SecProbe.io

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Mail Stop 4-6

December 17, 2004

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

Re:	Deep Field Technologies, Inc.
	Registration Statement on Form SB-2 filed November 15, 2004
	File No. 333-120506

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, Deep Field Technologies
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.

Prospectus Cover Page

2. 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.

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

Prospectus Summary

Overview, pp. 1-2

4. Tell us whether any of the remaining patents and patent rights
held by iVoice includes technology that is used in the Unified
Messaging 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.

5. 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.

6. You indicate that iVoice will be receiving 5% Series A
convertible
preferred stock with an aggregate stated value of $250,000 in
exchange for the transfer of the Unified Messaging 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 Deep Field Technologies that have a carrying value
of
$250,000.   Nevertheless, on page 24 you state that the assets to
be
transferred have "an aggregate book value of $250,000."  Please
advise and revise as appropriate.

7. 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 $250,000 of
convertible debt to be held by iVoice, the $190,000 of convertible
debt to be held by Mr. Mahoney and the $400,000 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.

8. 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.

9. 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

10. 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 Unified Messaging software business to you.  If available,
please consider disclosing your prospective new Internet address.
Please see Item 101(c)(3) of Regulation S-B.

11. We note your disclosure regarding iVoice Technology 2, Inc.
Please elaborate further on the relationship of iVoice Technology
2
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

12. 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.

13. 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.

14. 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

15. 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

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

16. 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.

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

17. Discuss how long iVoice has operated the Unified Messaging
software business that is being transferred to you.

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

18. 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 Unified Messaging software
business that is being transferred to you.

Deep Field Technologies 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

19. 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

20. Why are fluctuations in iVoice`s stock price a material risk
to
holders of Deep Field Technologies stock?  Clarify why this
paragraph
is provided, and among other matters, expand the risk factor
caption
to state the material risk to holders of Deep Field Technologies
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 Deep Field Technologies lose the services of
any
key personnel, including our chief executive officer or our
directors, our business may suffer, pp. 10-11

21. 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 Deep Field Technologies` Board of Directors and
management
may have conflicts of interest after the Distribution; Deep Field
Technologies does not have any formal procedure for resolving
conflicts in the future, p. 12

22. 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.

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

23. 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.

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

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

Deep Field Technologies may be unsuccessful in developing new
distribution channels, p. 13

25. 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 Deep
Field
Technologies` revenues, p. 13

26. We note your disclosure in the fourth 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 first paragraph on page 28 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.

Deep Field Technologies may depend on distribution by resellers
and
distributors