As filed with the Securities and Exchange Commission on December 14, 2005
================================================================================


                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                  _____________

                                    Form S-8
                                  _____________

                          Registration Statement Under
                           The Securities Act of 1933





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



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



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



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



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


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

                                 With a Copy to:

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

================================================================================
<PAGE>

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


TITLE OF EACH     PROPOSED        PROPOSED
CLASS OF          MAXIMUM         MAXIMUM          AMOUNT OF        TOTAL
SECURITIES TO     AMOUNT TO BE    OFFERING PRICE   AGGREGATE        REGISTRATION
BE REGISTERED     REGISTERED      PER UNIT (b)     OFFERING PRICE   FEE
================================================================================
Class A
Common Stock      4,000,000 (a)   $.026            $104,000         $12.24
================================================================================

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

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



                                EXPLANATORY NOTE

     This registration statement contains two parts. Part I contains a re-offer
prospectus prepared in accordance with Part I of Form S-3 in accordance with
Instruction C of the General Instructions to Form S-8. Subject to the volume
limitations of Rule 144(e) of the Securities Act of 1933, the re-offer
prospectus may be used for re-offers or re-sales on a continuous or delayed
basis in the future of the 2 million shares of Class A Common Stock issued under
the SpeechSwitch, Inc. 2005 Stock Incentive Plan and 2 million shares authorized
under the SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive Plan.
Part II contains information required in this registration statement under Part
II of Form S-8.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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


                                   PROSPECTUS

                               SPEECHSWITCH, INC.

                    4 million shares of Class A Common Stock

     The shares of SpeechSwitch, Inc. Class A Common Stock being offered under
this prospectus are being offered by the employees, independent contractors and
agents of SpeechSwitch, Inc. issued to them upon the exercise of stock options
or the issuance of a stock awards pursuant to the SpeechSwitch, Inc. 2005 Stock
Incentive Plan and by directors and officers issued to them upon the exercise of
stock options or the issuance of a stock awards pursuant to the SpeechSwitch,
Inc. 2005 Directors' and Officers' Stock Incentive Plan. Our common stock trades
on the NASD Over the Counter Bulletin Board under the symbol "SSWC". On December
6, 2005 the high and low sale prices for a share of our common stock were $.026
and $.026, respectively.

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

                              ____________________


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

                              ____________________

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

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

                              ____________________

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

                The date of this prospectus is December 14, 2005
<PAGE>

                                     SUMMARY

     This registration statement covers 2 million shares of Class A Common
Stock, no par value per share of SpeechSwitch, Inc. ("SpeechSwitch" or the
"Company") that may be issued under the 2005 Stock Incentive Plan (the "Plan")
and 2 million shares of Class A Common Stock, no par value per share of
SpeechSwitch that may be issued under the 2005 Directors' and Officers' Stock
Incentive Plan (the "Directors' and Officers' Plan"). The Board of Directors of
SpeechSwitch approved both plans initially on December 12, 2005.

BACKGROUND

OVERVIEW

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

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

     SpeechSwitch intends to continue to develop, market and license the speech
recognition line of computerized telephony software relating to the
Speech-Enabled Auto Attendant, Name Dialer and Speech SDK products. The
Speech-Enabled Auto Attendant is designed to engage callers in a natural
language dialog and transfer callers to an extension for the party the caller is
trying to reach at any time. Callers can interrupt the auto attendant at any
time by barging in on the prompts and simply saying the name of the person, or
department they wish to speak to. The Name Dialer product is an automatic phone
dialing system that imports contact information for dialing and, in response to
the saying by a user of a name included within the imported contact information,
places a call for such user to such person. Speech SDK is a tool for software
application developers which provides the ability to convert common command and
control functions to speech commands.

ABOUT US

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

     Our principal office is located at 750 Highway 34, Matawan, New Jersey
07747. Our telephone number is (732) 441-7700. Our website is located at
www.speechswitch.com.

                                  RISK FACTORS

     You should carefully consider each of the following risk factors and all of
the other information in this information statement. The
<PAGE>

following risks relate principally to the offering and SpeechSwitch's business.

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

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

RISKS RELATED TO OUR BUSINESS

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

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

SPEECHSWITCH HAS NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND MAY
BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.

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

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

     iVoice, of which SpeechSwitch was a part, has incurred recurring operating
losses. iVoice's speech recognition software business had net losses of
approximately $867,000 and $445,000 for the years ended December 31, 2004 and
2003, respectively, and cash used in operations of approximately $836,000 and
$417,000 for the same periods, respectively. iVoice has been and may, in the
future, be dependent upon outside and related party financing to develop and
market their software products, perform their business development activities,
and provide for ongoing working capital requirements. During the year ended
December 31, 2004 and the six months ending June 30, 2005, substantially all of
this financing was provided by iVoice, Inc. and Cornell Capital Partners. There
can be no assurance that SpeechSwitch will have operations separately that fare
any better than those of iVoice.

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

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

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

     SpeechSwitch has received a report from its independent auditors for the
fiscal years ended December 31, 2004 and December 31, 2003 containing an
explanatory paragraph that describes the uncertainty regarding the Company's
ability to continue as a going concern due to its historical negative cash flow
and because, as of the date of the auditors' opinion, the Company did not have
access to sufficient committed capital to meet its projected operating needs for
at least the next 12 months.

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

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

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

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

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

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

          o    reduced demand for any given product;

          o    difficulty in keeping current with changing technologies;

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

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

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

          o    the mix of product license and services revenue;

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

          o    the market's transition between operating systems; and

          o    costs related to possible acquisitions of technology or
               businesses.

