UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002

                                    000-29743
                            (Commission file number)

                         TEL-VOICE COMMUNICATIONS, INC.
-------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                Nevada 88-0409143
          --------------------------------- --------------------------
                   (State or other jurisdiction (IRS Employer
             of incorporation or organization) Identification No.)

                7373 E Doubletree Ranch Rd., Scottsdale, AZ 85258
      -------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (866) 864-6638
                           (Issuer's telephone number)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               TITLE OF EACH CLASS
                          COMMON STOCK, $.001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check  mark if there  is no  disclosure  of  delinquent  filers  in
response to Item 405 of  Regulation  S-B is not  contained in this form,  and no
disclosure  will  be  contained,  to the  best  of  registrant's  knowledge,  in
definitive  proxy or information  statements  incorporated by referenced in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The  registrant's  Common  Stock trades on the OTC  Bulletin  Board.  There were
7,141,145  shares of Common Stock  issued and  outstanding  as of September  30,
2002.

                                       1

<PAGE>

                                Table of Contents

Part I  Financial Information                                            Page

Item 1. Financial Statements:

   Consolidated Balance Sheet as of September 30, 2002..................... 3

   Consolidated Statements of Operations for the Three and Nine............ 4
   Months Ended September 30, 2002 and 2001

   Consolidated Statements of Cash Flows for the Nine Months Ended .........5
   September 30, 2002 and 2001

   Notes to the Consolidated Financial Statements ......................... 6

Item 2.  Management's Discussion and Analysis and Plan of Operation.........9

Item 3.  Controls and Procedures...........................................12


Part II Other Information

Item 1. Legal Proceedings .................................................12

Item 2. Changes in Securities .............................................12

Item 6. Exhibits and Reports on Form.......................................12

Signatures ................................................................12

Certifications.............................................................13
                                       2
<PAGE>

Part I  Financial Information

Item 1. Financial Statements:

                         TEL-VOICE COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2002
                                  (Unaudited)
<table>
<caption>
  -----------------------------------------------------------------------------
<S>                                                                        <C>
                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                             $                12,192
   Accounts receivable                                                     1,230
   Inventory                                                               9,970
   Due from officer                                                       35,350
                                                          ----------------------
      TOTAL CURRENT ASSETS                                                58,742

FURNITURE & EQUIPMENT, net                                                53,867
DEPOSITS                                                                   9,975
                                                          ----------------------
TOTAL ASSETS                                             $               122,584
                                                          ======================

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable                                      $               179,713
   Accrued expenses                                                      113,145
   Deferred revenue                                                        1,571
   Notes payable - stockholders                                          289,017
   Notes payable - other                                                 189,178
   Capital lease obligation                                               21,975
   Accrued interest                                                       32,373
                                                        ------------------------
      TOTAL CURRENT LIABILITIES                                          826,972
                                                        ------------------------

STOCKHOLDERS' DEFICIENCY
   Common stock, $0.001 par value;
      75,000,000 shares authorized;
      7,141,145 shares issued and outstanding                              7,141
   Additional paid-in-capital                                          1,043,715
   Accumulated deficit                                                (1,755,244)
                                                        ------------------------
      TOTAL STOCKHOLDERS' DEFICIENCY                                    (704,388)

                                                        ------------------------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY     $               122,584
                                                        ========================
 </table>


                                       3
<PAGE>

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
<table>
<caption>

                                                 For the three months ended         For the nine months ended
                                               --------------------------------   ------------------------------
                                                     2002             2001              2002            2001
                                               --------------- ----------------- -----------------  ------------
<S>                                                    <C>              <C>              <C>            <C>
REVENUE                                         $       39,729  $        561,222  $      111,449  $     810,055

COST OF REVENUE                                          7,449           260,678          23,032        434,861
                                               --------------- ----------------- --------------- --------------

GROSS PROFIT                                            32,280           300,544          88,417        375,194
                                               --------------- ----------------- --------------- --------------

GENERAL AND ADMINISTRATIVE EXPENSES                    223,464           269,729         643,187        651,903
                                               --------------- ----------------- ---------------   ------------

