SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________________
Commission file number _________________________
IVOICE.COM
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 86-0974165
--------------------------------------------------------------------------------
(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
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES |X| NO |_|
Number of shares of iVoice.com's. common stock, $.01 par value, outstanding as
of June 30, 2000 97,650,037
<PAGE>
IVOICE.COM, INC.
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Balance Sheets - June 30, 2000 and December 31, 1999 1
Statements of Operation -
For the three months ended June 30, 2000 and 1999
and six months ended June 30, 2000 and 1999 2
Statements of Cash Flows -
For the six months ended June 30, 2000 and 1999 3 - 4
Notes to the financial statements 5 - 9
Item 2.Management's Discussion and Analysis of Financial
Condition and Results of Operations 10 - 11
PART II. OTHER INFORMATION
Item 1.Legal Proceedings 12
Item 2.Changes in Securities 12
Item 3.Defaults upon Senior Securities 12
Item 4.Submission of Matters to a Vote of Security Holders 12
Item 5.Other Information 12
Item 6.Exhibits and Reports on Form 8-K 12 - 14
<PAGE>
IVOICE.COM, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 135,886 $ 195,861
Accounts receivable, net of allowance for
doubtful accounts of $20,000 and $50,000 222,308 31,726
Inventory 21,195 10,140
Prepaid expenses and other current assets 68,261 52,100
Debt issue costs 255,541 362,541
----------- -----------
Total current assets 703,191 652,368
PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $28,024 and $17,836 158,305 55,408
OTHER ASSETS
Software license costs, net of accumulated
amortization of $108,800 and $54,400 435,200 489,600
Deposits and other assets 13,900 --
Goodwill, net of accumulated amortization of $1,526 and $-0- 226,255 --
----------- -----------
Total other assets 675,355 489,600
----------- -----------
TOTAL ASSETS $ 1,536,851 $ 1,197,376
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 232,846 $ 181,754
Obligations under capital leases - current 25,668 --
Legal settlement payable -- 4,800,000
Due to related parties 21,000 21,000
Convertible debentures 500,000 350,000
----------- -----------
Total liabilities 779,514 5,352,754
----------- -----------
LONG-TERM DEBT
Obligation under Captial leases - non-current 62,985 --
----------- -----------
Total liabilities 842,499
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' DEFICIENCY
Common stock, series A - par value $.01; authorized
150,000,000 and 75,000,000 shares, 97,650,037
54,093,663 issued and outstanding 976,500 540,937
Common stock, series B - no par value; authorized 700,000
shares; 394,000 and 700,000 shares issued & outstanding 40 70
Additional paid in capital 7,140,642 1,395,671
Accumulated deficit (7,422,830) (6,092,056)
----------- -----------
Total stockholders' deficiency 694,352 (4,155,378)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,536,851 $ 1,197,376
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statement.
- 1 -
<PAGE>
IVOICE.COM, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
SALES, net $ 104,371 $ 110,706 $ 501,719 $ 210,321
COST OF SALES 60,125 62,484 161,802 120,799
----------- ----------- ----------- -----------
GROSS PROFIT 44,246 48,222 339,917 89,522
----------- ----------- ----------- -----------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
Selling expenses 140,787 19,110 253,774 20,572
General and administrative expenses 472,848 129,394 898,475 191,589
Research and development 98,989 -- 108,609 --
Bad debt expense 15,000 10,625 22,500 21,250
Depreciation and amortization 35,211 797 66,114 1,595
----------- ----------- ----------- -----------
Total selling, general and administrative expenses 762,835 159,926 1,349,472 235,006
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (718,589) (111,704) (1,009,555) (145,484)
OTHER EXPENSE
Interest expense 176,969 -- 321,219 --
----------- ----------- ----------- -----------
Total other expenses 176,969 -- 321,219 --
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (895,558) (111,704) (1,330,774) (145,484)
PROVISION FOR INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET LOSS $ (895,558) $ (111,704) $(1,330,774) $ (145,484)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE
Basic $ (0.01) $ (.00) $ (0.02) $ (0.00)
=========== =========== =========== ===========
Diluted $ (0.01) $ (.00) $ (0.02) $ (0.00)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statement.