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

SPEECHSWITCH HAS IN THE PAST AND MAY IN THE FUTURE SELL ADDITIONAL UNREGISTERED
CONVERTIBLE SECURITIES, POSSIBLY WITHOUT LIMITATIONS ON THE NUMBER OF SHARES OF
COMMON STOCK THE SECURITIES ARE CONVERTIBLE INTO,
<PAGE>

WHICH COULD DILUTE THE VALUE OF THE HOLDINGS OF CURRENT STOCKHOLDERS AND HAVE
OTHER DETRIMENTAL EFFECTS ON YOUR HOLDINGS.

     We have relied on the private placement of convertible debentures and
promissory notes to obtain working capital and may continue to do so in the
future. As of the date of the registration statement, we have no outstanding
convertible debentures, except for the $190,000 promissory note owing to Mr.
Mahoney. The $190,000 promissory note owing to Mr. Mahoney provides that, at Mr.
Mahoney's option, principal and interest due on the note can be converted into
shares of the Company's Class B Common Stock which is convertible into the
number of shares of Class A Common Stock determined by dividing the number of
shares of Class B Common Stock being converted by a 20% discount of the lowest
price at which SpeechSwitch had ever issued its Class A Common Stock. There is
no limit upon the number of shares that we may be required to issue upon
conversion of any of these obligations.

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

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

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

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

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

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

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

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

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

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

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

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

     SpeechSwitch may seek to expand its operations through the acquisition of
additional businesses. These potential acquired additional businesses may be
outside the current field of operations of SpeechSwitch. SpeechSwitch may not be
able to identify, successfully integrate or profitably manage any such
businesses or operations. The proposed expansion may involve a number of
<PAGE>

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

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

     Mr. Mahoney, a member of the board of directors, owns iVoice shares and has
the right to convert $190,000 of indebtedness into 190,000 shares of
SpeechSwitch Class B Common Stock which are convertible into the number of
shares of SpeechSwitch Class A Common Stock determined by dividing the number of
shares of Class B Common Stock being converted by a 20% discount of the lowest
price at which SpeechSwitch had ever issued its Class A Common Stock. In
addition, Mr. Mahoney has the right to convert the amount of all accrued and
unpaid interest on such indebtedness into one share of SpeechSwitch Class B
Common Stock for each dollar of accrued and unpaid interest. As of June 30,
2005, accrued and unpaid interest on this indebtedness was $32,110. There is no
limitation on the number of shares of Class A Common Stock we may be required to
issue to Mr. Mahoney upon the conversion of this indebtedness. In addition, Mr.
Mahoney, the Non-Executive Chairman of the Board of SpeechSwitch serves as the
Chairman of the Board and Chief Executive Officer of iVoice and we anticipate
that he will continue to serve in such capacities. These relationships could
create, or appear to create, potential conflicts of interest when SpeechSwitch's
directors and management are faced with decisions that could have different
implications for SpeechSwitch and iVoice. For example, Mr. Mahoney may
experience conflicts of interest with respect to the allocation of his time,
services and functions among iVoice, SpeechSwitch and any other projects. Other
examples could include potential business acquisitions that would be suitable
for either SpeechSwitch or iVoice, activities undertaken by iVoice in the future
that could be in direct competition with SpeechSwitch, or the resolution of
disputes arising out of the agreements governing the relationship between iVoice
and SpeechSwitch following the Distribution. Also, the appearance of conflicts,
even if such conflicts do not materialize, might adversely affect the public's
perception of SpeechSwitch following the Distribution. Furthermore, SpeechSwitch
does not have any formal procedure for resolving such conflicts of interest
should they arise following the Distribution.

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

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

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

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

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

     Cornell Capital Partners is under no obligation to purchase shares of Class
A Common Stock under the Standby Equity Distribution
<PAGE>

Agreement unless certain conditions are satisfied by SpeechSwitch, including
having the registration statement relating to such Class A Common Stock declared
effective. If SpeechSwitch cannot satisfy the requirements for Cornell Capital
Partners to purchase the Class A Common Stock under the terms of the Standby
Equity Distribution Agreement, we will not have sufficient capital resources to
conduct our business on a long-term basis, which would have a material adverse
effect on us and our financial condition. Management believes that its
going-forward expenses over the next 12 months will be approximately $466,000
and, assuming that SpeechSwitch has no revenues, SpeechSwitch expects to have
aggregate liabilities of approximately $466,000, which includes salaries for
SpeechSwitch's officers and employees for the year ending December 31, 2005 of
approximately $292,000. Management has no current plan to hire additional
employees, perform additional research and development or purchase additional
equipment or services beyond the requirements of the administrative services
agreement with iVoice. Management believes that the deficiency between the
Company's expenses and net revenues will be more than covered by the cash
available from the proceeds of the secured promissory note. If there are
additional deficiencies that are in excess of the proceeds of the secured
promissory note, and SpeechSwitch is unable to obtain funds from the equity line
of credit, management believes that SpeechSwitch can limit its operations, defer
payments to management and maintain its business at nominal levels until it can
identify alternative sources of capital.

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

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

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

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

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

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

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

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

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

     SpeechSwitch only permits returns from authorized dealers and resellers of
unused inventory, subject to the consent of the Company and a twenty-five
percent restocking fee. End users who purchase products directly from
SpeechSwitch may not return such products to SpeechSwitch under any
circumstances. Such policies may deter resellers and end users from purchasing
our products in a
<PAGE>

competitive and quickly evolving marketplace, and have a material adverse effect
on our ability to remain competitive with similar products. SpeechSwitch does
not have any material relationship with any single distributor or reseller.

