquisitions with more than one target business, as a result of our limited
resources, we, in all likelihood, will have the ability to effect only a single
business acquisition at one time. Currently, we has no plans, proposals or
arrangements, either orally or in writing, regarding any proposed acquisitions.

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

     If working capital or future acquisitions are financed through the issuance
of equity securities, our shareholders would experience significant dilution. In
addition, the conversion of outstanding debt obligations into equity securities
would have a dilutive effect on our 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 our Class A
Common Stock.

     We believe that our going-forward expenses over the next 12 months will be
approximately $1,000,000 and, assuming that we have no revenues, we expect to
have aggregate liabilities of approximately $6,700,000, which includes salaries
for officers, employees and professionals over the next 12 months. We have no
current plan to hire additional employees, perform additional research and
development or purchase additional equipment or services. We believe that the
deficiency between our expenses and net revenues will be more than covered by
the cash available. If there are additional deficiencies that are in excess of
the proceeds of the Securities Purchase Agreement, management believes that we
can limit our operations, defer payments to management and maintain our business
at nominal levels until we can identify alternative sources of capital.

OUR SOLE OFFICER CONTROLS A SIGNIFICANT PERCENTAGE OF OUR CAPITAL STOCK AND HAS
SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE
MATTERS.

<PAGE>

     As of September 30, 2006, Jerome R. Mahoney, our president, chief executive
officer, chief financial officer and director, beneficially owned approximately
71.1% of our outstanding shares of shares of our Class A common stock (assuming
the conversion of outstanding shares of Class B common stock and debt into
shares of Class A common stock). Mr. Mahoney is able to influence all matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions. This concentration of ownership, which is
not subject to any voting restrictions, could limit the price that investors
might be willing to pay for our Class A common stock. In addition, Mr. Mahoney
is in a position to impede transactions that may be desirable for other
shareholders. He could, for example, make it more difficult for anyone to take
control of us.

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

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

THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

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

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

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

IF WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR PRESIDENT AND
CHIEF EXECUTIVE OFFICER, OUR BUSINESS MAY SUFFER.

     We are dependent on our key officer, Jerome R. Mahoney, our president and
chief executive officer. The loss of our key officer 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. In an attempt to minimize the effects of such loss, we
presently maintain a $5,000,000 key-man term life insurance policy on Mr.
Mahoney.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF TREY
RESOURCES, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE
FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As the result of the distribution to our shareholders of shares of Class A
Common Stock of Trey Resources, our President, Chief Executive Officer and
Director, Jerome R. Mahoney, serves as Non-executive Chairman of the Board of
Trey Resources and will have the right to convert $250,000 of indebtedness into
250,000 shares of Class B common stock of Trey Resources, which will be
convertible into an

<PAGE>

indeterminable number of shares of Class A common stock of Trey Resources. This
could create, or appear to create, potential conflicts of interest when our
President, Chief Executive Officer and Director is faced with decisions that
could have different implications for Trey Resources. Examples of these types of
decisions might include any of the potential business acquisitions made by us or
the resolution of disputes arising out of the agreements governing the
relationship between Trey Resources and us following the distribution. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely effect the public's perception of us following the distribution.
Furthermore, we do not have any formal procedure for resolving any such
conflicts of interest if they do arise.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF IVOICE
TECHNOLOGY, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE
FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As a result of the distribution to our shareholders of shares of Class A
common stock of iVoice Technology, our President, Chief Executive Officer and
Director, Jerome R. Mahoney, serves as President and Chief Executive of iVoice
Technology and will have the right to convert $190,000 of indebtedness into
190,000 shares of Class B common stock of iVoice Technology, which will be
convertible into an indeterminable number of shares of Class A common stock of
iVoice Technology. This could create, or appear to create, potential conflicts
of interest when our President, Chief Executive Officer and Director is faced
with decisions that could have different implications for iVoice Technology.
Examples of these types of decisions might include any of the potential business
acquisitions made by us or the resolution of disputes arising out of the
agreements governing the relationship between iVoice Technology and us following
the distribution. Also, the appearance of conflicts, even if such conflicts do
not materialize, might adversely effect the public's perception of us following
the distribution. Furthermore, we do not have any formal procedure for resolving
any such conflicts of interest if they do arise.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF DEEP FIELD
TECHNOLOGIES, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As a result of the distribution to our shareholders of shares of Class A
common stock of Deep Field Technologies, our President, Chief Executive Officer
and Director, Jerome R. Mahoney, will serve as the Non-executive Chairman of the
Board of Deep Field Technologies and will have the right to convert $190,000 of
indebtedness into 190,000 shares of Class B common stock of Deep Field
Technologies, which will be convertible into an indeterminable number of shares
of Class A common stock of Deep Field Technologies. This could create, or appear
to create, potential conflicts of interest when our President, Chief Executive
Officer and Director is faced with decisions that could have different
implications for Deep Field Technologies. Examples of these types of decisions
might include any of the potential business acquisitions made by us or the
resolution of disputes arising out of the agreements governing the relationship
between Deep Field Technologies and us following the distribution. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely effect the public's perception of us following the distribution.
Furthermore, we do not have any formal procedure for resolving any such
conflicts of interest if they do arise.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF
SPEECHSWITCH, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR HAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As a result of the distribution to our shareholders of shares of Class A
common stock of SpeechSwitch, our President, Chief Executive Officer and
Director, Jerome R. Mahoney, will serve as the Non-executive Chairman of the
Board of SpeechSwitch and will have the right to convert $190,000 of
indebtedness into 190,000 shares of Class B common stock of SpeechSwitch, which
will be convertible into an indeterminable number of shares of Class A common
stock of SpeechSwitch. This could create, or appear to create, potential
conflicts of interest when our President, Chief Executive Officer and Director
is faced with decisions that could have different implications for SpeechSwitch.
Examples of these types of decisions might include any of the potential business
acquisitions made by us or the resolution of disputes arising out of the
agreements governing the relationship between SpeechSwitch and us following the
distribution. Also, the appearance of conflicts, even if such conflicts do not
materialize, might adversely effect the public's perception of us following the
distribution. Furthermore, we do not have any formal procedure for resolving any
such conflicts of interest if they do arise.

RISKS RELATED TO OUR SECURITIES

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

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

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

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

     o    With a price of less than $5.00 per share

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

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

<PAGE>

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

     Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.

FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

     The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate.

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

     We have reserved for issuance, shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing shareholders and
could have an adverse effect on the market price for our Class A common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     The prospectus and any prospectus supplement contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"). Forward-looking statements include those regarding our goals,
beliefs, plans or current expectations and other statements regarding matters
that are not historical facts. For example, when we use words such as "project,"
"believe," "anticipate," "plan," "expect," "estimate," "intend," "should,"
"would," "could," or "may," or other words that convey uncertainty of future
events or outcome, we are making forward-looking statements. Our forward-looking
statements are subject to risks and uncertainties. You should note that many
important factors, some of which are discussed elsewhere in this prospectus,
could affect us in the future and could cause our results to differ materially
from those expressed in our forward-looking statements. You should read these
factors, including the information under "Risk Factors" beginning on page 5, and
the other cautionary statements made in this prospectus as being applicable to
all related forward-looking statements wherever they appear in this prospectus.
We do not undertake any obligation to update forward-looking statements made by
us.

