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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                  21±    82K 

Document Table of Contents

Mail Stop 4-6                                                                   

December 17, 2004                                                               

Mr. Jerome R. Mahoney                                                           
Chairman of the Board                                                           
SpeechSwitch, Inc.                                                              
750 Highway 34                                                                  
Matawan, New Jersey 07747                                                       

Re:     SpeechSwitch, Inc.                                                      
Registration Statement on Form SB-2 filed November 15, 2004     
File No. 333-120507                                             

Dear Mr. Mahoney:                                                               

We have reviewed your filing and have the following comments        
which we summarized and communicated to your counsel, Scott                     
Rosenblum, Esq. of Kramer Levin Naftalis & Frankel LLP on December              
16, 2004.  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.                                                         

General                                                                         

1. Effective August 12, 2004, you entered into a standby equity                 
distribution agreement with Cornell Capital Partners for the sale               
of                                                                              
up to $10 million of your common stock, relying upon Rule 506 of                
Regulation D and/or Section 4(2) of the Securities Act.                         
Thereafter,                                                                     
you filed a registration statement concerning Cornell Capital`s                 
resale of the shares underlying the equity line.  After                         
considering                                                                     
the factual context of the proposed equity line financing, we do                
not                                                                             
believe that a binding contractual commitment for the sale of                   
shares                                                                          
under the equity line was entered into with Cornell Capital,                    
because                                                                         
at the time the equity line was entered, SpeechSwitch was (and is)              
a                                                                               
non-reporting company with no trading market.  As such, the                     
arrangement by Cornell Capital to pay for shares at a purchase                  
price                                                                           
that is effectively 87.5% of a "market price," does not represent               
an                                                                              
irrevocable commitment to purchase the equity line shares.                      
Further,                                                                        
the conditions to Cornell Capital`s purchase obligation include                 
admission of the shares to the OTC Bulletin Board, which is also                
inconsistent with a conclusion that there is a pre-existing,                    
irrevocable purchase commitment.  Please revise the disclosure                  
throughout the filing to remove any implication that there is an                
existing equity line arrangement with Cornell Capital that                      
provides                                                                        
you with a viable mechanism to obtain needed financing.                         

2. We note iVoice, Inc.`s press release dated September 9, 2004                 
regarding its intent to sell its speech engine and related                      
intellectual property to Biometric Company for $6.25 million.                   
Please                                                                          
supplementally inform us concerning the relationship between this               
speech engine technology and the technology that will be                        
contributed                                                                     
to you and the business you will conduct.                                       

Prospectus Cover Page                                                           

3. We note that Mr. Mahoney will not be receiving shares of your                
Class A common stock.  Please advise us of any other affiliates                 
who                                                                             
will not be receiving shares of your Class A common stock.                      

4. Please provide the legend specified by Item 502(b) of                        
Regulation                                                                      
S-B.                                                                            

Prospectus Summary                                                              

Overview, pp. 1-2                                                               

5. Tell us whether any of the remaining patents and patent rights               
held by iVoice includes technology that is used in the speech                   
recognition software business or whether all necessary technology               
assets will be transferred to you.  It does not appear that an                  
assignment or contribution agreement specifying the terms and                   
assets                                                                          
being transferred as well as the liabilities being incurred has                 
been,                                                                           
or is planned to be, filed as a material exhibit.  Please file                  
this                                                                            
agreement.  Please see Items 601(b)(2) and (10) of Regulation S-B.              

6. You indicate that you may expand through acquisitions.  Please               
disclose whether there are any plans, proposals or arrangements,                
whether in writing or oral, concerning proposed acquisitions.                   
Tell                                                                            
us the status of any potential acquisitions being considered which              
have not resulted in plans, proposals or arrangements.                          

7. You indicate that iVoice will be receiving 5% Series A                       
convertible                                                                     
preferred stock with an aggregate stated value of $3 million in                 
exchange for the transfer of the speech recognition software                    
business.  Disclose and also inform us in detail how the value of               
such assets was determined.  We note that the balance sheet in                  
iVoice`s recent Form 10-QSB for the quarter ended September 30,                 
2004                                                                            
shows intangible assets with a recorded value of $199,000.  It                  
also                                                                            
appears that your pro forma balance sheet does not reflect assets               
that will be contributed to SpeechSwitch that have a carrying                   
value                                                                           
of $3 million.   Nevertheless, on page 24 you state that the                    
assets                                                                          
to be transferred have "an aggregate book value of $3 million."                 
Please advise and revise as appropriate.                                        