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

     We may distribute some of our products through resellers and distributors.
Direct customer sales contracts do not typically result in year-after-year
business, as they are for a single fixed order of products. In 2004, four direct
customers, none of which were resellers or distributors, generated approximately
51% of the revenue of SpeechSwitch of the revenue for the Company through
one-time sales contracts that will be unlikely to impact revenues in future
periods. These contracts were with the City of Atlantic City, the NYC Department
of Transportation, AMDEV Communications and Phone Extra and represented 18%,
13%, 13% and 7% of our revenues, respectively. We intend to assume iVoice's
existing relationships and contractual relationships with its resellers and
distributors. To effectively do so, we must establish and maintain good working
relationships with these resellers and distributors. If we are unsuccessful in
establishing and maintaining relationships with iVoice's existing resellers and
distributors or with new resellers and distributors, or if these resellers and
distributors are unsuccessful in reselling our products, our future net revenues
and operating results may be adversely affected. SpeechSwitch does not have any
material relationship with any single distributor or reseller.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Mr. Mahoney will have the right to convert $190,000 of indebtedness,
together with any accrued but unpaid interest on the indebtedness, into 190,000
shares (plus shares receivable upon conversion of accrued and unpaid interest on
the promissory note) of SpeechSwitch Class B Common Stock, which Class B Common
Stock is convertible into the number of shares of Class A Common Stock
determined by dividing the number of shares of Class B Common Stock being
converted by a 20% discount of the lowest price at which SpeechSwitch had ever
issued its Class A Common Stock. Interest accrues on the outstanding principal
balance of the note at the prime rate plus 2% per annum. There is no limitation
on the number of shares of Class A Common Stock we may be required to issue to
Mr. Mahoney upon the conversion of this indebtedness. Each share of Class B
Common Stock has voting rights equal to 100 shares of Class A Common Stock. If
Mr. Mahoney converts his indebtedness into 190,000 shares of Class B Common
Stock, he will have voting rights equal to 19,000,000 shares of Class A Common
Stock and will have control over the management and direction of SpeechSwitch,
including the election of directors, appointment of management and approval of
actions requiring the approval of stockholders.

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

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

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

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

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

     We have obtained three patents and have one pending patent application on
our proprietary technology that we believe to be material to our future success
and may obtain additional patents in the future. Our existing and future
patents, if any, may be successfully challenged and may not provide us with any
competitive advantages. Although we have obtained patents and have pending
patent applications, we may not be able to continue to develop proprietary
products or technologies that are patentable and other parties may have prior
claims.

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

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

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

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

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

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

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

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

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

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

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

     In connection with its spin-off, SpeechSwitch entered into an
administrative services agreement with iVoice. Under this agreement,
<PAGE>

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

RISKS RELATED TO THIS OFFERING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     The selling stockholders intend to sell the shares of Class A Common Stock
being registered in this offering in the public market. That means that up to 4
million shares of Class A Common Stock, the number of shares being registered in
this offering, may be sold. Such sales may cause our stock price to decline.

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

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

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

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

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

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

              SPECIAL NOTE REGARDING FORWARDING-LOOKING STATEMENTS

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

                                 USE OF PROCEEDS

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


                            SELLING SECURITY HOLDERS

SELLING SHAREHOLDERS

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

     NAME                   TITLE OF CLASS            SHARES OFFERED FOR RESALE
     --------------------   ------------------------  --------------------------
     Jerome R. Mahoney      Class A Common Stock      2,000,000(1)
     --------------------   ------------------------  --------------------------
     Lawrence A. Muenz      Class A Common Stock      500,000(2)
     --------------------   ------------------------  --------------------------
   _______________

   (1) Represents Class A Common Stock shares that may be granted from the
   SpeechSwitch, Inc. Directors' and Officers' Plan to repay a portion of
   deferred compensation and/or expenses equal to $85,453 as of September 30,
   2005.

   (2) Represents Class A Common Stock shares that may be granted from the Plan
   to repay a portion of legal fees and/or expenses equal to $14,882 as of
   September 30, 2005.

     The following table sets forth information as of December 6, 2005 with
respect to the beneficial ownership of our common stock before the offering by
the selling security holders. As we have no way of knowing in advance the number
of shares that may be issued pursuant to the exercise of stock options or the
issuance of stock from the award of stock, the table of Beneficial Ownership
reflects the ownership by selling shareholders as if they had converted all of
the wages owed to them into Class A Common Stock. At present, we have only two
officers and directors and therefore, these individuals are the only selling
shareholders that can be listed at the present time. In future, other
individuals may be elected to serve as an officer and/or director and the number
of selling shareholders may increase or decrease. The following calculations of
the percent of outstanding shares are based on 10,013,984 shares of our common
stock outstanding as of the date of the table. Beneficial ownership includes
shares issuable upon exercise of warrants, options, conversion of notes payable
into common stock or the conversion of wages payable into common stock that are
exercisable within sixty days of the date of the table. Beneficial ownership
and, accordingly, percent of class ownership, are calculated according to
Securities and Exchange Commission Rule 13d-3.

