UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 2003

                                       or

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 000-27917


                          IPVOICE COMMUNICATIONS, INC.
                       -----------------------------------
              (Exact name of small business issuer in its charter)


                                     NEVADA
                       -----------------------------------
                         (State or other jurisdiction of
                         incorporation or organization)

                                   65-0729900
                       -----------------------------------
                      (I.R.S. employer identification no.)

                         14860 Montfort Drive, Suite 210
                                  Dallas, Texas
                       -----------------------------------
                    (Address of principal executive offices)

                                      75254
                       -----------------------------------
                                   (Zip Code)

Issuer's telephone number, including area code: (972) 386-3372

Securities registered under Section 12(b) of the Exchange Act:


Title of each class:                    Name of exchange on which registered:

-------------------------------------   ---------------------------------------


Common Stock, Par Value $0.001          Over-the-Counter Bulletin Board
-------------------------------------   ---------------------------------------

Securities registered under to Section 12(g) of the Exchange Act:    None


<PAGE>


     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities 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 |_|

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulations  S-B is not contained in this form, and no disclosure will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB |X|

     State issuer's revenues for its most recent fiscal year. $2,346,945

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days.  (See  definition of affiliate in Rule
12b-2 of the Exchange Act.)

     Note:  If  determining  whether a person is an  affiliate  will  involve an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

     The aggregate  market value of the common stock of the  registrant  held by
non-affiliates  as of March 31, 2004 is  $48,593,405  based upon the most recent
price on that date at which the registrant's common equity was sold.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes |_| No |_|

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable date. As of March 31, 2004, we had
56,945,397 shares of our common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     We have incorporated by reference our Form SB-2 Registration  Statement and
all  amendments  thereto,  which was filed on August  21,  2000 and  amended  on
November 14, 2000 and February 12, 2001.

     Transitional Small Business Disclosure Format (Check one): Yes |_|; No |X|


<PAGE>




                          IPVOICE COMMUNICATIONS, INC.

                          ANNUAL REPORT ON FORM 10-KSB

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

PART I   .....................................................................1
   Item 1.  Description of Business...........................................1
   Item 2.  Description of Properties.........................................7
   Item 3.  Legal Proceedings.................................................8
   Item 4.  Submission of Matters to a Vote of Security Holders...............8

PART II  .....................................................................8
   Item 5.  Market for Common Equity and Related Stockholder Matters..........8
   Item 6.  Management Discussion and Analysis or Plan of Operation..........10
   Item 7.  Financial Statements.............................................15
   Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure..........................15
   Item 8A. Controls and Procedures..........................................15

PART III ....................................................................16
   Item 9.  Directors, Executive Officers, Promoters and Control Persons:
                Compliance with Section 16(a) of the Exchange Act............16
   Item 10. Executive Compensation...........................................17
   Item 11. Security Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters..............................18
   Item 12. Certain Relationships and Related Transactions...................19
   Item 13. Exhibits, Financial Statement Schedule and Reports on Form 8-K...19
   Item 14. Principal Accountant Fees and Services...........................21

PART IV  ....................................................................22
   Signatures................................................................22

     Our   trademarks,   service  marks  and  trade  names   include   MultiCom,
TrueConnect,  4Com, IP  Jack-in-the-Box,  and FLAT25,  among others. This report
also contains  trademarks,  service  marks,  copyrights  and trade name of other
companies.


<PAGE>


                                     PART I

Item 1. Description of Business

Forward-Looking Information

     Certain matters discussed in this report or in the information incorporated
by  reference  may  constitute   forward-looking   statements.   Forward-looking
statements   can  generally  be   identified  by  the  use  of   forward-looking
terminology,  such as "believes,"  "expects," "may," "will," "should,"  "seeks,"
"approximately,"  "intends,"  "plans,"  "estimates,"  or  "anticipates"  or  the
negative of these terms or other  comparable  terminology,  or by discussions of
strategy, plans or intentions.  Statements contained in this report that are not
historical facts are forward-looking statements. Without limiting the generality
of the preceding statement, all statements in this report concerning or relating
to estimated and projected earnings,  margins, costs, expenditures,  cash flows,
growth rates and financial results are forward-looking  statements. In addition,
we, through our senior management, from time to time make forward-looking public
statements  concerning our expected future  operations and performance and other
developments.   These  forward-looking   statements  are  necessarily  estimates
reflecting our best judgment based upon current information and involve a number
of risks and  uncertainties.  Other  factors  may affect the  accuracy  of these
forward-looking  statements,  and our actual results may differ  materially from
the  results  anticipated  in  these  forward-looking  statements.  While  it is
impossible  to identify  all relevant  factors,  factors that could cause actual
results to differ  materially  from those  estimated by us include,  but are not
limited to, those factors or conditions described in "Management  Discussion and
Analysis or Plan of  Operation"  as well as changes in the  regulation of the IP
telephony  industry  at  either  or  both  of  the  federal  and  state  levels,
competitive  pressures  in the IP  telephony  industry and our response to these
factors, and general conditions in the economy and capital markets.

     All subsequent written and oral forward-looking  statements attributable to
IPVoice Communications,  Inc. ("IPVoice" or the "Company") and persons acting on
our  behalf  are  qualified  in  their  entirety  by the  cautionary  statements
contained in this report.

The Company

         History of the Business

     We were  incorporated  in the State of Nevada on February 19, 1997, as Nova
Enterprises,  Inc.,  to develop  and  produce  our unique  proprietary  software
solutions  for  use  in  Internet  Telephony   (hereafter  referred  to  as  "IP
Telephony").  In general terms, a reverse  acquisition is a transaction in which
the inactive  public entity  acquires an operating  company and then changes its
name as the  surviving  parent  corporation  to the name of the  subsidiary  and
allows the  subsidiary to appoint  management in the  surviving  public  entity.
Thereafter, the subsidiary may formally merge with the parent or may continue to
operate  as a  separate  operating  subsidiary.  In this  case,  the  subsidiary
transferred all of its assets to the parent.  The  reorganization  agreement was
accounted for as a reorganization of IPVCDE.



                                       4
<PAGE>


     In  March  1998,  the  Company  entered  into a  reorganization  agreement,
pursuant to which our predecessor exchanged 9,000,000 shares of its common stock
for all of the outstanding common shares of a private operating company known as
IPVoice Communications, Inc. ("IPVCDE"), a transaction commonly referred to as a
"reverse acquisition." In May 1999, we changed our name to IPVoice.com,  Inc. In
January  2001,  in  connection  with our  acquisition  of 100% of the issued and
outstanding  shares of the  common  stock of  IPVoice  Communications,  Inc.,  a
Delaware corporation,  we changed our name to IPVoice Communications,  Inc. As a
result of that acquisition,  the prior Delaware corporation ceased to exist, and
the Nevada  corporation became known as IPVoice  Communications,  Inc. Our prior
officers and directors  resigned and were replaced by the officers and directors
of the Delaware incorporated IPVoice  Communications,  Inc. This transaction was
accounted for as a reorganization of IPVoice Communications, Inc.

     Our  common  stock is traded on the OTC  Bulletin  Board  under the  symbol
"IPVO.OB." We previously  conducted  business from our  headquarters  in Denver,
Colorado until August 1999,  when we relocated our corporate  office to Phoenix,
Arizona. In June 2002, the headquarters  relocated again to its current location
in Dallas, Texas.

     Since our  inception,  our efforts have largely been  dedicated to research
and development in the integration of emerging communication  technologies.  The
original  strategy centered on building  proprietary IP Telephony  software that
would enable  IPVoice to provide  unique  converged  communication  services and
dramatic operational network  efficiencies.  Accordingly,  IPVoice would then be
positioned to deliver a clearly differentiated  communication product at a price
competitive with traditional communication products.