                                 USE OF PROCEEDS

     This prospectus relates to shares of our Class A Common Stock that may be
offered and sold from time to time by certain selling shareholders. There will
be no proceeds to us from the sale of shares of Class A Common Stock in this
offering. Except for the secured convertible debentures issued to Cornell
Capital Partners LP (the "Cornell Debentures") and working capital from
operations, we have no other significant sources of working capital or cash
commitments. We cannot assure you that we will raise sufficient funds from these
financing arrangements, or that we will produce sufficient revenues from product
sales to sustain our operations or, that a market will develop for our Class A
Common Stock upon which a significant amount of our financing is dependant. To
date, we have incurred substantial losses, and may from time to time require
financing for working capital to meet our operating needs and obligations. While
we have recently raised sufficient working capital to fund our operations for
what we believe should be sufficient for the next 24 months, we will
subsequently need to raise additional capital to fund our future operations. We
anticipate that we will require financing on an ongoing basis for the
foreseeable future.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

     The following tables set forth certain information regarding the beneficial
ownership of our voting securities as of October 19, 2006 of (i) each person
known to us to beneficially own more than 5% of the applicable class of voting
securities, (ii) our directors, (iii) and each named executive officer and (iv)
all directors and executive officers as a group. As of October 19, 2006 there
were a total of 57,724,264 shares of Class A common stock outstanding. Each
share of Class A common stock is entitled to one vote on matters on which
holders of common stock are eligible to vote. Each share of Class B common stock
is entitled to cast the number of votes equal to the number of Class A Common
Stock Shares that would be issued upon the conversion of the Class B Common
Stock Shares held by that holder, had all of the outstanding Class B Common
Stock Shares held by that holder been converted on the record date used for
purposes of determining which shareholders would vote in such an election. The
column entitled "Percentage of Total Voting Stock" shows the percentage of total
voting stock beneficially owned by each listed party.

<PAGE>

     The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of October 19, 2006,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.

                            OWNERSHIP OF COMMON STOCK

               (RESTATED FOR 1:200 REVERSE STOCK SPLIT ON 4/27/06)

                                                               COMMON STOCK
                                                            BENEFICIALLY OWNED
NAME/ADDRESS                    TITLE OF CLASS             NUMBER        PERCENT
Jerome R. Mahoney               Class A Common Stock   142,610,249(1)      71.1%
c/o iVoice, Inc.                Class B Common Stock     1,644,310(1)     100.0%
750 Highway 34
Matawan, New Jersey  07747

Frank V. Esser (Director)       Class A Common Stock        70,893          0.0%
27 Arden Road
Old Bridge, New Jersey  08857

Director and executive          Class A Common Stock   142,681,142         71.1%
officer as a group              Class B Common Stock     1,644,310        100.0%

--------------------------
(1)  Includes (i) 2,250 shares of our Class A common stock held by Mr. Mahoney's
     minor children, (ii) 137,025,833 shares of our Class A common stock
     issuable upon conversion of 1,644,310 shares of our Class B common stock
     held by Mr. Mahoney, and (iii) 5,582,166 shares of our Class A common stock
     issuable upon conversion of a promissory note dated March 20, 2001, as
     amended on August 13, 2002. Pursuant to such promissory note, Mr. Mahoney
     may, at any time, convert amounts owed to him for monies loaned thereunder
     and interest thereon into (i) one share of our Class B common stock for
     each dollar owed, (ii) the number of shares of our Class A common stock
     calculated by dividing (x) the sum of the amount being prepaid by (y) 50%
     of the lowest issue price of shares of our Class A common stock since the
     first advance of funds under such note, or (iii) payment of the principal
     of the note, before any repayment of interest. At June 30, 2006, the total
     balance owed to Mr. Mahoney was $66,986, convertible into 66,986 shares of
     our Class B common stock, or 5,582,166 shares of our Class A common stock.


                            SELLING SECURITY HOLDERS

     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 iVoice, Inc. 2005 Stock Incentive Plan.

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

     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
     ---------------------- ------------------------- --------------------------
     Lawrence A. Muenz      Class A Common Stock            4,750,000 (1)
     ---------------------- ------------------------- --------------------------
     Kenneth P. Glynn       Class A Common Stock              250,000 (2)
     ---------------------- ------------------------- --------------------------

<PAGE>

(1)  Represents Class A Common Stock shares that may be granted from time to
     time under the iVoice, Inc. 2005 Stock Incentive Plan to repay a portion of
     legal fees and/or expenses equal to $175,000 as of December 31, 2005.

(2)  Represents Class A Common Stock shares granted in exchange for $15,000 in
     legal fees for representation previously provided to the Company.


                              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.

     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

<PAGE>

what is customary in the types of transactions involved.

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

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

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

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

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The New Jersey Business Corporation Act provides that a New Jersey
corporation is required to indemnify a director or officer against his or her
expenses to the extent that such director or officer has been successful on the
merits or otherwise in any proceeding against such director or officer by reason
of his or her being or having been such director or officer. A New Jersey
corporation also has the power to indemnify a director or officer against his or
her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer if such a director or officer acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation (or in the case of a proceeding by or in the right of the
corporation, upon an appropriate determination by a court); and with respect to
any criminal proceeding, such director or officer had no reasonable cause to
believe his or her conduct was unlawful. No indemnification shall be made to or
on behalf of a director or officer if a judgment or final adjudication adverse
to the director or officer establishes that his or her omissions (a) were in
breach of his or her duty of loyalty to the corporation or its shareholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit.

     Additionally, as permitted by the General Corporation Law of the State of
New Jersey, Article VIII of the Company's Certificate of Incorporation provides
that no director of the Company shall incur personal liability to the Company or
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director; provided, however, that this provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock or
(iv) any transaction from which the director derived an improper personal
benefit.

     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

<PAGE>

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.

                                     EXPERTS

The consolidated financial statements of iVoice, Inc. for the fiscal years ended
December 31, 2005 and 2004 incorporated by reference into this prospectus have
been audited by Bagell, Josephs, Levine & Company, LLC, 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, LLC, 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.

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. Our web site address is
http://www.ivoice.com.

     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 Annual Report on Form 10-KSB for the fiscal year ended December
          31, 2005, filed with the Securities and Exchange Commission.

<PAGE>

     (b)  Our Current Report on Form 8-K dated January 6, 2006, March 30, 2006,
          as amended, May 25, 2006, July 28, 2006 and August 9, 2006.

     (c)  Our Quarterly Report on Form 10-QSB for the period ended June 30,
          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:

     iVoice, 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 Annual Report on Form 10-KSB for the fiscal year ended December
          31, 2005, filed with the Securities and Exchange Commission.