8. In a prominent place in the summary, please inform stockholders              
about the existence and potential adverse effects of securities                 
that                                                                            
have conversion (or exercise) prices that are dependent upon a                  
fluctuating market price.  There appear to be at least three                    
categories of these "toxic" securities, including the $3 million                
of                                                                              
convertible debt to be held by iVoice, the $190,000 of convertible              
debt to be held by Mr. Mahoney and the $800,000 of convertible                  
debt                                                                            
held by Cornell Capital.  In addition to an overview in the                     
summary,                                                                        
ensure that a prominently positioned risk factor concisely and                  
comprehensively addresses the potential adverse effects of a                    
substantial portion of your capitalization being convertible at                 
substantial discounts to fluctuating market prices.  Throughout                 
your                                                                            
filing you sometimes indicate that shares issuable under these                  
arrangements are "indeterminable."  Please revise these references              
to                                                                              
more precisely describe the below market conversion feature and if              
true, state that there is no limitation on the number of shares                 
you                                                                             
may be obligated to issue under the arrangements.  Ensure that you              
provide numerical examples to show investors the potential effects              
of                                                                              
fluctuations in the market price on the number of shares you are                
obligated to issue.  In view of the absence of a market price for               
your securities, we suggest that you use book value and declines                
to                                                                              
75%, 50% and 25% of book value to provide investors with                        
meaningful,                                                                     
concrete examples of the sensitivity of your share issuance                     
obligations to changes in market prices for your securities.                    

9. We note your disclosure on page 25 regarding Mr. Mahoney`s                   
agreement to forego receiving any of your Class A common stock as               
a                                                                               
result of his ownership of capital stock in iVoice.  Is there a                 
written agreement which may need to be filed as an exhibit?                     
Please                                                                          
see Items 601(b)(4) and (10) of Regulation S-B.  We also note that              
pursuant to iVoice`s filings, it appears that Mr. Mahoney owns                  
approximately 90 percent of iVoice.  Mr. Mahoney will be                        
receiving,                                                                      
however, a note convertible into Class B common stock with                      
extraordinary voting rights.  Please summarily discuss the                      
foregoing                                                                       
issues in this section, particularly the control over the company               
that Mr. Mahoney may acquire upon conversion of his note to Class               
B                                                                               
common stock as well as through his control of iVoice and its                   
Series                                                                          
A preferred stock holdings.                                                     

10. We note that iVoice disclosed in its recent Form 10-QSB for                 
the                                                                             
quarter ended September 30, 2004 a cash balance of approximately                
$7.5                                                                            
million.  Please advise us whether you will be receiving any                    
portion                                                                         
of this cash balance.  In light of iVoice`s capital resources,                  
please                                                                          
discuss summarily in this section and more fully elsewhere in your              
prospectus the issues that were considered by iVoice`s management               
and                                                                             
board of directors in creating your initial financial condition                 
and                                                                             
capitalization with respect to your business plans and objectives.              

About Us, p. 2                                                                  

11. iVoice, Inc. maintains a Web site that continues to reflect                 
the                                                                             
business to be transferred to you.  Please supplementally advise                
us                                                                              
whether you will be maintaining a separate Web site upon the                    
transfer                                                                        
of the speech recognition software business to you.  If available,              
please consider disclosing your prospective new Internet address.               
Please see Item 101(c)(3) of Regulation S-B.                                    

12. We note your disclosure regarding iVoice Technology 3, Inc.                 
Please elaborate further on the relationship of iVoice Technology               
3                                                                               
to you and iVoice as well as the purpose of the assignments.                    
Please                                                                          
briefly identify the material agreements that have been                         
transferred                                                                     
to you.  Please revise your disclosure in Management`s Discussion               
and                                                                             
Analysis as appropriate.  Such agreements as well as the                        
conveyance                                                                      
instruments may need to be filed as exhibits.  Please see Item                  
601(b)(10) of Regulation S-B.                                                   

Summary of the Distribution, pp. 2-7                                            

13. If the record date has been selected, please disclose it in                 
your                                                                            
next filing.   If you plan to select a record date at a later                   
time,                                                                           
please modify the presentation so that it will accommodate the                  
entry                                                                           
of the applicable date.                                                         

14. With respect to your "Distribution Ratio" discussion, please                
disclose the number of shares of iVoice outstanding on the record               
date as well as the actual portion of such outstanding shares that              
will be participating in the Distribution.  We note that Mr.                    
Mahoney                                                                         
and other affiliates, if any, will not receive a distribution of                
shares of your Class A common stock with respect to their holdings              
of                                                                              
iVoice shares.                                                                  

15. We note your disclosure under "Our Relationship With iVoice                 
After                                                                           
the Distribution" and elsewhere in your prospectus regarding the                
administrative services agreement.  Please supplementally inform                
us                                                                              
the purpose of such an agreement when the business has yet to                   
transferred to and operated by you.  Please clarify your                        
disclosure.                                                                     