(LOSS) INCOME FROM OPERATIONS                         (191,184)           30,815       (554,770)       (276,709)

INTEREST EXPENSE                                        19,820             3,834          74,276          5,476
                                                  ------------ ----------------- ---------------   ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                (211,004)           26,981        (629,046)      (282,185)

PROVISION FOR INCOME TAXES                                   -                 -               -              -
                                                  ------------ ----------------- ---------------   ------------

NET (LOSS) INCOME                               $     (211,004) $         26,981  $     (629,046) $    (282,185)
                                                  ============ ================= ===============   ============

NET LOSS PER COMMON SHARE - basic and diluted   $        (0.03) $            (**) $       (0.10)  $       (0.05)
                                                  ============ ================= ===============   ============

WEIGHTED AVERAGE  COMMON
SHARES OUTSTANDING - basic and diluted               6,261,274         5,830,243       6,060,437      5,822,818
                                                  ============   ===============    ============   ============

** - Less than $0.01 per share
</table>

                                       4
<PAGE>



                         TEL-VOICE COMMUNICATIONS, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
<table>
<caption>

                                                          2002                    2001
                                                  --------------------   ----------------------
<S>                                                            <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                        $          (629,046)   $            (282,185)
   Adjustments to reconcile net loss to net cash
      Used in operating activities:
      Depreciation                                              12,697                    1,689
      Loss on disposal of assets                                 2,175                        -
      Common stock issued for services                         105,000
      Amortization of debt discount                             29,500                        -
  (Increase) decrease in operating assets:
      Accounts receivable                                       39,853                 (230,489)
      Inventories                                                   (2)                       -
      Deposits                                                   4,234                  (14,207)
   Increase (decrease) in operating liabilities:
      Accounts payable and accrued expense                     224,946                  115,234
      Deferred revenue                                           1,571                        -
      Billing in excess of cost                                      -                  186,304
      Accrued interest                                          24,416                        -
                                                    ------------------     --------------------
NET CASH USED IN OPERATING ACTIVITIES                         (184,656)                (223,654)
                                                    ------------------     --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of furniture and equipment                               -                  (19,455)
                                                    ------------------     --------------------
NET CASH USED IN INVESTING ACTIVITIES                                -                  (19,455)
                                                    ------------------     --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of notes payable                                   203,861                  275,000
   Repayment of notes payable                                  (45,754)                (100,900)
   Change in due to/from officers                               (7,958)                  (7,752)
   Proceeds from sale of common stock                                -                   45,000
   Issuance of common stock for cash                            32,855                   95,000
                                                    ------------------     --------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      183,004                  261,348
                                                    ------------------     --------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (1,652)                  18,239

CASH AND CASH EQUIVALENTS - beginning of period                 13,844                    1,457
                                                    ------------------     --------------------

CASH AND CASH EQUIVALENTS - end of period          $            12,192    $              19,696
                                                    ==================     ====================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


Interest paid                                      $             5,123        $            1,667
                                                    ==================     ====================

Income taxes paid                                  $                 0        $               0
                                                    ==================     ====================


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

   Trade debt converted to notes payable           $            21,900
                                                    ==================
   Debt converted to equity                        $           169,896
                                                    ==================
</table>

                                       5
<PAGE>



                         TEL-VOICE COMMUNICATIONS, INC.
              NOTES TO UNAUDUTED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE PERIODS ENDED SEPTEMBER 30, 2002 AND 2001



NOTE 1 - BASIS OF PRESENTATION

     The accompanying  unaudited  financial  statements  represent the financial
     position of Tel-Voice  Communications,  Inc.  (the Company) as of September
     30,2002,  including our results of operations for the three and nine months
     and cash flows for the nine months ended September 30, 2002 and 2001. These
     statements  have  been  prepared  in  accordance  with  generally  accepted
     accounting   principles   for  interim   financial   information   and  the
     instructions  for Form  10-QSB.  Accordingly,  they do not  include all the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles  (GAAP) for  complete  financial  statements.  In the opinion of
     management,   all  adjustments  to  these  unaudited  financial  statements
     necessary  for a fair  presentation  of the results for the interim  period
     presented  have been made.  The results for the three and nine months ended
     September  30,  2002 and  2001 may not  necessarily  be  indicative  of the
     results for the entire fiscal year.  These financial  statements  should be
     read in  conjunction  with our Form 10-KSB for the year ended  December 31,
     2001,  including  specifically  the financial  statements and notes to such
     financial statements contained therein.