     (b)  Our Current Report on Form 8-K dated January 6, 2006, March 30, 2006,
          as amended, May 25, 2006, July 28, 2006 and August 9, 2006.

     (c)  Our Quarterly Report on Form 10-QSB for the period ended June 30,
          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 iVoice, Inc. 2005 Stock
Incentive Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The New Jersey Business Corporation Act provides that a New Jersey
corporation is required to indemnify a director or officer against his or her
expenses to the extent that such director or officer has been successful on the
merits or otherwise in any proceeding against such director or officer by reason
of his or her being or having been such director or officer. A New Jersey
corporation also has the power to indemnify a director or officer against his or
her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer if such a director or officer acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation (or in the case of a proceeding by or in the right of the
corporation, upon an appropriate determination by a court); and with respect to
any criminal proceeding, such director or officer had no reasonable cause to
believe his or her conduct was unlawful. No indemnification shall be made to or
on behalf of a director or officer if a judgment or final adjudication adverse
to the director or officer establishes that his or her omissions (a) were in
breach of his or her duty of loyalty to the corporation or its shareholders, (b)

<PAGE>

were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit.

     Additionally, as permitted by the General Corporation Law of the State of
New Jersey, Article VIII of the Company's Certificate of Incorporation provides
that no director of the Company shall incur personal liability to the Company or
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director; provided, however, that this provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock or
(iv) any transaction from which the director derived an improper personal
benefit.

     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  iVoice, Inc. 2005 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

<PAGE>

          (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.

<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 October 23, 2006.

     IVOICE, INC.


By:  /s/Jerome Mahoney
     --------------------
     Jerome Mahoney, President,
     Chief Executive Officer and
     Principal Financial Officer


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/Jerome Mahoney                                 Date: October 23, 2006
---------------------
Jerome Mahoney
Chief Executive Officer and
Principal Financial Officer
Director

/s/Frank Esser                                    Date: October 23, 2006
---------------------
Frank Esser
Director



                     IVOICE, INC. 2005 STOCK INCENTIVE PLAN

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Board of Directors of the Registrant who administers the iVoice, Inc. 2005
Incentive Stock Plan have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Matawan, New
Jersey, on October 23, 2006.

By:  /s/ Jerome Mahoney
     -----------------------
     Jerome Mahoney, President,
     Chief Executive Officer and
     Principal Financial Officer

<PAGE>

                                INDEX OF EXHIBITS

4.1  iVoice, Inc. 2005 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)
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================================================================================

    As filed with the Securities and Exchange Commission on October 23, 2006.
    -------------------------------------------------------------------------

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8
                          Registration Statement Under
                           The Securities Act of 1933

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

          New Jersey                                        51-0471976
          ----------                                        ----------
(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

                     iVoice, Inc. 2005 Stock Incentive Plan
                     --------------------------------------
                              (Full title of Plan)

              Jerome Mahoney, President and Chief Executive Officer
                                  iVoice, Inc.
                                 750 Highway 34
                                   Matawan, NJ
                                 (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 (c)     offering price   fee
--------------------------------------------------------------------------------

Class A Common
Stock              5,000,000          $.062          $300,000          $33.17
--------------------------------------------------------------------------------

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. The re-offer prospectus
may be used for re-offers or re-sales on a continuous or delayed basis in the
future of the 5,000,000 shares of Class A Common Stock issued under the iVoice,
Inc. 2005 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 iVoice, Inc., 750 Highway 34, Matawan, NJ
07747. Our telephone number is (732) 441-7700. The re-offer prospectus follows
this paragraph.
PROSPECTUS

                                  IVOICE, INC.

                    5,000,000 shares of Class A Common Stock

     The shares of iVoice, Inc. Class A Common Stock being offered under this
prospectus are being offered by: (a) employees, independent contractors and
agents of iVoice, Inc. issued to them upon the exercise of stock options or the
issuance of a stock award pursuant to the iVoice, Inc. 2005 Stock Incentive Plan
(the "Plan"). Our common stock trades on the NASD Over the Counter Bulletin
Board under the symbol "IVOI". On October 19, 2006 the high and low sale prices
for a share of our common stock were $.06 and $.064, respectively.

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

                                  ------------

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                PLEASE SEE "RISK FACTORS" WITHIN THIS PROSPECTUS.

                                  ------------

     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 October 23, 2006
SUMMARY

     This registration statement covers in the aggregate 5,000,000 shares of
Class A Common Stock, no par value per share of iVoice, Inc. ("iVoice" or the
"Company"). Up to 5,000,000 Class A Common Stock shares may be issued under the
iVoice, Inc. 2005 Stock Incentive Plan (the "Plan"). The Board of Directors of
iVoice approved the Plan initially on December 20, 2005 and the Plan was
approved by our shareholders at the Annual Meeting of Shareholders held on March
31, 2006.

                             DESCRIPTION OF BUSINESS

BACKGROUND OF THE COMPANY

     Our current corporate configuration is the result of a number of separate
transactions over the past several years. On February 26, 1996, Select
Resources, Inc., a publicly held Delaware company, and three of its principal
stockholders entered into a stock exchange agreement with Visual Telephone of
New Jersey, Inc., ("Visual Telephone"), a privately held New Jersey corporation,
and its two stockholders pursuant to which Select Resources acquired all of the
outstanding shares of Visual Telephone and spun-off Select Housing Associates,
Inc., its wholly owned subsidiary. The aim of this agreement was to provide for
a more profitable business direction for Select Resources. Pursuant to the
agreement, Select Resources agreed to issue 5,611,000 shares of its capital
stock to one of the two stockholders of Visual Telephone and to transfer
one-half of the shares of Select Housing Associates to the other stockholder of
Visual Telephone, namely Joel Beagelman, in return for all of the outstanding
shares of Visual Telephone. In addition, Select Resources transferred the other
half of the shares of Select Housing Associates to Gary W. Pomeroy and Brad W.
Pomeroy, two of Select Resources' three principal stockholders, in return for
the cancellation of 1,111,000 shares of common stock of Select Resources owned
by them. At the time of the stock exchange agreement, Mr. Beagelman, Gary W.
Pomeroy and Brad W. Pomeroy were directors of Select Resources. On February 26,
1996, the stock exchange agreement was approved by the consent of stockholders a
majority of the outstanding shares of common stock of Select Resources. Visual
Telephone then merged into Select Resources, which changed its name to that of
the subsidiary.

     In July 1996, Visual Telephone acquired 100% of the outstanding common
shares of Communications Research Inc., or "CRI," for $50,000 in cash, $150,000
in notes and 1,000,000 shares of Visual Telephone. CRI designs, develops, sells,
and supports PC-based communication systems that transmit data, voice and
full-motion video.