     Our primary research and development  effort has  historically  centered on
our MultiCom Business Management  Software  ("MultiCom") for use in IP telephony
applications  (telephone,  fax,  data,  images  and  video  over the  Internet).
MultiCom  is the  business  management  system  behind our  TrueConnect  Gateway
product.  The TrueConnect Gateway allows a packet of information (voice,  video,
e-mail,  data,  images,  etc.) to cross multiple  networks while  traveling to a
final destination and also allows packets from multiple communication streams to
share a single  network.  IP  Telephony  has been  generally  recognized  by the
telecommunications  market  as a more  cost  effective  voice  service  than the
incumbent  Public Switched  Telephone  Network (PSTN) solution  prevalent today.
Late in 1999, we began to deploy a global  Voice-over-Internet  Protocol  (VoIP)
network   constructed  on  the  MultiCom  and  TrueConnect  Gateway  proprietary
technology in order to establish our first revenue  stream  through the sales of
communication products direct to consumers worldwide.

     The  VoIP  network   rollout   proceeded  as  anticipated.   However,   the
corresponding  sales  and  marketing  efforts  to  establish  initial  consumers
suffered  significantly as a result of the technology market turndown  beginning
in early 2000. Diminished consumer confidence in technology start-ups negatively
impacted our early sales efforts.  The complete  dissolution of all of our joint
marketing partnerships also greatly reduced overall sales capacity. With initial
sales volume far below plan, combined with the inevitable issues associated with
first  implementations  of  new  technologies,   we  were  unable  to  establish
sustainable revenue momentum.  The few early customers established just prior to
the technology  market turndown  likewise lost  confidence,  eroding our limited
base further.



                                       5
<PAGE>


     We have never been the  subject of a  bankruptcy,  receivership  or similar
proceeding.

         Current Corporate Strategy

     Our management remains confident in the converged  communications  industry
and  remains  committed  to  becoming  a leader  in the  industry  by  providing
proprietary  technologies that enable enhanced  communication  services at costs
competitive with, or superior to, traditional communication services.

     Since the failed first  service  launch,  management  has  concentrated  on
conserving  corporate  resources  in order to preserve  shareholder  value while
exploring  alternative  strategies  to penetrate  the  converged  communications
market.  Management  has  developed a new strategy  that  focuses on  leveraging
existing investment,  remaining focused on enabling enhanced communications with
proprietary  technologies at costs competitive with, or superior to, traditional
services,  while at the same time  accounting for the current  challenges in the
capital marketplace and technology industry.

     Our renewed strategy is squarely  founded on our proprietary  technologies.
Our  prior  investment  in  research  and  development  has  created  a line  of
proprietary   technologies  that  enable  enhanced  communications  and  network
efficiencies.  Our current  strategic plan calls for leveraging this proprietary
technology  foundation by packaging our software with  recognized  communication
technology  brands.  Potential  customers,  such as Lucent  Technologies,  Cisco
Systems  and Nortel  Networks,  are  competing  to develop  emerging  technology
product lines that enable converged  communication  service offerings  delivered
across an IP network.  Our strategy calls for partnering with branded  providers
of known  technologies by packaging both branded and  proprietary  products in a
single value  proposition  marketed directly to prospective  strategic  decision
makers.  By  diversifying  margin  opportunity  across both branded and in-house
products,  we  expect to  minimize  expense  to the  customer  with the  minimal
objective of breaking  even on the  software  sale.  In exchange for  minimizing
upfront  expense  and the  corresponding  risk  associated  with  building a new
communication  service,  we expect  to share in the  recurring  revenue  created
through the delivery of such services.

     In order to accelerate  the necessary  strategic  relationship  development
with branded  communication  industry  customers,  we systematically  set out to
identify,  qualify  and  acquire a  systems  integration  firm with  established
branded  channel  relationships.  As a  result  of this  effort,  we  found  and
negotiated  an  opportunity   to  acquire   VergeTech  Inc.  We  completed  this
transaction on June 14, 2002.

     VergeTech,  Inc.  ("VTI")  was a  privately  held  communications  industry
technology services firm founded in 1997 and headquartered in Dallas, Texas. VTI
specialized in identifying, enhancing and building new technologies that created
enhanced  communications services and enabled the convergence of existing voice,
video and data communications.




                                       6
<PAGE>


     VTI customers were primarily  communication  providers (LECs,  CLECs, ISPs,
ASPs, and MSOs) leveraging emerging  technologies to create  differentiation and
complementary  lines of communication  services.  VTI customers  purchased,  and
continue to purchase from us,  software,  software  maintenance  and integration
services from VTI.

     Independent of its  discussions  with us, VTI had already begun to create a
strategic business model of its own concentrating only on emerging  technologies
developed  by third  parties as well as  developing  and  packaging  proprietary
technologies of its own. VTI will concentrate on the development of technologies
that enhance and can, in turn,  be packaged  with the major brand name  products
that VTI resells.  Today,  the  business we acquired  from VTI is a reseller and
integrator  for emerging  communication  software  solutions  developed by Cisco
Systems and Sun Microsystems.

     On June 19,  2002,  we acquired  all of the assets of VTI in exchange for a
$3,000,000  promissory note  convertible  into 50% of the issued and outstanding
shares of IPVoice as of the date of issuance. Since the June 19 transaction, VTI
has  continued as a holding  company of which our  Chairman and Chief  Executive
Officer,  Philip M. Verges is the sole director and officer. In October of 2002,
VTI converted  $1,800,000 of that promissory  note into 2,000,000  shares of our
common stock.

     Consistent with the VTI asset acquisition agreement, the board of directors
and  the  management  team  resigned  and VTI  management  assumed  the  vacated
management  positions of IPVoice.  Philip Verges, the former President and Chief
Executive  Officer of VTI,  became our Chief  Executive  Officer and Chairman on
June 19, 2002  replacing  Mr.  James  Howson.  No other board  members have been
elected at this time.

     We completed two additional  acquisitions in the 2003 fiscal year. In 2003,
we acquired all of the issued and  outstanding  stock of Infotel  Technology PTE
Ltd.  ("Infotel")  in  Singapore as part of our strategy to establish a foothold
operation  in Asia.  We also  acquired a majority of the issued and  outstanding
stock of IP Global Voice, Inc. ("IP Global Voice") of San Francisco,  California
as part of our  strategy  to  accelerate  business  development.  Each of  these
businesses  is now  operated as a majority  or wholly  owned  subsidiary  of the
Company.  Infotel  is a  communications  systems  integrator  primarily  in  the
business of reselling and integrating specialty communication devices to various
government  agencies and  commercial  customers.  IP Global Voice was a start-up
with certain  intellectual  and physical  assets that had been acquired from the
breakup of a previous  company.  In 2003,  IP Global Voice was in the process of
developing  a full  feature  Voice-over  IP  service  offering  that  went  into
production in December,  2003.We  anticipate the Voice over IP (VoIP) service to
contribute  significant recurring revenue in 2004 and 2005. Given the breadth of
these  acquisitions,  we are currently  considering  alternatives to the IPVoice
Communications, Inc. moniker to better represent our broader market objectives.

     We  remain  in the  development  stage  and  are  acquiring  the  necessary
operating  assets  and  management  expertise  to  continue  with  our  proposed
business.  Although we are developing  tools necessary to enter the IP Telephony
market, there is no assurance that any benefit will result from such activities.