     On June 30, 2000 the Company  entered into a Stock  Purchase  Agreement and
     Plan of Reorganization with Smartdotcom, Inc. ("SDC"), a Nevada corporation
     whereby the Company  acquired 100% of the issued and outstanding  shares of
     common stock of SDC. This transaction was approved by the unanimous consent
     of the Board of Directors  of the Company.  For  accounting  purposes  this
     transaction is being accounted for as a reverse merger as the  stockholders
     of SDC own a majority of issued and  outstanding  shares of common stock of
     the  Company  and  the  management  team  of  SDC  hold a  majority  of the
     management  positions of the Company and  appointed a majority of the Board
     of Directors.  The historical financial  information presented in this Form
     10QSB for the nine month period ended September 30, 2001 is that of SDC.

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the  Company  as  a  going  concern.  However,  the  Company  has  incurred
     substantial  losses since its  inception.  This factor  raises  substantial
     doubt about the Company's  ability to continue as a going concern.  Without
     realization of additional  capital, it would be unlikely for the Company to
     continue as a going concern.  The consolidated  financial statements do not
     include any adjustments  relating to the  recoverability and classification
     of recorded asset amount, or amounts and classification of liabilities that
     might be necessary  should the Company be unable to continue in  existence.
     It is management's objective to seek additional capital through the sale of
     equity or debt.

     Going Concern and Potential Sale of the Company's Assets
     --------------------------------------------------------

     The  accompanying  financial  statements  have been  prepared  assuming the
     Company  will  continue  as  a  going  concern,   which   contemplates  the
     realization  of assets and the  satisfaction  of  liabilities in the normal
     course of  business.  Realization  of assets is  dependent  upon  continued
     operations  of the Company,  which in turn is dependent  upon  management's
     plans to meet its  financing  requirements  and the  success  of its future
     operations.  Management's  plans are discussed in its Annual Report on Form


                                       6
<PAGE>

     10-KSB for the year ended December 31, 2001. These financial  statements do
     not include any adjustments that might result from this uncertainty.

     The Company is actively seeking alternatives to its financial problems. One
     alternative  may include  the sale of the  Company's  business  and assets.
     Management believes that any prospective sale of the Company's business and
     assets will reflect a value equal to or greater  than the current  carrying
     value of those assets.  Another alternative is to raise capital through the
     sale of  additional  equity.  If the Company  sells new equity,  management
     believes it will be at a price that will be  massively  dilutive to certain
     existing shareholders and result in a significant  anti-dilution adjustment
     to the outstanding. The Company is presently attempting to restructure much
     of its debt.  There is no assurance  the Company can sell new equity at any
     price.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates
     ----------------
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Cash and Cash Equivalents
     -------------------------
     The Company considers all highly liquid investments purchased with original
     maturities of three months or less to be cash equivalents.

     Concentration of Credit Risk
     ----------------------------
     The  Company  places  its  cash  in what it  believes  to be  credit-worthy
     financial  institutions.  However,  cash  balances  may exceed FDIC insured
     levels at  various  times  during  the year.  There  were no bank  balances
     exceeding insured limits at June 30, 2002.

     Principles of Consolidation
     ----------------------------
     The accompanying  consolidated financial statements include the accounts of
     Tel-Voice and its wholly owned subsidiary,  SDC. All intercompany  accounts
     and transactions have been eliminated.

     Revenue
     --------
     Revenue  for the three and nine month  periods  ended  September  30,  2001
     primarily   consists  of  contract  fees   received  in   connection   with
     implementation of the Company's technology in an integrated community in La
     Jolla,  California.  Revenue  under this  contract  was  recognized  on the
     percentage-of  completion  method  measured  by the  portion  of the  total
     contract  or job  cost  expended  to date to the  estimated  total  cost to
     complete.  Contract costs include all direct labor, materials,  subcontract
     costs and indirect  costs such as  supplies,  equipment  and repair  costs.
     Selling,  general  and  administrative  costs are  charged  to  expense  as
     incurred.