     On May 21, 1999, International Voice Technologies, Corp., a Delaware
corporation, merged with and into Visual Telephone (which in the interim had
changed its name to Visual Telephone International, Inc.), with Visual Telephone
surviving. Simultaneous with the merger, Visual Telephone changed its name to
iVoice.com, Inc., and it was planned that Visual Telephone would spin off CRI
prior to the merger with International Voice Technologies. Our current business
is essentially that of International Voice Technologies, and this merger was
aimed at giving that business better access to the capital markets by merging it
into a public company. In addition, we changed our NASD OTC Bulletin Board
trading symbol to "IVOC."

     In consideration for the merger with International Voice Technologies,
Jerome R. Mahoney, the sole stockholder of International Voice Technologies,
received 10,000,000 shares of our Class A common stock and 700,000 shares of our
Class B common stock. In addition, the two controlling stockholders of Visual
Telephone sold 300,000 shares of Class B common stock to Mr. Mahoney and
concurrently canceled a total of 2,000,000 shares of their Class A common stock.
The consulting firm of Toby Investments was awarded 2,000,000 shares of common
stock for consulting services on the transaction. The agreement also provided
that certain of the assets of Visual Telephone would be transferred to Visual
Telephone's wholly owned subsidiary, CRI. The merger was accounted for in its
financial statements as a public shell merger. In a public shell merger the
stockholders of the operating company, in this case International Voice
Technologies, become the majority owners of the shell company, in this case
Visual Telephone, and the stockholders of Visual Telephone, the public shell
company, become minority stockholders in International Voice Technologies, the
operating company.

     As for the CRI spin-off, on September 18, 2000 CRI filed a registration
statement to provide for the distribution of its shares to Visual Telephone's
stockholders as of May 21, 1999. Visual Telephone's stockholders are to receive
one CRI share for every four shares owned in Visual Telephone. The principal
stockholders, officers and directors of Visual Telephone were Carl Ceragno and
Joel Beagelman. Mr. Ceragno remained with CRI as its President and Mr. Beagelman
entered into a consulting agreement with us.
On April 24, 2000, we entered into an agreement and plan of reorganization
with all the stockholders ThirdCAI, another shell company that was a reporting
company under the Securities Exchange Act of 1934. In this transaction, which
took place by means of a short-form merger, with ThirdCAI's name being changed
to iVoice, we acquired all the issued and outstanding shares of ThirdCAI in
exchange for $150,000, and a finder's fee paid to Corporate Architect, Inc.,
consisting of 50,000 shares of our Class A voting common stock. The purpose of
this transaction was to enable our Company to become a reporting company, to
comply with the "eligibility rule" adopted by the National Association of
Securities Dealers, Inc. ("NASD"), as only reporting companies may continue to
have stock quoted on the NASD OTC Bulletin Board.

     On April 25, 2003, iVoice formed a wholly owned subsidiary in the State of
New Jersey and on May 5, 2003, iVoice changed its state of incorporation from
Delaware to New Jersey by merging into the newly formed New Jersey subsidiary.

     In September 2003, we announced our intention to distribute to our
stockholders shares of Class A common stock of Trey Resources, Inc., a wholly
owned subsidiary, operating our Automated Reminder business, upon the
effectiveness of required Securities and Exchange Commission filings and final
approval by our Board of Directors of the terms and conditions of the proposed
distribution.

     On February 13, 2004, the effective date, iVoice completed the distribution
of Trey Resources through the issuance of one share of Trey Resources, Inc.
Class A common stock for every 1,793 shares of iVoice Class A common stock held
on the record date of February 9, 2004. In March 2004 announced that it has
entered into a technology licensing agreement with GlynnTech Inc., to serve as
its licensing agent for speaking product packaging technology.

     On April 28, 2004 iVoice formed a new wholly owned subsidiary, iVoice
Technology, Inc. in the State of Nevada. Thereafter, iVoice formed two
additional wholly owned subsidiaries on August 3, 2004, iVoice Technology 2,
Inc. and iVoice Technology 3, Inc. Subsequent to the formation of these three
subsidiaries in Nevada, it came to the attention of the Company that the
franchise taxes in Nevada were excessive for companies with a large number of
authorized common stock shares. Therefore, on November 10, 2004, the Company
formed three new wholly owned subsidiaries, iVoice Technology, Inc. ("iVoice
Technology"), Deep Field Technologies, Inc., Inc. ("Deep Field") and
SpeechSwitch, Inc. ("SpeechSwitch") in the State of New Jersey. All obligations
of the initial Nevada subsidiaries, iVoice Technology, Inc., iVoice Technology
2, Inc. and iVoice Technology 3, Inc., were assigned and assumed by the
respective New Jersey subsidiary counterpart, iVoice Technology, Inc., Deep
Field Technologies, Inc. and SpeechSwitch, Inc., with the consent of the other
contracting parties. iVoice dissolved the Nevada subsidiaries.

     On May 24, 2004, the Company dissolved its wholly owned subsidiary iVoice
Acquisition 2, Inc. in the state of Delaware. This was an inactive subsidiary.

     In September 2004 and November 2004, the Company announced its intention to
distribute to its stockholders, in the form of a special dividend, shares of
Class A Common Stock of its three wholly owned subsidiaries, iVoice Technology,
Deep Field and SpeechSwitch (the "Spin-off"). The Company announced on July 21,
2005, that the Board of Directors set a record date for the previously announced
spin-off of its three wholly owned subsidiaries. Shareholders of record on July
29, 2005 were entitled to receive the special dividend. The special dividend was
distributed on August 5, 2005.

     Holders of iVoice Class A Common Stock, other than affiliates of iVoice,
received one share of Class A Common Stock each of iVoice Technology, Deep Field
and SpeechSwitch for every 988 shares of iVoice common stock that they hold.
Holders of less than 988 shares of iVoice common stock received one share of
iVoice Technology, Deep Field Technologies and SpeechSwitch Class A common
stock. All of the outstanding shares of Class B Common Stock (including
convertible debt into such shares) of iVoice Technology, Deep Field Technologies
and SpeechSwitch will be beneficially owned by an affiliate of iVoice, iVoice
Technology, Deep Field Technologies and SpeechSwitch.

     In May 2005, iVoice formed a new wholly owned subsidiary, iVoice
Acquisition Corporation in the State of New Jersey. This subsidiary would be
used in the future for an acquisition made by iVoice.

     As part of the Spin-off, the Company transferred certain of its assets and
related liabilities to iVoice Technology, Deep Field and SpeechSwitch
immediately prior to the distribution. The consolidated financial statements for
the year ended December 31, 2005 include reclassifications of the operations of
the subsidiaries to reflect the disposal of the three businesses. In addition,
the consolidated financial statements for the year ended December 31, 2004
reflect the reclassification of the operations to below the line as discontinued
operations in accordance with the provisions of FASB 144, "Accounting for the
Impairment or Disposal of Long Lived Assets".
ACQUISITION OF THOMAS PHARMACEUTICALS LTD

     On January 6, 2006, the Company entered into an Agreement and Plan of
Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice
Acquisition Corp.), a New Jersey corporation ("Thomas NJ"), a wholly owned
subsidiary of the Company, Thomas Pharmaceuticals Ltd., a New York corporation
("Thomas NY"), Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas,
an individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an
individual, ("Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"), and
Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood,
Gillespie, Thomas and Lucas are collectively as the "Shareholders"). Under the
terms of the Agreement, Thomas NY merged into a wholly owned subsidiary of the
Company, Thomas NJ. The Shareholders of Thomas NY exchanged all of their common
stock shares of Thomas NY for 500,000 Thomas NJ Series A Convertible Preferred
Stock ("Series A Preferred Stock") shares. The Series A Preferred Stock
shareholders can elect to have the Company spin-off Thomas NJ from iVoice. The
Company can elect to spin-off Thomas NJ from iVoice anytime after the first
anniversary of the merger of Thomas NY into Thomas NJ.

