- Statement of Ownership (SC 13G)

Date : 11/24/2009 @ 11:02AM
Source : Edgar (US Regulatory)
Stock : (IVOI)
Quote : 0.0001  0.0 (0.00%) @ 1:00AM

- Statement of Ownership (SC 13G)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.     ) *
 
 
iVoice, Inc.
(Name of Issuer)
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
 
46588L205
(CUSIP Number)
 
November 23, 2007
----------------------------------------------------------------------------------------------------------------------
(Date of Event, which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).
 
 
 

 
Page 2
 
 
Cusip No.                         46588L205                                            
 
 
1.
Names of Reporting Persons.
   
I.R.S. Identification Nos. of above persons (entities only)
     
   
YA Global Investments, L.P.
(13-4150836)
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
o
 
(b)
o
 
     
 
3.
SEC Use Only
 
     
 
4.
Citizenship or Place of Organization:  USA
 
     
Number of
5.
Sole Voting Power:                                  89,553,333
Shares
   
Beneficially
6
Shared Voting Power:                                  0
Owned by
   
Each
7.
Sole Dispositive Power:                         89,553,333
Reporting
   
Person With
8.
Shared Dispositve Power:                            0
     
 
9.
Aggregate Amount Beneficially Owned
   
by Each Reporting Person:                   89,553,333
 
     
 
10.
Check if the Aggregate Amount in Row (9)
   
Excludes Certain Shares (See Instructions)
 
     
 
11.
Percentage of Class Represented by Amount
   
in Row (9):                                                                           3.0%*
 
     
 
12.
Type of Reporting Person (See Instructions):                                 PN
 
 
 
 

 
Page 3
 
Item 1.
   
 
(a) Name of Issuer:        iVoice, Inc.
(b) Address of Issuer’s Principal Executive Offices:
 
   
750 Highway 34
   
Matawan, NJ 07747
     
Item 2.
Identity and Background .
(a)
Name of Person Filing : YA Global Investments, L.P.
(b)
Address of Principal Executive Office or, if none, Residence of Reporting Persons:
   
101 Hudson Street, Suite 3700
   
Jersey City, NJ 07303
(c)
Citizenship: Cayman Islands
(d)
Title of Class of Securities: Common Stock, par value $0.01 per share
(e)
Cusip Number: 46588L205
     
Item 3.
If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o);
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or
(j)
o
Group, in accordance with 240.13d(b)(1)(ii)(J).
     
Item 4.
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
 
Amount beneficially owned:                89,553,333          
 
(b)
 
Percentage of Class:                   3.0%*           
 
(c)
 
Number of shares as to which the person has:
 
 
(i)
 
Sole Power to vote or to direct the vote:           89,553,333          
 
 
(ii)
 
Shared power to vote or to direct the vote:          0     
 
 
(iii)
 
Sole power to dispose or to direct the disposition:      89,553,333              
 
 
(iv)
 
Shared power to dispose or to direct the disposition:               0          
 
 
 

 
Page 4
 
 
Item 5.
Ownership of Five Percent or Less of a Class :
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [     ].
 
Item 6.
Ownership of more than five percent on Behalf of Another Person .
 
Not Applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person .
 
Not Applicable
 
Item 8.
Identification and Classification of Member Group
 
Not Applicable
 
Item 9.
Notice of Dissolution of Group
 
Not Applicable
 
Item 10.
Certification
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
 
*
Additional Information :
YA Global Investments, L.P. (“ YA Global ”) is the beneficial owner of an Amended and Restated Secured Convertible Debenture (“ Debenture ”), dated November 12, 2009.  The Debenture prohibits YA Global from converting the Debenture to the extent such conversion would result in YA Global, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon the conversion of the Debenture held by YA Global.
 
 
 

 
Page 5
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.
 
 
Dated:    November 23, 2009
REPORTING PERSON :
     
 
YA GLOBAL INVESTMENTS, L.P.
     
 
By:
Yorkville Advisors, LLC
 
Its:
General Partner
     
 
By:
/s/ Steven S. Goldstein                     
 
Name:
Steven S. Goldstein, Esq.
 
Its:
Chief Compliance Officer


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