                                       7
<PAGE>

     The Company began generating revenue from its 1-866-Unionet private network
     in the fiscal  year ended  December  31.  2001.  Substantially  all revenue
     generated  for the three and nine months ended  September 30, 2002 was from
     this business segment.

     Earnings Per Share
     -------------------
     The Company calculates  earnings per share in accordance with SFAS No. 128,
     "Earnings Per Share",  which  requires  presentation  of basic earnings per
     share ("Basic EPS") and diluted  earnings per share  ("Diluted  EPS").  The
     computation  of Basic EPS is computed by dividing loss  available to common
     stockholders  by the weighted  average number of outstanding  common shares
     during the  period.  Diluted  EPS gives  effect to all  dilutive  potential
     common shares outstanding during the period. The computation of Diluted EPS
     does not assume conversion,  exercise or contingent  exercise of securities
     that would have an  antidilutive  effect on earnings.  As of September  30,
     2002, the Company had 458,334 stock options and warrants  outstanding  that
     would affect loss per share if they were to be dilutive.


NOTE 3 - RELATED PARTY TRANSACTIONS

     The  Company  borrows  funds from an officer and  stockholder  from time to
     time.  Also,  amounts due to/from this officer  include unpaid salaries for
     the Company's CEO and Company related expenses paid by the Company's CEO.

     Due to/from officer  represents salary  accrual/payments  for the Company's
     CEO, advances/repayments to/from the Company's CEO and expenses paid by the
     Company's CEO on behalf of the Company.


NOTE 4 - NOTES PAYABLE AND CAPITAL LEASE

     The Company  incurred and paid off a loan of $41,554 due to bank in the six
     month  period  ended  June 30,  2002.  Additionally,  $4,200  was repaid on
     non-interest bearing notes due to an officer/stockholder. No other payments
     were made on the Company's notes payable or capital lease in the nine month
     period ended September 30, 2002.

     The    Company    incurred    additional    notes   of   $42,344   due   to
     officer/stockholder,  8% per annum,  maturing June 29, 2003, $60,093 due to
     an  individual,   8%  per  annum,  payable  upon  demand,  $29,270  due  to
     officer/stockholder,  non-interest bearing and payable upon demand,  $1,800
     due to a company, non-interest bearing and payable upon demand and $17, 187
     at 10% interest, due to an individual,  matured March 8, 2002 and currently
     in default.

     The Company granted  warrants in connection with the debt financing  raised
     in the year ended December 31, 2001.  There were 150,000 warrants issued to
     purchase  the  Company's  common  stock at $1.00  per  share.  The  Company
     determined  the fair value of the  warrants to be $0.59 per share using the
     minimum value method of estimating the fair value of the warrants.  A total
     discount of $88,500 was recorded on debt with a face value of $150,000. For
     the nine month period ended September 30, 2002,  $29,500 of that amount was
     amortized and charged to interest expense.  The discount is being amortized
     over the 18 month term of the notes.

                                       8
<PAGE>

     During the year ended December 31, 2001, the Company entered into a capital
     lease for  office  equipment.  The  Company  is in default on this lease at
     September 30, 2002 and the related debt has been classified as current.


NOTE 5 - BUSINESS SEGMENTS

     The Company  presently  operates in two business  segments.  The first is a
     private  wireless   electronic  networks  for  labor  unions  and  wireless
     integrated  work  spaces for union  locals and  business to  business.  The
     second  is the  integrated  communities.  Substantially  all the  operating
     information  for the three and nine month periods ended September 30, 2001,
     is related to the integrated  communities segment. All revenue and deferred
     revenue in the three and nine month  periods  ended  September 30, 2002 was
     generated in the private electronic networks segment.

Management's Discussions and Analysis of Plan of Operations

General
-------
The following  discussion and analysis  should be read in  conjunction  with our
unaudited,  consolidated  financial statements and related footnotes for the six
month period ended June 30, 2002 included in on Form 10-QSB.  The  discussion of
results,  causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.

