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

                                  FORM 10-QSB

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

                      FOR THE QUARTER ENDED MARCH 31, 2002

                                    000-29743
                            (Commission file number)

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

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

          8283 NORTH HAYDEN ROAD, SUITE 250, SCOTTSDALE, ARIZONA 85258
               (Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

There is no active trading market for the registrant's  Common Stock. There were
5,959,229 shares of Common Stock issued and outstanding as of March 31, 2002.

                                Table of Contents
Part I  Financial Information                                               Page

Item 1. Financial Statements:

   Consolidated Balance Sheet as of March 31, 2002 ........................... 2

   Consolidated Statements of Operations for the Three Months Ended .......... 3
   March 31, 2002 and 2001

   Consolidated Statements of Cash Flows for the Three Months Ended ...........4
   March 31, 2002 and 2001

   Consolidated Statements of Cash Flows for the Three Months Ended .......... 5
   March 31, 2002 and 2001, continued

   Notes to the Consolidated Financial Statements ............................ 5

   Management's discussion and analysis ...................................... 8

Item 2  Plan of operation .................................................... 8

Part II Other Information

Item 1. Legal Proceedings ....................................................10

Item 2. Changes in Securities ................................................10

Item 6. Exhibits and Reports on Form .........................................10

Signatures ...................................................................10

                                       1
<PAGE>


Part I  Financial Information

Item 1. Financial Statements:


TEL-VOICE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 2002
(Unaudited)
<table>
<caption>
--------------------------------------------------------------------------------
<S>                                                                     <C>
     CURRENT ASSETS
        Cash and cash equivalents                                   $      2,039
        Accounts receivable                                                1,353
        Inventory                                                          9,970
        Due from officer                                                  35,350
                                                                ----------------
           Total current assets                                           48,712

     FURNITURE AND EQUIPMENT, net                                         61,516

     LEASE DEPOSITS                                                       14,207
                                                                ----------------
     TOTAL ASSETS                                                     $  124,435
                                                                ================
     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES
        Accounts payable                                              $  174,832
        Accrued liabilities                                               39,768
        Deferred revenue                                                   1,571
        Notes payable to stockholders                                    160,657
        Notes payable - other                                            232,992
        Capital lease obligation - current                                21,012
        Accrued interest                                                  19,328
                                                                ----------------
           Total current liabilities                                     650,160

     NOTES PAYABLE - long term portion                                   100,000
                                                                ----------------
           Total liabilities                                             750,160

     STOCKHOLDERS' DEFICIT
        Common stock, $ .001 par value; 75,000,000 shares authorized;
           5,959,229 issued and outstanding                                5,960
        Paid in capital                                                  699,290
        Accumulated deficit                                           (1,330,975)
                                                                ----------------
           Total stockholders' deficit                                  (625,725)
                                                                ----------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $  124,435
                                                                ================
</table>

See the accompanying notes to these unaudited consolidated financial statements.

                                       2
<PAGE>

TEL-VOICE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited)
<table>
<caption>
--------------------------------------------------------------------------------
<S>                                                     <C>             <C>
                                                        2002            2001
                                                   -------------- --------------
REVENUE                                                  $ 57,037       $ 27,700

COST OF REVENUE                                             3,905         19,390
                                                   -------------- --------------
GROSS PROFIT                                               53,132          8,310

GENERAL AND ADMINISTRATIVE EXPENSES                       229,380        128,662
                                                   -------------- --------------
OPERATING LOSS                                           (176,248)      (120,352)

INTEREST EXPENSE
                                                           28,528            720
                                                   -------------- --------------
LOSS BEFORE INCOME TAXES                                 (204,776)      (121,072)

INCOME TAX PROVISION
                                                                -              -
                                                   -------------- --------------
NET LOSS                                               $ (204,776)     $(121,072)

NET LOSS PER SHARE:
   Basic                                                   $ 0.03         $ 0.02
                                                   ============== ==============
   Diluted                                                 $ 0.03         $ 0.02
                                                   ============== ==============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Basic                                                5,959,229      5,812,117
                                                   ============== ==============
   Diluted                                              5,959,229      5,812,117
                                                   ============== ==============
</table>



See the accompanying notes to these unaudited consolidated financial statements.

