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

                                   FORM 10-QSB
 (Mark One)

               [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from ________________ to _______________

                                    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 Road, Suite 200,
                              Scottsdale, AZ 85258
                    (Address of principal executive offices)

                                 (480) 368-8080
                           (Issuer's telephone number)

              16133 Ventura Boulevard, Suite 635, Encino, CA 91436
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity. As of August 14, 2000 - 5,497,895 shares of Common Stock

Transitional Small Business Disclosure Format (check one):  Yes [   ]   No [X]


<PAGE>

                         TEL-VOICE COMMUNICATIONS, INC.
                          (A Development Stage Company)
                                      Index

                                                                         Page
                                                                        Number

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Consolidated Balance Sheet as of June 30, 2000        2

           Condensed Consolidated Statements of Operations for
           the three months ended June 30, 2000 and 1999                   3

           Condensed Consolidated Statements of Operations for
           the six months ended June 30, 2000 and 1999 and from
           inception (April 19, 1999) to June 30, 2000                     4

           Condensed  Consolidated  Statements  of Cash Flows for the
           six months ended June 30, 2000 and 1999 and from
           inception (April 19, 1999) to June 30, 2000                    5-6

           Notes to Condensed Consolidated Financial Statements           7-8

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                            9-10

Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                              10

Item 2.    Change in Securities and Use of Proceeds                       10

Item 3.    Defaults Upon Senior Securities                                10

Item 4.    Submission of Matters to a Vote of Security Holders            10

Item 5.    Other Information                                              10

Item 6.    Exhibits and Reports on Form 8-K                               11

SIGNATURES                                                                12

Part III.  EXHIBITS

                                       1
<PAGE>

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2000
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                   $        15,360
   Stock subscription receivable                                        15,000
   Prepaid expenses                                                     49,123
                                                               ---------------

     Total current assets                                      $        79,483
                                                               ===============


       LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES
   Accounts payable                                            $        16,623
   Accrued expenses                                                      1,505
   Shareholder advances                                                103,208
   Notes payable                                                        27,500
                                                               ---------------
     Total current liabilities                                         148,836
                                                               ---------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Common Stock, $.001 par value, 75,000,000 shares
    authorized, 5,497,895 shares issued and outstanding                  5,498
   Additional paid-in capital                                          421,476
   Deficit accumulated during development stage                       (496,327)
                                                               ----------------
     Total stockholders' deficit                                       (69,353)
                                                               ----------------
TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIT                                       $        79,483
                                                               ===============

       See the accompanying notes to the consolidated financial statements

                                        2

<PAGE>

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                  (Unaudited)

                                                    2000              1999
                                             ---------------   ---------------


REVENUE                                      $             -   $            -

COST OF REVENUE                                            -                 -
                                             ---------------   ---------------

GROSS PROFIT                                               -                 -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                              95,864           182,732
                                             ---------------   ---------------

LOSS FROM OPERATIONS                                 (95,864)         (182,732)

INTEREST EXPENSE                                       1,809                 -
                                             ---------------   ---------------

LOSS BEFORE INCOME TAXES                             (97,673)         (182,732)

 INCOME TAXES                                              -                 -
                                             ---------------   ---------------

NET LOSS                                     $       (97,673)  $      (182,732)
                                             ================  ================

BASIC AND DILUTED LOSS PER SHARE             $        (0.02)   $       (0.05)
                                             ===============   ================

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED               4,787,307         4,000,000
                                             ===============   ================

       See the accompanying notes to the consolidated financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>
                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
              AND FROM INCEPTION (APRIL 19, 2000) TO JUNE 30, 2000
                                  (Unaudited)


                                           Inception to      Six Months Ended June 30,
                                             June 30      ----------------------------
                                               2000            2000           1999
                                          --------------  -------------  --------------
<S>                                       <C>             <C>            <C>
REVENUE                                   $            -  $           -  $            -

COST OF REVENUE                                        -              -               -
                                          --------------  -------------  --------------

GROSS PROFIT                                           -              -               -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                         494,518        127,510         182,732
                                          --------------  -------------  --------------

LOSS FROM OPERATIONS                            (494,518)      (127,510)       (182,732)

INTEREST EXPENSE                                   1,809          1,809               -
                                          --------------  -------------  --------------

LOSS BEFORE INCOME TAXES                        (496,327)      (129,319)       (182,732)

 INCOME TAXES                                         -               -               -
                                          -------------   -------------  --------------

NET LOSS                                  $     (496,327) $    (129,319) $     (182,732)
                                          =============== ============== ===============

BASIC AND DILUTED LOSS PER SHARE          $      (0.12)   $      (0.03)  $        (0.05)
                                          =============   =============  ===============

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED           4,262,865      4,586,730       4,000,000
                                          ==============  =============  ==============
</TABLE>

