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, 2001

      [ ] 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.)

             8283 North Hayden Road, Suite 250, Scottsdale, AZ 85258
                    (Address of principal executive offices)

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


              (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 10, 2001 - 5,825,895 shares of Common Stock

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





<PAGE>


                         TEL-VOICE COMMUNICATIONS, INC.
                                      Index

                                                                         Page
                                                                        Number
                                                                        ------
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements (unaudited)

           Condensed Consolidated Balance Sheet as of June 30, 2001        2

           Condensed Consolidated Statements of Operations for
           the three months ended June 30, 2001 and 2000                   3

           Condensed Consolidated Statements of Operations for
           the six months ended June 30, 2001 and 2000                     4

           Condensed Consolidated Statements of Cash Flows for
           the six months ended June 30, 2001 and 2000                     5

           Notes to Condensed Consolidated Financial Statements           6-7

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                           8-11

Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                              12

Item 2.    Change in Securities and Use of Proceeds                       12

Item 3.    Defaults Upon Senior Securities                                12

Item 4.    Submission of Matters to a Vote of Security Holders            12

Item 5.    Other Information                                              12

Item 6.    Exhibits and Reports on Form 8-K                               12

SIGNATURES                                                                13

Part III.  EXHIBITS



                                       1
<PAGE>


PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001
                                  (Unaudited)

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                   $       157,881
   Accounts receivable                                                 151,015
                                                               ---------------

     Total current assets                                              308,896

FURNITURE & EQUIPMENT, net                                               4,381
DEPOSITS                                                                14,207

     TOTAL ASSETS                                              $       327,484
                                                               ===============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
   Accounts payable and accrued expenses                       $       108,387
   Billing in excess of costs                                          407,222
   Due to officers                                                     252,055
   Notes payable                                                        50,000
   Notes payable - stockholders                                         86,600
                                                               ---------------

     Total current liabilities                                         904,264

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
   Common Stock, $.001 par value, 75,000,000 shares
    authorized, 5,825,895 shares issued and outstanding                  5,826
   Additional paid-in capital                                          510,924
   Accumulated deficit                                              (1,093,530)
                                                               ----------------
     Total stockholders' deficiency                                   (576,780)

TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIENCY                                    $       327,484
                                                               ===============



       See the accompanying notes to the consolidated financial statements

                                       2

<PAGE>


                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                  (Unaudited)

                                                2001              2000
                                         ---------------   ---------------


REVENUE                                  $       221,133   $        45,000
                                         ---------------   ---------------

EXPENSES:
Cost of Revenue                                  154,793                 -
Selling general and administrative               253,511           306,076
                                         ---------------   ---------------

TOTAL EXPENSES                                   408,304           306,076
                                         ---------------   ---------------

LOSS FROM OPERATIONS                            (187,171)         (261,076)

INTEREST EXPENSE                                     923               453
                                         ---------------   ---------------

INCOME BEFORE INCOME TAXES                      (188,094)         (261,529)

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

NET LOSS                                 $      (188,094)  $      (261,529)
                                         ================  ===============

BASIC AND DILUTED LOSS PER SHARE         $         (0.03)  $         (0.06)
                                         ===============   ===============

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED           5,825,895         4,098,890
                                         ===============   ===============








       See the accompanying notes to the consolidated financial statements

                                       3

<PAGE>


                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                  (Unaudited)

                                                2001              2000
                                         ---------------   ---------------


REVENUE                                  $       248,833   $        90,000
                                         ---------------   ---------------

EXPENSES:
Cost of Revenue                                  174,183                 -
Selling general and administrative               382,174           367,918
                                         ---------------   ---------------

TOTAL EXPENSES                                   556,357           367,918
                                         ---------------   ---------------

LOSS FROM OPERATIONS                            (307,524)         (277,918)

INTEREST EXPENSE                                   1,642               453
                                         ---------------   ---------------

INCOME BEFORE INCOME TAXES                      (309,166)         (278,371)

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

NET LOSS                                 $      (309,166)  $      (278,371)
                                         ===============   ===============

BASIC AND DILUTED LOSS PER SHARE         $         (0.05)  $         (0.07)
                                         ===============   ===============

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED           5,819,044         3,923,126
                                         ===============   ===============