                                       7
<PAGE>


     Our future plans call for acquiring  companies  that augment and complement
our current  products and  customers.  Such plans  involve  various risks to our
future  business  operations  and  financial  condition.  If we fail to  perform
adequate due diligence,  we may acquire a company or technology that: (a) is not
complementary to our business; (b) is difficult to assimilate into our business;
(c) subjects us to possible liability for technology or product defects;  or (d)
involves  substantial   additional  costs  exceeding  our  estimated  costs.  In
addition:  (a) we may spend  significant  funds conducting  negotiations and due
diligence   regarding  a  potential   acquisition  that  may  not  result  in  a
successfully completed transaction; (b) we may be unable to negotiate acceptable
terms  of  an  acquisition;  (c)  if  financing  is  required  to  complete  the
acquisition,  we may be unable to obtain such financing on reasonable  terms, if
at  all;  and  (d)  negotiating  and  completing  an  acquisition,  as  well  as
integrating the acquisition into our operations, will divert management time and
resources away from our current operations and increase our costs.

Our Principal Products/Services:

     We are a  product  reseller  and  integrator  for  Cisco  Products  and Sun
Microsystems products. We also offer:

     o    Voice over IP services
     o    Proprietary Healthcare Practice Management Software
     o    Proprietary Defense Industry System Solutions
     o    Voice Mail and Messaging Services;
     o    Prepaid Long-Distance Calling Card Services;
     o    Corporate Long-Distance, Fax and Data Networking Services;
     o    E-commerce Communications Services for businesses selling products and
          services over the Internet;
     o    Intelligent Contact Management; and
     o    Wireless Features, Long-Distance and Applications.

Revenue/Products Breakdown:

     To date our revenues have come primarily in the following product areas:

     o    Software Licensing;
     o    Long-Distance Telephone Services, both Domestic and International;
     o    Technical Independent Consulting; and
     o    Security.

     Our Customers:

     We  have  three  major  types  of  customers:   large  and  small  national
corporations,  such as Comp USA, Cisco Systems,  and Siemens;  service providers
(domestic and foreign) to include Internet Service Providers (ISPs), Application
Service Providers  (ASPs),  Local Exchange Carriers (LECs) and Competitive Local
Exchange Carriers (CLECs); and governments (domestic and foreign).

     Our Billing Practices:

     For integration and licensing services, we bill our customers on a biweekly
basis. On most  communication  services such as local and long distance provided
through our service  provider,  we provide  services on a prepaid basis. We also
offer real-time billing. Real-time billing allows the customer to secure reports



                                       8
<PAGE>


on the volume of calls,  locations called, exact amount owed and other features.
We also offer major customers weekly and monthly  billing,  if they post letters
of credit.

     Geographic Markets:

     Our  target  markets  are  located   domestically  in  all  50  states  and
internationally  in developing  economies,  including Asia,  Latin America,  and
Eastern Europe.

     Marketing:

     We plan to partner with branded communications providers to integrate their
systems into a consolidated  package representing a single value proposition for
direct marketing to our target markets.

     Competitive Business Conditions:

     The  Internet-based  communications  software  products  industry is highly
competitive  and varied.  Most of our existing and  potential  competitors  have
financial,  personnel,  marketing,  customer bases and other financial resources
significantly  greater than ours. Among our various  competitors are many of our
potential   customers   such  as  WorldCom,   MCI,   Cisco  Systems  and  Lucent
Technologies.  These  competitors  have the flexibility to introduce new service
and pricing  options that may be more  attractive  to our existing and potential
customers.  As a result,  these  competitors  have  greater  growth  and  profit
potential than we do. We will attempt to overcome the competitive  advantages of
our  competitors by pursuing our new strategy of acquiring  businesses  that are
complementary to our own and which provide us with brand name recognition.

     Suppliers/Raw Materials:

     Our principal suppliers are provided below:

     o    Cisco Systems
     o    Sun Microsystems

     Although there can be no assurances,  management believes that we have good
relations  with each of our principal  suppliers.  Our business does not require
the use of raw materials to any significant degree.  Those raw materials that we
do need are readily available through numerous commercial sources.

     Dependence on Major Customers:

     During 2003, we were not dependent  upon a few or a single major  customer.
During 2003, no single customer accounted for more than 10% of our revenues.

     Patents, Trademarks and Licenses:

     We do not hold, and have not applied for, any patents.  We have  previously
filed for service mark protection with the U.S. Patent and Trademark  Office for



                                       9
<PAGE>


the following  marks but in an effort to conserve  scarce  resources,  we do not
immediately intend to vigorously follow up on those filings:

     o    IPVoice,
     o    MultiCom,
     o    AuditRite,
     o    TrueConnect,
     o    TruePartner,
     o    4Com,
     o    ICB Connect,
     o    IP Jack-in-the-Box (stylized mark),
     o    COMMUNICATIONS OUT OF THE BOX,
     o    IPVoice.net,
     o    IPVoice.com,
     o    FLAT5,
     o    FLAT25, and
     o    4X4.

     The  applications  were filed between  August 1998 and early 2001. To date,
the following marks have been accepted for registration:  MultiCom, TrueConnect,
4Com, IP  Jack-in-the-Box,  and FLAT25.  Various office actions have been issued
and  responses  filed.  There  can  be  no  guarantees  as  to  when,  if  ever,
registration will be granted on any or all of our applications.

     Regulatory Matters:

Federal

     We have  no  current  domestic  license  with  the  Federal  Communications
Commission  ("FCC").  We use the  Internet  for  transmission  of  long-distance
telephone calls. Presently,  the FCC does not regulate companies that provide IP
Telephony services as common carriers or  telecommunications  service providers.
Notwithstanding the current state of the rules, the FCC's potential jurisdiction
over the  Internet  is broad  because  the  Internet  relies  on wire and  radio
communications  facilities and services over which these regulatory  authorities
have long-standing authority.

     We have previously  requested our Competitive Local Exchange Carrier (CLEC)
and Inter eXchange Carrier (IXC) status in the U.S., but do not presently intend
to  vigorously  continue  pursuing the CLEC and IXC status.  A CLEC  designation
permits the resale of local telecommunications  services and an IXC designation,
which stands for InterExchange  Carrier,  allows for the resale of long-distance
telecommunications  services.  We also have received a 214 international license
from the FCC for international long-distance service.

Canadian

     In Canada, the Canadian  Radio-Television and Telecommunication  Commission
determined  in  1998  that  IP  Telephony   service  providers  must  pay  local
contribution  charges for calls terminating on local telephone  networks,  while
those calls that  originate  and terminate on computers are not subject to these



                                       10
<PAGE>


charges.  Canadian regulatory authorities may in the future make a determination
to apply  international  call termination fees or otherwise tariff IP Telephony.
We may also be required to comply with the  regulations  regarding the operation
of our  business  in  several  foreign  jurisdictions  and  will be  subject  to
compliance with the  requirements of the authorities of these locales  regarding
the establishment and operation of our business.

State

     Our  business  strategy  historically  subjected  us to  varying  levels of
regulation  in  the  states  in  which  we  anticipated   providing   intrastate
telecommunications  services.  The vast  majority  of the states  required us to
apply for certification to provide intrastate telecommunications services, or at
least to  register  or to be found  exempt  from  regulation  before  commencing
intrastate service.  The majority of states also require us to file and maintain
detailed  tariffs  listing  our rates for  intrastate  service.  Although we had
previously  started  the  process of filing in each  state,  we do not intend to
pursue this process vigorously at this time.