                                       3
<PAGE>

TEL-VOICE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(Unaudited)
<table>
<caption>
--------------------------------------------------------------------------------
<S>                                                        <C>          <C>
                                                          2002          2001
                                                   -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                            $ (204,776)    $ (121,072)
   Adjustments to reconcile net loss to net cash
   used in operating activities:
       Depreciation                                         5,048            256
       Loss on disposal of assets                           2,174              -
       Amortization of debt discount                       14,750              -
   Changes in assets and liabilities:
       Accounts receivable                                 39,729              -
       Accounts payable                                    27,776        (34,108)
       Billing in excess of cost                                -        208,040
       Accrued liabilities                                 39,768              -
       Deferred revenue                                     1,571
       Accrued interest                                    11,371              -
       Net cash (used in)/provided by operating
         activities                                       (62,589)        53,116

CASH FLOWS FROM INVESTING ACIVITIES:
   Purchase of furniture and equipment                          -              -
       Net cash used in investing activities                    -              -

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings on notes payable               58,742              -
   Payments on notes payable                                     -        (1,500)
   Net change in due to/due from officers                  (7,958)        40,959
   Proceeds from sale of common stock                           -         45,000
       Net cash provided by financing activities           50,784         84,459

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS         (11,805)        137,575

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             13,844          1,457

CASH AND CASH EQUIVALENTS, END OF PERIOD                    2,039        139,032
</table>



See the accompanying notes to these unaudited consolidated financial statements.

                                       4
<PAGE>


TEL-VOICE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001,
continued
--------------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION:                      2002            2001
                                                   -------------- --------------
    Interest paid                                   $       4,333  $       - 0 -
                                                   ============== ==============
    Income taxes paid                               $       - 0 -  $       - 0 -
                                                   ============== ==============



See the accompanying notes to these unaudited consolidated financial statements.


TEL-VOICE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

NOTE 1.  Basis of Presentation

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

On June 30, 2000 the Company entered into a Stock Purchase Agreement and Plan of
Reorganization with Smartdotcom,  Inc. ("SDC"), a Nevada corporation whereby the
Company  acquired 100% of the issued and  outstanding  shares of common stock of
SDC.  This  transaction  was approved by the  unanimous  consent of the Board of
Directors of the Company.  For  accounting  purposes this  transaction  is being
accounted for as a reverse merger as the  stockholders  of SDC own a majority of
issued and outstanding  shares of common stock of the Company and the management
team of SDC hold a majority  of the  management  positions  of the  Company  and
appointed  a  majority  of the  Board of  Directors.  The  historical  financial
information presented in this Form 10QSB for the three month period ended March,
31, 2001 is that 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


                                       5
<PAGE>

include any adjustments  relating to the  recoverability  and  classification of
recorded asset amount,  or amounts and  classification of liabilities that might
be  necessary  should the  Company be unable to  continue  in  existence.  It is
management's  objective to seek additional capital through the sale of equity or
debt.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Concentration of Credit Risk
----------------------------
The Company  places its cash in what it believes to be  credit-worthy  financial
institutions.  However,  cash balances may exceed FDIC insured levels at various
times during the year. There were no bank balances  exceeding  insured limits at
March 31, 2002.

Revenue
-------
Revenue for the three month  period ended March 31, 2002  primarily  consists of
contract  fees  received in  connection  with  implementation  of the  Company's
technology in an  integrated  community in La Jolla,  California.  Revenue under
this contract was recognized on the percentage-of-completion  method measured by
the portion of the total  contract or job cost expended to date to the estimated
total cost to complete.  Contract  costs  include all direct  labor,  materials,
subcontract  costs and  indirect  costs such as supplies,  equipment  and repair
costs.  Selling,  general  and  administrative  costs are  charged to expense as
incurred.

The Company began generating revenue from its 1-866-Unionet private network. The
revenue for the three months ended March 31, 2002 from this business segment was
not material.