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

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

   OWNERSHIP OF BENEFICIAL HOLDERS

The following table sets forth, as of December 6, 2005 information with respect
to the beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding shares, (ii) each
director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
<PAGE>

                                                    COMMON STOCK
                                                    BENEFICIALLY   PERCENTAGE
     NAME                    TITLE OF CLASS         OWNED          OWNERSHIP
     ---------------------   --------------------   ------------   ------------
     Jerome R. Mahoney       Class A Common Stock          0(1)        0%(1)
     ---------------------   --------------------   ------------   ------------
                             Class B Common Stock    275,453(2)      100%(2)
     ---------------------   --------------------   ------------   ------------
                             Class C Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
     Bruce R. Knef           Class A Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
                             Class B Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
                             Class C Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
     All directors and       Class A Common Stock          0(1)        0%(1)
     executive officers as
     a group (2 persons)
     ---------------------   --------------------   ------------   ------------
                             Class B Common Stock    275,453(2)        0%(2)
     ---------------------   --------------------   ------------   ------------
                             Class C Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
   _______________

   (1) Does not give effect to the right of Mr. Mahoney pursuant to the
   promissory note to be executed by SpeechSwitch in favor of Mr. Mahoney in the
   amount of $190,000 to convert $190,000 of indebtedness plus accrued and
   unpaid interest into more than 190,000 shares of Class B Common Stock which
   is convertible into the number of shares of our Class A Common Stock,
   determined by dividing the number of shares of our Class B Common Stock being
   converted by a 20% discount of the lowest price at which SpeechSwitch had
   ever issued its Class A Common Stock. There is no limitation on the number of
   shares of our Class A Common Stock we may be required to issue to Mr. Mahoney
   upon the conversion of this indebtedness.

   (2) Mr. Mahoney may at his option convert the $190,000 promissory note held
   by him into Class B Common Stock of SpeechSwitch at a rate of one dollar per
   share. Such Class B Common Stock is convertible at any time into shares of
   our Class A Common Stock at a rate equal to 80% of the lowest price that
   SpeechSwitch issues shares of Class A Common Stock subsequent to the date of
   the note. Thus by virtue of Mr. Mahoney's right to convert $190,000 of
   indebtedness plus accrued and unpaid interest into more than 190,000 shares
   of our Class B Common Stock, Mr. Mahoney is deemed to beneficially own such
   shares for the purpose of computing the percentage of ownership by him, but
   such shares are not treated as outstanding for the purpose of computing the
   percentage ownership of any other person. Represents 85,453 Class B Common
   Stock shares that may be issued, at the option of Deep Field Technologies, to
   repay a portion of deferred compensation and/or expenses equal to $85,453 as
   of September 30, 2005

                              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
<PAGE>

               when, under applicable rules, delivery must be made;
          o    transactions to cover short sales;
          o    broker-dealers may agree with the selling security holder to sell
               a specified number of shares at a stipulated price per share;
          o    a combination of any of these methods of sale; or o any other
               method permitted by applicable law

     The sale price to the public may be:

          o    the market price prevailing at the time of sale;
          o    a price related to the prevailing market price;
          o    at negotiated prices; or
          o    such other price as the selling security holder determines from
               time to time.

     The shares may also be sold under Rule 144 under the Securities Act of
1933, as amended, if available, rather than under this prospectus.

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

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

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

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

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

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

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

                    LIMITATION OF LIABILITY: INDEMNIFICATION

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

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


                                     EXPERTS

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

                                  LEGAL MATTERS

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

                          TRANSFER AGENT AND REGISTRAR

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


                       WHERE YOU CAN FIND MORE INFORMATION

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

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

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

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

                     INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

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

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

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

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

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

                               SpeechSwitch, Inc.
                                 750 Highway 34
                                Matawan, NJ 07747
                                 (973) 422-9644
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

     The effect of these provisions is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of fiduciary
duty of care as a director (including breaches resulting from negligent or
grossly negligent behavior) except in certain limited situations. These
provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS

          4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan

          4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive
                Plan.

          5.1.  Legal Opinion of Meritz & Muenz LLP.

          23.   Consent of Experts and Counsel

                23.1   Consent of Bagell, Josephs, Levine & Company, L.C.C.

                23.2   Consent of Meritz & Muenz LLP. (See Exhibit 5.1)


ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes:

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

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

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

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

     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 Livingston, New Jersey, on December 14, 2005.

                 SPEECHSWITCH, INC.


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


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

s/Bruce Knef                                Date:    December 14, 2005
---------------------------
Bruce Knef, President,
Chief Executive Officer and
Principal Financial Officer
Director

s/Jerome Mahoney                            Date:    December 14, 2005
---------------------------
Jerome Mahoney
Non-Executive Chairman and
Director

                  SPEECHSWITCH, INC. 2005 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Incentive Stock Plan, as amended have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Livingston, New Jersey, on December 14, 2005.

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

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

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Directors' and Officers' Incentive Stock Plan, as amended have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Livingston, New Jersey, on December 14, 2005.

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

                                INDEX OF EXHIBITS


          4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan

          4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive
                Plan.

          5.1.  Legal Opinion of Meritz & Muenz LLP.

          23.   Consent of Experts and Counsel

                23.1   Consent of Bagell, Josephs, Levine & Company, L.C.C.

                23.2   Consent of Meritz & Muenz LLP. (See Exhibit 5.1)
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{"company-data": {"conformed-name": "SpeechSwitch, Inc.", "cik": "0001307989", "assigned-sic": "7373", "irs-number": "201862816", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130319", "film-number": "051264577"}, "business-address": {"street1": "750 HIGHWAY 34", "city": "MATAWAN", "state": "NJ", "zip": "07747", "phone": "732-441-7700"}, "mail-address": {"street1": "750 HIGHWAY 34", "city": "MATAWAN", "state": "NJ", "zip": "07747"}, "former-company": [{"former-conformed-name": "SpeedSwitch, Inc.", "date-changed": "20041115"}, {"former-conformed-name": "SpeechSwitch, Inc.", "date-changed": "20041105"}]}
As filed with the Securities and Exchange Commission on December 14, 2005
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                  _____________

                                    Form S-8
                                  _____________

                          Registration Statement Under
                           The Securities Act of 1933

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

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

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

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

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

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

                                 With a Copy to:

