SecProbe.io

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Mail Stop 4-6

February 18, 2005

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

Re:	SpeechSwitch, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2 filed
January 14, 2005
	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 February
10, 2005.  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.

General

1. We note your response to our prior comment no. 1.  We
acknowledge
that you have entered into an agreement.  However, we reiterate
that
the structure of your `equity line` transaction does not fit the
necessary parameters for a valid equity line financing with
respect
to our guidance concerning such financings.  In particular the
necessary purchase commitment of the investor was not established
in
an equity line agreement prior to the filing of the resale
registration statement for the equity line shares.  We do not
concur
with your assertion that you may subsequently satisfy the
conditions
we cited in the prior letter and use the existing equity line at
that
time.  See interpretation 4S of the March 1999 supplement to the
telephone interpretation manual.  Your reference to an `equity
line`
arrangement in a manner that suggests it is or will become a
source
of funding on which you and investors may rely is not appropriate.
Please revise the disclosure throughout the filing to remove any
implication that the agreement you refer to as an `equity line`
provides you with a viable mechanism to obtain needed financing.
In
this regard, your summary, risk factors and management`s
discussion
and analysis, as well as the reference on page F-15 should all be
revised to provide investors with information concerning this
agreement that will not be readily misinterpreted.  In the context
of
an agreement that does not provide a viable source of financing,
we
do not understand why detailed descriptions of the financial terms
of
the agreement or the procedures associated with hypothetical
performance under that agreement conforms to the requirements of
Rule
421(b).

2. It appears that Cornell Capital, the proposed investor under
your
current equity line agreement, holds convertible or exercisable
securities with conversion prices or exercise prices that will
fluctuate with a market price rate.  Please be advised that equity
line agreements with any proposed investor that holds convertible
or
exercisable securities that have market-price sensitive conversion
or
exercise prices will not be viewed as arrangements that are
binding
on the investor in the manner required by Interpretation 4S of the
March 1999 supplement to the telephone interpretation manual.  We
note that the purchase obligation of the holder of the security
with
a market-sensitive conversion or exercise rate under the equity
line
can affect the purchase obligations under the equity line.

Prospectus Summary

Overview, pp. 1-3

3. We note your revised disclosure in response to our prior
comment
no. 10.  Please disclose the cash balance iVoice will be retaining
in
your discussion of what iVoice`s management and board considered
in
establishing your initial capitalization.  Please also
supplementally
inform us why iVoice will need to expand its research and
development
efforts in light of your disclosure in the first paragraph which
seems to suggest that iVoice`s business will merely consist of
licensing its current intellectual property assets.

Potential Dilution Due to Conversion at Below Market Price

4. It appears that intangible assets of approximately $16,800
should
be deducted in calculating net tangible book value at September
30,
2004.  Please advise or revise.

Risk Factors

5. Please include a risk factor discussing the penny stock rules
and
the additional risks classification of the securities as a "penny
stock" poses to shareholders.

SpeechSwitch has in the past and may in the future sell additional
unregistered convertible securities..., pp. 14-15

6. We note your new risk factor in response to our prior comment
no.
8.  Your statement in the second bullet of the risk factor
discussing
a risk of "increasing the potential profits to the holder when the
price per share later increases" does not appear to be a risk to
investors.  Your current investors would share proportionately in
an
increasing share price.  It appears that the pertinent risk is a
further depressed stock price as the shares are issued in greater
numbers and at a discount to the market price. A sale of such
shares
in the market would likely result in further downward pressure on
the
stock price.  Please revise or otherwise explain to us why this is
a
risk.

SpeechSwitch may depend on distribution by resellers and
distributors
for a significant portion of revenues, p. 19

7. We note your response to our prior comment nos. 28 and 29.  It
appears that you have material relationships with the four
customers
that comprise 51% of your revenue.  Please identify such customers
and disclose the amount of your sales represented by each such
customer here or in your business discussion?  Additionally, such
material agreements and any related assignment and consent may
need
to be filed as exhibits to the registration statement.  Please see
Item 601(b)(10) of Regulation S-K.  Be advised that agreements
with
customers contributing in excess of ten percent of your revenues
generally will not be viewed by us as "ordinary course" contracts.
Further, please reconcile your disclosure under "Manage OEM and
Reseller Accounts" on page 40 with your disclosure in this risk
factor and specify on page 40 the percentage of your sales that
are
derived on a direct basis.

The Distribution of SpeechSwitch Class A Common Stock may result
in
tax liability to you, pp. 23-24

8. We note your response to our prior comment no. 36.  The
business
appears to have historically generated book-basis losses and would
appear to do so again in the current fiscal year.  Why do you
believe
these financial accounting results will vary substantially from
the
tax-basis results?  Notwithstanding your assertion that the
transaction is a taxable transaction, the transaction appears to
effectively be tax-free and would likely be understood as such by
investors in accordance with the tax formulation you present.
Please
provide a tax opinion supporting the tax consequences you
describe.
Please also consider setting forth in your tax section an example
of
how a sample stockholder determines their tax liability based on
your
earnings and profit.

In light of the fact that your current earnings and profit cannot
be
determined until year-end and that the determination of such
earnings
and profit for tax purposes may differ from such determinations
for
financial reporting purposes, please discuss whether you or iVoice
intends to provide such earnings and profit information to your
distributee-shareholders when available or otherwise how they may
obtain such information.  Please also clarify your disclosure to
indicate whether the earnings and profit for each shareholder are
calculated on a pro rata basis as of the date of the distribution.
Also discuss in the tax section the risks and tax implications to
a
shareholder of a sale of your stock when the current earnings and
profits information is not known to them.