     Many states also impose  various  reporting  requirements  or require prior
approval   for   transfers   of  control  of   certified   carriers,   corporate
reorganizations,  acquisitions of telecommunications operations,  assignments of
carrier  assets,   including  subscriber  bases,  carrier  stock  offerings  and
incurrence  by  carriers  of  significant  debt  obligations.   Certificates  of
authority  can  generally be  conditioned,  modified,  canceled,  terminated  or
revoked by state regulatory authorities for failure to comply with state law and
the rules,  regulations and policies of the state regulatory authorities.  Fines
and other penalties,  including the return of all monies received for intrastate
traffic  from  residents  of a state,  may be imposed  for such  violations.  In
certain states,  prior  regulatory  approval may be required for acquisitions of
telecommunications operations.

     We currently  are not subject to any state  regulation  with respect to our
Internet-related services.  However, there can be no assurances that we will not
be subject to such regulations in the future. Additionally,  we are not aware of
any pending legislation or regulations that would have a material adverse effect
on our operations. As we expand our efforts we must remain attentive to relevant
federal and state regulations.  FCC rules prohibit switching a customer from one
long-distance  carrier to another without the customer's consent and specify how
that consent must be obtained.  Many states have consumer  protection  laws that
further  define the  framework  within which our  marketing  activities  must be
conducted. We intend to comply fully with all laws and regulations; however, the
constraints of federal and state restrictions could impact the success of direct
marketing efforts and otherwise increase our costs of doing business.

     Future Regulation:

     Due to the increasing  popularity  and use of the Internet,  it is possible
that  additional  laws  and  regulations  may be  adopted  with  respect  to the
Internet, covering issues such as:




                                       11
<PAGE>


     o    content,
     o    privacy,
     o    access to adult content by minors,
     o    pricing,
     o    bulk e-mail,
     o    encryption standards,
     o    consumer protection,
     o    electronic commerce
     o    taxation,
     o    copyright infringement, and
     o    other intellectual property issues.

     We cannot  predict the impact,  if any, that future  regulatory  changes or
developments  may  have on our  business,  financial  condition  or  results  of
operation. Changes in the regulatory environment relating to the Internet access
industry,  including  regulatory  changes  that  directly or  indirectly  affect
telecommunication  costs or increase the likelihood or scope of competition from
regional  telephone  companies or others,  could  increase our operating  costs,
limit our ability to offer services and reduce the demand for our services.

     If, as the law in this area  develops,  we become  liable  for  information
carried on, stored on or disseminated through our gateways,  it may be necessary
for us to take steps to reduce our  exposure to this type of  liability  through
alterations in our equipment, expanded insurance coverage or other methods. This
may  require  us to spend  significant  amounts  of money for new  equipment  or
premiums and may also require us to  discontinue  offering  certain  products or
services.

     In a report to the United States Congress,  the FCC stated its intention to
consider  regulating voice and fax telephony services provided over the Internet
as  "telecommunications"  even  though  Internet  access  itself  would  not  be
regulated.  The FCC is also considering  whether such  Internet-based  telephone
service  should be subject  to  universal  service  support  obligations  or pay
carrier  access  charges  on the same  basis as  traditional  telecommunications
companies.

     Local telephone companies assess access charges to long-distance  companies
for  the  use  of  the  local  telephone  network  to  originate  and  terminate
long-distance calls, generally on a per-minute basis. Access charges have been a
matter of continuing dispute, with long-distance  companies complaining that the
rates are  substantially in excess of cost, but local telephone  companies argue
that access rates are justified to subsidize lower local rates for end users and
other   purposes.   Local  and   long-distance   companies   both  contend  that
Internet-based  telephony  should be subject to these charges.  Since we plan to
continue to install our gateways and to offer IP Telephony, we could be directly
affected by these  developments.  We cannot  predict  whether these debates will
cause  the FCC to  reconsider  its  current  policy of not  regulating  Internet
service providers.

     A governmental  body could impose sales and other taxes on the provision of
our  services,  which could  increase the costs of doing  business.  A number of
state and local  government  officials  have  asserted  the right or indicated a



                                       12
<PAGE>


willingness to impose taxes on Internet-related services and commerce, including
sales,  use and access  taxes.  No such laws have become  effective to date.  We
cannot  accurately  predict  whether  the  imposition  of any such  taxes  would
materially  increase our costs of doing  business or limit the services  that we
provide.  It may be possible to pass on some of these costs to the  consumer and
continue to remain competitive.

     As our services  are  available  over the  Internet in multiple  states and
foreign countries, these jurisdictions may claim that we are required to qualify
to do business as a foreign  corporation in each such state and foreign country.
New legislation or the application of laws and regulations from jurisdictions in
this area could have a detrimental effect upon our business.

Environmental

     Our  business is not subject to any  material  costs or other  effects as a
result of compliance with federal, state or local environmental laws.

     Research and Development:

     Since our inception,  we have spent  $142,509 on research and  development.
During 2001, we spent $16,946 on research and  development.  No funds were spent
on research and development in 2002 or 2003.

     Employees:

     We currently  have 75  employees,  the majority of whom perform  consulting
services  for our  clients.  We  currently  have only one  officer and one board
member.  We intend to fill all officer and board  positions in 2004, once we are
able to secure adequate  director's and officer's  liability  insurance.  Philip
Verges is the Chief  Executive  Officer and Chairman.  Mr. Verges also serves as
our Principal  Financial  Officer.  Lisa Hargraves is our staff  controller.  We
expect to hire as many as 100 additional  employees in 2004 in conjunction  with
forecasted growth plans. None of the current employees is represented by a labor
union for purposes of collective bargaining.  We consider our relations with our
existing employees to be good.

     Reports to Security Holders:

     We are subject to the informational requirements of the Securities Exchange
Act of 1934.  Accordingly,  we file  annual,  quarterly  and other  reports  and
information with the Securities and Exchange  Commission.  You may read and copy
these  reports and other  information  we file at the  Securities  and  Exchange
Commission's public reference room in Washington, D.C. at 450 Fifth Street, N.W.
The public may obtain  information on the operation of the public reference room
by calling the Securities and Exchange Commission at 1-800-SEC-0330. Our filings
are also available to the public from commercial document retrieval services and
the Internet  website  maintained by the Securities  and Exchange  Commission at
www.sec.gov.




                                       13
<PAGE>


     Our principal  executive offices are located at 14860 Montfort Drive, Suite
210, Dallas, Texas 75254. Our telephone number is 972-386-3372.

Available Information

     Our website  address is  www.ipvoice.com  We make  available free of charge
through our Internet site our annual reports on Form 10-K,  quarterly reports on
Form 10-Q,  current reports on Form 8-K, and Forms 3, 4 and 5 filed on behalf of
directors and executive officers,  and any amendments to these reports, filed or
furnished pursuant to the Securities  Exchange Act of 1934 as soon as reasonably
practicable  after  they  are  electronically  filed  with or  furnished  to the
Securities and Exchange Commission.

Item 2. Description of Properties

     At year-end  December 31, 2003, we operated out of approximately 671 square
feet of leased  facilities  located at 14860 Montfort Drive,  Suite 210, Dallas,
Texas 75254. Our telephone  number is (972) 386-3372.  Our lease expires on July
31, 2005. Our monthly rental payments are $1,079.75.

     Under the terms of our lease, we are required to pay a percentage  share of
the building  impositions and operating  expenses.  Our percentage  share of the
expenses  is an amount  equal to the  amount by which,  if any,  the  property's
operating  expenses exceed the annual operating expense base, plus any amount by
which  the  property's  impositions  exceed  the  annual  imposition  base.  Our
percentage share is 25.29%.

     We do  not  own  any  property  or  intend  to  have  any  property  in the
foreseeable future. We do not intend to renovate, improve or develop properties.
We are not subject to any competitive conditions for property and currently have
no property to insure.  We have no policy with  respect to  investments  in real
estate or interests in real estate and no policy with respect to  investments in
real estate mortgages. Further, we have no policy with respect to investments in
securities  of  or  interests  in  persons  primarily  engaged  in  real  estate
activities.

