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 September 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 November 14, 2001 - 5,959,229 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 September 30, 2001     3

          Condensed Consolidated Statements of Operations for
          the three months ended September 30, 2001 and 2000                4

          Condensed Consolidated Statements of Operations for
          the nine months ended September 30, 2001 and 2000                 5

          Condensed Consolidated Statements of Cash Flows for
          the nine months ended September 30, 2001 and 2000                 6

          Notes to Condensed Consolidated Financial Statements             7-9

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             10-14

Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                14

Item 2.   Change in Securities and Use of Proceeds                         14

Item 3.   Defaults Upon Senior Securities                                  14

Item 4.   Submission of Matters to a Vote of Security Holders              14

Item 5.   Other Information                                                14

Item 6.   Exhibits and Reports on Form 8-K                                 14

SIGNATURES                                                                 15

Part III.  EXHIBITS


                                       2

<PAGE>

PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements

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

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                   $        19,696
   Accounts receivable                                                 230,489
                                                               ---------------

     Total current assets                                              250,185

FURNITURE & EQUIPMENT, net                                              19,259
DEPOSITS                                                                14,207

     TOTAL ASSETS                                              $       283,651
                                                               ===============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                       $       184,840
   Billing in excess of costs                                          186,304
   Due to officers                                                     220,706
   Notes payable                                                       105,000
   Notes payable - stockholders                                         61,600
                                                               ---------------

     Total current liabilities                                         758,450

NOTE PAYABLE                                                            25,000

TOTAL LIABILITIES                                                      783,450

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
   Common Stock, $.001 par value, 75,000,000 shares
    authorized, 5,892,562 shares issued and outstanding                  5,893
   Additional paid-in capital                                          560,857
   Accumulated deficit                                              (1,066,549)
                                                               ----------------
     Total stockholders' deficiency                                   (499,799)

TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIENCY                                    $       283,651
                                                               ===============

       See the accompanying notes to the consolidated financial statements

                                        3

<PAGE>


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


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

REVENUE                                      $       561,222   $        45,000

COST OF REVENUE                                      260,678                 -
                                             ---------------   ---------------

GROSS PROFIT                                         300,544            45,000

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSE                             269,729           102,177
                                             ---------------   ---------------

INCOME (LOSS) FROM OPERATIONS                         30,815           (57,177)

INTEREST EXPENSE                                       3,834             1,033
                                             ---------------   ---------------

INCOME (LOSS) BEFORE INCOME TAXES                     26,981           (58,210)

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

NET INCOME (LOSS)                            $        26,981   $       (58,210)
                                             ===============   ===============

BASIC AND DILUTED INCOME
  (LOSS) PER SHARE                           $          0.00   $         (0.01)
                                             ===============   ===============

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED               5,830,243         5,504,199
                                             ===============   ===============




       See the accompanying notes to the consolidated financial statements

                                        4


<PAGE>


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


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

REVENUE                                      $       810,055   $       135,000

COST OF REVENUE                                      434,861                 -
                                             ---------------   ---------------

GROSS PROFIT                                         375,194           135,000

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSE                             651,903           470,095
                                             ---------------   ---------------

LOSS FROM OPERATIONS                                (276,709)         (335,095)

INTEREST EXPENSE                                       5,476             1,486
                                             ---------------   ---------------

INCOME BEFORE INCOME TAXES                          (282,185)         (336,581)

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

NET LOSS                                     $      (282,185)  $      (336,581)
                                             ================  ===============

BASIC AND DILUTED LOSS PER SHARE             $        (0.05)   $         (0.08)
                                             ===============   ===============

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED               5,822,818         4,453,997
                                             ===============   ===============




       See the accompanying notes to the consolidated financial statements

                                        5

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

                                                          2001          2000
                                                   ------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $   (282,185) $    (336,581)
   Adjustments to reconcile net loss
   to net cash used in operating activities:
   Depreciation expense                                   1,689              -
   Stock issued for services rendered                                   58,250
   (Increase) decrease in:
      Accounts receivable                              (230,489)             -
      Prepaid assets                                          -              -
      Deposits                                          (14,207)             -
   Increase (decrease) in:
     Accounts payable and accrued expenses              115,234         34,560
     Billing in excess of cost                          186,304              -
                                                   ------------  -------------
Net cash used in operating activities                  (223,654)      (243,771)
                                                   ------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture & equipment                    (19,455)             -
                                                   ------------- -------------
Net cash used in investing activities                   (19,455)             -
                                                   ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in due to officer                          (7,752)       (81,140)
   Proceeds from notes payable                          150,000              -
   Proceeds from notes payable - stockholders           125,000         27,500
   Repayment of notes payable                           (20,000)             -
   Repayment of notes payable - stockholders            (80,900)        (7,500)
   Proceeds from sale of common stock                    95,000        305,000
                                                   ------------  -------------
Net cash provided by financing activities               261,348        243,860
                                                   ------------  -------------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                                  18,239             89