Summary of Consolidated Financial Information, p. 7                           

16. At the outset of the section, please add a discussion                       
regarding                                                                       
how you derived your financial information from the financial                   
information of iVoice.  Address the fact that such financial                    
information does not represent actual historical results and                    
depicts                                                                         
your performance as if you operated as an independent entity.                   
Please                                                                          
note that such financial information is based on significant                    
assumptions and allocations, among other things, that may not                   
represent actual results.  In addition to this discussion, ensure               
that a prominently positioned risk factor concisely and                         
comprehensively addresses the risk reflected in your financial                  
information having been prepared on a fictional basis as opposed                
to                                                                              
reflecting actual historical results.                                           

Risk Factors                                                                    

SpeechSwitch will face many of the difficulties that companies in               
the                                                                             
early stage may face, p. 8                                                      

17. Please limit each risk factor to a clearly defined risk with a              
discussion of its applicability to you.  This particular risk                   
factor                                                                          
is general and broad.  Please consider preparing separate risk                  
factors with fuller discussions for each of the points that you                 
enumerate in this risk factor.  You should review your other risk               
factors in light of this comment.                                               

SpeechSwitch has no operating history as an independent public                  
company and may be unable to operate profitably as a stand-alone                
company, p. 9                                                                   

18. Discuss how long iVoice has operated the speech recognition                 
software business that is being transferred to you.                             

iVoice`s operations demonstrate a history of net losses and cash                
flow                                                                            
shortfalls and SpeechSwitch`s likely will as well, p. 9                         

19. More specifically discuss your net loss and negative cash                   
flows                                                                           
from operations for your last fiscal year and your nine months                  
ended                                                                           
September 30, 2004 with respect to the speech recognition software              
business that is being transferred to you.                                      

SpeechSwitch has received a going concern opinion from its                      
independent auditors that describes the uncertainty regarding its               
ability to continue as a going concern, pp. 9-10                                

20. Please revise this risk factor to briefly discuss the                       
consequence                                                                     
to investors of the fact that the financial statements do not                   
include                                                                         
any adjustments that might result from the outcome of the                       
uncertainty                                                                     
regarding the your ability to operate as a going concern.                       

iVoice`s earnings and stock price will be subject to significant                
fluctuations, p. 10                                                             

21. Why are fluctuations in iVoice`s stock price a material risk                
to                                                                              
holders of SpeechSwitch stock?  Clarify why this paragraph is                   
provided, and among other matters, expand the risk factor caption               
to                                                                              
state the material risk to holders of SpeechSwitch stock that                   
results                                                                         
from the uncertainty you describe.  Given that you comprise only a              
component of iVoice, your disclosure regarding the earnings and                 
stock                                                                           
price of iVoice appears to be of limited applicability in                       
assessing                                                                       
any risks that affect your business and stock price.                            

If either iVoice or SpeechSwitch lose the services of any key                   
personnel, including our chief executive officer or our directors,              
our business may suffer, p. 10                                                  

22. We note that you plan to have a very limited business                       
relationship with iVoice upon the Distribution.  As such, please                
inform us why the loss of iVoice personnel presents a risk to your              
business.  Otherwise, please revise this risk factor accordingly.               

Members of SpeechSwitch`s Board of Directors and management may                 
have                                                                            
conflicts of interest after the Distribution; SpeechSwitch does                 
not                                                                             
have any formal procedure for resolving conflicts in the future,                
p.                                                                              
11                                                                              

23. Please provide additional disclosure as to how a conflict of                
interest between you and iVoice may result in a risk.  In                       
addition,                                                                       
we note your disclosure regarding conflicts that may arise as a                 
result of potential business acquisitions.  Please elaborate                    
further                                                                         
on how a prospective acquisition by you may conflict with the                   
interests of iVoice.                                                            

SpeechSwitch stockholders may experience significant dilution if                
future equity offerings are used to fund operations or acquire                  
businesses, p. 12                                                               

24. Specifically discuss your expectations and plans to obtain                  
working capital from future equity offerings and the likelihood of              
dilution as a result of such offerings.  Please quantify your need              
for additional capital resources over the 12-month period                       
following                                                                       
the distribution.                                                               

SpeechSwitch faces intense price-based competition for licensing                
of                                                                              
its products which could reduce profit margins, p. 12                           

25. Please disclose whether such price competition has previously               
resulted in any pressure on the pricing of your products in the                 
speech recognition software business.  If such pressure did exist,              
please provide details of such pricing pressure and the effect on               
your business.                                                                  

SpeechSwitch may be unsuccessful in developing new distribution                 
channels, p. 13                                                                 

26. We note your disclosure regarding existing relationships                    
between                                                                         
dealers and resellers with iVoice.  Please revise to discuss                    
whether                                                                         
you will be assuming any of these relationships and the extent to               
which you will need to develop a new network as opposed to                      
utilizing                                                                       
the assumed iVoice network.  Also address any risks presented by                
iVoice`s dealers and resellers in not agreeing to the transfer of               
the                                                                             
relationship to you.  Also elaborate on the risks presented by                  
"rapidly evolving distribution and marketing technologies."                     