Item 3. Legal Proceedings

     We are presently  engaged in various legal actions as indicated  below.  We
cannot determine at this time to what extent liability or damages,  if any, will
be imposed against us as a result of these matters. We do not currently maintain
insurance  coverage  that would be applicable to any damages that may be awarded
against us as a result of these matters. Should any significant damage awards be
rendered  against  us, the payment of such  damages may have a material  adverse
effect on our operations and financial condition.

     On December 17, 1999,  Satlink 3000, doing business as Independent  Network
Services ("INS"), filed a complaint against the Company in the Superior Court of
the State of Arizona,  County of Maricopa,  No. CV 99-22560,  alleging breach of
contract,  and other causes of action and seeking actual and punitive damages as
a result of the  rescission  of our merger with INS. In July,  2003 we reached a
mutually agreeable settlement of this matter with Satlink 3000.



                                       14
<PAGE>


     On December 22, 1999,  Peter Stazzone,  who became the Company's  Secretary
and  Treasurer in connection  with the failed  merger of Satlink  3000,  filed a
complaint  against  the Company in the  Superior  Court of the State of Arizona,
County of Maricopa,  Case No. CV  99-22828,  alleging  various  causes of action
against  us,  including  breach of an  employment  contract  with us,  breach of
fiduciary   duty,   tortious   interference   and   intentional   and  negligent
misrepresentation,  all in  connection  with our  rescission of the Satlink 3000
merger. Mr. Stazzone seeks his salary,  liquidated  damages,  award of stock and
options,   interest  and  attorneys'   fees.  We  are  currently  in  settlement
negotiations with Mr. Stazzone.  If we are unable to reach a mutually  agreeable
settlement, we intend to defend this claim vigorously.

     On or about September 2, 2003, Fisher-Anderson,  L.C. filed a complaint for
breach of contract and conversion  against us in the Superior Court of the State
of Arizona,  County of Maricopa,  Case No. CV  2003-018065  seeking  damages and
other  relief in  connection  with one or more leases of certain  furniture  and
equipment provided by Fischer Anderson to the Company. We believe that we do not
possess the furniture or equipment at issue. In the same lawsuit, we, along with
other  defendants,  are defending claims in the nature of contract and breach of
fiduciary  duty  brought by Mr.  James  Howson,  our former  Chairman  and Chief
Executive  Officer and a former  stockholder that had personally  guaranteed the
lease  obligations  of the Company.  We are  currently is engaged in  settlement
negotiations  with Fischer  Anderson and Mr. Howson in an attempt to resolve the
litigation.  We have not yet filed a response to the claims. If we are unable to
reach a  mutually  agreeable  settlement,  we intend to  vigorously  defend  all
claims.

     We are not aware of any  contemplated  legal  proceeding by a  governmental
authority in which we may be involved.

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

     We did not  submit  any  matter to a vote of  security  holders  during the
fourth quarter of 2003.










                [Balance of this page intentionally left blank.]








                                       15
<PAGE>


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     Our common stock has been since July 1998, and is currently,  quoted on the
Over-the-Counter  Bulletin Board ("OTCBB") under the symbol "IPVC.OB". The high,
low and average bid  information for each quarter for the two most recent fiscal
years  is  presented  below.  The  quotations  are  interdealer  prices  without
adjustment for retail  markups,  markdowns or commissions and do not necessarily
represent actual transactions. These prices may not necessarily be indicative of
any reliable  market value.  On March 31, 2004,  the last reported sale price of
the common stock on the OTCBB was $0.94 per share.

              Quarter             High            Low        Average

        2001
        First Quarter             $0.51            $0.17        $0.35
        Second Quarter            $0.28            $0.09        $0.17
        Third Quarter             $0.11            $0.03        $0.05
        Fourth Quarter            $0.11            $0.01        $0.03

        2002
        First Quarter             $0.12            $0.03        $0.05
        Second Quarter            $0.06            $0.02        $0.04
        Third Quarter             $0.03            $0.01        $0.02
        Fourth Quarter            $0.26            $0.03        $0.11*

        2003
        First Quarter             $0.14            $0.07        $0.09
        Second Quarter            $0.28            $0.10        $0.18
        Third Quarter             $0.22            $0.13        $0.16
        Fourth Quarter            $0.60            $0.17        $0.34

*    In the fourth quarter of 2002 the Company  executed a 30-to-1 reverse stock
     split.

     Holders:

     As of December  31,  2003,  we had  50,934,786  shares of our common  stock
outstanding  held of record by 5,136 holders of record.  We currently  have only
one class of common stock outstanding.

     Dividends:

     We have not  declared  any cash  dividends  on our common  stock  since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future  earnings for use in our business  operations.  Any
decisions  as to future  payment of  dividends  will depend on our  earnings and
financial  position  and such  other  factors  as the Board of  Directors  deems
relevant. We are also subject to certain restrictions related to the declaration
of  dividends  on our  common  stock by the terms of our  outstanding  preferred
stock.



                                       16
<PAGE>


     Recent Sales of Unregistered Securities:

     In the first quarter 2000, an existing  shareholder  exercised warrants for
386,000  shares of common stock for $386,000 cash. In the first quarter 2000, an
existing  Rule 506 investor  exercised  his warrants for 75,000 shares of common
stock by tendering  $74,063 cash.  In the first quarter 2000, we issued  300,000
shares of common stock for services/deposits,  valued at the current market rate
of  $876,778,  to two  entities,  one  related  party  ($730,778)  and the other
unrelated ($146,000).

     In  the  second  quarter  2000,  we  made a  tender  offer  to  the  senior
convertible (Series A) preferred  stockholders who were given the option of: (1)
converting all of the units into 17,832 shares of common stock, (2) converting a
portion of the units to shares of common stock and amend the notes or (3) retain
the units and not to agree to the  offer.  As a result of the tender  offer,  we
issued  543,876 shares of common stock in exchange for the  cancellation  of 950
shares of Series A preferred stock and $759,450 of debt.

     During the second quarter of 2000, we received $2,084,371,  net of expenses
of $425,629, from the issuance of 2,500 shares of convertible Series B preferred
stock with a 7.5% dividend rate. At the election of the shareholders, the Series
B preferred  stock may be converted  into shares of common stock by dividing the
purchase price by the conversion  price.  The conversion price equals the lesser
of: (1) 110% of the lowest  closing bid price for the common  stock for the five
trading  days  prior to the date of  issuance  or (2) 75% of the  average of the
three lowest  closing bid price for the common stock for the thirty  consecutive
trading  days  preceding  the  conversion  date.  We have  recorded a beneficial
conversion  feature  discount on the issuance of convertible  Series B preferred
stock in the  amount of $833,.  Based on the  Series B  preferred  stockholders'
agreement,  we are recording the Series B preferred stock dividend over 180 days
from May 22,  2000.  Also,  on the  conversion  date,  the  Series  B  preferred
stockholders  have an option to acquire up to  $2,500,000 of common stock at the
conversion  price.  Furthermore,  in  accordance  with the  Series  B  preferred
stockholders'  agreement, we issued 350,000 warrants to purchase common stock at
an exercise price of $2.136 per share.

     In July 2000, we, along with International  Investment Partners Ltd. (IIP),
agreed to terminate the  consulting  agreement,  effective  May 31, 2000,  under
terms which excused IIP from providing any further services and discontinued our
obligation  to make the monthly  payments for such  services.  In addition,  IIP
agreed to exchange both outstanding warrants for 700,000 shares of common stock.