Earnings Per Share
------------------

The  Company  calculates  earnings  per share in  accordance  with SFAS No. 128,
"Earnings Per Share",  which requires  presentation  of basic earnings per share
("Basic EPS") and diluted earnings per share ("Diluted EPS"). The computation of
Basic EPS is computed by dividing loss available to common  stockholders  by the
weighted average number of outstanding common shares during the period.  Diluted


                                       6
<PAGE>

EPS gives effect to all dilutive  potential common shares outstanding during the
period. The computation of Diluted EPS does not assume  conversion,  exercise or
contingent  exercise of  securities  that would have an  antidilutive  effect on
earnings.  As of March 31,  2002,  the  Company had  308,334  stock  options and
warrants  outstanding  that  would  affect  loss per  share  if they  were to be
dilutive.

NOTE 3 - RELATED PARTY TRANSACTIONS

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

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

During the three month period ended March 31, 2002, the Company accrued a salary
to its CEO of $45,000.  Of this  amount,  $36,000 was paid.  Net advances to the
Company's  CEO increased by $7,958 during the three month period ended March 31,
2002.

NOTE 4 - NOTES PAYABLE AND CAPITAL LEASE

The Company has made no  payments on its notes  payable or its capital  lease in
the three month period ended March 31, 2002.

The Company  incurred  additional notes of $41,554 due to bank, 10% interest per
annum,  matured  March 25,  2002 and  currently  in default  and  $17,187 at 10%
interest, due to an individual, matured March 8, 2002 and currently in default.

The long-term portion of the notes payable is due in 2003.

The Company granted warrants in connection with the debt financing raised in the
year ended December 31, 2001. There were 150,000 warrants issued to purchase the
Company's common stock at $1.00 per share. The Company determined the fair value
of the warrants to $0.59 per share using the minimum  value method of estimating
the fair value of the warrants. A total discount of $88,500 was recorded on debt
with a face value of $150,000.  For the three month period ended March 31, 2002,
$14,750 of that  amount was  amortized  and  charged to  interest  expense.  The
discount is being amortized over the 18 month term of the notes.

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

NOTE 5 - BUSINESS SEGMENTS

The Company  presently  operates in two business  segments,  private  electronic
networks for labor unions and integrated  communities.  The Company  started its
operations  in the private  electronic  networks in the year ended  December 31,
2001.  Substantially  all the operating  information for the three month periods
ended March 31, 2002 and 2001  related to the  integrated  communities  segment.
Revenue  and  deferred  revenue in the three month  period  ended March 31, 2002
includes $3,494 and $1,571 generated in the private electronic networks segment.

                                       7
<PAGE>

Management's Discussions and Analysis or Plan of Operations

General

The following discussion and analysis should be read in conjunction with the our
unaudited, consolidated financial statements and related footnotes for the three
month period ended March 31, 2002 included in on Form 10-QSB.  The discussion of
results,  causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.

Background and Overview

Tel-Voice Communications,  Inc. ("Tel-Voice") was incorporated under the laws of
the State of Nevada  on  December  31,  1996 to engage in any  lawful  corporate
activity,  including,  but not limited to,  selected  mergers and  acquisitions.
Smartdotcom,  Inc.  was  incorporated  under  the laws of the State of Nevada on
April 19, 1999. On June 30, 2000,  Smartdotcom  became a wholly owned subsidiary
of Tel-Voice through a reverse merger.  Tel-Voice issued 4,376,895 shares of its
common  stock 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 $1,330,975 since  inception.  We may be unable to
continue in  existence  unless we are able to arrange  additional  financing  to
supplement our sale of common stock. We still continue to incur costs associated
with the development of our technology and implementation of our business plan.


Plan of Operation

Our   management   team   includes   experienced   managers  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


                                       8
<PAGE>

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 contract to install our
communication  system in a building in La Jolla,  California.  We completed this
project in the year ended  December  31,  2001.  We intend to continue to pursue
contracts in the integrated  communities  segment. We are presently  negotiating
for several  contracts  that will  provide  revenue to the Company over the next
several years.