     The Company purchased $325,000 of Thomas NJ Series B Convertible Preferred
Stock ("Series B Preferred Stock"), a $360,000 10% Secured Convertible Debenture
issued by Thomas NJ (the "Initial Convertible Debenture") and a $100,000 10%
Administrative Service Convertible Debenture ("Administrative Debenture"). The
Administrative Debenture was issued by Thomas NJ to compensate the Company for
the administrative services that it will provide to Thomas NJ under the
Administrative Services Agreement. The purchase of the Series B Preferred Stock
and the Initial Convertible Debenture provided working capital to Thomas NJ.

     The Company also purchased an additional debenture in the principal amount
of $225,000 on April 27, 2006 and additional $225,000 of Series B Preferred
Stock on April 27, 2006. Finally, the Company further agreed that if Thomas NJ
generates sales of $1 million in the period beginning on January 1, 2006 and
ending on September 30, 2006, then the Company will purchase from Thomas NJ an
additional debenture in the principal amount of at least $200,000 on or before
December 31, 2006 and an additional $200,000 of Series B Preferred Stock on or
before December 31, 2006.

     On August 9, 2006, iVoice, Inc. entered into a Stock Purchase Agreement
dated August 7, 2006 by and among Thomas Pharmaceuticals Ltd.,Thomas
Pharmaceutical Acquisition Corp. and iVoice, Inc., whereby Thomas Pharmaceutical
Acquisition Corp. agreed to purchase all of the securities of Thomas
Pharmaceuticals Ltd., a wholly subsidiary of iVoice, Inc., for the purchase
price of $1,235,100 plus twenty-five (25%) percent thereof, plus interest and
dividends accrued under the terms of such securities through the Closing Date.
The securities of Thomas Pharmaceuticals Ltd., presently held by iVoice, Inc.,
to be purchased by Thomas Pharmaceutical Acquisition Corp. are: 100 shares of
Class A Common Stock, 550 shares of Series B Convertible Preferred Stock,
$360,000 of 10% Securied Convertible Debentures issued January 6, 2006, $100,000
of Administrative Service Convertible Debentures due January 1, 2013 issued
January 6, 2006, and $225,000 of Secured Convertible Debentures due January 1,
2013 issued April 27, 2006. This Stock Purchase Agreement may be terminated by
iVoice, Inc. should this transaction not be consummated by October 31, 2006.

OUR BUSINESS

     iVoice has determined that the best way to create shareholder value,
separate and apart from the operating performance of iVoice, is by spinning off
and distributing shares of its wholly owned subsidiaries if the form of a
special dividend to the Company's shareholders.

     The common stock distributions are part of a broader strategy relating to
the transition of iVoice into a company focused on the development and licensing
of proprietary technologies. To date, we have filed fifteen patent applications
for internally developed applications with the U.S Patent and Trademark Office.
Of the patents applications we have filed, we have been awarded three patents.
One for our Speech-Enabled Automatic Telephone Dialer in May 2003, and a second
patent for our Speech-Enabled Automatic Telephone Dialer without a PBX in
December 2003. Our third patent for Speech Enabled Voice Activated/Voice
Responsive Item Locator was issued in October 2004. No assurances can be given
that the remaining patent applications will be approved. In March 2004 the
Company announced that it has entered into a technology licensing agreement with
GlynnTech Inc., to serve as its licensing agent for speaking product packaging
technology.

     iVoice will also continue to search for potential merger candidates with or
without compatible technology and products, in a further attempt to increase
shareholder value. As an example, in January 2006, the Company acquired the New
York City based Thomas Pharmaceuticals Ltd ("Thomas"), which develops and
markets over the counter non-prescription healthcare products. Thomas' 1st
product focuses on the high-end, branded consumables market, with a
calcium-enriched, sugar free, anti-gas antacid tablet.
WHERE YOU CAN FIND MORE INFORMATION

     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.

     This prospectus is part of a registration statement that we filed with the
SEC. Some parts of the registration statement are omitted as allowed by the
rules and regulations of the SEC. We refer you to the registration statement for
further information about our company and the shares of common stock to be
issued under this registration statement. You can obtain a copy of the
registration statement from the SEC at the address listed above or from the
SEC's web site.

                                  RISK FACTORS

     You should carefully consider each of the following risk factors and all of
the other information in this prospectus. The following risks relate principally
to our business and the offering described in the prospectus. If any of the
following risks and uncertainties develop into actual events, the business,
financial condition or results of our operations could be materially adversely
affected. If that happens, the trading price of our shares of Class A Common
Stock could decline significantly. The risk factors below contain
forward-looking statements regarding the offering and our business. 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 OPERATIONS

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

     Since the spin-off of our operating subsidiaries in 2004 and 2005, we have
a limited operating history. As such, it may be difficult for you to assess our
ability to identify merger or acquisition candidates and our growth and earnings
potential. Therefore, we may face many of the difficulties that companies in the
early stages of their development in new and evolving markets often face as they
are described below. We may continue to face these difficulties in the future,
some of which may be beyond our control. If we are unable to successfully
address these problems, our future growth and earnings will be negatively
affected.

OUR HISTORICAL INFORMATION HAS LIMITED RELEVANCE TO OUR FUTURE RESULTS OF
OPERATIONS.

     The historical financial information we have included in this report does
not reflect what our results of operations, financial position and cash flows
will be in the future. This is because we operated in the past with different
goals and objectives from our new objectives.

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

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

     o    the success of identifying and completing mergers and acquisitions,
          particularly in light of our limited history;

     o    the introduction of competitive products by different 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    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.

IF WE CANNOT RAISE ADDITIONAL CAPITAL TO FINANCE FUTURE OPERATIONS, WE MAY NEED
TO CURTAIL OUR OPERATIONS IN THE FUTURE.

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

     We 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 shareholders and have other detrimental effects on your holdings.

     We have relied on the private placement of secured promissory notes to
obtain working capital and may continue to do so in the future. As of this date,
however, we have outstanding convertible 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    such increased share issuance, in addition to a stock overhang of an
          indeterminable amount, may depress the price of our Class A Common
          Stock, and

     o    the sale of a substantial amount of convertible debentures to
          relatively few holders could effectuate a possible change in control
          of our company.

     Our existing convertible obligations are convertible 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.

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

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

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

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

     o    competition from larger and more established companies;
o    delays in reaching our marketing goals;

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

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

     o    limited financial resources.