     In October  2000,  we entered  into an  agreement  with Marie  Peregrim  to
provide sales and marketing  management  consulting  services throughout Europe,
excluding  the United  Kingdom,  in exchange for 300,000  shares of common stock
valued at $273,000. On February 14, 2001, our SB-2 was declared effective by the
Securities and Exchange  Commission  ("SEC").  This SB-2 was filed  primarily to
register  shares of common  stock  underlying  the 2,500  shares of  convertible
Series B preferred stock and related dividends and warrants  associated with the
issuance.



                                       17
<PAGE>


     On February 20, 2001,  the  Company's  Board of Directors  adopted the 2001
Stock Award Plan  ("Plan")  under which  2,256,000  shares of common  stock were
reserved. The Plan was effective upon adoption. All of the shares under the Plan
were granted that we no longer consider the plan active.  Under the Plan, shares
of common  stock may be  awarded  to  employees  and  consultants  for  services
rendered.  For  purposes of the Plan,  the shares of common stock were valued at
$0.38 per share. A  registration  on Form S-8 was filed with the SEC on February
20,  2001 so that the  shares of common  stock,  when  awarded,  would be freely
marketable by the individual recipients.

     On April 26, 2001, the Company's Board of Directors  adopted the 2001 Stock
Award Plan II ("Plan II") to reserve an  additional  3,004,418  shares of common
stock.  Plan II was  effective  upon  adoption.  For  purposes of Plan II, these
shares of common  stock were valued at an average  price of $0.13 per share.  In
consideration for their service, two of our former officers,  Mr. Howson and Ms.
Will each were awarded  1,000,000 shares of common stock under this Plan II. The
remaining shares were issued to our employees as part of severance  arrangements
or for accepting certain wage concessions.

     In the  first  half of  2002,  the  Company  filed a Form  S-8 to  register
12,500,000  shares of common  stock at a price of $0.04 per  share,  which  were
subsequently issued to certain officers,  directors, related parties and others.
In April 2002, the Company filed a Form S-8 to register 500,000 shares of common
stock at a price of $0.05 per share,  which  were  issued to the  Company's  law
firm. In April 2002,  the Company  issued  171,840  restricted  common shares as
payment of $8,592 in accrued interest to the remaining Series A unit holders. In
the third quarter 2002, the Company issued  5,000,000  common shares in exchange
for  services  valued  at  $250,000,  or $0.05  per  share,  pursuant  to an S-8
registration  statement.  In the third and fourth qarters 2002, 51 shares of the
Series B preferred stock were converted to 7,078,199  common shares.  In October
2002,  60,000,000  common  shares  were  issued  to  convert  $1,800,000  of the
promissory note issued to acquire the net assets of Vergetech.  In October 2002,
the Company completed a 1 for 30 reverse split of its common stock, resulting in
110,648,874 shares being retired.  Subsequent to the reverse split, 26 shares of
the Series B preferred stock were converted into 588,546 shares of common stock,
and 200,000  shares of common stock were issued in exchange for services  valued
at $18,000, or $0.09 per share.

     In March of 2003 in a private placement exempt from registration, we issued
111,667 shares of common stock in satisfaction of consulting  services contracts
with third  parties.  On October 14,  2003,  we issued  2,500 shares of Series C
Preferred Stock in connection  with our acquisition of Infotel.  On November 24,
2003,  we  issued  a  $408,000  promissory  note to  VTI,  an  affiliate,  for a
short-term  loan of a like amount.  At various times between  September 2003 and
December 2003, we issued six convertible notes having two year maturities to two
institutional investors in face amounts aggregating  approximately $1.8 million.
At various times throughout 2003, holders of the Series B Convertible  Preferred
Stock submitted  conversion  notices and we issued  23,885,332  shares of common
stock in satisfaction of such conversion  notices.  At various times  throughout




                                       18
<PAGE>


2003,  holders  of  convertible  notes  issued by us in 2000 and 2001  submitted
conversion  notices  to us and we issued  22,333,606  shares of common  stock in
satisfaction of such conversion notices. All of these issuances were exempt from
registration as private placements of securities.

Item 6. Management Discussion and Analysis or Plan of Operation

     Forward-Looking Statements:

     Statements   in   this   Management   Discussion   and   Analysis   include
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words or
phrases  "would be," "will  allow,"  "intends  to," "will likely  result,"  "are
expected  to," "will  continue,"  "is  anticipated,"  "estimate,"  "project," or
similar expressions are intended to identify "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements may be found in "Description of Business," "Management Discussion and
Analysis or Plan of Operation" and elsewhere in the report. Actual results could
differ  materially from those projected in the  forward-looking  statements as a
result of a number of risks and uncertainties, including: (a) lack of demand for
our products and services  offered over the Internet;  (b) competitive  products
and pricing; (c) limited amount of resources devoted to advertising; (d) lack of
demand for our products and services being  purchased via the Internet;  and (e)
other factors that may negatively affect our operating results.  Statements made
herein are as of the date of the filing of this Form 10-KSB with the  Securities
and Exchange Commission and should not be relied upon as of any subsequent date.
We   expressly   disclaim  any   obligation   to  update  any   information   or
forward-looking  statements  contained  in  this  Form  10-KSB,  except  as  may
otherwise be required by applicable law.

     Overview

     Until we achieve a sustained level of profitability,  we must be considered
a start-up  entity.  Until that time,  we may  periodically  depend on financing
resources for cash flows to meet certain operating  expenses and no assurance of
our financial success or economic survival can be given during this period.

     We have only recently begun to experience  revenue from the sale of IPVoice
products and services.  We believe our strategy,  introduced in June of 2002, to
package our own IP Telephony  products and services with recognized  brand names
and to  pursue  sales  in the high  demand  Telecommunications,  Healthcare  and
Homeland Security Markets will be successful.

     We expect to  realize  $20,000,000  in overall  sales in fiscal  year 2004.
Management   anticipates  that  while  in  an  aggressive  growth  phase,  those
forecasted sales will produce only a small profit.

     In  addition  to the  products  and  services  we  currently  offer  in the
Telecommunications  market,  we plan to further expand the current  product line
into the Healthcare and Homeland Security markets in fiscal 2004. Our plans call
for  accelerating  market  entry  into  the  Healthcare  and  Homeland  Security
industries  through strategic mergers and acquisitions.  In the first quarter of
2004,  IPVoice has already  acquired Medical Office Software Inc.  ("MOS"),  and
Digital Computer Integration Inc. ("DCI") as part of that strategy.



                                       19
<PAGE>


     MOS is an eighteen-year-old corporation providing medical industry software
solutions to more than 3000  Physicians  primarily in the South Florida  Region.
The  flagship  administrator  product  of MOS is a Medical  Practice  Management
Software Package that includes billing, accounting and electronic claims filing.

     DCI  is a  fourteen-year-old  corporation  located  in  Plano,  Texas  that
specializes in the  development of  non-standard  products for use in the United
States and Allied military applications, as well as homeland security and public
safety applications. Custom solutions have included mission critical command and
control  computers,  emergency  vehicle  mobile  computing  solutions  and  WIFI
systems.

     We expect to seek additional strategic merger and acquisition candidates to
further  expand our  product  and service  offerings  in the  Telecommunication,
Healthcare and Homeland Security Markets in fiscal 2004 and beyond.

     In a two-fold strategy to expand sales into developing economic regions and
at the same time tap into the offshore  technical  labor market,  we will pursue
acquisitions of systems integration firms in developing  economies.  In 2003, as
previously mentioned,  we acquired Infotel. In the first quarter of this year we
acquired RKM IT Solutions in Caracas, Venezuela.