Product returns may exceed established reserves and affect                      
SpeechSwitch`s revenues, p. 13                                                  

27. We note your disclosure in the first paragraph on page 27                   
where                                                                           
you state that your policy is to not provide customers the right                
to                                                                              
refund any portion of its license fees.  We also note your                      
disclosure                                                                      
in the third paragraph on page 27 of your filing in which you                   
state                                                                           
that "[c]urrent reseller agreements do not provide for a                        
contractual                                                                     
right of return."  The foregoing statements differ from your                    
disclosure in this risk factor.  Please reconcile the disclosures.              
Further, please disclose whether any returns for a period                       
materially                                                                      
exceeded the reserves you had established for such period.                      

SpeechSwitch may depend on distribution by resellers and                        
distributors                                                                    
for a significant portion of revenues, p. 13                                    

28. You mentioned the existence of reseller relationships in your               
filing.  The prior comment noted one such instance and on page 30               
you                                                                             
mention the existence of more than 100 resellers.  Please                       
reconcile                                                                       
such disclosure with the text in this risk factor stating that                  
"[n]o                                                                           
such relationships currently exist."  Please revise your risk                   
factor                                                                          
and other disclosure as appropriate.                                            

29. Please consider discussing in this risk factor or in a                      
separate                                                                        
risk factor your dependence on any customer which represents a                  
material portion of your revenues.  We note that iVoice identifies              
specific customers such as ADP and the American Red Cross in its                
press releases.                                                                 

The results of SpeechSwitch`s research and development efforts are              
uncertain, pp. 13-14                                                            

30. In the caption, disclose the risk to investors that result                  
from                                                                            
this uncertainty.  Do you expect your business will be dependant                
on                                                                              
the results of a specific ongoing research and development                      
project?                                                                        
Please revise to provide more specific information concerning                   
research and development efforts that are in process that subject               
investors to material risks.                                                    

The greater than expected length of the product development cycle               
may                                                                             
adversely affect our future revenues, p. 14                                     

31. Please revise to include details of specific examples of when               
your product development cycle exceeded your expectations.  Please              
provide specific information that provides a context to the                     
investors                                                                       
about the scope of this risk and how it has affected you in the                 
past                                                                            
by detailing how such delays have previously affected your                      
operations                                                                      
and financial results.                                                          

SpeechSwitch must attract and retain personnel while competition                
for                                                                             
personnel in this industry is intense, p. 14                                    

32. We note that you currently have only three full-time employees              
and that you plan to terminate the administrative services                      
agreement                                                                       
with iVoice and fulfill such services in-house.  Please discuss                 
specifically your needs and plans for hiring additional personnel               
to                                                                              
operate as an independent company.  Elaborate on the specific                   
risks                                                                           
of not being able to fulfill personnel requirements to meet such                
needs.  We would expect to see quantitative disclosure in the                   
Management`s Discussion and Analysis regarding these plans and the              
extent to which they will cause expenditures and cash rate usage                
in                                                                              
future periods to vary from the expenditure levels and cash                     
requirements that were recorded in the carve-out financial                      
statements.                                                                     

SpeechSwitch relies on third party technologies which may not                   
support                                                                         
SpeechSwitch products, p. 15                                                    

33. If applicable, please consider adding disclosure regarding any              
reliance upon licensed software or hardware that is material to                 
the                                                                             
operations of your business.  Any substantial dependency upon                   
technology licenses should also be described under Business or                  
another appropriate portion of the body of the prospectus,                      
including                                                                       
a description of license terms and conditions.  As applicable,                  
please                                                                          
identify each material license on which you are substantially                   
dependent and disclose the term of each such agreement, the scope               
of                                                                              
the license, its termination provisions and other significant                   
terms.                                                                          
Such agreements may need to be filed as exhibits.  Please see Item              
601(b)(10) of Regulation S-B.                                                   