Background and Overview
------------------------
Tel-Voice Communications,  Inc. ("Tel-Voice") was incorporated under the laws of
the State of Nevada  on  December  31,  1996 to engage in any  lawful  corporate
activity,  including,  but not limited to,  selected  mergers and  acquisitions.
Smartdotcom,  Inc.  was  incorporated  under  the laws of the State of Nevada on
April 19, 1999. On June 30, 2000,  Smartdotcom  became a wholly owned subsidiary
of Tel-Voice through a reverse merger.  Tel-Voice issued 4,376,895 shares of its
common stock for all of the issued and outstanding  common stock of Smartdotcom.
Prior to the merger, Tel-Voice had no business activity and therefore, pro forma
operating  results as if the acquisition had taken place at the beginning of the
periods  presented have not been  presented.  Smardotcom has been treated as the
acquirer and accordingly, Smartdotcom is presented as the continuing entity, and
the historical financial statements are those of Smartdotcom.

We have  incurred  significant  losses  since  inception.  We may be  unable  to
continue in  existence  unless we are able to arrange  additional  financing  to
supplement our sale of common stock. We still continue to incur costs associated
with the development of our technology and implementation of our business plan.


Plan of Operation
------------------
Tel-Voice  Communications,  Inc. is an all-inclusive,  subscriber based wireless
network provider. Subscribers access Tel-Voice's services and applications using
hardware, software, wired and wireless network connectivity

Tel-Voice is a "wall to wall" all union business,  and through it's wholly owned
subsidiary 1-866-UNIONET LLC. is an active member of CWA Local 7019.

The  Tel-Voice  financial  model  is  based  on  recurring  subscriber  fees and
transaction  based  revenues.  We will  secure  licensing  and rights fees as we
secure additional market opportunities.

                                       9
<PAGE>

Tel-voice  currently has the exclusive rights to reach  approximately  1,000,000
members of organized  labor in the USA. We are  packaging our offerings and will
aggressively  approach our target audience in the 3rd quarter of 2002. Tel-Voice
continues to secure  additional  market  groups from within the  American  labor
movement.

Tel-Voice is working with  leading  providers of hardware,  software and network
provisioning.

We are moving forward with our 1-866-Unionet services.  To-date, we have entered
the market with  approximately  135  subscribers  for our pager  service.  These
subscribers  are the first  under our  agreement  with the Arizona  AFL-CIO.  We
purchase pagers and air-time and sell both to our subscribers.

To-date we have received letters of endorsement form the Nevada AFL-CIO and from
the national office of the Communications Workers of America.

The  Company  has  experienced  significant  difficulties  in  implementing  its
business plan.  Management  believes that these difficulties are a result of the
Company being under capitalized. We are presently exploring several alternatives
that include selling the Company's  assets,  restructuring  its debt and raising
additional  equity capital.  There can be no assurances that the Company will be
successful in achieving positive results under any of these alternatives.

Results of Operations
----------------------

Three months ended September 30,  2002 vs. September 30, 2001
--------------------------------------------------------------

Revenue  for the three month  period  ended  September  30,  2002  decreased  by
$512,493 or 93% from  $561,222 for the three months ended  September 30, 2001 to
$39,729  for the  three  months  ended  September  30,  2002.  The  Company  had
approximately 135 subscribers to its 866-Unionet  service at September 30, 2002.
The 2001  revenue was  generated  from the  integrated  community  project in La
Jolla,  CA. The consulting  fees received from this project ended in early 2002.
The  Company  cannot  assure that it will  continue to generate  revenues in the
future at levels commensurate with that of 2001.

Cost of revenue in the three month period ended  September  30, 2002  represents
the cost of pagers and the  purchase  of air time.  Cost of revenue in the three
month period  ended  September  30, 2001  represents  labor and  material  costs
associated with the integrated community project in La Jolla, California.

General and  administrative  expenses for the three month period ended September
30, 2002  decreased  by $46,265 or 25% from  $269,729 for the three month period
ended  September 30, 2001 to $223,564 for the three month period ended September
30, 2002.  The decrease is  principally  due to curbing of  expenditures  as the
Company  implemented  cost cutting  measures to address its continued  cash flow
constraints.