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

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

TITLE OF EACH     PROPOSED        PROPOSED
CLASS OF          MAXIMUM         MAXIMUM          AMOUNT OF        TOTAL
SECURITIES TO     AMOUNT TO BE    OFFERING PRICE   AGGREGATE        REGISTRATION
BE REGISTERED     REGISTERED      PER UNIT (b)     OFFERING PRICE   FEE
================================================================================
Class A
Common Stock      4,000,000 (a)   $.026            $104,000         $12.24
================================================================================

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

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

                                EXPLANATORY NOTE

     This registration statement contains two parts. Part I contains a re-offer
prospectus prepared in accordance with Part I of Form S-3 in accordance with
Instruction C of the General Instructions to Form S-8. Subject to the volume
limitations of Rule 144(e) of the Securities Act of 1933, the re-offer
prospectus may be used for re-offers or re-sales on a continuous or delayed
basis in the future of the 2 million shares of Class A Common Stock issued under
the SpeechSwitch, Inc. 2005 Stock Incentive Plan and 2 million shares authorized
under the SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive Plan.
Part II contains information required in this registration statement under Part
II of Form S-8.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

                               SPEECHSWITCH, INC.

                    4 million shares of Class A Common Stock

     The shares of SpeechSwitch, Inc. Class A Common Stock being offered under
this prospectus are being offered by the employees, independent contractors and
agents of SpeechSwitch, Inc. issued to them upon the exercise of stock options
or the issuance of a stock awards pursuant to the SpeechSwitch, Inc. 2005 Stock
Incentive Plan and by directors and officers issued to them upon the exercise of
stock options or the issuance of a stock awards pursuant to the SpeechSwitch,
Inc. 2005 Directors' and Officers' Stock Incentive Plan. Our common stock trades
on the NASD Over the Counter Bulletin Board under the symbol "SSWC". On December
6, 2005 the high and low sale prices for a share of our common stock were $.026
and $.026, respectively.

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

                              ____________________

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

                              ____________________

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

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

                              ____________________

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

                The date of this prospectus is December 14, 2005
SUMMARY

     This registration statement covers 2 million shares of Class A Common
Stock, no par value per share of SpeechSwitch, Inc. ("SpeechSwitch" or the
"Company") that may be issued under the 2005 Stock Incentive Plan (the "Plan")
and 2 million shares of Class A Common Stock, no par value per share of
SpeechSwitch that may be issued under the 2005 Directors' and Officers' Stock
Incentive Plan (the "Directors' and Officers' Plan"). The Board of Directors of
SpeechSwitch approved both plans initially on December 12, 2005.

BACKGROUND

OVERVIEW

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

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

     SpeechSwitch intends to continue to develop, market and license the speech
recognition line of computerized telephony software relating to the
Speech-Enabled Auto Attendant, Name Dialer and Speech SDK products. The
Speech-Enabled Auto Attendant is designed to engage callers in a natural
language dialog and transfer callers to an extension for the party the caller is
trying to reach at any time. Callers can interrupt the auto attendant at any
time by barging in on the prompts and simply saying the name of the person, or
department they wish to speak to. The Name Dialer product is an automatic phone
dialing system that imports contact information for dialing and, in response to
the saying by a user of a name included within the imported contact information,
places a call for such user to such person. Speech SDK is a tool for software
application developers which provides the ability to convert common command and
control functions to speech commands.

ABOUT US

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

     Our principal office is located at 750 Highway 34, Matawan, New Jersey
07747. Our telephone number is (732) 441-7700. Our website is located at
www.speechswitch.com.

                                  RISK FACTORS

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

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

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

RISKS RELATED TO OUR BUSINESS

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

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

SPEECHSWITCH HAS NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND MAY
BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.

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

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

     iVoice, of which SpeechSwitch was a part, has incurred recurring operating
losses. iVoice's speech recognition software business had net losses of
approximately $867,000 and $445,000 for the years ended December 31, 2004 and
2003, respectively, and cash used in operations of approximately $836,000 and
$417,000 for the same periods, respectively. iVoice has been and may, in the
future, be dependent upon outside and related party financing to develop and
market their software products, perform their business development activities,
and provide for ongoing working capital requirements. During the year ended
December 31, 2004 and the six months ending June 30, 2005, substantially all of
this financing was provided by iVoice, Inc. and Cornell Capital Partners. There
can be no assurance that SpeechSwitch will have operations separately that fare
any better than those of iVoice.

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

     The historical financial information we have included in this prospectus
does not reflect what our results of operations, financial position and cash
flows would have been had we been a separate, stand-alone entity during the
periods presented or what our results of operations, financial position and cash
flows will be in the future. This is because iVoice did not account for us as,
and we were not operated as, a single stand-alone business for the periods
presented.
SPEECHSWITCH HAS RECEIVED A GOING CONCERN OPINION FROM ITS INDEPENDENT AUDITORS
THAT DESCRIBES THE UNCERTAINTY REGARDING ITS ABILITY TO CONTINUE AS A GOING
CONCERN.

     SpeechSwitch has received a report from its independent auditors for the
fiscal years ended December 31, 2004 and December 31, 2003 containing an
explanatory paragraph that describes the uncertainty regarding the Company's
ability to continue as a going concern due to its historical negative cash flow
and because, as of the date of the auditors' opinion, the Company did not have
access to sufficient committed capital to meet its projected operating needs for
at least the next 12 months.

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

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

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

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

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

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

          o    reduced demand for any given product;

          o    difficulty in keeping current with changing technologies;

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

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

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

          o    the mix of product license and services revenue;

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

          o    the market's transition between operating systems; and

          o    costs related to possible acquisitions of technology or
               businesses.

