SOURCE: iVoice, Inc.

May 07, 2007 09:55 ET

iVoice, Inc. Withdraws SB-2 Registration Statement for 1.1 Billion Shares

MATAWAN, NJ -- (MARKET WIRE) -- May 7, 2007 -- On May 1, 2007, iVoice, Inc. (OTCBB: IVOI) filed a formal request with the Securities and Exchange Commission for withdrawal of the Company's Registration Statement previously filed on Form SB-2 for the registration of 1,122,178,413 billion shares of common stock issuable upon the conversion of certain convertible debentures (the "Convertible Debentures") previously sold to Cornell Capital Partners, LP ("Cornell") by the Company.

Pursuant to the terms of the Convertible Debentures, the Company is obligated to issue shares of our Class A Common Stock to Cornell upon conversion of the outstanding principal balance and accrued interest of the Convertible Debentures. As a result of the withdrawal of this Registration Statement, Cornell may only sell the Company's shares issued upon the conversion of the Convertible Debentures pursuant to Rule 144. Under the terms of the Convertible Debentures, Cornell may not beneficially own more than 4.9% of our outstanding Class A Common Stock at any one time. However, as Cornell can repeatedly acquire and thereafter sell shares received from the conversion of the Convertible Debentures, restricted by the limitations of Rule 144, these Cornell conversions will have an effect upon the total number of outstanding shares of the Company.

About iVoice, Inc.:

iVoice has determined that the best way to create shareholder value is to implement new business opportunities by distributing shares of spin-offs to the Company's shareholders. The company is also focused on the development and licensing of proprietary technologies. We also continue to search for potential merger candidates with or without compatible technology and products.

Certain information included in this press release, 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 press release 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.

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