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

                                  FORM 10-QSB/A
                                Amendment No. 1
 (Mark One)

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

                  For the quarterly period ended June 30, 2000

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

     For the transition period from ________________ to _______________

                                    000-29743
                            (Commission file number)

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

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

                   7373 East Doubletree Ranch Road, Suite 200,
                              Scottsdale, AZ 85258
                    (Address of principal executive offices)

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

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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity. As of August 14, 2000 - 5,507,895 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, 2000         2

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

           Condensed Consolidated Statements of Operations for
           the six months ended June 30, 2000 and 1999                      4

           Condensed Consolidated Statements of Cash Flows for
           the six months ended June 30, 2000 and 1999                     5-6
           Notes to Condensed Consolidated Financial Statements            7-8

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

Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                               11

Item 2.    Change in Securities and Use of Proceeds                        11

Item 3.    Defaults Upon Senior Securities                                 11

Item 4.    Submission of Matters to a Vote of Security Holders             11

Item 5.    Other Information                                               11

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

SIGNATURES                                                                 12

Part III.  EXHIBITS


                                       1


<PAGE>

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2000


                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                 $        15,360
   Stock subscription receivable                                      15,000
   Prepaid expenses                                                      581
                                                             ---------------

     Total current assets                                    $        30,941
                                                             ===============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
   Accounts payable and accrued expenses                     $        19,272
   Shareholder advances                                              113,976
   Notes payable                                                      27,500
                                                             ---------------

     Total current liabilities                                       160,748

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
   Common Stock, $.001 par value, 75,000,000 shares
    authorized, 5,497,895 shares issued and outstanding                5,498
   Additional paid-in capital                                        244,252
   Accumulated deficit                                              (379,557)
                                                             ----------------
     Total stockholders' deficiency                                 (129,807)

TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIENCY                                  $        30,941
                                                             ===============




       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, 2000 AND 1999

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


REVENUE                                     $        45,000    $        22,500

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                            156,076             60,373
                                            ---------------    ---------------

LOSS FROM OPERATIONS                               (111,076)           (37,873)

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

LOSS BEFORE INCOME TAXES                           (111,529)           (37,873)

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

NET LOSS                                    $      (111,529)   $       (37,873)
                                            ================   ================

BASIC AND DILUTED LOSS PER SHARE            $        (0.02)    $         (0.01)
                                            ===============    ===============

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







       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, 2000 AND 1999


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


REVENUE                                     $        90,000   $         50,000

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                            217,918            203,891
                                            ---------------   ----------------

LOSS FROM OPERATIONS                               (127,918)          (153,891)

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

LOSS BEFORE INCOME TAXES                           (128,371)          (153,891)

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

NET LOSS                                    $      (128,371)  $       (153,891)
                                            ================  =================

BASIC AND DILUTED LOSS PER SHARE            $        (0.02)   $          (0.04)
                                            ===============   =================

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED              4,586,730          4,000,000
                                            ===============   ================







       See the accompanying notes to the consolidated financial statements

                                       4

<PAGE>


<TABLE>
<CAPTION>
                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


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

<S>                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $      (128,371)  $       (153,891)
   Adjustments to reconcile net loss
   to net cash used in operating activities:
   Stock issued for services rendered                       58,250                  -
   (Increase) decrease in:
     Accounts receivable                                         -              6,200
     Prepaid assets                                           (581)                 -
   Increase (decrease) in:
     Accounts payable and accrued expenses                  10,268             (6,281)
                                                   ---------------   -----------------

Net cash used in operating activities                      (60,434)          (153,972)
                                                   ----------------  -----------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances from stockholder, net                          (86,630)           153,972
   Proceeds from notes payable                              27,500                  -
   Proceeds from sale of common stock                      282,500                  -
                                                   ---------------   ----------------
Net cash provided by financing activities                  223,370            153,972
                                                   ---------------   ----------------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS                                     12,936                  -

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

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



       See the accompanying notes to the consolidated financial statements

                                       5

<PAGE>



                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

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

NON CASH INVESTING AND FINANCING TRANSCATIONS:

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

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








       See the accompanying notes to the consolidated financial statements

                                       6


<PAGE>


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

NOTE 1 - BASIS OF PRESENTATION

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

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

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  However,  the Company has no established  source of
revenue.  This factor raises  substantial  doubt about the Company's  ability to
continue as a going concern. Without realization of additional capital, it would
be  unlikely  for the  Company to continue  as a going  concern.  The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  asset  amount,  or amounts and  classification  of
liabilities  that might be necessary should the Company be unable to continue in
existence.  It is management's  objective to seek  additional  capital through a
private placement offering.






                                       7
<PAGE>



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

NOTE 2 - EARNINGS PER SHARE

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

NOTE 3 - STOCKHOLDERS EQUITY

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

NOTE 4 - STOCKHOLDERS EQUITY

During the six months  ended June 30, 2000,  the Company sold 710,000  shares of
its common stock for gross  proceeds of $292,500,  of which $15,000 was received
in July 2000.  In addition  the Company  issued  233,000 of its common stock for
services  rendered  valued at $58,250  and issued  374,895  shares of its common
stock in connection with the reverse merger discussed in Note 1.

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





                                       8
<PAGE>

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

Overview
--------

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

We, since its inception,  have incurred net losses of $379,557. We may be unable
to continue in existence unless we are able to arrange  additional  financing to
supplement  our recent sale of common  stock.  We still  continue to incur costs
associated  with the  development of our technology  and  implementation  of our
business plan.


Plan of Operation
-----------------

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

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

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.

                                       9
<PAGE>

Results of Operations
---------------------

Three months ended June 30, 2000 vs. June 20, 1999

Revenue for the three  months  ended June 30,  2000  increased  by $22,500  from
$22,500 for the three  months ended June 30, 1999 to $45,000 for the same period
in 2000. The revenue  represents  consulting  fees received from a project in La
Jolla, CA where we are implementing our intranet technology.

Selling general and administrative  expenses for the three months ended June 30,
2000  increased by $95,703 from $60,373 for the three months ended June 30, 1999
to $156,076  for the same period in 2000.  The  increase is  principally  due to
additional  salary  expenses  and  consulting  fees and  $58,250  in  additional
consulting fees related to stock given to a consultant for services.


Six months ended June 30, 2000 vs. June 20, 1999

Revenue for the six months ended June 30, 2000 increased by $40,000 from $50,000
for the six months  ended June 30,  1999 to $90,000 for the same period in 2000.
The revenue  represents  consulting fees received from a project in La Jolla, CA
where we are implementing our intranet technology.

Selling  general and  administrative  expenses for the six months ended June 30,
2000  increased by $14,027 from  $203,891 for the six months ended June 30, 1999
to $217,918  for the same period in 2000.  The  increase is  principally  due to
$58,250 in consulting  fees related to stock given to a consultant for services,
offset by a decrease in other consulting fees of approximately  $92,000 incurred
during the first quarter of 1999.

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.





                                       10
<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

27.2 - Amended Financial Data Schedule

     (b)      Reports on Form 8-K

On July 12, 2000, the Company filed a Current Report on Form 8-K announcing that
on June 30, 2000 the Company entered into a Stock Purchase Agreement and Plan of
Reorganization with Smartdotcom,  Inc. ("SDC"), a Nevada corporation whereby the
Company  acquired  100% of the issued and outstanding  shares of common stock of
SDC.



                                       11
<PAGE>






                                   SIGNATURES

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

                                              TEL-VOICE COMMUNICATIONS, INC.



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


Date:  December 7, 2000