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

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

     We have relied on the private placement of convertible debentures and
promissory notes to obtain working capital and may continue to do so in the
future. As of the date of the registration statement, we have no outstanding
convertible debentures, except for the $190,000 promissory note owing to Mr.
Mahoney. The $190,000 promissory note owing to Mr. Mahoney provides that, at Mr.
Mahoney's option, principal and interest due on the note can be converted into
shares of the Company's Class B Common Stock which is convertible into the
number of shares of Class A Common Stock determined by dividing the number of
shares of Class B Common Stock being converted by a 20% discount of the lowest
price at which SpeechSwitch had ever issued its Class A Common Stock. There is
no limit upon the number of shares that we may be required to issue upon
conversion of any of these obligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Mr. Mahoney, a member of the board of directors, owns iVoice shares and has
the right to convert $190,000 of indebtedness into 190,000 shares of
SpeechSwitch Class B Common Stock which are convertible into the number of
shares of SpeechSwitch Class A Common Stock determined by dividing the number of
shares of Class B Common Stock being converted by a 20% discount of the lowest
price at which SpeechSwitch had ever issued its Class A Common Stock. In
addition, Mr. Mahoney has the right to convert the amount of all accrued and
unpaid interest on such indebtedness into one share of SpeechSwitch Class B
Common Stock for each dollar of accrued and unpaid interest. As of June 30,
2005, accrued and unpaid interest on this indebtedness was $32,110. There is no
limitation on the number of shares of Class A Common Stock we may be required to
issue to Mr. Mahoney upon the conversion of this indebtedness. In addition, Mr.
Mahoney, the Non-Executive Chairman of the Board of SpeechSwitch serves as the
Chairman of the Board and Chief Executive Officer of iVoice and we anticipate
that he will continue to serve in such capacities. These relationships could
create, or appear to create, potential conflicts of interest when SpeechSwitch's
directors and management are faced with decisions that could have different
implications for SpeechSwitch and iVoice. For example, Mr. Mahoney may
experience conflicts of interest with respect to the allocation of his time,
services and functions among iVoice, SpeechSwitch and any other projects. Other
examples could include potential business acquisitions that would be suitable
for either SpeechSwitch or iVoice, activities undertaken by iVoice in the future
that could be in direct competition with SpeechSwitch, or the resolution of
disputes arising out of the agreements governing the relationship between iVoice
and SpeechSwitch following the Distribution. Also, the appearance of conflicts,
even if such conflicts do not materialize, might adversely affect the public's
perception of SpeechSwitch following the Distribution. Furthermore, SpeechSwitch
does not have any formal procedure for resolving such conflicts of interest
should they arise following the Distribution.

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

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

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

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

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

     Cornell Capital Partners is under no obligation to purchase shares of Class
A Common Stock under the Standby Equity Distribution
Agreement unless certain conditions are satisfied by SpeechSwitch, including
having the registration statement relating to such Class A Common Stock declared
effective. If SpeechSwitch cannot satisfy the requirements for Cornell Capital
Partners to purchase the Class A Common Stock under the terms of the Standby
Equity Distribution Agreement, we will not have sufficient capital resources to
conduct our business on a long-term basis, which would have a material adverse
effect on us and our financial condition. Management believes that its
going-forward expenses over the next 12 months will be approximately $466,000
and, assuming that SpeechSwitch has no revenues, SpeechSwitch expects to have
aggregate liabilities of approximately $466,000, which includes salaries for
SpeechSwitch's officers and employees for the year ending December 31, 2005 of
approximately $292,000. Management has no current plan to hire additional
employees, perform additional research and development or purchase additional
equipment or services beyond the requirements of the administrative services
agreement with iVoice. Management believes that the deficiency between the
Company's expenses and net revenues will be more than covered by the cash
available from the proceeds of the secured promissory note. If there are
additional deficiencies that are in excess of the proceeds of the secured
promissory note, and SpeechSwitch is unable to obtain funds from the equity line
of credit, management believes that SpeechSwitch can limit its operations, defer
payments to management and maintain its business at nominal levels until it can
identify alternative sources of capital.

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

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

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

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

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

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

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

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

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

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

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

     We may distribute some of our products through resellers and distributors.
Direct customer sales contracts do not typically result in year-after-year
business, as they are for a single fixed order of products. In 2004, four direct
customers, none of which were resellers or distributors, generated approximately
51% of the revenue of SpeechSwitch of the revenue for the Company through
one-time sales contracts that will be unlikely to impact revenues in future
periods. These contracts were with the City of Atlantic City, the NYC Department
of Transportation, AMDEV Communications and Phone Extra and represented 18%,
13%, 13% and 7% of our revenues, respectively. We intend to assume iVoice's
existing relationships and contractual relationships with its resellers and
distributors. To effectively do so, we must establish and maintain good working
relationships with these resellers and distributors. If we are unsuccessful in
establishing and maintaining relationships with iVoice's existing resellers and
distributors or with new resellers and distributors, or if these resellers and
distributors are unsuccessful in reselling our products, our future net revenues
and operating results may be adversely affected. SpeechSwitch does not have any
material relationship with any single distributor or reseller.

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

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

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

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

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

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

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

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

     Our software products are designed to run on the Microsoft(R) Windows(R)
operating system and with industry standard hardware. Although we believe that
the operating systems and necessary hardware are and will be widely utilized by
businesses in the corporate market, businesses may not actually adopt such
technologies as anticipated or may in the future migrate to other computing
technologies that we do not support. Moreover, if our products and technology
are not compatible with new developments from industry leaders such as
Microsoft, our business, results of operations and financial condition could be
materially and adversely affected.
SPEECHSWITCH FACES AGGRESSIVE COMPETITION IN MANY AREAS OF THE BUSINESS, AND THE
BUSINESS WILL BE HARMED IF SPEECHSWITCH FAILS TO COMPETE EFFECTIVELY.