We may not be able to access sufficient funds when needed, p. 15                

34. As previously noted, please provide a specific discussion                   
quantifying your capital requirements to fund planned operations                
over                                                                            
the next 12 months and your current deficiency with respect to the              
same.  Please discuss your plans to meet such deficiency and the                
risk                                                                            
to investors if you are unable to address the deficiency.  Will                 
you                                                                             
seek to obtain a new equity line agreement after the Distribution,              
and if you are unable to negotiate one, what steps would you take               
to                                                                              
address capital deficiencies?                                                   

Quarterly financial results are subject to significant                          
fluctuations                                                                    
which could cause SpeechSwitch`s stock price to decline, pp. 15-16              

35. This risk factor appears to be similar to the risk factor                   
presented at the top of page 10 of your filing.  Please                         
consolidate.                                                                    

The Distribution of SpeechSwitch Class A Common Stock may result                
in                                                                              
substantial tax liability, p. 18                                                

36. In this paragraph you indicate that the distribution will only              
be                                                                              
taxable "to the extent of [your] current or accumulated earnings                
and                                                                             
profits."  Since it does not appear that there are any earnings or              
profits, why do you believe that a tax liability will be                        
generated?                                                                      
Furthermore, including this information concerning the limited                  
extent                                                                          
to which tax liability is likely to be incurred suggests that                   
there                                                                           
will be no tax liability.  We note the disclosure in the Federal                
Income Tax Consequences of the Distribution section at page 48 as               
well.  Given the nature of the transaction you are registering,                 
expand to provide a materially complete tax matters discussion and              
provide an opinion that is referenced in and supports the material              
tax consequences you describe.  See Item 601(b)(8) of Regulation                
S-B.                                                                            

Management`s Discussion and Analysis of Financial Condition and                 
Results of Operations                                                           

37. Please consider preparing a separate "Overview" section in                  
order                                                                           
to provide a general analysis and discussion of the condition of                
your                                                                            
business.  Please note that Management`s Discussion and Analysis                
should include disclosure based on currently known trends, events               
and                                                                             
uncertainties that are reasonably expected to have material                     
effects                                                                         
upon you.  For example, your separation from iVoice may likely                  
entail                                                                          
significant expenditures to hire necessary personnel and develop                
administrative systems, among other things.  Please also disclose               
whether any customer provides a material portion of your revenue.               
In                                                                              
preparing your response, refer to Item 303 of Regulation S-B and                
Release Nos. 33-6835 and 33-8350 for additional guidance.                       
Further,                                                                        
include in the first paragraph of such "Overview" a discussion                  
regarding your carve-out financial statements and how such                      
financial                                                                       
statements do not reflect actual results.                                       

Separation from iVoice, pp. 20-21                                               

38. We refer you to the first paragraph in this section.  Please                
revise your disclosure to indicate that the speech recognition                  
software business will be transferred to you by iVoice in exchange              
for Series A preferred stock with an aggregate stated value of $3               
million.  As a result, iVoice also will have a significant                      
continuing                                                                      
ownership interest in you.                                                      

39. We refer you to the third paragraph on page 21 of your filing.              
Please consider revising your disclosure to detail the specific                 
material assets being transferred to you and to discuss whether                 
any                                                                             
agreements or other obligations are being transferred.  In this                 
regard, we note that any existing customer, reseller, distributor,              
co-marketing, alliance or vendor agreements that are material to                
the                                                                             
speech recognition software business may likely be transferred to               
you                                                                             
as well.                                                                        

40. We refer you to the fourth paragraph on page 21 of your                     
filing.                                                                         
We also note your disclosure in Note 1 to your financial                        
statements                                                                      
on page F-7 stating that the temporary administrative services                  
agreement may be continued on a month-to-month basis.  Please                   
consider elaborating on such continuation option and your                       
expectations of employing such option.  We note your disclosure                 
elsewhere in your filing in which you state that the                            
administrative                                                                  
services agreement will be terminated upon the Distribution                     
without                                                                         
qualification.  Please revise such disclosure in order to reflect               
this option.                                                                    

Results of Operations for the Nine Months Ended September 30, 2004              
as                                                                              
Compared with the Nine Months Ended September 30, 2003, p. 22                   

41. Please discuss the causes for any material changes, and                     
quantify                                                                        
the impact of each identified source for significant changes, from              
period to period in line items of your financial statements.  For               
example, you state that your low sales volume is attributable to                
the                                                                             
minimal resources provided by iVoice.  You also mention that the                
change in operating expenses is attributable to increased general               
and                                                                             
administrative expenses without discussing why such expenses                    
increased.  What other events or business conditions contributed                
materially to the changes in results and what was the dollar                    
impact                                                                          
of each of the contributing factors?  Please refer to Item 303 of               
Regulation S-B and Section III.D of Release No. 33-6835 for                     
guidance.                                                                       