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

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

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

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

     The voice-recognition industries are highly competitive, and we believe
that this competition will intensify. Many of our competitors have longer
operating histories, significantly greater financial, technical, product
development and marketing resources, greater name recognition and larger client
bases than we do. Our competitors could use these resources to develop products
that are more effective or less costly than any or all of our products or that
could render any or all of our products obsolete. Our competitors could also use
their economic strength to influence the market to continue to buy their
existing products.

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

     Our future success depends in part on our ability to protect the
intellectual property for our technology by obtaining patents. We will only be
able to protect our products and methods from unauthorized use by third parties
to the extent that our products and methods are covered by valid and enforceable
patents or are effectively maintained as trade secrets. To date, we have filed
fifteen patent applications for internally developed applications with the U.S
Patent and Trademark Office. Of the patents applications we have filed, we have
been awarded three patents: (i) the Speech-Enabled Automatic Telephone Dialer in
May 2003, (ii) the Speech-Enabled Automatic Telephone Dialer without a PBX in
December 2003 and (iii) the Speech Enabled Voice Activated/Voice Responsive Item
Locator was issued in October 2004. No assurances can be given that the
remaining patent applications will be approved.

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

     Litigation and other proceedings relating to patent matters, whether
initiated by us or a third party, can be expensive and time consuming,
regardless of whether the outcome is favorable to us, and may require the
diversion of substantial financial, managerial and other resources. An adverse
outcome could subject us to significant liabilities to third parties or require
us to cease any related development product sales or commercialization
activities. In addition, if patents that contain dominating or conflicting
claims have been or are subsequently issued to others and the claims of these
patents are ultimately determined to be valid, we may be required to obtain
licenses under patents of others in order to develop, manufacture use, import
and/or sell our products. We may not be able to obtain licenses under any of
these patents on terms acceptable to us, if at all. If we do not obtain these
licenses, we could encounter delays in, or be prevented entirely from using,
importing, developing, manufacturing, offering or selling any products or
practicing any methods, or delivering any services requiring such licenses.
IF WE ARE NOT ABLE TO PROTECT OUR TRADE SECRETS THROUGH ENFORCEMENT OF OUR
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTS, THEN WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY AND WE MAY NOT BE PROFITABLE.

     We attempt to protect our trade secrets, including the processes, concepts,
ideas and documentation associated with our technologies, through the use of
confidentiality agreements and non-competition agreements with our current
employees and with other parties to whom we have divulged such trade secrets. If
the employees or other parties breach our confidentiality agreements and
non-competition agreements or if these agreements are not sufficient to protect
our technology or are found to be unenforceable, our competitors could acquire
and use information that we consider to be our trade secrets and we may not be
able to compete effectively. Most of our competitors have substantially greater
financial, marketing, technical and manufacturing resources than we have and we
may not be profitable if our competitors are also able to take advantage of our
trade secrets.

WE MAY UNINTENTIONALLY INFRINGE ON THE PROPRIETARY RIGHTS OF OTHERS.

     Many lawsuits currently are being brought in the software industry alleging
violation of intellectual property rights. In addition, a large number of
patents have been awarded in the voice-recognition and call processing area.
Although we do not believe that we are infringing on any patent rights, patent
holders may claim that we are doing so. Any such claim would likely be
time-consuming and expensive to defend, particularly if we are unsuccessful, and
could prevent us from selling our products or services. In addition, we may also
be forced to enter into costly and burdensome royalty and licensing agreements.

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

     We will seek to expand our operations through the acquisition of additional
businesses. We 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 our 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 the our 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. Our inability to implement and manage our expansion
strategy successfully may have a material adverse effect on our business and
future prospects. Furthermore, through the acquisition of additional businesses,
we 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 we may, under certain circumstances, seek to effect business
acquisitions with more than one target business, as a result of our limited
resources, we, in all likelihood, will have the ability to effect only a single
business acquisition at one time. Currently, we has no plans, proposals or
arrangements, either orally or in writing, regarding any proposed acquisitions.

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

     If working capital or future acquisitions are financed through the issuance
of equity securities, our shareholders would experience significant dilution. In
addition, the conversion of outstanding debt obligations into equity securities
would have a dilutive effect on our 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 our Class A
Common Stock.

     We believe that our going-forward expenses over the next 12 months will be
approximately $1,000,000 and, assuming that we have no revenues, we expect to
have aggregate liabilities of approximately $6,700,000, which includes salaries
for officers, employees and professionals over the next 12 months. We have no
current plan to hire additional employees, perform additional research and
development or purchase additional equipment or services. We believe that the
deficiency between our expenses and net revenues will be more than covered by
the cash available. If there are additional deficiencies that are in excess of
the proceeds of the Securities Purchase Agreement, management believes that we
can limit our operations, defer payments to management and maintain our business
at nominal levels until we can identify alternative sources of capital.

OUR SOLE OFFICER CONTROLS A SIGNIFICANT PERCENTAGE OF OUR CAPITAL STOCK AND HAS
SUFFICIENT VOTING POWER TO CONTROL THE VOTE ON SUBSTANTIALLY ALL CORPORATE
MATTERS.
As of September 30, 2006, Jerome R. Mahoney, our president, chief executive
officer, chief financial officer and director, beneficially owned approximately
71.1% of our outstanding shares of shares of our Class A common stock (assuming
the conversion of outstanding shares of Class B common stock and debt into
shares of Class A common stock). Mr. Mahoney is able to influence all matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions. This concentration of ownership, which is
not subject to any voting restrictions, could limit the price that investors
might be willing to pay for our Class A common stock. In addition, Mr. Mahoney
is in a position to impede transactions that may be desirable for other
shareholders. He could, for example, make it more difficult for anyone to take
control of us.

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

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

THE TREND TOWARD CONSOLIDATION IN OUR INDUSTRY MAY IMPEDE OUR ABILITY TO COMPETE
EFFECTIVELY.

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

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

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

IF WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR PRESIDENT AND
CHIEF EXECUTIVE OFFICER, OUR BUSINESS MAY SUFFER.