       See the accompanying notes to the consolidated financial statements


                                       4
<PAGE>
<TABLE>
<CAPTION>

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
              AND FROM INCEPTION (APRIL 19, 2000) TO JUNE 30, 2000
                                  (Unaudited)

                                                     Inception to
                                                        June 30,     Six Months Ended June 30,
                                                     -------------  --------------------------
                                                         2000           2000         1999
                                                     ------------   -----------  ------------
<S>                                                  <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                          $   (496,327)  $ (129,319)  $  (182,732)
   Adjustments to reconcile net loss
   to net cash used in operating activities:
   Stock issued for services rendered                     239,474       58,250       181,224
   (Increase) decrease in:
     Prepaid assets                                       (49,123)     (49,123)            -
   Increase (decrease) in:
     Accounts payable and accrued expenses                 18,128       18,128             -
                                                     ------------   -----------  ------------

Net cash used in operating activities                    (287,848)    (102,064)       (1,508)
                                                     ------------   -----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of public shell                              (150,000)    (150,000)            -
                                                     ------------   -----------  ------------
Net cash used in investing activities                    (150,000)    (150,000)            -
                                                     ------------   -----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances from stockholder, net                         103,208      (45,000)        1,508
   Proceeds from notes payable                             27,500       27,500             -
   Proceeds from sale of common stock                     322,500      282,500             -
                                                     ------------   -----------  ------------
Net cash provided by financing activities                 453,208      265,000         1,508
                                                     ------------   -----------  ------------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                                         -       12,936             -

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD                                     15,360        2,424            -
                                                     ------------   -----------  ------------

CASH AND CASH EQUIVALENTS -
   END OF PERIOD                                     $     15,360   $   15,360   $        -
                                                     ============   ===========  ============
</TABLE>

       See the accompanying notes to the consolidated financial statements

                                       5
<PAGE>



                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
        AND FROM INCEPTION (APRIL 19, 2000) TO JUNE 30, 2000 (continued)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the six months  ended June 30, 2000 and 1999,  the Company paid no income
taxes and $304 in interest.

NON CASH INVESTING AND FINANCING TRANSCATIONS:

Upon its formation, the Company issued 4,000,000 shares of its common stock to a
founding stockholder of the Company.  The shares were valued at $181,224,  which
relates to the stockholder's actual out-of-pocket costs to develop the Company's
business plan.

In  conjunction  with a private  placement  of common  stock in June  2000,  the
Company issued 20,000 shares with an aggregate value of $15,000 on subscription,
which was received in July 2000.

During the three months ended June 30, 2000,  the Company  issued 233,000 shares
of common stock in consideration for consulting services of $58,250.


       See the accompanying notes to the consolidated financial statements

                                       6

<PAGE>

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The unaudited Condensed  Consolidated Financial Statements have been prepared by
Tel-Voice  Communications,  Inc.  (the  "Company"),  pursuant  to the  rules and
regulations of the Securities and Exchange Commission. The information furnished
herein reflects all  adjustments  (consisting of normal  recurring  accruals and
adjustments)  which are,  in the  opinion  of  management,  necessary  to fairly
present the operating results for the respective  periods.  Certain  information
and  footnote  disclosures  normally  present in annual  consolidated  financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted pursuant to such rules and regulations. The results of the six
months ended June 30, 2000 are not  necessarily  indicative of the results to be
expected for the full year ending December 31, 2000.

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  share 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 will hold a majority of the management  positions of the Company and
will  appoint  a  majority  of  Board of  Directors.  The  historical  financial
information presented in this Form 10QSB are those of SDC.

The Company is currently a development  stage  company  under the  provisions of
Statement of Financial  Accounting  Standards  ("SFAS")  No. 7.  Management  has
developed a business plan,  which  incorporates  the Company to provide  private
electronic networks for labor unions and integrated  communities,  both of which
include subscribers of the unions and communities.  The Company will provide the
hardware,  software  and  technical  support  required to setup and maintain the
networks.

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 no established  source of
revenue.  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  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 a
private placement offering.

                                       7

<PAGE>


                         TEL-VOICE COMMUNICATIONS, INC.
                          (A Development Stage Company)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                  (Unaudited)

NOTE 2 - EARNINGS PER SHARE

In 1997, the Financial  Accounting  Standard Board ("FASB") issued  Statement of
Financial  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No.
128 replaced the  previously  reported  primary and fully  diluted  earnings per
share with basic and diluted  earnings per share.  Unlike  primary  earnings per
share,  basic  earnings  per share  excludes  any  dilutive  effects of options,
warrants, and convertible securities. Diluted earnings per share is very similar
to the previously  reported fully diluted earnings per share. Basic earnings per
share is computed using the weighted-average number of common shares outstanding
during the period. Common equivalent shares are excluded from the computation if
their effect is anti-dilutive. There are no common stock equivalents.