Interest  expense for the three month period ended  September 30, 2002 increased
by $15,986 from $3,834 for the three month period  ended  September  30, 2001 to
$19,820 for the three month period ended September 30, 2002. The increase is due
to  issuance of notes  payable in late 2001 and also in the three  month  period
ended September 30, 2002. There were no such notes payable in early 2001.

                                       10
<PAGE>

Nine months ended September 30,  2002 vs. September 30, 2001
-------------------------------------------------------------

Revenue for the nine month period ended September 30, 2002 decreased by $698,606
or 86% from  $810,055 for the nine months ended  September  30, 2001 to $111,449
for the nine months ended  September  30, 2002.  The 2001 revenue was  generated
from the  integrated  community  project in La Jolla,  CA. The 2002  revenue was
primarily  generated  from the same project  which  concluded in the first three
months of that year. The Company cannot assure that it will continue to generate
revenues in the future at levels commensurate with that of 2001.

General and  administrative  expenses for the nine month period ended  September
30, 2002  decreased  by $8,716 or 10% from  $651,903  for the nine month  period
ended  September 30, 2001 to $643,187 for the nine month period ended  September
30, 2002.  The decrease is  principally  due to curbing of  expenditures  as the
Company  implemented  cost cutting  measures to address its continued  cash flow
constraints.

Interest expense for the nine month period ended September 30, 2002 increased by
$68,800  from  $5,476 for the nine month  period  ended  September  30,  2001 to
$74,726 for the nine month period ended  September 30, 2002. The increase is due
to  issuance  of notes  payable in late 2001 and also in the nine  month  period
ended September 30, 2002. There were no such notes payable in early 2001.

Liquidity and capital resources
--------------------------------

The Company is  exploring  several  alternatives  in an attempt to curb the cash
drain and pursue the Company's  business plan. The Company has become delinquent
on numerous of its debt  arrangements  and is also delinquent in making payments
to its employees for payroll and payments to its trade vendors.  One alternative
may include the sale of the Company's business and assets.  Management  believes
that any  prospective  sale of the Company's  business and assets will reflect a
value  equal to or greater  than the  current  carrying  value of those  assets.
Another  alternative is to raise capital through the sale of additional  equity.
If the Company sells new equity,  management believes it will be at a price that
will be  massively  dilutive to certain  existing  shareholders  and result in a
significant  anti-dilution  adjustment  to  the  outstanding.   The  Company  is
presently  attempting to restructure much of its debt. There is no assurance the
Company  can sell new  equity at any price.  If the  Company  is  successful  in
selling its  assets,  there may no longer be a viable  business  plan to pursue.
Alternatively,  if the Company is not  successful  in selling  assets or raising
equity, the Company may be forced into a bankruptcy proceeding.  The Company has
recently begun to attempt to restructure some of its debt. The process is in its
early stages and there is yet no indication  of the  potential  success of those
efforts.

The Company will rely on growth in its  866-Unionet  service to provide  revenue
and  operating  cash flow in the short term.  The Company  will  require  equity
capital for cash to purchase inventory and to pay for marketing efforts. Most of
the  Company's  obligations  are current and these  obligations  will have to be
restructured and new capital will be needed in order to meet the repayment terms
of these  obligations.  Many of these  obligations  are  presently  in  default.
Historically, the Company has relied upon its major shareholder and his contacts
to  provide  capital  for the  Company.  There can be no  assurances  that these
sources will provide future funding.  The Company will require capital to market
its  private  networking  segment  and will  need  working  capital  to  finance
receivables and materials purchases for its integrated community segment.

                                       11
<PAGE>

Item 3.  Controls and Procedures
---------------------------------

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that  information  required to be  disclosed  in our annual and  periodic
reports  filed with the SEC is  recorded,  processed,  summarized  and  reported
within the time periods specified in the SEC's rules and forms. These disclosure
controls and procedures are further  designed to ensure that such information is
accumulated and  communicated  to our management,  including our Chief Executive
Officer and Principal  Accounting  Officer,  to allow timely decisions regarding
required disclosure.