     We are dependent on our key officer, Jerome R. Mahoney, our president and
chief executive officer. The loss of our key officer 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. In an attempt to minimize the effects of such loss, we
presently maintain a $5,000,000 key-man term life insurance policy on Mr.
Mahoney.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF TREY
RESOURCES, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE
FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As the result of the distribution to our shareholders of shares of Class A
Common Stock of Trey Resources, our President, Chief Executive Officer and
Director, Jerome R. Mahoney, serves as Non-executive Chairman of the Board of
Trey Resources and will have the right to convert $250,000 of indebtedness into
250,000 shares of Class B common stock of Trey Resources, which will be
convertible into an
indeterminable number of shares of Class A common stock of Trey Resources. This
could create, or appear to create, potential conflicts of interest when our
President, Chief Executive Officer and Director is faced with decisions that
could have different implications for Trey Resources. Examples of these types of
decisions might include any of the potential business acquisitions made by us or
the resolution of disputes arising out of the agreements governing the
relationship between Trey Resources and us following the distribution. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely effect the public's perception of us following the distribution.
Furthermore, we do not have any formal procedure for resolving any such
conflicts of interest if they do arise.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF IVOICE
TECHNOLOGY, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL PROCEDURE
FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As a result of the distribution to our shareholders of shares of Class A
common stock of iVoice Technology, our President, Chief Executive Officer and
Director, Jerome R. Mahoney, serves as President and Chief Executive of iVoice
Technology and will have the right to convert $190,000 of indebtedness into
190,000 shares of Class B common stock of iVoice Technology, which will be
convertible into an indeterminable number of shares of Class A common stock of
iVoice Technology. This could create, or appear to create, potential conflicts
of interest when our President, Chief Executive Officer and Director is faced
with decisions that could have different implications for iVoice Technology.
Examples of these types of decisions might include any of the potential business
acquisitions made by us or the resolution of disputes arising out of the
agreements governing the relationship between iVoice Technology and us following
the distribution. Also, the appearance of conflicts, even if such conflicts do
not materialize, might adversely effect the public's perception of us following
the distribution. Furthermore, we do not have any formal procedure for resolving
any such conflicts of interest if they do arise.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF DEEP FIELD
TECHNOLOGIES, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR MAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As a result of the distribution to our shareholders of shares of Class A
common stock of Deep Field Technologies, our President, Chief Executive Officer
and Director, Jerome R. Mahoney, will serve as the Non-executive Chairman of the
Board of Deep Field Technologies and will have the right to convert $190,000 of
indebtedness into 190,000 shares of Class B common stock of Deep Field
Technologies, which will be convertible into an indeterminable number of shares
of Class A common stock of Deep Field Technologies. This could create, or appear
to create, potential conflicts of interest when our President, Chief Executive
Officer and Director is faced with decisions that could have different
implications for Deep Field Technologies. Examples of these types of decisions
might include any of the potential business acquisitions made by us or the
resolution of disputes arising out of the agreements governing the relationship
between Deep Field Technologies and us following the distribution. Also, the
appearance of conflicts, even if such conflicts do not materialize, might
adversely effect the public's perception of us following the distribution.
Furthermore, we do not have any formal procedure for resolving any such
conflicts of interest if they do arise.

AS A RESULT OF THE DISTRIBUTION OF SHARES OF CLASS A COMMON STOCK OF
SPEECHSWITCH, INC. TO OUR SHAREHOLDERS, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER
AND DIRECTOR HAY HAVE CONFLICTS OF INTEREST, AND WE DO NOT HAVE ANY FORMAL
PROCEDURE FOR RESOLVING ANY SUCH CONFLICTS IN THE FUTURE.

     As a result of the distribution to our shareholders of shares of Class A
common stock of SpeechSwitch, our President, Chief Executive Officer and
Director, Jerome R. Mahoney, will serve as the Non-executive Chairman of the
Board of SpeechSwitch and will have the right to convert $190,000 of
indebtedness into 190,000 shares of Class B common stock of SpeechSwitch, which
will be convertible into an indeterminable number of shares of Class A common
stock of SpeechSwitch. This could create, or appear to create, potential
conflicts of interest when our President, Chief Executive Officer and Director
is faced with decisions that could have different implications for SpeechSwitch.
Examples of these types of decisions might include any of the potential business
acquisitions made by us or the resolution of disputes arising out of the
agreements governing the relationship between SpeechSwitch and us following the
distribution. Also, the appearance of conflicts, even if such conflicts do not
materialize, might adversely effect the public's perception of us following the
distribution. Furthermore, we do not have any formal procedure for resolving any
such conflicts of interest if they do arise.

RISKS RELATED TO OUR SECURITIES

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

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

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

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

     o    With a price of less than $5.00 per share

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

     o    Whose prices are not quoted on the NASDAQ automated quotation system
          (NASDAQ listed stock must still have a price of not less than $5.00
          per share); or
o    In issuers with net tangible assets less than $2.0 million (if the
          issuer has been in continuous operation for at least three years) or
          $5.0 million (if in continuous operation for less than three years),
          or with average revenues of less than $6.0 million for the last three
          years.

     Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.

FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

     The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate.

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

     We have reserved for issuance, shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing shareholders and
could have an adverse effect on the market price for our Class A common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     The prospectus and any prospectus supplement contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"). Forward-looking statements include those regarding our goals,
beliefs, plans or current expectations and other statements regarding matters
that are not historical facts. For example, when we use words such as "project,"
"believe," "anticipate," "plan," "expect," "estimate," "intend," "should,"
"would," "could," or "may," or other words that convey uncertainty of future
events or outcome, we are making forward-looking statements. Our forward-looking
statements are subject to risks and uncertainties. You should note that many
important factors, some of which are discussed elsewhere in this prospectus,
could affect us in the future and could cause our results to differ materially
from those expressed in our forward-looking statements. You should read these
factors, including the information under "Risk Factors" beginning on page 5, and
the other cautionary statements made in this prospectus as being applicable to
all related forward-looking statements wherever they appear in this prospectus.
We do not undertake any obligation to update forward-looking statements made by
us.

                                 USE OF PROCEEDS

     This prospectus relates to shares of our Class A Common Stock that may be
offered and sold from time to time by certain selling shareholders. There will
be no proceeds to us from the sale of shares of Class A Common Stock in this
offering. Except for the secured convertible debentures issued to Cornell
Capital Partners LP (the "Cornell Debentures") and working capital from
operations, we have no other significant sources of working capital or cash
commitments. We cannot assure you that we will raise sufficient funds from these
financing arrangements, or that we will produce sufficient revenues from product
sales to sustain our operations or, that a market will develop for our Class A
Common Stock upon which a significant amount of our financing is dependant. To
date, we have incurred substantial losses, and may from time to time require
financing for working capital to meet our operating needs and obligations. While
we have recently raised sufficient working capital to fund our operations for
what we believe should be sufficient for the next 24 months, we will
subsequently need to raise additional capital to fund our future operations. We
anticipate that we will require financing on an ongoing basis for the
foreseeable future.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

     The following tables set forth certain information regarding the beneficial
ownership of our voting securities as of October 19, 2006 of (i) each person
known to us to beneficially own more than 5% of the applicable class of voting
securities, (ii) our directors, (iii) and each named executive officer and (iv)
all directors and executive officers as a group. As of October 19, 2006 there
were a total of 57,724,264 shares of Class A common stock outstanding. Each
share of Class A common stock is entitled to one vote on matters on which
holders of common stock are eligible to vote. Each share of Class B common stock
is entitled to cast the number of votes equal to the number of Class A Common
Stock Shares that would be issued upon the conversion of the Class B Common
Stock Shares held by that holder, had all of the outstanding Class B Common
Stock Shares held by that holder been converted on the record date used for
purposes of determining which shareholders would vote in such an election. The
column entitled "Percentage of Total Voting Stock" shows the percentage of total
voting stock beneficially owned by each listed party.
The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of October 19, 2006,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.