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<PAGE>
IVOICE.COM, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $(1,330,774) $ (145,484)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities
Depreciation and amortization 66,114 1,595
Bad debt expense 22,500 21,250
Amortization of debt issue costs 288,500 --
Common stock issued for consulting services 336,619 32,000
Common stock issued for compensation 50,938 --
Changes in certain assets and liabilities:
Accounts receivable (213,082) 71,334
Inventory (11,055) (2,500)
Accounts payable and accrued liabilities 51,092 (24,994)
Legal settlement payable (300,000) --
Other assets (30,061) --
----------- -----------
Total cash provided by (used in) operating activities (1,069,209) (46,799)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (113,085) (1,189)
Purchase of goodwill (150,000) --
----------- -----------
(263,085) (1,189)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 746,000 --
Proceeds from exercise of options on common stock 319,166 90,000
Prepaid offering and debt issue costs (31,500) --
Increase in borrowing under capital lease obligations 92,895
Repayment of notes payable (4,242) --
Sale of convertible debentures 150,000 --
----------- -----------
Total cash provided by (used in) financing activities 1,272,319 90,000
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS (59,975) 42,012
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 195,861 71,328
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 135,886 $ 113,340
----------- -----------
CASH PAID DURING THE PERIOD FOR:
Interest expense $ 3,577 $ --
=========== ===========
Income taxes $ -- $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statement.
- 3 -
<PAGE>
IVOICE.COM, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
a) During the six months ended June 30, 2000, the Company converted a
$4,500,000 legal settlement payable into 2,000,000 shares of its class A
restricted common stock.
b) During the six months ended June 30, 2000, the Company issued $150,000 of
its 12% convertible debentures exercisable at a 50% conversion price. The
50% conversion discount totaling $150,000 was recorded as a prepaid debt
issue cost and will be amortized over the life of the debt.
c) During the six months ended June 30, 2000, the Company issued 456,429
shares of its restricted class A common stock for services valued at
$368,072.
d) During the six months ended June 30, 2000, 179,898 of options were
exercised at the strike price of $0.1035 per share. These shares were
exercised for $18,619 of services performed by the option holder.
e) During the six months ended June 30, 2000, the Company issued 50,000
shares of its restricted class A common stock to Corporate Architects,
Inc. with a value of $46,875 for the purchase of ThirdCAI, Inc.
f) During the six months ended June 30, 2000, the Company issued 30,000
shares of its restricted class A common stock as compensation valued at
$50,938.
The accompanying notes are an integral part of the financial statement.
- 4 -
<PAGE>
IVOICE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for
a fair presentation have been included. The balance sheet of the Company
as of December 31, 1999 has been derived from the audited balance sheet of
the Company as of that date.
For further information, refer to the financial statements and footnotes
included in Form 10-SB for the year ended December 31, 1999.
The result of operations for the six month periods ended June 30, 2000 and
1999 are not necessarily indicative of the results to be expected for the
full year.
The accompanying financial statements include the accounts of iVoice.com,
Inc. (the "Company" or "iVoice"), formerly known as Visual Telephone
International, Inc. ("Visual"), which was incorporated under the laws of
Utah on December 2, 1995, subsequently changed to Delaware.
Effective May 21, 1999, Visual and International Voice Technologies, Corp.
("IVT") entered into a merger agreement whereby the Company would be the
surviving entity. As a result, IVT's former shareholder obtained control
of Visual. For accounting purposes, this acquisition has been treated as a
recapitalization of IVT.
On April 24, 2000, the Company filed to amend its Articles of
Incorporation to state that Class B common stock is convertible into its
Class A common stock at a conversion rate of one share of Class B common
stock for one hundred shares of Class A common stock. The conversion ratio
is in relation to the voting ratio.