     RKM is a sixteen year old systems  integration and IT outsourcing  services
firm recognized in Venezuela and throughout  northern South America as a leading
provider of voice, data and video network solutions, as well as systems and help
desk  support.  Clients  include  DuPont,  Bayer,  Sony,  BASF,  ConocoPhillips,
Colgate-Palmolive and ChevronTexaco.  RKM is also a regionally certified partner
for Cisco Systems, Sun Microsystems, Computer Associates, IBM and Microsoft. RKM
has won the 2003 Microsoft  Infrastructure Solution of the Year in Venezuela and
has been  recognized  as a Gold  Partner.  The company is  expanding  its system
integration  and IT outsourcing  services in the Caribbean,  Colombia,  Ecuador,
Peru and Mexico.

     In addition to the systems  integration firms acquired in Latin America and
Asia, later in 2004 we plan to seek systems integration  acquisition  candidates
in Eastern Europe.

     While we have  and  continue  to  aggressively  grow  through  mergers  and
acquisitions,  management  plans for our long-term growth to be achieved through
organic  sales  growth.  The current  financial  forecasting  only  includes the
consolidated  forecasts  of the  acquired  companies.  In the second  quarter of
fiscal 2004  management  will  complete  organic  sales plans that will  include
additional sales being forecasted into fiscal 2004.

     We expect to raise additional  capital in fiscal 2004 to support our growth
plan.  Currently,   management  anticipates  raising  at  least  $2  million  in
additional  working  capital  for the Company  and an  additional  $3 million in
working capital for the majority owned  subsidiaries of the Company.  Management
plans to raise the  additional  $3  million  directly  into the  majority  owned
subsidiaries  and not  directly  impact the capital  structure of the Company in
regard to raising the additional $3 million in capital.



                                       20
<PAGE>


     Results of Operations

     Net Sales. Year Ended December 31, 2003 Compared to the Year Ended December
31, 2002 Net Sales.  Net sales  increased over one hundred  percent (100 %) from
$959,059 for the year ended  December 31, 2002 to $2,346,945  for the year ended
December 31, 2003. This increase was due primarily to the  implementation of the
previously  herein  described new business  model  implemented in June 2002. The
corresponding acquisition of VTI in June 2002 and the full year of operations in
2003 with the assets  acquired  from VTI  account  for a notable  portion of the
increase in Net Sales from 2002 to 2003.

     Cost of sales increased one hundred fifty four percent (154%) from $631,769
for the year ended  December 31, 2002 to $1,602,778  for the year ended December
31, 2003.  This  increase was  primarily  due to the  corresponding  increase in
overall  sales.  Our cost of sales,  as a percentage of sales for the year ended
December 31, 2002 was approximately  65.9% and 68.3% for the year ended December
31, 2003.  Management  plans to pursue  strategies to reduce the overall cost of
sales as a percentage of sales as the company  grows.  Management  will leverage
the  increased  purchasing  volume to improve  purchasing  contracts  and reduce
overall  cost of sales.  Management  will also  implement  resource  utilization
strategies that can demonstrate notable savings when applied over higher volumes
of production.

     Compensation  Expense.  Compensation  expense  decreased eight percent (8%)
from  $331,189  for the year ended  December  31, 2002 to $304,713  for the year
ended  December  31,  2003.  Management  is  working  to  keep  Compensation  in
reasonable proportion to the overall Company sales and expenses.  Management has
significantly  decreased its stock-based  compensation  to outside  consultants,
officers  and  related  party  consultants  and plans to  continue to limit such
compensation.  No  performance  incentive  Compensation  program has yet been in
place  since the  implementation  of the new  business  model in June 2002,  but
management  plans to construct  and  implement  such a plan in 2004  intended to
support  the  aforementioned   objective  of  keeping  overall  Compensation  in
proportion to Company sales and expenses.

     General and Administrative Expense. General and administrative expenses for
the Year ended December 31, 2002 expenses were $820,232 compared to $594,719 for
the year ended  December 31, 2003. The general and  administrative  expenses for
the Year ended  December 31, 2002 reflect an elevated  level of what  management
would consider  prudent and  appropriate  expenses for a notable  portion of the
year as management work to disperse  recurring expenses that had been instituted
under the previous  IPVoice  business model and consistent with the high general
and  administrative  expense  practices  prevalent  during  the "dot com  boom."
Management plans to further reduce the general and administrative  expenses as a
percentage of overall sales and total expenses in 2004 through the consolidation
of redundant processes in resources inherited in the recent acquisitions.





                                       21
<PAGE>


     Depreciation  and  amortization  Expense.   Depreciation  and  amortization
expense  decreased eighty percent (80%) from $46,072 for the year ended December
31, 2002 to $9074 for the year ended  December 31, 2003.  Depreciation  on fixed
assets is calculated on the straight-line method over the estimated useful lives
of the assets.

     Liquidity and Capital Resources

     At December 31, 2002, the Company had cash of $46,642 and a working capital
deficit of ($1,450,100) as compared to $1,632,083 and working capital surplus of
$1,259,503 at December 31, 2003. This improved working capital situation was due
primarily to the  implementation of the previously herein described new business
model  implemented  in June 2002. The  corresponding  acquisition of VTI in June
2002 and the full year of operations  in 2003 with the assets  acquired from VTI
account for a notable portion of the improved cash position from 2002 to 2003.

     Since  inception,  the Company has financed  operations  primarily  through
equity  security  sales.  The start-up nature of the Company may require further
need to raise cash through  equity sales at some point in the future in order to
sustain operations.  Accordingly, if revenues are insufficient to meet needs, we
will attempt to secure additional  financing through  traditional bank financing
or a debt or  equity  offering;  however,  because  the  start-up  nature of the
Company  and the  potential  of a future  poor  financial  condition,  we may be
unsuccessful  in obtaining  such financing or the amount of the financing may be
minimal and therefore inadequate to implement our continuing plan of operations.
There  can be no  assurance  that  we  will  be  able  to  obtain  financing  on
satisfactory  terms or at all, or raise funds through a debt or equity offering.
In addition,  if we only have nominal funds by which to conduct our  operations,
it will negatively impact our potential revenues.

     Factors That May Affect Future Results:

     You should carefully  consider the risks and uncertainties  described below
and  other  information  in  this  report.  These  are not the  only  risks  and
uncertainties  that we face.  Additional risks and uncertainties  that we do not
currently  know about or that we currently  believe are immaterial may also harm
our business operations. If any of these risks or uncertainties occurs, it could
have a material adverse effect on our business.

     Risks Related to Our Company

     We have incurred operating losses in each of the last three years.

     Although  in fiscal year 2003,  we  experienced  a net profit of  $195,454,
during fiscal years 2002 and 2001, we experienced net losses of $1,416,382,  and
$2,689,747,  respectively.  We cannot be certain that we can sustain or increase
profitability on a quarterly or annual basis in the future.  If we are unable to
remain profitable, our liquidity could be materially harmed.

     We cannot  predict our future  results  because our  business has a limited
operating history, particularly in its current form.



                                       22
<PAGE>


     Given our limited  operating  history,  it will be difficult to predict our
future results.  You should consider the uncertainties  that we may encounter as
an early stage company in a new and rapidly evolving market. These uncertainties
include:

     o    ......market acceptance of our products or services;
     o    ......consumer  demand for, and acceptance of, our products,  services
                and follow-on products;
     o    ......our ability to create user-friendly applications; and
     o    ......our unproven and evolving business model.

     We have not generated  significant  revenues to date and incurred losses in
fiscal years 2001 and 2002.