42. With respect to the second paragraph on page 22, please                     
quantify                                                                        
the amount of the change in price and discuss in quantitative                   
terms                                                                           
the effect the change in price had on your revenues as compared to              
the portion of the change that was due to a change in the volume                
sold.                                                                           

43. The sixth paragraph on page 22 indicates that you will incur                
charges for the effects of the beneficial conversion feature of                 
your                                                                            
convertible debentures.  Please expand the discussion to describe               
how                                                                             
such amounts will be calculated and how they will be reflected in               
the                                                                             
financial statements of future periods.                                         

44. The numbers disclosed for your loss of operations in this                   
section                                                                         
and in your Results of Operations for Year Ended December 31,                   
2003,                                                                           
as Compared with Year Ended December 31, 2002 section do not                    
reconcile with the numbers presented in your financial statements.              
The numbers appear to be for net loss.  Please correct and                      
reconcile.                                                                      

Liquidity and Capital Resources, pp. 23-25                                      

45. You state that "Mr. Mahoney has agreed to accept shares of                  
[your]                                                                          
Class B Common Stock in satisfaction of [your] obligations" in the              
second paragraph of this section.  Does this statement refer to                 
the                                                                             
$190,000 note to Mr. Mahoney that is by its terms convertible into              
either Class A or B common stock or has Mr. Mahoney also agreed to              
accept the note for payments owed to him under his employment                   
agreement with Class B common stock?  Please inform us whether                  
there                                                                           
are any other obligations owed by you to Mr. Mahoney.  Please                   
clarify                                                                         
your disclosure and note that any agreement would need to be filed              
as                                                                              
an exhibit.  Please see Item 601(b)(10)(i)(A) of Regulation S-B.                

46. Please supplementally inform us of the terms of your sale of                
convertible debentures.  Are the terms embodied in a purchase                   
agreement?  Does Cornell Capital Partners have discretion as to                 
whether it shall purchase the $200,000 of convertible debentures?               
We                                                                              
note that the purchase is related to the effectiveness of this                  
filing.  However, your subsequent registration statement, File No.              
333-120610, filed in connection with your equity line of credit                 
appears to state that the subsequent purchase of convertible                    
debentures is related to the effectiveness of that registration                 
statement.                                                                      

47. Your amended disclosure in this section will not include a                  
discussion of the equity line of credit and as a result, your                   
current                                                                         
financing arrangements will not be sufficient for the next 12                   
months.                                                                         
Please expand to address your capital requirements in quantitative              
terms and how you plan to meet such requirements.  Based on your                
"as-                                                                            
if" assumptions in your carve-out financial statements, at what                 
rate                                                                            
do you use cash in operations and for what period of time will you              
be                                                                              
able to fund your anticipated business operations with existing                 
capital resources?  Please discuss any expenditure for staffing,                
equipment and services, among other things, that you plan to                    
undertake in order to become a functioning independent company.                 

48. Please consider revising your disclosure regarding the                      
$190,000                                                                        
note to discuss the reason for your assumption of a liability that              
is                                                                              
unrelated to your business.  Also, provide a reasonably detailed                
explanation of the transactions that generated the $190,000                     
liability                                                                       
of iVoice to Mr. Mahoney.  Is this liability attributable to cash               
advances only or does it include an interest component?  If so,                 
how                                                                             
much of the $190,000 obligation represents funds advanced to                    
iVoice?                                                                         

Our Business                                                                    

49. Please elaborate on your plans to expand by acquisition.  In                
this                                                                            
regard, what strategies do you expect to pursue regarding the                   
acquisition of businesses.  For example, is your objective to                   
obtain                                                                          
complementary products, to diversify your current business or to                
expand your geographic reach?                                                   

Products, pp. 29-30                                                             

50. We note your disclosure identifying certain co-marketing                    
arrangements and strategic alliances.  Please elaborate to discuss              
whether a significant portion of your revenues are attributable to              
any such arrangements.  Such agreements may need to be filed as                 
exhibits.  Please see Item 601(b)(10) of Regulation S-B.  Please                
also                                                                            
note this comment in your subsequent disclosure regarding                       
distributors and resellers.                                                     

Product Development, pp. 31-32                                                  

51. Please discuss whether any development efforts are currently                
being undertaken in the speech recognition software business and,               
if                                                                              
applicable, provide a brief summary of the status of such efforts.              
Are you developing any new versions of your products?                           

Business Development, p. 32                                                     

52. With respect to your strategic alliances and OEM and reseller               
accounts, consider disclosing the status of any current                         
negotiations.                                                                   
Expand to describe the nature and significance of any material                  
strategic alliances and OEM and reseller accounts.                              