       See the accompanying notes to the consolidated financial statements

                                       4
<PAGE>
                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                  (Unaudited)

                                                        2001          2000
                                                   ------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $   (309,166) $    (278,371)
   Adjustments to reconcile net loss
   to net cash used in operating activities:
   Depreciation expense                                     441              -
   Stock issued for services rendered                                   58,250
   (Increase) decrease in:
      Accounts receivable                              (151,015)             -
      Prepaid assets                                                      (581)
      Deposits                                          (14,207)             -
   Increase (decrease) in:
     Accounts payable and accrued expenses               38,781         10,268
     Billing in excess of cost                          407,222              -
                                                   ------------  -------------
Net cash used in operating activities                   (27,944)      (210,434)
                                                   ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture & equipment                     (3,329)             -
                                                   ------------- -------------
Net cash used in investing activities                    (3,329)             -
                                                   ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in due to officer                          23,597        (86,630)
   Proceeds from notes payable                           50,000              -
   Proceeds from notes payable - stockholders            75,000         27,500
   Repayment of notes payable                            (5,900)             -
   Proceeds from sale of common stock                    45,000        282,500
                                                   ------------  -------------
Net cash provided by financing activities               187,697        223,370
                                                   ------------  -------------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                                 156,424         12,936

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD                                    1,457          2,424
                                                   ------------  -------------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD                                   $    157,881  $      15,360
                                                   ============  =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the six months  ended June 30, 2001 and 1999,  the Company paid no income
taxes and no interest.

       See the accompanying notes to the consolidated financial statements

                                       5
<PAGE>


                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The unaudited Condensed  Consolidated Financial Statements have been prepared by
Tel-Voice Communications,  Inc. and subsidiary (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,  2001 are not  necessarily  indicative  of the
results  to be  expected  for the full year  ending  December  31,  2001.  These
financial   statements   should  be  read  in  conjunction  with  the  Company's
consolidated  audited  financial  statements and related  footnotes for the year
ended December 31, 2000 included in the Company's annual report on Form 10-KSB.

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  accompanying  consolidated  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.




                                       6

<PAGE>


                         TEL-VOICE COMMUNICATIONS, INC.
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued

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.  As of June 30,  2001,  the Company had 175,000
stock  options  outstanding  that would affect loss per share if they were to be
dilutive.


NOTE 3 - STOCKHOLDERS EQUITY

During the six months ended June 30, 2001, the Company sold 60,000 shares of its
common stock for gross proceeds of $45,000.


NOTE 4 - CONSTRUCTION CONTRACT

In March  2001,  the  Company  obtained a  construction  contract to install its
communication system in a building in La Jolla, California.  The Company expects
to realize at least $820,000 in revenue from this contract. As of June 30, 2001,
the Company has received  $656,055 of which  $248,833 is recorded as revenue and
$407,222 is recorded as deferred  revenue.  The Company is  accounting  for this
contract by the percentage of completion method.


NOTE 4 - NOTES PAYABLE

In April 2001,  the Company issued a note payable in the amount of $25,000 which
is due in 2004.  In June 2001,  the  Company  issued two 30-day  notes  totaling
$100,000.  One of the notes for $75,000 was from a stockholder.  In addition, in
July 2001, the Company issued a one-year note payable in the amount of $100,000,
the proceeds of which were used to repay the two notes issued in June 2001.





                                       7
<PAGE>


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

GENERAL

The following  discussion and analysis  should be read in  conjunction  with the
Company's  consolidated  financial statements and related footnotes for the year
ended  December  31, 2000  included  in its Annual  Report on Form  10-KSB.  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 in exchange 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.  Smartdotcom 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 are an 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 have incurred net losses of $1,093,530 since our 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.


                                       8
<PAGE>

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.

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.

In the first  quarter of 2001, we obtained a  construction  contracts to install
our  communication  system in a building in La Jolla,  California.  We expect to
realize at least $820,000 in revenue from this  contract.  We are accounting for
this contract on the percentage of completion method.

RESULTS OF OPERATIONS

Three months ended June 30, 2001 vs. June 30, 2000
--------------------------------------------------
Revenue for the three months  ended June 30, 2001  increased by $176,133 or 391%
from  $45,000 for the three  months ended June 30, 2000 to $221,133 for the same
period in 2001. The revenue for the second quarter in 2000 represents consulting
fees  received  from a project  in La Jolla,  CA where we were implementing  our
intranet  technology.  The  consulting  fees received from this project ended in
November  2000. The revenue for the second  quarter in 2001  represents  revenue
from the construction  contract we obtained to install our communication  system
in the building in La Jolla, CA.