On April 21, 2000, the Company executed an agreement and plan of
reorganization with ThirdCAI, Inc. ("ThirdCAI"), a fully reporting holding
company. The agreement stipulates that ThirdCAI and the Company would be
merged and the Company would be the surviving entity. The Company issued
50,000 shares for all outstanding shares of ThirdCAI. A finders fee of
$150,000 is also payable in relation to the agreement
- 5 -
<PAGE>
IVOICE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share
SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings
per share ("Basic EPS") and diluted earnings per share ("Diluted EPS").
The computation of basic earnings per share is computed by dividing income
available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted earnings per share
gives effect to all dilutive potential common shares outstanding during
the period. The computation of diluted EPS does not assume conversion,
exercise or contingent exercise of securities that would have an
anti-dilutive effect on earnings. The shares used in the computations are
as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- --------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic and Diluted 81,759,579 29,575,882 70,202,758 21,186,218
</TABLE>
NOTE 2 - CONVERTIBLE DEBENTURES
As of June 30, 2000 and December 31, 1999, convertible debentures
consisted of ten and six notes payable totaling $500,000 and $350,000,
respectively, bearing interest at 12% per annum payable on December 1,
2000. These debentures are convertible into shares of the Company's Class
A Common Stock at the option of the holder by dividing the outstanding
principal and interest by the conversion price which shall equal 50% of
the average bid price during the 20 trading days before the conversion
date. The convertible debentures are subject to default if the Company has
not registered its shares under a regulation offering within 150 days of
the effective date of the debentures. As of June 30, 2000, the Company has
not registered any shares under a regulation offering and is in default
under this agreement.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company was a party to a lawsuit initiated by an individual on
November 1, 1999 relating to an investment made into an entity called IVS
Corp. ("IVS"). This investment was made between the years 1994 and 1996.
IVS was incorporated in 1993 and ceased operations in November 1997. The
majority shareholder of IVS is the majority shareholder and CEO of the
Company. The Company settled this lawsuit during March 2000. As
settlement, the Company paid $300,000 in cash and issued 2,000,000 shares
of its Class A common stock.
- 6 -
<PAGE>
IVOICE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE 3 - COMMITMENTS AND CONTINGENCIES (Continued)
On March 27, 2000, the Company entered into a definitive agreement to
acquire MaiSoft, Inc. ("MaiSoft"). MaiSoft possesses unified messaging
technology which will be integrated with the Company's present technology.
The terms of the agreement specify that the Company will pay $1,000,000 in
cash and issue 2,400,000 shares of its class A common stock in exchange
for certain assets of Maisoft. The agreement is subject to a repricing
mechanism after one year based upon certain levels of the Company's common
stock price. On May 25, 2000, this transaction has been cancelled.
On April 24, 2000, the Company terminated its agreement with their former
investment banking firm. The Company had agreed to issue shares of its
restricted Class A common stock as settlement for all obligations relating
to their agreement. This settlement was contingent upon the closing of the
Maisoft acquisition which, subsequently, did not close. No shares were
issued to the former investment banking firm under this agreement.
On May 17, 2000, the Company was de-listed from the Over-the-Counter
Bulletin Board (OTCBB) Market System for failure to comply with the
Eligibility Rule adopted by the National Association of Securities Dealers
(NASD) and approved by the Securities and Exchange Commission (SEC) on
January 5, 1999. This rule permits only those companies that report their
current financial information to the SEC, banking or insurance regulators
to be quoted on the OTCBB. As of the date of this filing, the Company has
filed all required documentation in order to be listed on the OTCBB and is
awaiting final approval on it's filings from the SEC. The Company
currently trades in the "Pink Sheets" under the symbol IVOC.
In April 2000, the Company entered into a non-cancelable lease commitment
for office furniture and equipment for it's Matawan, New Jersey facility.
The lease calls for 36 equal monthly payments of $2,150.69 plus applicable
state sales taxes. The lease, payable to JDR Capital Corporation, has a $1
purchase option and imputed interest rate of 20.78%.
On April 19, 2000, the Company entered into a letter of intent with an
investment banking firm to issue a minimum of $1,000,000 and a maximum of
$5,000,000 of 6% convertible debentures, due in one year, on a "best
efforts" basis. On May 10, the agreement automatically terminated without
penalty and no additional obligations exist under such financing
arrangement. This letter of intent expired as of June 30, 2000.
