8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): March 6, 2009


                                  IVOICE, INC.
                                  ------------
             (Exact name of registrant as specified in its chapter)


NEW JERSEY                         000-29341                     51-0471976
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(State of                         (Commission                 (I.R.S. Employer
organization)                     File Number)               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
                                                    --------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On March 9, 2009, the Company entered into Amendment No 3 to the Employment
Agreement with Jerome Mahoney, President and Chief Executive Officer of the
Company whereby the term of the Employment Agreement was extended to April 30,
2016. This Amendment is filed as Exhibit 10.1 herein.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
          YEAR.

     On March 6, 2009, the Company filed with the State of New Jersey an
Amendment to the Certificate (the "Amendment") that provided holders of the
Company's Class B Common Stock (the "Class B Stock") the right to redeem the
Class B Stock. The Amendment provides for the holders to elect, at the holder's
sole discretion, the redemption for cash by the Company at the rate of $1.00 for
each Class B Share presented to the Corporation for redemption. The Amendment is
filed as Exhibit 3.1 herein.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.


(d)        Exhibits

3.1        Amendment to the Certificate of Incorporation dated March 6, 2009.

10.1       Amendment No. 3 to the Employment Agreement between iVoice, Inc. and
           Jerome Mahoney dated March 9, 2009.



SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

IVOICE, INC,

Date: March 13, 2009                  By: /s/ Jerome R. Mahoney
                                          ---------------------
                                          Jerome R. Mahoney
                                          President, Secretary and Chief
                                          Executive Officer




                                INDEX OF EXHIBITS

3.1        Amendment to the Certificate of Incorporation dated March 6, 2009.

10.1       Amendment No. 3 to the Employment Agreement between iVoice, Inc. and
           Jerome Mahoney dated March 9, 2009.

EX-3.1

                                                                     EXHIBIT 3.1
                                                                     -----------


                  AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                                       OF
                                  IVOICE, INC.


     iVoice, Inc., a corporation organized and existing under the laws of the
State of New Jersey (the "Corporation"), hereby certifies as follows:

     1. The name of the corporation is iVoice, Inc. The Certificate of
Incorporation of the Corporation was filed by the New Jersey Treasurer on April
25, 2003.

     2. This Amendment to the Certificate of Incorporation herein certified was
authorized by the unanimous written consent of the Board of Directors on March
5, 2009 pursuant to the New Jersey Business Corporation Act of the State of New
Jersey (the "Corporation Law") and by the unanimous written consent of the
holders of Class B Common Stock on March 5, 2009.

     3. The Amendment to the Certificate of Incorporation herein certified shall
enable the holders of the Class B Common Stock (the "Class B Common Stock
Share(s)") to elect, at the holder's sole discretion, the redemption for cash by
the Corporation at the rate of $1.00 for each Class B Share presented to the
Corporation for redemption.

     4. To accomplish the foregoing amendment, a new additional sentence shall
be added to the end of Article III, Capital Stock, Class B Common Stock Shares
of the Certificate of Incorporation which is hereby inserted and the entire
paragraph shall now read:


                                   ARTICLE III
                                  CAPITAL STOCK

     Class B Common Stock Shares. The par value of the Class B Common Stock
shall be $.01. Each holder of Class B Common Stock shall have the right to
convert each share of Class B Common Stock into the number of Class A Common
Stock Shares calculated by dividing the number of Class B Common Stock Shares
being converted by fifty percent (50%) of the lowest price that the Company had
previously issued its Class A Common Stock since the Class B Common Stock Shares
were issued. Every holder of the outstanding shares of the Class B Common Stock
Shares shall be entitled on each matter to cast the number of votes equal to the
number of Class A Common Stock Shares that would be issued upon the conversion
of the Class B Common Stock Shares held by that holder, had all of the
outstanding Class B Common Stock Shares held by that holder been converted on
the record date used for purposes of determining which shareholders would vote
in such an election. With respect to all matters upon which shareholders are
entitled to vote or to which shareholders are entitled to give consent, the
holders of the outstanding shares of Class B Common Stock Shares shall vote
together with Class A


Common Stock Shares without regard to class, except as to those matters on which
separate class voting is required by applicable law. There shall be no
cumulative voting by shareholders. Each Class B Common Stock Share shall receive
dividends or other distributions, as declared, equal to the number of Class A
Common Stock Shares that would be issued upon the conversion of the Class B
Common Stock Shares, had all of the outstanding Class B Common Stock Shares been
converted on the record date established for the purposes distributing any
dividend or other shareholder distribution. The holders of the Class B Common
Stock shares shall have the right to elect, at the holder's sole discretion, the
redemption for cash by the Corporation at the rate of $1.00 for each Class B
Share presented to the Corporation for redemption.

IN WITNESS WHEREOF, the Corporation has caused this Amendment of the Certificate
of Incorporation to be executed by a duly authorized officer on March 5, 2009.


iVoice, Inc.




By: /s/ Jerome Mahoney
    --------------------------
    Jerome Mahoney
    President and Chief Executive Officer

EX-10.1

                                                                    EXHIBIT 10.1
                                                                    ------------


                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

This Amendment dated March 13, 2009 (the "Amendment") to the Employment
Agreement originally dated May 1, 1999 (the "Agreement"), as amended by and
between iVoice, Inc., a New Jersey corporation, successor in interest to
iVoice.com, Inc., f/k/a International Voice Technologies Corp., a Delaware
corporation, with offices at 750 Route 34, Matawan, New Jersey 07747 (the
"Company") and Jerome Mahoney, an individual residing at ********************
(the "Executive").

     WHEREAS, the Company and the Executive mutually wish to amend the
Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:

The terms and conditions as set forth below shall amend the Employment Agreement

1. TERM. The term of the Executive's employment hereunder shall be extended to
April 30, 2016.

All of other terms of this Agreement shall remain if full force and effect and
shall remain unchanged.




     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date written below:

IVOICE, INC.



By:___________________________ Dated:______________________
           Frank Esser


Title: Director

JEROME MAHONEY



By:___________________________ Dated:______________________