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

                                   FORM 10-QSB

                     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 East Doubletree Ranch Rd., Suite 200, Socttsdale, 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

Management's discussion and analysis ...................................... 9

Item 2  Plan of operation ................................................. 9

Part II Other Information

Item 1. Legal Proceedings .................................................11

Item 2. Changes in Securities .............................................11

Item 6. Exhibits and Reports on Form.......................................11

Signatures ................................................................11


                                       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                                      8,801             441
         Loss on disposal of assets                        2,175               -
         Amortization of debt discount                    29,500               -
    (Increase) decrease in operating assets:
         Accounts receivable                              38,359        (151,015)
         Inventories                                          (2)              -
         Deposits                                              -         (14,207)
     Increase (decrease) in operating liabilities:
         Accounts payable and accrued expense            134,441          38,781
         Deferred revenue                                  1,571               -
         Billing in excess of cost                             -         407,222
         Accrued interest                                 21,519               -
                                                  --------------   -------------
  NET CASH USED IN OPERATING ACTIVITIES                 (181,679)        (27,944)
                                                  --------------   -------------
  CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                       -          (3,329)
                                                  --------------   -------------
  NET CASH USED IN INVESTING ACTIVITIES                        -          (3,329)
                                                  --------------   -------------
  CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of notes payable                           191,996         125,000
     Repayment of notes payable                          (45,754)         (5,900)
     Change in due to/from officers                       (7,958)         23,597
     Proceeds from sale of common stock                        -          45,000
     Issuance of common stock for cash                    31,937               -
                                                  --------------   -------------
  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES    170,221         187,697
                                                  --------------   -------------
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        (1,652)        156,424

  CASH AND CASH EQUIVALENTS - beginning of period         13,844           2,424
                                                  --------------   -------------
  CASH AND CASH EQUIVALENTS - end of period         $     12,192   $       2,513
                                                  ==============   =============


                         TEL-VOICE COMMUNICATIONS, INC.
           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


                                                            2002            2001
                                                  --------------   -------------
  Interest paid                                     $      5,123    $          0
                                                  ==============   =============

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

</table>

                                       5
<PAGE>


                         TEL-VOICE COMMUNICATIONS, INC.
              NOTES TO UNAUDUTED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE PREIODS ENDED JUNE 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  June
     30,2002,  including our results of operations  for the three and six months
     and cash  flows for the six  months  ended  June 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 six months  ended
     June 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 Smartdoncom,  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 six month  period  ended
     June 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.


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


                                       6
<PAGE>

     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 six month periods  ended June 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 cost 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.

     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 six months  ended June 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 June 30, 2002,


                                       7
<PAGE>

     the Company had 308,334 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 six month
     period ended June 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 long-term portion of the notes payable is due in July 2003.

     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 six month  period  ended  June 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.

     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 June
     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 six month  periods  ended June 30, 2001 related to the
     integrated  communities segment.  Revenue and deferred revenue in the three
     month period ended June 30, 2002 includes  $18,177 and $1,571  generated in
     the private electronic networks segment.

                                       8
<PAGE>

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  management  team is comprised of  experienced  individuals  with
proven track  records in the  telecommunications,  finance,  manufacturing,  and
global  business  sectors.  We use the  services  of  consultants  and full time
employees to blend fixed and variable overhead costs.

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.

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.

                                       9
<PAGE>

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.

Results of Operations
----------------------
Three months ended June 30,  2002 vs. June 30, 2001
----------------------------------------------------
Revenue for the three month period ended June 30, 2002  decreased by $206,450 or
93% from  $221,133  for the three  months ended June 30, 2001 to $14,683 for the
three months ended June 30, 2002. The Company had  approximately 135 subscribers
to its 866-Unionet service at June 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.

General and  administrative  expenses  for the three month period ended June 30,
2002  decreased by $63,959 or 25% from $253,511 for the three month period ended
June 30, 2001 to $189,552 for the three month  period  ended June 30, 2002.  The
decrease is principally due to a decrease in travel and entertainment and office
expenses of approximately  $55,000 as a result of curbing such  expenditures,  a
decrease of  approximately  $26,000 in payroll  taxes,  offset by an increase in
accounting fees of $36,000 for annual/quarterly filings.

Interest  expense for the three month  period  ended June 30, 2002  increased by
$25,795  from $923 for the three month period ended June 30, 2001 to $26,718 for
the three month period  ended June 30, 2002.  The increase is due to issuance of
notes  payable in late 2001 and also in the three  month  period  ended June 30,
2002. There were no such notes payable in early 2001.

Six months ended June 30,  2002 vs. June 30, 2001
--------------------------------------------------
Revenue for the six month  period  ended June 30, 2002  decreased by $177,113 or
71% from  $248,833 for the six months ended June 30, 2001 to $71,720 for the six
months ended June 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 six month period ended June 30, 2002
increased  by $36,758 or 10% from  $382,174  for the six month period ended June
30, 2001 to $418,932 for the six month period ended June 30, 2002.  The increase
is  principally   due  to  an  increase  in  accounting   fees  of  $65,000  for
annual/quarterly   filings,   offset  by  a  decrease  in  office   expenses  of
approximately $40,000 as a result of curbing such expenditures.

Interest  expense  for the six month  period  ended June 30, 2002  increased  by
$53,604  from $1,642 for the six month period ended June 30, 2001 to $55,246 for
the six month  period  ended June 30,  2002.  The increase is due to issuance of
notes  payable in late 2001 and also in the three  month  period  ended June 30,
2002. There were no such notes payable in early 2001.

                                       10
<PAGE>

Liquidity and capital resources

The  Company  is  seeking  debt and equity  capital  in order to  implement  its
business plan. The Company  borrowed and additional  $133,504 in the three month
period ended June 30, 2002. At June 30, 2002, the Company had a working  capital
deficit of $779,000  and a cash  balance of $2,386.  The Company  used cash from
operations of $181,679 for the six month period ended June 30, 2002. 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.  The  Company  raised a net  amount of  approximately
$147,000 in debt for the six month period  ended June 30, 2002.  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.


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
         None

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




                                       11
<PAGE>






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 19, 2002

    /s/ ROBERT LEE
--------------------------
    Robert Lee                 Director                       November 19, 2002


                                       12
<PAGE>