In June 2000, the Company entered into a non-cancelable lease commitment
for computer equipment for it's Matawan, New Jersey facility. The lease
calls for 36 equal monthly payments of $1,366.87, which includes
applicable state sales taxes. The lease, payable to Fisher-Anderson, LLC,
has a $1 purchase option an imputed interest rate of 22.31%.
- 7 -
<PAGE>
IVOICE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE 4 - COMMON STOCK
The Company issuance of common stock for the six months ended June 30,
2000 is as follows:
a) Class A Common Stock
Class A common stock consists of the following as of June 30, 2000 and
December 31, 1999: 150,000,000 and 75,000,000 shares of authorized common
stock with a par value of $.01, respectively. Class A stock has voting
rights of 1:1 and as of June 30, 2000 and December 31, 1999, 97,650,037
and 54,093,663 shares were issued and outstanding, respectively.
Each holder of Class A Common stock is entitled to receive ratably
dividends, if any, as may be declared by the Board of Directors out of
funds legally available for the payment of dividends. As of June 30, 2000
and December 31, 1999, the Company has not paid any dividends on its
Common Stock.
For the six months ended June 30, 2000, the Company issued 456,429 shares
of its Class A common stock for services rendered.
During April 2000, the Company sold 1,240,047 shares of its Class A common
stock for approximately $750,000.
For the six months ended June 30, 2000, the Company issued 30,000 shares
of its Class A common stock to its officers as compensation.
For the six months ended June 30, 2000, options were exercised for
9,179,898 shares of Class A common stock.
During the six months ended June 30, 2000, the Company issued 50,000
shares of its restricted class A common stock to Corporate Architects,
Inc. for the purchase of ThirdCAI, Inc.
For the six months ended June 30, 2000, the Company issued 2,000,000
shares of Class A common stock for legal settlements.
On May 2, 2000, 306,000 shares of class B common stock was converted to
Class A common stock at a ratio of 100 to 1. 30,600,000 shares of Class A
common stock were issued as of June 30, 2000.
- 8 -
<PAGE>
IVOICE.COM, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE 4 - COMMON STOCK (Continued)
b) Class B Common Stock
Class B Common Stock consists of 700,000 shares of authorized common stock
with no intrinsic value. Class B stock has voting rights of 100 to 1 with
respect to Class A Common Stock. As of June 30, 2000 and December 31,
1999, 394,000 and 700,000 shares were issued and outstanding. Class B
common stockholders are not entitled to receive dividends.
- 9 -
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations ("MD&A") should be read in conjunction with our Financial Statements
included herein.
RECENT DEVELOPMENTS
June 30, 2000 Compared to June 30, 1999
Revenues are derived primarily from the sale of voice and computer technology
communication systems for small-to-medium sized businesses and corporate
departments. Total revenues for the three and six months ended June 30, 2000
were $104,371 and $501,719, respectively, as compared to $110,706 and $210,321
for the three and six months ended June 30, 1999, a decrease of ($6,335) and an
increase of $291,398 or (5.7%) and 138.5%, respectively. The decrease in the
three month period ending June 30 was primarily the result of the Company's
focus on matters other than sales, such as additions to Company technical
personnel and the Company's compliance with the OTC-BB Eligibility Rule and
subsequent delisting from the Over-the-Counter Bulletin Board. The decrease in
revenues from the first quarter of 2000 was due to the completion of previously
incomplete customer installations and subsequent revenue recognition on those
installations in the quarter ending March 31, 2000 which were not available in
the current quarter.
