iVoice, Inc.(fka IVOI)

[TraderTim]

Just from the SB-2 filing friday states shares going to be available to sell I suppose anytime now - total says 4.7 bil up for sale ... looks like they trying to raise more cash and CEO selling some of that from personal holdings....


May be just too heavy to head up after this .... so on the sidelines recalculating for now here.... maybe take a more technical stance and buy breakouts or dips or just move on to look for something else with gain potential....


4,700,000,000 Shares of Class A Common Stock

This prospectus relates to the sale of up to 4,700,000,000 shares of
Class A common stock of iVoice, Inc. by the selling stockholders named in this
prospectus. Please refer to "Selling Stockholders" beginning on page 10. We are
not selling any shares of Class A common stock and, therefore, will not receive
any proceeds from the sale of shares of Class A common stock by the selling
stockholders. We will, however, receive proceeds from the sale of shares of our
Class A common stock under a standby equity distribution agreement, also
referred to as an "Equity Line of Credit Agreement," entered into with Cornell
Capital Partners, L.P. on December 31, 2003.

Our shares of Class A common stock are traded on the Over-the-Counter
Bulletin Board under the symbol "IVOC." On December 30, 2003, the last reported
sale price of our Class A common stock was $0.0028 per share. Nevertheless, the
prices at which the selling stockholders may sell the shares offered hereby will
be determined by the prevailing market price for the shares or in negotiated
transactions.

The selling stockholders are:

o Cornell Capital Partners, which intends to sell up to
3,993,939,394 shares of our Class A common stock.
o CapStone Investments which intends to sell up to 3,030,303
shares of our Class A common stock.
o Butler Gonzalez LLP, which intends to sell up to 3,030,303
shares of our Class A common stock.
o Jerome R. Mahoney, our president and chief executive
officer, who intends to sell up to 700,000,000 shares of our
Class A common stock.

Cornell Capital Partners is an "underwriter," within the meaning of the
Securities Act of 1933, in connection with its sale of shares of our Class A
common stock it receives under the Equity Line of Credit Agreement. On the date
of each advance under the Equity Line of Credit Agreement, we will issue to
Cornell Capital Partners shares of Class A common stock at a per share purchase
price equal to the lowest closing bid price of our Class A common stock on the
Over-the-Counter Bulletin Board during the five consecutive trading day period
immediately following our request for such advance, subject to the provisions of
the Equity Line of Credit Agreement. Pursuant to the Equity Line of Credit
Agreement, we (i) agreed to pay to Cornell Capital Partners a cash fee equal to
5.5% of the amount of each advance and (ii) issued to Cornell Capital Partners
300,000,000 shares of our Class A common stock as a one-time commitment fee. The
5.5% cash fee and the one-time commitment fee are underwriting discounts.

We engaged CapStone Investments, a registered broker-dealer, to act as
placement agent in connection with the Equity Line of Credit Agreement. As
payment for its placement agent services, we issued CapStone Investments an
aggregate of 3,030,303 shares of Class A common stock.

Investing in these securities is speculative and involves a high degree
of risk. Please refer to "Risk Factors" beginning on page 4.

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 information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.