                            OWNERSHIP OF COMMON STOCK

               (RESTATED FOR 1:200 REVERSE STOCK SPLIT ON 4/27/06)

                                                               COMMON STOCK
                                                            BENEFICIALLY OWNED
NAME/ADDRESS                    TITLE OF CLASS             NUMBER        PERCENT
Jerome R. Mahoney               Class A Common Stock   142,610,249(1)      71.1%
c/o iVoice, Inc.                Class B Common Stock     1,644,310(1)     100.0%
750 Highway 34
Matawan, New Jersey  07747

Frank V. Esser (Director)       Class A Common Stock        70,893          0.0%
27 Arden Road
Old Bridge, New Jersey  08857

Director and executive          Class A Common Stock   142,681,142         71.1%
officer as a group              Class B Common Stock     1,644,310        100.0%

--------------------------
(1)  Includes (i) 2,250 shares of our Class A common stock held by Mr. Mahoney's
     minor children, (ii) 137,025,833 shares of our Class A common stock
     issuable upon conversion of 1,644,310 shares of our Class B common stock
     held by Mr. Mahoney, and (iii) 5,582,166 shares of our Class A common stock
     issuable upon conversion of a promissory note dated March 20, 2001, as
     amended on August 13, 2002. Pursuant to such promissory note, Mr. Mahoney
     may, at any time, convert amounts owed to him for monies loaned thereunder
     and interest thereon into (i) one share of our Class B common stock for
     each dollar owed, (ii) the number of shares of our Class A common stock
     calculated by dividing (x) the sum of the amount being prepaid by (y) 50%
     of the lowest issue price of shares of our Class A common stock since the
     first advance of funds under such note, or (iii) payment of the principal
     of the note, before any repayment of interest. At June 30, 2006, the total
     balance owed to Mr. Mahoney was $66,986, convertible into 66,986 shares of
     our Class B common stock, or 5,582,166 shares of our Class A common stock.

                            SELLING SECURITY HOLDERS

     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 iVoice, Inc. 2005 Stock Incentive Plan.

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

     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
     ---------------------- ------------------------- --------------------------
     Lawrence A. Muenz      Class A Common Stock            4,750,000 (1)
     ---------------------- ------------------------- --------------------------
     Kenneth P. Glynn       Class A Common Stock              250,000 (2)
     ---------------------- ------------------------- --------------------------
(1)  Represents Class A Common Stock shares that may be granted from time to
     time under the iVoice, Inc. 2005 Stock Incentive Plan to repay a portion of
     legal fees and/or expenses equal to $175,000 as of December 31, 2005.

(2)  Represents Class A Common Stock shares granted in exchange for $15,000 in
     legal fees for representation previously provided to the Company.

                              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.

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

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

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

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

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

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

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

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The New Jersey Business Corporation Act provides that a New Jersey
corporation is required to indemnify a director or officer against his or her
expenses to the extent that such director or officer has been successful on the
merits or otherwise in any proceeding against such director or officer by reason
of his or her being or having been such director or officer. A New Jersey
corporation also has the power to indemnify a director or officer against his or
her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer if such a director or officer acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation (or in the case of a proceeding by or in the right of the
corporation, upon an appropriate determination by a court); and with respect to
any criminal proceeding, such director or officer had no reasonable cause to
believe his or her conduct was unlawful. No indemnification shall be made to or
on behalf of a director or officer if a judgment or final adjudication adverse
to the director or officer establishes that his or her omissions (a) were in
breach of his or her duty of loyalty to the corporation or its shareholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit.

     Additionally, as permitted by the General Corporation Law of the State of
New Jersey, Article VIII of the Company's Certificate of Incorporation provides
that no director of the Company shall incur personal liability to the Company or
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director; provided, however, that this provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock or
(iv) any transaction from which the director derived an improper personal
benefit.

     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.

                                     EXPERTS

The consolidated financial statements of iVoice, Inc. for the fiscal years ended
December 31, 2005 and 2004 incorporated by reference into this prospectus have
been audited by Bagell, Josephs, Levine & Company, LLC, 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, LLC, 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.

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. Our web site address is
http://www.ivoice.com.

     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 Annual Report on Form 10-KSB for the fiscal year ended December
          31, 2005, filed with the Securities and Exchange Commission.
(b)  Our Current Report on Form 8-K dated January 6, 2006, March 30, 2006,
          as amended, May 25, 2006, July 28, 2006 and August 9, 2006.

     (c)  Our Quarterly Report on Form 10-QSB for the period ended June 30,
          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:

     iVoice, 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 Annual Report on Form 10-KSB for the fiscal year ended December
          31, 2005, filed with the Securities and Exchange Commission.

     (b)  Our Current Report on Form 8-K dated January 6, 2006, March 30, 2006,
          as amended, May 25, 2006, July 28, 2006 and August 9, 2006.

     (c)  Our Quarterly Report on Form 10-QSB for the period ended June 30,
          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 iVoice, Inc. 2005 Stock
Incentive Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The New Jersey Business Corporation Act provides that a New Jersey
corporation is required to indemnify a director or officer against his or her
expenses to the extent that such director or officer has been successful on the
merits or otherwise in any proceeding against such director or officer by reason
of his or her being or having been such director or officer. A New Jersey
corporation also has the power to indemnify a director or officer against his or
her expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer if such a director or officer acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation (or in the case of a proceeding by or in the right of the
corporation, upon an appropriate determination by a court); and with respect to
any criminal proceeding, such director or officer had no reasonable cause to
believe his or her conduct was unlawful. No indemnification shall be made to or
on behalf of a director or officer if a judgment or final adjudication adverse
to the director or officer establishes that his or her omissions (a) were in
breach of his or her duty of loyalty to the corporation or its shareholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit.

     Additionally, as permitted by the General Corporation Law of the State of
New Jersey, Article VIII of the Company's Certificate of Incorporation provides
that no director of the Company shall incur personal liability to the Company or
its stockholders for monetary damages for breach of his or her fiduciary duty as
a director; provided, however, that this provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) the
unlawful payment of dividends or unlawful purchase or redemption of stock or
(iv) any transaction from which the director derived an improper personal
benefit.

     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  iVoice, Inc. 2005 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 October 23, 2006.

     IVOICE, INC.

By:  /s/Jerome Mahoney
     --------------------
     Jerome Mahoney, President,
     Chief Executive Officer and
     Principal Financial Officer

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/Jerome Mahoney                                 Date: October 23, 2006
---------------------
Jerome Mahoney
Chief Executive Officer and
Principal Financial Officer
Director

/s/Frank Esser                                    Date: October 23, 2006
---------------------
Frank Esser
Director

                     IVOICE, INC. 2005 STOCK INCENTIVE PLAN

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Board of Directors of the Registrant who administers the iVoice, Inc. 2005
Incentive Stock Plan have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Matawan, New
Jersey, on October 23, 2006.

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

4.1  iVoice, Inc. 2005 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)