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

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

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

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

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

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

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

     Mr. Mahoney will have the right to convert $190,000 of indebtedness,
together with any accrued but unpaid interest on the indebtedness, into 190,000
shares (plus shares receivable upon conversion of accrued and unpaid interest on
the promissory note) of SpeechSwitch Class B Common Stock, which Class B Common
Stock is convertible into the number of shares of Class A Common Stock
determined by dividing the number of shares of Class B Common Stock being
converted by a 20% discount of the lowest price at which SpeechSwitch had ever
issued its Class A Common Stock. Interest accrues on the outstanding principal
balance of the note at the prime rate plus 2% per annum. There is no limitation
on the number of shares of Class A Common Stock we may be required to issue to
Mr. Mahoney upon the conversion of this indebtedness. Each share of Class B
Common Stock has voting rights equal to 100 shares of Class A Common Stock. If
Mr. Mahoney converts his indebtedness into 190,000 shares of Class B Common
Stock, he will have voting rights equal to 19,000,000 shares of Class A Common
Stock and will have control over the management and direction of SpeechSwitch,
including the election of directors, appointment of management and approval of
actions requiring the approval of stockholders.

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

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

     We have only recently assembled our management team as part of the
Distribution and changes in our operating structure. Some members of our
management team have worked with each other in the past, although at this time
we cannot assess the effectiveness of their working relationships after the
Distribution. As a result, we may be unable to effectively develop and sell our
software products and SpeechSwitch, as a business, may fail.
SPEECHSWITCH RELIES ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS WHICH MAY
NOT REMAIN UNIQUE TO SPEECHSWITCH.

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

     We have obtained three patents and have one pending patent application on
our proprietary technology that we believe to be material to our future success
and may obtain additional patents in the future. Our existing and future
patents, if any, may be successfully challenged and may not provide us with any
competitive advantages. Although we have obtained patents and have pending
patent applications, we may not be able to continue to develop proprietary
products or technologies that are patentable and other parties may have prior
claims.

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

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

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

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

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

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

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

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

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

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

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

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

RISKS RELATED TO THIS OFFERING

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

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

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

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

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

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

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

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

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

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

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

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

     The Class A Common Stock to be issued under the equity line of credit will
be issued at a 5% discount to the lowest closing bid price for the five
consecutive trading days immediately following the notice date of an advance.
These discounted sales could cause the price of our common stock to decline.
Further, because the investor under the equity line of credit will acquire
our Class A Common Stock at a discount, it will have an incentive to sell
immediately in order to realize a gain on the difference. This incentive to sell
immediately into the public market to realize a gain on the difference
accelerates if the market price of our Class A Common Stock declines.

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

     The selling stockholders intend to sell the shares of Class A Common Stock
being registered in this offering in the public market. That means that up to 4
million shares of Class A Common Stock, the number of shares being registered in
this offering, may be sold. Such sales may cause our stock price to decline.

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

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

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

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

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

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

              SPECIAL NOTE REGARDING FORWARDING-LOOKING STATEMENTS

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

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

                            SELLING SECURITY HOLDERS

SELLING SHAREHOLDERS

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

     NAME                   TITLE OF CLASS            SHARES OFFERED FOR RESALE
     --------------------   ------------------------  --------------------------
     Jerome R. Mahoney      Class A Common Stock      2,000,000(1)
     --------------------   ------------------------  --------------------------
     Lawrence A. Muenz      Class A Common Stock      500,000(2)
     --------------------   ------------------------  --------------------------
   _______________

   (1) Represents Class A Common Stock shares that may be granted from the
   SpeechSwitch, Inc. Directors' and Officers' Plan to repay a portion of
   deferred compensation and/or expenses equal to $85,453 as of September 30,
   2005.

   (2) Represents Class A Common Stock shares that may be granted from the Plan
   to repay a portion of legal fees and/or expenses equal to $14,882 as of
   September 30, 2005.

     The following table sets forth information as of December 6, 2005 with
respect to the beneficial ownership of our common stock before the offering by
the selling security holders. As we have no way of knowing in advance the number
of shares that may be issued pursuant to the exercise of stock options or the
issuance of stock from the award of stock, the table of Beneficial Ownership
reflects the ownership by selling shareholders as if they had converted all of
the wages owed to them into Class A Common Stock. At present, we have only two
officers and directors and therefore, these individuals are the only selling
shareholders that can be listed at the present time. In future, other
individuals may be elected to serve as an officer and/or director and the number
of selling shareholders may increase or decrease. The following calculations of
the percent of outstanding shares are based on 10,013,984 shares of our common
stock outstanding as of the date of the table. Beneficial ownership includes
shares issuable upon exercise of warrants, options, conversion of notes payable
into common stock or the conversion of wages payable into common stock that are
exercisable within sixty days of the date of the table. Beneficial ownership
and, accordingly, percent of class ownership, are calculated according to
Securities and Exchange Commission Rule 13d-3.