Unless special arrangements are made, the Company receives 50% of the contract
as a down payment on any product purchased with the balance due upon completion
of the installation. The Company recognizes its revenue using the percentage of
completion method. The Company determines the expected costs on a particular
installation by estimating the hardware costs and anticipated labor hours to
configure and install a system. Revenues are then recognized in proportion to
the amount of costs incurred as of the reporting date over the total estimated
costs anticipated. As of June 30, 2000, in addition to several smaller
installation projects, the Company had four (4) contracts for the installation
of its products each with a total contract price in excess of $99,000. The
progress towards the completion of these contracts on a percentage basis ranges
from 10% to 50%. The Company expects these contracts to be fully completed by
the end of the fourth quarter reporting period. The Company accepts company
checks or Visa/Mastercard.
Gross margin for the three and six months ended June 30, 2000 was $44,246 and
$339,917 or 42.3% and 67.8%, respectively, as compared to $48,222 and $89,522 or
43.6% and 42.6% for the three and six months ended June 30, 1999. The gross
margin is dependent, in part, on product mix, which fluctuates from time to
time; complexity of a communication system installation which determines
necessary hardware requirements and may not have a proportionate relationship
with the system selling price; and the ability of Company technology personnel
to efficiently configure and install the Company's communicaitons products.
While in the current quarter ending June 30, 2000, the change in gross margin
was slightly less due to product mix, the $250,395 increase in gross margin for
the six months ended June 30, 2000 from the six months ending June 30, 1999 was
primarily due to the recognition of revenues on projects that were not hardware
intensive and improved installation and configuration efficiencies.
- 10 -
<PAGE>
Operating expenses increased from $159,926 and $235,006 for the three and six
months ended June 30, 1999 to $762,835 and $1,349,472 for the three and six
months ended June 30, 2000 or an increase of $602,909 and 1,114,466 or 377.0%
and 474.2%, respectively. The increases are primarily due to an increase in
personnel costs followed by professional fees. Operating expenses for the three
and six months ended June 30, include expenses of $98,989 and $108,609,
respectively, for research and development costs incurred to develop new
products and enhance existing products. These costs were not incurred in the
same periods for the prior year. Also included in operating expenses were
depreciation and amortization charges of $35,211 and $66,114 for the three and
six month periods ending June 30, 2000 versus $797 and $1,595 for the same three
and six month periods of 1999. As of June 30, 2000, the Company had 19 full-time
employees, two part-time employees and two full-time consulting developers for a
total of 23 individuals.
The loss from operations for the three and six months ended June 30, 2000 was
$718,589 and $1,009,555 compared to $111,704 and $145,484 for the three and six
months ended June 30, 1999, an increase of $606,885 and $864,071, respectively.
Interest expense of $176,969 and $321,219 was incurred for the three and six
month period ending June 30, 2000 related to the amortization of debt issue
costs and capital lease transactions entered into in the current period.
Interest expense was not incurred in the same periods of the prior year.
Net loss for the three and six month period ending June 30, 2000 was $895,558
and $1,330,774 as compared to $111,704 and $145,484 for the three and six months
of 1999. The increase in net loss of $783,854 and $1,185,290 was a result of the
factors discussed above.
Liquidity and Capital Resources
The Company is funding its current operations principally from its operations.
However, the Company is operating on a negative cash flow basis and anticipates
it will require additional financing during the final quarter of 2000. To
achieve the Company's growth potential it will requires additional amounts of
capital. There is no assurance that the Company can obtain any such financing on
terms that will enable the Company to implement its long-term growth strategy.
Accordingly, the Company's viability for the foreseeable future is questionable
if additional funding is not obtained. The Company will attempt to obtain such
funds through venture capital, or other private or public financing. The Company
has started to reduce spending in order to cover day to day operations as best
as possible with the current cash flow. However, there can be no assurance that
such funds will be available, or if available, the cost of such funds to the
Company.
- 11 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGE IN SECURITIES
<TABLE>
<CAPTION>
Amount of
Date of Transaction Type of Securities Securities Sold Description of the Transaction
------------------------ ------------------- --------------- ------------------------------
<S> <C> <C> <C>
</TABLE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 - Financial Data Table
(b) Reports filed on Form 8-K.
None.
- 12 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned therunto duly authorized.
iVoice.com, Inc.
By: /s/ Jerome R. Mahoney
-------------------------------------
Jerome R. Mahoney, President
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