Based on the most recent  evaluation,  which was completed within 90 days of the
filing of this report,  our Chief  Executive  Officer and  Principal  Accounting
Officer  believes  that the Company's  disclosure  controls and  procedures  are
effective and there have been no significant  changes in the Company's  internal
controls  or in other  factors  that could  significantly  affect  the  internal
controls subsequent to the date of the most recent evaluation.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings
        None

Item 2. Changes in Securities
        None

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits
         None
     (b) Reports on Form 8-K
         4 Form 8-Ks were filed during the reporting period

The registrant,  by resolution of its board of directors,  has elected to engage
Epstein, Weber & Conover, PLC as the Company's principal auditors effective July
16, 2002 replacing Stonefield Josephson, Inc.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Action of 1934,  as amended,  the  registrant  has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                                 TEL-VOICE COMMUNICATIONS, INC.

                                                 By:   /s/ JAY BUDD
                                                 ------------------------------
                                                           Jay Budd
                                                          CHAIRMAN OF THE BOARD

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  Report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

       Signature                   Title                            Date

    /s/ JAY BUDD
-------------------------
   Jay Budd                  Chairman of the Board and CEO    November 21, 2002

    /s/ ROBERT LEE
--------------------------
    Robert Lee                 Director                       November 21, 2002

                                       12
<PAGE>

                                 CERTIFICATIONS

I, Jay Budd,  certify,  pursuant to Rule 13a-4 of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
respect to the Quarterly Report of Tel-Voice Communications,  Inc. ("Tel-Voice")
on Form 10-QSB for the  quarterly  period ended  September  30, 2002  ("Report")
that:

(1)  I have reviewed this Report;

(2)  based on my knowledge, this Report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     Report;

(3)  based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  Report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     Tel-Voice as of, and for the periods presented in this Report;

(4)  I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined  in  Exchange  Act Rules  13a-14 and  15d-14)  for
     Tel-Voice and I have: (a) designed such disclosure  controls and procedures
     to ensure that material  information relating to Tel-Voice is made known to
     me by others,  particularly during the period in which this Report is being
     prepared;   (b)  evaluated  the  effectiveness  of  Tel-Voice's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this Report (the  "Evaluation  Date");  and (c)  presented  in this
     Report my conclusions  about the  effectiveness of the disclosure  controls
     and procedures based on my evaluation as of the Evaluation Date;

(5)  I have disclosed,  based on my most recent evaluation,  to our auditors and
     the audit  committee of our board of directors (or persons  performing  the
     equivalent  function):  (a) all  significant  deficiencies in the design or
     operation of internal  controls which could adversely affect our ability to
     record,  process,  summarize and report  financial data and have identified
     for our auditors any material weaknesses in internal controls;  and (b) any
     fraud, whether or not material, that involves management or other employees
     who have a significant role in our internal controls; and

(6)  I have  indicated  in this  Report  whether or not there  were  significant
     changes in internal  controls or in other factors that could  significantly
     affect  internal  controls  subsequent  to  the  date  of  my  most  recent
     evaluation,  including any  corrective  actions with regard to  significant
     deficiencies and material weaknesses.



                                                     By:      /s/ Jay Budd
                                                     ---------------------------
                                                                  Jay Budd
                                                         Chief Executive Officer


                                       13
<PAGE>


                         TEL-VOICE COMMUNICATIONS, INC.

                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER
                       PURSUANT TO18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Jay Budd, solely for the purpose of complying with 18 U.S.C. Section 1350, as
adopted  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  hereby
certify that to my knowledge the Quarterly  Report of Tel-Voice  Communications,
Inc. on Form 10-QSB for the  quarterly  period  ended  September  30, 2002 fully
complies  with the  requirements  of  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 and that  information  contained in such Form 10-QSB fairly
presents  in all  material  respects  the  financial  condition  and  results of
operations of Tel-Voice Communications, Inc.


                                                     By:      /s/ Jay Budd
                                                     ---------------------------
                                                                  Jay Budd
                                                         Chief Executive Officer






                                       14
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