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD                                    1,457          2,424
                                                   ------------  -------------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD                                   $     19,696  $       2,513
                                                   ============  ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Income taxes paid                               $          -  $          -
                                                   ============  =============
   Interest paid                                   $      1,667  $          -
                                                   ============  =============

       See the accompanying notes to the consolidated financial statements

                                        6
<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 accounting principles generally
accepted  in the United  States of America  have been  omitted  pursuant to such
rules and  regulations.  The results of the nine months ended September 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 holds all 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 amounts,  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 raise additional capital through the sale of equity or
debt.



                                       7
<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 September 30, 2001, the Company had 175,000
stock options and 216,667 warrants outstanding.


NOTE 3 - STOCKHOLDERS EQUITY

In January  2001 the Company  sold 60,000  shares of its common  stock for gross
proceeds of $45,000.  In September 2001, the Company sold 66,667 Units for gross
proceeds  of  $50,000.  Each Unit  consists  of one share of common  stock and a
warrant to  purchase  one  shares of the  Company's  common  stock for $0.75 per
share. In October 2001, the Company sold an additional 66,667 Units for $50,000.
The terms of the warrants are five years.  The stock purchase  agreement for the
sale of shares in September and October have not currently been executed.


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.  As of September 30,
2001,  the Company has billed  $996,359 of which $810,055 is recorded as revenue
and $186,304 is recorded as deferred revenue. The Company is accounting for this
contract by the percentage of completion method.


NOTE 5 - NOTES PAYABLE AND NOTES PAYABLE - STOCKHOLDERS

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,  of which one note for $75,000 was from a stockholder.  In July, 2001,
$95,000 of the $100,000 was repaid.

In July  2001,  the  Company  issued a  one-year  note  payable in the amount of
$100,000 and a warrant to purchase  100,000 shares of the Company's common stock
for $1.00 per share. In addition,  in August 2001, the Company issued a one-year
note payable to a stockholder in the amount of $50,000 and a warrant to purchase
50,000 shares of the Company's  common stock for $1.00 per share.  Both of these
note agreements have not currently been executed.

All of the above notes accrue interest at 8% per annum.

                                       8
<PAGE>


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

NOTE 6 - SUBSEQUENT EVENT

On October 6, 2001,  the Company  entered into an Exclusive  Network  Design and
Maintenance  Agreement  with the  Arizona  State  AFL-CIO  to  create a  private
electronic  communications  network and make available world wide web access for
use by  Arizona  State  AFL-CIO  to  facilitate  communications  with its  local
members.  The  agreement  gives the  Company the  exclusive  right to market its
"Unionet"  computer  network to local AFL-CIO  members.  The Company  expects to
deploy  Unionet by the  mid-November  2001.  The Company will charge local union
members fees ranging from $6.95 per month to $39.95 per month for use and access
to Unionet.












                                       9
<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 our
consolidated  financial  statements  and  related  footnotes  for the year ended
December 31, 2000 included in our 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. 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 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.  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 $1,066,549 since our inception.  We may be unable
to  continue in  existence  unless we are able to arrange  additional  financing
through the sale of equity or debt. We will  continue to incur costs  associated
with the development of our technology and implementation of our business plan.


                                       10
<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 $1,000,000 in revenue from this contract. We are accounting for
this contract on the percentage of completion method.

In October 2001,  we entered into an Exclusive  Network  Design and  Maintenance
Agreement  with  the  Arizona  State  AFL-CIO  to  create a  private  electronic
communications  network  and make  available  world  wide web  access for use by
Arizona State AFL-CIO to facilitate  communications with its local members.  The
agreement gives us the exclusive right to market our "Unionet"  computer network
to local AFL-CIO members.  We expect to deploy Unionet by the mid-November 2001.
We will charge  local union  members fees ranging from $6.95 per month to $39.95
per month for use and access to Unionet.