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

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

   OWNERSHIP OF BENEFICIAL HOLDERS

The following table sets forth, as of December 6, 2005 information with respect
to the beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding shares, (ii) each
director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
COMMON STOCK
                                                    BENEFICIALLY   PERCENTAGE
     NAME                    TITLE OF CLASS         OWNED          OWNERSHIP
     ---------------------   --------------------   ------------   ------------
     Jerome R. Mahoney       Class A Common Stock          0(1)        0%(1)
     ---------------------   --------------------   ------------   ------------
                             Class B Common Stock    275,453(2)      100%(2)
     ---------------------   --------------------   ------------   ------------
                             Class C Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
     Bruce R. Knef           Class A Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
                             Class B Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
                             Class C Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
     All directors and       Class A Common Stock          0(1)        0%(1)
     executive officers as
     a group (2 persons)
     ---------------------   --------------------   ------------   ------------
                             Class B Common Stock    275,453(2)        0%(2)
     ---------------------   --------------------   ------------   ------------
                             Class C Common Stock          0           0%
     ---------------------   --------------------   ------------   ------------
   _______________

   (1) Does not give effect to the right of Mr. Mahoney pursuant to the
   promissory note to be executed by SpeechSwitch in favor of Mr. Mahoney in the
   amount of $190,000 to convert $190,000 of indebtedness plus accrued and
   unpaid interest into more than 190,000 shares of Class B Common Stock which
   is convertible into the number of shares of our Class A Common Stock,
   determined by dividing the number of shares of our Class B Common Stock being
   converted by a 20% discount of the lowest price at which SpeechSwitch had
   ever issued its Class A Common Stock. There is no limitation on the number of
   shares of our Class A Common Stock we may be required to issue to Mr. Mahoney
   upon the conversion of this indebtedness.

   (2) Mr. Mahoney may at his option convert the $190,000 promissory note held
   by him into Class B Common Stock of SpeechSwitch at a rate of one dollar per
   share. Such Class B Common Stock is convertible at any time into shares of
   our Class A Common Stock at a rate equal to 80% of the lowest price that
   SpeechSwitch issues shares of Class A Common Stock subsequent to the date of
   the note. Thus by virtue of Mr. Mahoney's right to convert $190,000 of
   indebtedness plus accrued and unpaid interest into more than 190,000 shares
   of our Class B Common Stock, Mr. Mahoney is deemed to beneficially own such
   shares for the purpose of computing the percentage of ownership by him, but
   such shares are not treated as outstanding for the purpose of computing the
   percentage ownership of any other person. Represents 85,453 Class B Common
   Stock shares that may be issued, at the option of Deep Field Technologies, to
   repay a portion of deferred compensation and/or expenses equal to $85,453 as
   of September 30, 2005

                              PLAN OF DISTRIBUTION

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

          o    ordinary brokerage transactions and transactions in which the
               broker-dealer solicits purchasers;
          o    trades in which the broker-dealer will attempt to sell the shares
               as agent but may position and resell a portion of the block as
               principal to facilitate the transaction;

          o    purchases by a broker-dealer as principal and re-sales by the
               broker-dealer for its own account;
          o    an exchange distribution in accordance with the rules of the
               applicable exchange;
          o    privately negotiated transactions;

          o    short sales, which are contracts for the sale of shares of stock
               that the seller does not own, or certificates for which are not
               within his control, so as to be available for delivery at the
               time
when, under applicable rules, delivery must be made;
          o    transactions to cover short sales;
          o    broker-dealers may agree with the selling security holder to sell
               a specified number of shares at a stipulated price per share;
          o    a combination of any of these methods of sale; or o any other
               method permitted by applicable law

     The sale price to the public may be:

          o    the market price prevailing at the time of sale;
          o    a price related to the prevailing market price;
          o    at negotiated prices; or
          o    such other price as the selling security holder determines from
               time to time.

     The shares may also be sold under Rule 144 under the Securities Act of
1933, as amended, if available, rather than under this prospectus.

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

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

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

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

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

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

     We have agreed to pay all fees and expenses incident to the registration of
the shares.
LIMITATION OF LIABILITY: INDEMNIFICATION

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

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

                                     EXPERTS

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

                                  LEGAL MATTERS

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

                          TRANSFER AGENT AND REGISTRAR

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

                       WHERE YOU CAN FIND MORE INFORMATION

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

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

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

     All trademarks or trade names referred to in this prospectus are the
property of their respective owners.
INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

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

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

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

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

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

                               SpeechSwitch, Inc.
                                 750 Highway 34
                                Matawan, NJ 07747
                                 (973) 422-9644
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

     The effect of these provisions is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of fiduciary
duty of care as a director (including breaches resulting from negligent or
grossly negligent behavior) except in certain limited situations. These
provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS

          4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan

          4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive
                Plan.

          5.1.  Legal Opinion of Meritz & Muenz LLP.

          23.   Consent of Experts and Counsel

                23.1   Consent of Bagell, Josephs, Levine & Company, L.C.C.

                23.2   Consent of Meritz & Muenz LLP. (See Exhibit 5.1)

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Livingston, New Jersey, on December 14, 2005.

                 SPEECHSWITCH, INC.

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

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

s/Bruce Knef                                Date:    December 14, 2005
---------------------------
Bruce Knef, President,
Chief Executive Officer and
Principal Financial Officer
Director

s/Jerome Mahoney                            Date:    December 14, 2005
---------------------------
Jerome Mahoney
Non-Executive Chairman and
Director

                  SPEECHSWITCH, INC. 2005 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Incentive Stock Plan, as amended have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Livingston, New Jersey, on December 14, 2005.

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

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

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the SpeechSwitch, Inc. 2005
Directors' and Officers' Incentive Stock Plan, as amended have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Livingston, New Jersey, on December 14, 2005.

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

          4.1   SpeechSwitch, Inc. 2005 Stock Incentive Plan

          4.2   SpeechSwitch, Inc. 2005 Directors' and Officers' Stock Incentive
                Plan.

          5.1.  Legal Opinion of Meritz & Muenz LLP.

          23.   Consent of Experts and Counsel

                23.1   Consent of Bagell, Josephs, Levine & Company, L.C.C.

                23.2   Consent of Meritz & Muenz LLP. (See Exhibit 5.1)