Employees, p. 34                                                                

53. Please expand to discuss your specific requirements and plans               
to                                                                              
increase the number of employees in order to operate your                       
business.                                                                       

Properties, p. 34                                                               

54. Discuss your specific plans with respect to your office space               
after the Distribution.                                                         

SpeechSwitch`s Management                                                       

55. We refer to your statement concerning Mr. Mahoney in which you              
state that "we merged [with International Voice Technologies] on                
May                                                                             
21, 1999."  Please clarify.                                                     

56. On page 45 of the filing under "Reasons for the Distribution"               
you                                                                             
discuss the ability to create equity incentive plans as a reason                
for                                                                             
the Distribution.  Please disclose the material features of such                
equity incentive plans, if any.  Are there any current plans,                   
proposals or arrangements to provide awards under an equity                     
incentive                                                                       
plan following the Distribution?  If so, please provide a                       
materially                                                                      
complete description of those planned awards.                                   

Certain Relationships and Related Transactions                                  

57. Please indicate the relationship you have with Cornell Capital              
that requires you to disclose your transactions with them in this               
section.  In particular, is Cornell Capital a significant                       
shareholder                                                                     
or will it become one in connection with the Distribution?  What                
is                                                                              
the specific nature of its interest?  Please refer to Item 404 of               
Regulation S-B.                                                                 

Principal Stockholders                                                          

58. Please include iVoice and Cornell Capital in your table with                
respect to their Series A preferred stock and convertible notes,                
respectively.  It appears iVoice and Cornell Capital each have a                
contractual right to acquire the underlying shares of common stock              
within 60 days and would be the beneficial owners of the                        
underlying                                                                      
shares.  Please see Rule 13d-3.  In addition, please disclose with              
clarity in a footnote or otherwise that control of the company                  
will                                                                            
remain with Mr. Mahoney through (1) his promissory that is                      
convertible to Class B common stock with extraordinary voting                   
rights                                                                          
as well as (2) his ownership of iVoice and their holdings of your               
Series A preferred stock.  If you don`t believe Mr. Mahoney will                
be                                                                              
the controlling person following the Distribution, tell us why in               
your response letter.                                                           

Further, please note that once a market price is determined and                 
you                                                                             
are able to determine the number of shares issuable upon                        
conversion                                                                      
of iVoice, Cornell Capital and Mr. Mahoney`s respective                         
obligations,                                                                    
you will need to assess the adequacy of your disclosure concerning              
the principal beneficial owners, particularly during the                        
prospectus                                                                      
distribution period.                                                            

Description of Securities                                                       

Class A Common Stock, p. 39                                                     

59. You state that 100 shares of your Class A common stock was                  
issued                                                                          
and outstanding as of September 30, 2004.  However, you were not                
incorporated as a legal entity until November 10, 2004.  Please                 
modify your disclosure to convey that the financial statements                  
show                                                                            
that 100 shares were outstanding but that these shares were not                 
actually outstanding at September 30, and are presented as such as              
part of the preparation of those statements on a carve-out basis.               

Series A 5% Convertible Preferred Stock, pp. 41-42                              

60. Disclose the prospective stated value of your to-be-issued                  
preferred shares.  Provide a materially complete explanation of                 
how                                                                             
the aggregate stated value of the 120 shares was determined.  Did               
you                                                                             
obtain an opinion of a third party as to the value of the assets                
being transferred?  What steps were taken by the board of                       
directors                                                                       
in establishing this dollar amount?                                             

The Distribution                                                                

Results of the Distribution, p. 46                                              

61. Please also explain to us your statement that "regardless of                
the                                                                             
number of stockholders of record and outstanding iVoice shares as               
of                                                                              
the Record Date" you expect to have 10 million shares outstanding               
and                                                                             
approximately 20,000 holders.   Do you intend to adjust the                     
distribution ratio so that the 10 million shares will be allocated              
among the holders?  You plan to distribute one share of your Class              
A                                                                               
common stock for every 874 shares of iVoice stock or fraction                   
thereof.  Please also explain your statement in the Prospectus                  
Summary that the ratio is subject to change depending on the                    
number                                                                          
of shares outstanding.                                                          

Please also tell us whether your apparent uncertainty as to the                 
Distribution ratio is derived from the existence of nominee                     
holders                                                                         
holding for the accounts of beneficial stockholders.  Please                    
explain                                                                         
how and when you will compute Distribution ratio to achieve the                 
issuance of the desired 10 million shares.  Will the shares held                
in                                                                              
the aggregate by nominee holders or each beneficial owner`s                     
shareholdings be used to determine the shares issuable as well as               
serve as the basis for any rounding determinations.                             