                                       11
<PAGE>

Results of Operations

Three months ended September 30, 2001 vs. September 30, 2000

Revenue for the three months ended September 30, 2001 increased by $516,222,  or
1,147% from $45,000 for the three months  ended  September  30, 2000 to $561,222
for the  same  period  in  2001.  The  revenue  for the  third  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 third  quarter in 2001
represents  revenue  from the  construction  contract we obtained to install our
communication  system  in  the  building  in La  Jolla,  CA.  We are  using  the
percentage of completion method to account for this construction project.

Cost of Revenue for the three  months  ended  September  30, 2001  increased  by
$260,678  or 100% from $0 for the  three  months  ended  September  30,  2000 to
$260,678 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. We were
able to improve our gross margin on this project by obtaining  better pricing on
equipment were  purchased and installed in this project and by obtaining  higher
gross margins on change orders that have been  submitted on this project.  There
was so such cost of revenue in the second quarter of 2000.

Selling general and  administrative  expenses for the three months September 30,
2001  increased  by $167,552 or 164% from  $102,177  for the three  months ended
September 30, 2000 to $269,729 for the same period in 2001.  The increase is due
to an increase in salary and  employee  benefits of  approximately  $98,000 as a
result  of  increasing  our  management  team and work  force,  an  increase  of
approximately  $22,000 in  professional  fees and an increase  of  approximately
$39,000 in general  office and  administrative  overhead  incurred  in the third
quarter of 2001 as compared to 2000.

Interest  expense for the three months  ended  September  30, 2001  increased by
$2,801 from $1,033 for the three months ended  September  30, 2000 to $3,834 for
the same period in 2001. The increase is due to the issuance of additional notes
payable in 2001.

Nine months ended September 30, 2001 vs. September 30, 2000

Revenue for the nine months ended  September  30, 2001  increased by $675,055 or
500% from $135,000 for the nine months ended  September 30, 2000 to $810,055 for
the same period in 2001.  The revenue for the nine months ended  September  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 nine months ended  September
30,  2001  represents  revenue  from the  construction  contract  we obtained to
install our  communication  system in the building in La Jolla, CA. We are using
the percentage of completion method to account for this construction project.


                                       12
<PAGE>

Cost of Revenue for the nine  months  ended  September  30,  2001  increased  by
$434,861  or 100%  from $0 for the  nine  months  ended  September  30,  2000 to
$434,861 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. We were
able to improve our gross margin on this project by obtaining  better pricing on
equipment were  purchased and installed in this project and by obtaining  higher
gross margins on change orders that have been  submitted on this project.  There
was so such cost of revenue in the second quarter of 2000.

Selling general and  administrative  expenses for the nine months  September 30,
2001  increased  by $181,808  or 39% from  $470,095  for the nine  months  ended
September 30, 2000 to $651,903 for the same period in 2001.  The increase is due
to an increase in salary and employee  benefits of  approximately  $157,000 as a
result  of  increasing  our  management  team and work  force,  an  increase  of
approximately $25,000 in professional fees, an increase of approximately $34,000
in travel related expenses and an increase of approximately  $102,000 in general
office and administrative overhead,  offset by a decrease of a $150,000 fee paid
in  connection  with the  reverse  merger in June 2000.  No such fee was paid in
2001.

Interest  expense for the nine months  ended  September  30, 2001  increased  by
$3,990 from $1,486 for the nine months  ended  September  30, 2000 to $5,476 for
the same period in 2001. The increase is due to the issuance of additional notes
payable in 2001.


Liquidity and capital resources

During 2001, we issued share of our common stock in private placement  offerings
as follows:  January 2001 - 60,000 shares for $45,000;  September  2001 - 66,667
shares for $50,000 and October 2001 - 66,667  shares for $50,000.  In April,  we
issued a promissory  note for $25,000.  In June 2001, we issued two 30-day notes
totaling  $100,000,  of which one note for  $75,000 was from a  stockholder.  In
July,  2001,  $95,000 of the $100,000  was repaid.  In July we issued a one-year
note payable in the amount of $100,000. In addition, in August 2001, we issued a
one-year note payable to a stockholder  in the amount of $50,000.  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  $1,000,000 in
revenue from this contract of which $810,055 has been recognized as of September
30, 2001.  We also entered into an agreement  with the Arizona  State AFL-CIO to
provide  our  "Unionet"  services  to its local  members.  We expect to generate
revenue  from the sale of Unionet  services  in the 4th  quarter  of 2001.  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; however, there can be no assurance that we will be successful in raising
additional capital through the issuance of debt or equity securities.

                                       13
<PAGE>

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

           In September 2001, the Company issued 66,667 shares of common stock
in a private placement offering that resulted in gross proceeds of $50,000.

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




                                       14
<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:  November 14, 2001