We are also moving forward with our  1-866-Unionet  services.  To-date,  we have
entered the market with  approximately  100  subscribers  for our pager service.
These subscribers are the first under our agreement with the Arizona AFL-CIO. We
purchase pagers and airtime and resell both to our subscribers.

Results of Operations

Three Month Period ended March 31, 2002 compared to March 31, 2001

Revenue for the three month period ended March 31, 2002 was $57,037  compared to
$27,700 for the three month period  ended March 31,  2001.  The 2001 revenue was
generated from the integrated  community  project in La Jolla,  California.  The
2002  revenue was  primarily  generated  from the same  project.  This  contract
represents  substantially  all of the revenue for the three month  period  ended
March 31, 2002.  The  Company's  cannot assure that it will continue to generate
revenues  in the future at levels  commensurate  with that of 2001.  The revenue
includes $3,494 in subscription revenue under our 1-866-Unionet service.

Cost of sales for the three  month  periods  ended  March 31, 2002 and March 31,
2001, represent labor and material cost associated with the integrated community
project in La Jolla.

General and administrative expenses of $229,380 for the three month period ended
March 31, 2002  increased  by $100,718 or 78% from  $128,662 for the three month
period ended March 31,  2001.  The  increase is due  primarily to the  increased
staffing in the three month period ended March 31, 2002. The Company recorded no
payroll  costs in the quarter  ended March 31, 2001,  compared to $87,000 in the
three months ended March 31,2002. The increase is also partly due to an increase
in legal and  professional  fees of  approximately  $30,000  in the three  month
period ended March 31, 2002 compared to the same period in 2001.


Three Month Period ended March 31,  2001 vs. March 31, 2000

Revenue for the three  months  ended March 31, 2001  decreased by $17,300 or 38%
from  $45,000 for the three  months ended March 31, 2000 to $27,770 for the same
period in 2001. The revenue for the first quarter in 2000 represents  consulting


                                       9
<PAGE>

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 quarter 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 three months  ended March 31, 2001  increased by $19,390
or 100% from $0 for the three  months  ended  March 31,  2000 to $19,390 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 no such cost of
revenue in the first quarter of 2000.

Selling general and administrative  expenses for the three months March 31, 2001
increased  by $66,820 or 108%from  $61,842 for the three  months ended March 31,
2000 to $128,662 for the same period in 2001. The increase is principally due to
an increase in salary and employee benefits of approximately $35,600 as a result
of  increasing  our   management   team  and  work  force  and  an  increase  of
approximately $25,000 in general office and administrative overhead.

Interest  expense for the three  months  ended March 31, 2001  increased by $720
from $0 for the three months ended March 31, 2000 to $720 for the same period in
2001. The increase is due to the issuance of notes payable in the latter half of
2000.

Liquidity and capital resources

The  Company  is  seeking  debt and equity  capital  in order to  implement  its
business plan. The Company borrowed an additional  $64,500 as of March 31, 2002.
At March  31,  2002,  the  Company  had a current  ratio of 0.07,  had a working
capital deficit of $601,448 and a cash balance of $2,039.  The Company used cash
from operations of $62,589 for the three month period ended March 31, 2002. Most
of the Company's  obligations are current and these  obligations will have to be
restructured and new capital will be needed in order to meet the repayment terms
of these  obligations.  Many of these  obligations  are  presently  in  default.
Historically, the Company has relied upon its major shareholder and his contacts
to  provide  capital  for the  Company.  The  Company  raised  a net  amount  of
approximately  $59,000 in debt  during the three  month  period  ended March 31,
2002. There can be no assurances that these sources will provide future funding.
The Company will require  capital to market its private  networking  segment and
will need working capital to finance receivables and materials purchases for its
integrated community segment.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
        None

Item 2. Changes in Securities
        None

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits
         None
     (b) Reports on Form 8-K
         None

                                       10
<PAGE>

                                   SIGNATURES

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


                                                  TEL-VOICE COMMUNICATIONS, INC.

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

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

       Signature                   Title                            Date

    /s/ JAY BUDD
-------------------------
        Jay Budd                  Chairman of the Board and CEO     May 23, 2002

    /s/ ROBERT LEE
--------------------------
        Robert Lee                 Director                         May 23, 2002