Further, please supplementally provide us with an analysis of what              
you would do in terms of updating your disclosure, if you were to               
change the Distribution ratio after the effective date.  Would you              
be                                                                              
able to make this change by prospectus supplement and, if so, what              
is                                                                              
the basis for such belief?                                                      

62. We refer you to Rule 10b-17 of the Exchange Act in connection               
with iVoice`s proposed dividend.                                                

63. Please provide the disclosure required by Item 201(a)(2) of                 
Regulation S-B.                                                                 

Financial Statements                                                            

64. Your attention is directed to Item 310(g) of Regulation S-B                 
and                                                                             
the need for updated financial statements and related disclosures.              

65. You are reminded that a currently dated consent of the                      
independent accountants with typed signature should be included in              
any amendment to the registration statement.                                    

Note 5 - Related Party Transactions, pp. F-12 to F-13                           

66. Please provide consistent disclosures regarding administrative              
services following the completion of the Distribution.  The risk                
factor on page 14 of the text indicates that the agreement with                 
iVoice will terminate following the distribution and you will be                
required to obtain such services from another party which could be              
more expensive.  Note 5 to your December 31, 2003 and 2002                      
financial                                                                       
statements indicates that the amounts allocated by iVoice on a                  
historical basis are a reasonable approximation of what would have              
been incurred by you on a stand alone basis and Note 1 indicates                
that                                                                            
the administrative services agreement may be continued after the                
distribution if you are unable to replace it.  We note similar                  
disclosures in Management`s Discussion and Analysis and throughout              
the prospectus.  Please also note our prior comment.                            

Note 6 - Convertible Debentures and Equity Line of Credit, p. F-27              

67. Please expand Note 6 to your September 30, 2004 financial                   
statements to quantify the amount capitalized for the beneficial                
conversion feature and how such amount was calculated.                          

Selected Historical and Pro Forma Financial Information, pp. F-31               
to                                                                              
F-36                                                                            

68. Pro forma adjustments should only include those adjustments                 
that                                                                            
are directly attributable to the specific transaction requiring                 
pro                                                                             
forma presentation, are factually supportable and expected to have              
a                                                                               
continuing impact.  It appears to us that the impairment of                     
intangible assets is not directly attributable to the spin-off and              
the adjustment should therefore be eliminated from the pro forma                
presentation.  Revise the historical financial statements to                    
reflect                                                                         
the impairment in the appropriate period and provide an                         
explanation                                                                     
of the reasons for the impairment in the notes to the financial                 
statements and in Management`s Discussion and Analysis.                         

Item 27. Exhibits.                                                              

69. Please file all required exhibits.  The exhibits form an                    
integral                                                                        
part of your registration statement, provide material disclosure                
to                                                                              
investors and facilitate our review of your filing.  Please refer               
to                                                                              
Item 601(b) of Regulation S-B for additional guidance.  We will                 
review the exhibits when they are filed and may have further                    
comments                                                                        
at that time.                                                                   

Signatures                                                                      

70. Per your disclosure, Mr. Knef also serves as a director.                    
Please                                                                          
revise as appropriate.                                                          

*              *              *              *                                  

As appropriate, please amend your registration statement 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 filings reviewed by the staff to              
be                                                                              
certain that they have provided all information investors require               
for                                                                             
an informed decision.  Since the company and its management are in              
possession of all facts related to your 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 Maureen Bauer at (202) 942-1824, or Tia             
Jenkins                                                                         
at (202) 942-1902, if you have questions or comments on the                     
financial                                                                       
statements and related matters.  Please contact Daniel Lee at                   
(202)                                                                           
942-1871 with any other questions.  If you need further                         
assistance,                                                                     
you may contact me at (202) 942-1818 or Barbara Jacobs, Assistant               
Director, at or (202) 942-1800.                                                 

Sincerely,                                                      

Mark P. Shuman                                                  
Branch Chief - Legal                                            

cc:     Via Facsimile                                                           
Scott Rosenblum, Esq.                                           
Kramer Levin Naftalis & Frankel LLP                             
919 Third Avenue                                                
New York, New York 10022                                        
Telephone: (212) 715-9100                                       
Facsimile:  (212) 715-8000                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/14/06		CORRESP,  UPLOAD
Filed on:		12/20/04		UPLOAD
		12/17/04		UPLOAD
		12/16/04		UPLOAD
		11/15/04		SB-2,  UPLOAD
		11/10/04		UPLOAD
		9/30/04		UPLOAD
		9/9/04		UPLOAD
		8/12/04		UPLOAD
		12/31/03
		9/30/03
		12/31/02
		5/21/99
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/15/04  Kenergy Scientific, Inc.          SB-2                   2:262K                                   Kramer Levin Naf… LLP/FA