Further, your response states that the governing rule is that the
distribution is taxable to the extent of the lesser of (1) the
fair
market value of the shares and (2) the earnings and profits.  Your
disclosure, however, seems to suggest that a distributee-
shareholder
will be taxed on the fair market value of the shares to the extent
of
any earnings and profits with any excess treated as a tax-free
return
of capital and thereafter as capital gain.  Please explain.

Please also revise the tax matters disclosure to specify the date
upon which the fair market value of the shares received in the
distribution will be determined for purposes of determining their
basis.

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

Overview, pp. 26-27

9. We note your disclosure in your prospectus summary discussing
the
board`s balancing of iVoice`s prospective capital requirements
with
the more likely ability of obtaining financing for the unified
messaging software business.  Your disclosure in this section
starting with the sixth sentence of the last paragraph of this
section suggests otherwise Please also reconcile your statement
that
"the board has elected not to transfer any part of the working
capital balance of iVoice" with the following statement that
"iVoice
has the ability to satisfy its working capital needs."  Please
clarify your disclosure.

Separation from iVoice, pp. 27-29

10. With respect to your disclosure regarding the administrative
services agreement, do you plan to seek replacement services or
provide the services for yourself in the near future?  We note
your
response to our prior comment no. 32 stating your intent to
maintain
the agreement for the foreseeable future as well as your lack of
any
current plans to expand personnel.

Results of Operations for the Nine Months Ended September 30, 2004
as
Compared with the Nine Months Ended September 30, 2003, pp. 29-30

11. The discussion of gross margin for the years ended December
31,
2002 and 2003 and the nine months ended September 30, 2003 and
2004
mentions a change in the products and services mix being sold, by
providing more consulting and maintenance services.  However, the
section on critical accounting policies for revenue recognition
discloses that the company derives 100% of its revenues from
licensing of the company`s product and none from optional support
services.  We note that the financial statements do not disclose
that
the company has generated revenues from services, or is engaged in
consulting. Please revise so as to be consistent.  Further, please
provide disclosure in your business section with respect to the
consulting and maintenance services that you provide.  Please also
explain to us the basis for attributing the change in gross margin
to
product/service mix as opposed to price changes.  Do price changes
no
longer play a role in your change in gross margin for the nine-
month
and fiscal year periods?  Please also disclose the nature of the
change in product mix and why such change occurred.

12. We are unable to reconcile the gross margin for the nine
months
ended September 30, 2004 with your financial statements.  Please
tell
us how you computed gross margin.  Further, please note that the
numbers disclosed for your loss from operations appears to be for
net
loss.

13. Please explain to us how a $333,326 increase in interest
expense
for the nine-month period can be attributed to $400,000 in
convertible debentures.

Results of Operations for the Year Ended December 31, 2003 as
Compared with the Year Ended December 31, 2002, pp. 30-31

14. Please discuss the cause for the reduction in professional and
consulting fees that resulted in a decrease of $314,126 in general
and administrative expense.

Liquidity and Capital Resources, pp. 31-33

15. Please revise your disclosure in the second paragraph of this
section.  It does not appear that you are raising any proceeds in
this public offering.  Further, please file the agreement whereby
Mr.
Mahoney has agreed to accept Class B common stock in satisfaction
of
your obligations under his employment agreement.  If an oral
agreement, please file a written description of the material terms
of
such agreement.  Please also revise your disclosure to discuss the
material terms of the agreement.  At what price will the Class B
common stock be exchanged for your obligations under their
employment
agreements?

16. We note your revised disclosure regarding the fee to be paid
to
Cornell Capital Partners in connection with the convertible
debentures.  Please disclose whether this fee has and how it will
be
paid.

17. We note your revised disclosure in the second paragraph on
page
32.  Please clarify the minimum duration of the period for which
you
expect the annual going-forward expenses will be no more than
$466,000.  Please elaborate on the minimum period of planned
operations you expect you will be able to fund with the proceeds
from
the sale of the secured convertible debentures.

18. Please explain the events that led to and the basis for the
change in aggregate book value of the speech recognition software
business assets from $3,000,000 to $16,800 and when such a change
was
determined necessary.  Was a third-party valuation made of the
assets
which resulted in the revaluation?

SpeechSwitch`s Management

19. Please identify Mr. Knef as a director in your table
presentation.

Employment Agreements, pp. 43-46

20. In your revised disclosure with respect to Messrs. Mahoney and
Knef`s employment agreements, please elaborate on the fact that
there
are only two directors, each of which is a party to their
respective
employment agreements, and explain how this affects the board`s
ability to determine that a future termination is for cause.

Certain Relationships and Related Transactions

21. Please provide disclosure with respect to the security
agreement
and registration rights agreement with Cornell Capital.  Please
also
include a risk factor discussing the risk to shareholders related
to
Cornell Capital`s security interest in substantially all of your
assets.

22. Please file the executed note made in favor of Mr. Mahoney for
the principal amount of $190,000 as an exhibit and supplementally
inform us how the form of note differs from the executed note, if
at
all.  Please confirm that all other exhibits are of the executed
agreements noted.

The Distribution

Results of the Distribution, p. 55

23. Please supplementally respond to our inquiries in our prior
comment no. 61.  Do you intend to adjust the distribution ratio so
that the 10 million shares will be allocated among the holders?
Is
this why you have removed the reference to the 1-for-874 share
distribution?  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 aggregate by nominee holders or
will
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?

Financial Statements

24. Please advise us supplementally of the reasons that general
and
administrative expenses and other income have been reduced by
$32,334
during the nine months ended September 30, 2004.

Pro Forma Financial Information

25. Please refer to prior comment 69.  It appears that no revision
to
the historical financial statements has been made to reflect the
$3,000,000 impairment charge previously reported as a pro forma
adjustment.  Please revise or advise us supplementally of the
reasons
why such revision should not be made.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these