Room 4561
January 12, 2006
Mr. Jerome R. Mahoney
Chairman of the Board
iVoice Technology, Inc.
750 Highway 34
Matawan, New Jersey 07747
Re: iVoice Technology, Inc.
Registration Statement on Form SB-2 filed December 19, 2005
File No. 333-130472
Dear Mr. Mahoney:
This is to advise you that we have limited our review of the
above filings to the matters addressed in the comments below.
Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form SB-2
Facing Page
1. Footnote (1) to your fee calculation table suggests that the
325,000 shares as a structuring fee and the 150,000 shares as a
commitment fee being registered remain to be issued. Your
disclosure
appears to suggest that such shares have been issued. Please
reconcile.
Prospectus Cover Page
2. Your disclosure of the different components of the fee
arrangement
for Cornell Capital with respect to each purchase of shares under
the
equity line financing appears unnecessarily confusing. Your
disclosure of the fee arrangement for Cornell Capital consisting
of
the 5% discount to market price and the 6% retention of investment
proceeds appear unnecessary in light of your disclosure of the
effective discount of 20% and your detailed discussion of the fee
arrangement elsewhere. We will not object to a cross reference to
a
page of the summary or the body of the filing where you discuss
the
discount and "retention" compensation arrangements with the
underwriter separately.
Selling Stockholders, page 23
3. Please disclose the natural persons who exercise the voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by Monitor Capital. Please see Interpretation I.60 of our
July 1997 Manual of Publicly Available Telephone Interpretations
and
Interpretation 4S of the Regulation S-K portion of the March 1999
supplement to our Manual of Publicly Available Telephone
Interpretations.
4. Please explain to us the specific nature of the services
provided
or to be provided by Monitor Capital as your placement agent in
light
of your negotiated non-binding letter of commitment on March 9,
2005
regarding the equity line of credit. Explain the basis on which
the
services performed or to be performed were valued. Tell us
whether
Cornell Capital or any equity owners, officers or directors of
Cornell Capital hold equity interests in Monitor Capital. Please
describe any such ownership interests in Monitor Capital.
5. Please update the information provided in this section and in
your
security ownership disclosure to a date as close as practicable to
the desired effective date.
Equity Line of Credit, page 27
6. As you have disclosed on the prospectus cover page, please
disclose in this section the effective discount rate afforded to
Cornell Capital under the equity line arrangement and discuss how
this effective rate was determined. Providing an example
calculation
may afford investors with a better understanding of the fee
arrangement with Cornell Capital.
Item 27. Exhibits
7. We will review counsel`s opinion with respect to the shares
being
registered when that document is submitted, and may have comments
at
that time. We will review a "form of" opinion included with a
pre-
effective amendment if you elect to provide such a document;
however,
the final amendment should include a currently dated legality
opinion.
Item 28. Undertakings
8. The undertaking set forth in Item 512(a) of Regulation S-B has
recently been revised. Please update.
* * * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in the above registration statement. We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Daniel Lee at (202) 551-3477 with any
questions. If you need further assistance, you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Scott Rosenblum, Esq.
Marilyn Feuer, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 715-9100
Facsimile: (212) 715-8000