iVoice, Inc.(fka IVOI)

[Mr. Smith]

NOTE 3 – GOING CONCERN

The Company has negative cash flows from operations, negative working capital and recurring losses from operations. These issues raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn, is dependent upon the Company’s ability to raise capital and/or generate positive cash flow from operations.

Since the spin-off of the three operating subsidiaries in 2005, the Company has transitioned itself into a company focused on the development and licensing of proprietary technologies. Following the sales of patents to Lamson Holdings LLC, the Company has 2 remaining patent applications, which have been awarded or are pending. These applications include various versions of the “Wirelessly Loaded Speaking Medicine Container”, which is also filed internationally and “Wireless Methodology for Talking Consumer Products” which is also filed internationally.