NOTE 3 - STOCKHOLDERS EQUITY

In June 2000, the Company issued three unsecured notes payable  totaling $27,500
that bear  interest  at 18% per annum.  The notes are  callable  on  demand.  In
connection  with these notes the Company issued 11,000  warrants to purchase the
Company's common stock at $0.75 per share.

NOTE 4 - STOCKHOLDERS EQUITY

During the six months ended the Company sold 710,000  shares of its common stock
for gross  proceeds of $292,500,  of which $15,000 was received in July 2000. In
addition the Company  issued  233,000 of its common stock for services  rendered
valued at $58,250 and issued  374,895  shares of its common stock in  connection
with the reverse merger discussed in Note 1.

The Company  adopted an employee  stock option program to attract and retain key
employees. The stock option plan contains 1,000,000 shares of which 433,000 have
been issued.


                                       8

<PAGE>


Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations

Overview

We are the first  all-inclusive  telecom,  video,  Internet,  entertainment  and
security  provider.  We  are in the  business  of  enhancing  the  lives  of our
subscribers,  who benefit  from the added value of  high-quality  services and a
fully  integrated  system made available by a single  company.  Subscribers  are
afforded  the  luxury  of  accessing   these  services  using   state-of-the-art
technology   that  includes   hardware,   software  and  network   connectivity.
Consequently,  we provide market  penetration  and  incremental  revenue for our
alliance partners.  Multinational  Fortune 500 companies,  in conjunction with a
select project management team, provide our operations and on-site service.  Our
door-to-door  service  and  warrantee  repair will be  unsurpassed  by any other
companies  offering  similar  services.  Our  financial  model is  predicated on
transaction  revenue and  subscriber  fees.  In fact,  only minimal cash flow is
actually generated through consumer-direct equipment sales.

We, since its inception,  have incurred net losses of $496,327. We may be unable
to continue in existence unless we are able to arrange  additional  financing to
supplement our recent sale of common stock.

We  have  not  yet  generated  any  revenues  and are  still  considered  in the
development  stage.  We  still  continue  to  incur  costs  associated  with the
development of our technology and implementation of our business plan.


Plan of Operation

Our  management  team  includes  experts  in the  fields of  telecommunications,
technology, Internet protocols, interactive programming, marketing, and finance.
Our senior  executives are experienced in managing virtual  companies,  and have
many successes to their collective credit. One of our goals is to keep our staff
count to a minimum by using contract labor and consultants.  We believe that our
structure  positively  influences  performance and nurtures the strengths of our
management team and support staff.

Our offering to our  subscribers  will include voice and video services that are
unparalleled in today's marketplace. In keeping with the philosophies that serve
as our  foundation,  telephone and television  offerings  will be  consolidated.
Without  compromising  simple dial tone and cable  access,  one company with one
vision can deliver all the  telephony  and video  capabilities  a home or office
would need on an  easy-to-use,  yet  high-tech,  platform.  This  vision will be
carried out via the  SmartFone and  SmartCable  services.  We feature  satellite
quality and content using a standard cable  connection.  "Open"  channels can be
used to offer special  education and  craft-related  content to our subscribers,
and no reception  dish is needed.  We are the "cable  company".  As such, we can
introduce  content that is friendly to our markets,  and revenue  generating for
our partners and us. With the near limitless capabilities of the SmartFone,  Our
telecommunications offerings can be as varied as the particular market demands.

                                       9

<PAGE>

Our future is based on our inventory of intellectual  property,  and the ability
to implement the tangible end products.  The patent and copyright processes that
establish  our  designs  as  proprietary  are  continuously  factored  into  our
financial projections and cash flow summary. There are no licenses required.

Forward looking statements

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Stockholders are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the ability of us develop our  technology  and execute our business
plan.  Although  we  believe  the  assumptions  underlying  the  forward-looking
statements  contained  herein are reasonable,  any of the  assumptions  could be
inaccurate,  and therefore,  there can be no assurance that the  forward-looking
statements contained in the report will prove to be accurate.


Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings

          None


Item 2.    Change in Securities and Use of Proceeds

          None


Item 3.    Defaults Upon Senior Securities

          None


Item 4.    Submission of Matters to a Vote of Security Holders

          Not applicable


Item 5.    Other Information

          Not applicable


                                       10
<PAGE>

Item 6.    Exhibits and Reports on Form 8-K

          (a) Exhibits

              27.1 - Financial Data Schedule

          (b) Reports on Form 8-K

               On July 12, 2000,  the Company filed a Current Report on Form 8-K
          announcing  that 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 share of common stock of SDC.







                                       11
<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     TEL-VOICE COMMUNICATIONS, INC.

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


Date:  August 21, 2000







                                       12