                                       9
<PAGE>

Cost of Revenue for the three months  ended June 30, 2001  increased by $154,793
or 100% from $0 for the three  months  ended June 30, 2000 to  $154,793  for the
same period in 2001.  The cost of revenue  represents the cost of installing our
communication  system in the building in La Jolla, CA. There was so such cost of
revenue in the second quarter of 2000.

Selling general and  administrative  expenses for the three months June 30, 2001
decreased  by $52,565 or 17% from  $306,076  for the three months ended June 30,
2000 to $253,511 for the same period in 2001. The decrease is due a $150,000 fee
paid in connection with the reverse merger in June 2000,  which not such fee was
paid in  2001,  offset  by an  increase  in  salary  and  employee  benefits  of
approximately  $14,000 as a result of increasing  our  management  team and work
force,  an  increase of  approximately  $20,000 in travel  related  costs and an
increase of approximately $32,000 in general office and administrative  overhead
incurred in the second quarter of 2001 as compared to 2000.

Interest expense for the three months ended June 30, 2001 increased by $470 from
$453 for the three  months  ended June 30,  2000 to $923 for the same  period in
2001. The increase is due to the issuance of additional notes payable in 2001.


Six months ended June 30, 2001 vs. June 30, 2000
------------------------------------------------
Revenue  for the six months  ended June 30, 2001  increased  by $158,833 or 176%
from  $90,000 for the six months  ended June 30,  2000 to $248,833  for the same
period  in 2001.  The  revenue  for the  first  six  months  in 2000  represents
consulting  fees  received  from  a  project  in  La  Jolla,  CA  where  we  are
implementing  our intranet  technology.  The consulting  fees received from this
project  ended in  November  2000.  The revenue for the first six months in 2001
represents  revenue  from the  construction  contract we obtained to install our
communication system in the building in La Jolla, CA.

Cost of Revenue for the six months ended June 30, 2001  increased by $174,183 or
100% from $0 for the six months  ended June 30,  2000 to  $174,183  for the same
period  in 2001.  The cost of  revenue  represents  the cost of  installing  our
communication  system in the building in La Jolla, CA. There was so such cost of
revenue in the first six months of 2000.

Selling  general and  administrative  expenses  for the six months June 30, 2001
increased by $14,256 or 4% from  $367,918 for the six months ended June 30, 2000
to $382,174 for the same period in 2001. The increase is due a $150,000 fee paid
in connection with the reverse merger in June 2000,  which not such fee was paid
in 2001,  offset by an increase in salary and employee benefits of approximately
$94,000  as a result  of  increasing  our  management  team and work  force,  an
increase of  approximately  $30,000 in travel  related  costs and an increase of
approximately $47,000 in general office and administrative  overhead incurred in
the first six months of 2001 as compared to 2000.

Interest expense for the six months ended June 30, 2001 increased by $1,189 from
$453 for the six  months  ended June 30,  2000 to $1,642 for the same  period in
2001. The increase is due to the issuance of additional notes payable in 2001.

                                       10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

In April, we issued a convertible promissory note for $25,000 and in July issued
a note  payable in the amount of  $100,000,  the  proceeds of which were used to
repay  $100,000 of short-term  notes issued in June 2001. In addition,  in March
2001 we obtained a construction contracts to install our communication system in
a building in La Jolla,  California.  We expect to realize at least  $820,000 in
revenue from this contract. As a result of us being a public company through the
reverse  merger  that  took  place on June 30,  2000 and our  intend to have the
company listed on the OTC Bulletin  Board, we believe that we will be successful
in raising  additional  equity  capital to fund our operations so we can execute
our business  plan.  We believe that cash flow from the recent  contract we were
awarded and the expected  sales of  additional  equity  capital will satisfy our
cash need for at least the next 12 months.

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.











                                       11
<PAGE>


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

Item 6.    Exhibits and Reports on Form 8-K

(a)      Exhibits

None

(b)      Reports on Form 8-K

None












                                       12
<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.



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


Date:  August 16, 2001











                                       13