     We have a limited  operating  history and incurred losses for 2001 and 2002
We will need to achieve greater revenues to maintain profitability. There can be
no assurance  that we will be successful in increasing  revenues,  or generating
acceptable  margins,  or, if we do, that  operation  of our  business  will be a
profitable business  enterprise.  We will likely have to seek additional outside
sources of capital for our business.  There can be no assurance  that we will be
able to obtain such capital on favorable terms and conditions or at all. If this
occurs the market price of our common stock could suffer.

     Our  quarterly   and  annual  sales  and  financial   results  have  varied
significantly  in the  past,  and we expect to  experience  fluctuations  in the
future,  which  means  that  period-to-period  comparisons  are not  necessarily
meaningful or indicative of future performance.

     Our sales and  operating  results  have  varied,  and may continue to vary,
significantly  from year to year and from  quarter  to  quarter as a result of a
variety of factors,  including the  introduction of new products by competitors,
pricing pressures, the timing of the completion or the cancellation of projects,
the evolving and  unpredictable  nature of the markets in which our products and
services are sold and  economic  conditions  generally or in certain  geographic
areas in which  our  customers  do  business.  Furthermore,  we may be unable to
control  spending in a timely manner to compensate  for any  unexpected  revenue
shortfall.  Accordingly, we cannot assure you that sales and net income, if any,
in any particular  quarter will not be lower than sales and net income,  if any,
in a preceding or  comparable  quarter or quarters.  In addition,  sales and net
income, if any, in any particular quarter are not likely to be indicative of the
results of operations  for any other  quarter or for the full year.  The trading
prices of our securities may fluctuate  significantly  in response to variations
in our quarterly or annual results of operations.

     We may  not be  able  to  sustain  or  accelerate  growth,  or  sustain  or
accelerate recurring revenue from our business.

     There can be no assurance  that demand for our  services and products  will
increase  or be  sustained,  or that our  current or future  products  will have
market acceptance in that product  category.  Our acquisition costs per customer



                                       23
<PAGE>


are high due to the  significant  costs  associated  with  sales,  research  and
development and marketing.  To the extent we do not achieve growth and this cost
per customer is not reduced,  it will be difficult for us to generate meaningful
revenue at acceptable margins or achieve  profitability.  To the extent that our
business model is not successful,  because market acceptance does not develop as
expected, or other competing technologies evolve in connection with the changing
market or for any other  reason,  we might have  future  unexpected  declines in
revenue.

     Rapid technological change could render our products and services obsolete.

     The  IP  Telephony   industry  is  characterized  by  rapid   technological
innovation,  sudden changes in user and customer  requirements  and preferences,
frequent new product and service introductions and the emergence of new industry
standards  and  practices.  Each  of  these  characteristics  could  render  our
services,  products,  intellectual  property  and  systems  obsolete.  The rapid
evolution of our market requires that we improve  continually  the  performance,
features and reliability of our products and services,  particularly in response
to competitive offerings. Our success also will depend, in part, on our ability:

     o    to develop or license  new  products,  services  and  technology  that
          address the varied needs of our customers and  prospective  customers,
          and
     o    to respond to technological  advances and emerging industry  standards
          and practices on a cost-effective and timely basis.

     If we are unable,  for technical,  financial,  legal or other  reasons,  to
adapt in a timely manner to changing market conditions or user  preferences,  we
could lose customers, which would cause a decrease in our revenue.

     We may be  unable  to  obtain  additional  capital  if  needed  to grow our
business,  which would  adversely  impact our business.  If we raise  additional
financing, you may suffer significant dilution.

     Although we expect that our current cash and cash from  operations  will be
sufficient  to  satisfy  our  working   capital  and  ordinary   course  capital
expenditure  needs over the next 12 months, if our revenues do not grow to cover
our expenses, we will need to seek additional third-party investment in order to
provide additional working capital and, in any event, additional capital will be
required to finance our growth plans.  We cannot be certain that  financing from
third parties will be available on acceptable  terms to us or at all. Our future
capital  requirements  will depend upon several  factors,  including the rate of
market  acceptance  of our  products  and  services,  our  ability to expand our
customer  base and our level of  expenditures  for sales and  marketing.  If our
capital  requirements  vary  materially  from those  currently  planned,  we may
require additional  financing sooner than anticipated.  If we cannot raise funds
on  acceptable  terms,  we may not be able to develop our products and services,
take advantage of future  opportunities  or respond to competitive  pressures or
unanticipated requirements, any of which could have a material adverse effect on




                                       24
<PAGE>


our ability to grow our business.  Further,  if we issue equity securities,  you
will  experience  dilution  of your  ownership  percentage,  and the new  equity
securities  may have rights,  preferences  or privileges  senior to those of our
common stock.

     Many of our competitors have significantly greater resources than we do and
may be able to respond more quickly to new or emerging  technologies and changes
in customer requirements.

     Companies that represent competition in our markets include WorldCom, Cisco
Systems, Nortel Networks and MCI, among others.

     Certain of our competitors have significantly greater financial, technical,
marketing and other resources than we do and may be able to respond more quickly
to new or emerging technologies and changes in customer requirements. Additional
competition  could  result  in price  reductions,  reduced  margins  and loss of
market. We cannot guarantee that we will be able to compete successfully against
future competitors or that future competitive  pressures will not materially and
adversely affect our business, financial condition and results of operations.

     If we lose the services of our key  personnel,  we may be unable to replace
them, and our business could be negatively affected.

     Our  success  depends  in  large  part  on  the  continued  service  of our
management  and other key  personnel  and our  ability to  continue  to attract,
motivate and retain highly qualified  employees.  In particular,  the service of
Philip  Verges,  our  Chairman  and Chief  Executive  Officer is integral to the
execution of our business  strategy.  If one or more of our key employees leaves
IPVoice,  we will have to find a replacement  with the combination of skills and
attributes  necessary to execute our strategy.  Because  competition  from other
technology  companies  for  skilled  employees  is  intense,  and the process of
finding qualified individuals can be lengthy and expensive,  we believe that the
loss  of  services  of key  personnel  could  negatively  affect  our  business,
financial condition and results of operations.

                          Risks Related to Our Industry

     Deterioration of the IP Telephony industry could lead to further reductions
in capital  spending  budgets by our  customers,  which could further  adversely
affect our revenues, gross margins and income.

     Our revenues and gross  margins  will depend  significantly  on the overall
demand  for IP  Telephony  products.  Reduced  capital  spending  budgets by our
customers  caused by the ongoing  industry  downturn have led to continued  soft
demand for our products and services, which has resulted in, and may continue to
result in,  decreased  revenues,  earnings  levels or growth  rates.  The global
economy in general,  and the technology  market in particular,  has weakened and
market  conditions  continue to be  challenging.  As a result,  individuals  and
companies are delaying or reducing expenditures. We have observed effects of the




                                       25
<PAGE>


global  economic  downturn  in many  areas of our  business.  In  addition,  the
technology industry has experienced significant consolidation, and this trend is
expected to continue.  It is possible that we and one or more of our competitors
each supply  products  to the  companies  that have  merged or will merge.  This
consolidation  could result in further delays in purchasing  decisions by merged
companies  or in us playing a  decreased  role in the supply of  products to the
merged companies. Further delays or reductions in spending could have a material
adverse  effect on demand for our products and services and,  consequently,  our
results of operations, prospects and stock price.

Risks Related to Our Capital Stock

     The public market for our common stock may be volatile.

     The market  price of our common stock has been and is likely to continue to
be volatile and significantly affected by various factors, including:

     o    general market conditions and market conditions  affecting  technology
          stocks in particular;

     o    actual  or  anticipated   fluctuations  in  our  quarterly  or  annual
          operating results;

     o    announcements  relating  to  contracts,   investments,   acquisitions,
          divestitures;

     o    discontinued operations, layoffs or corporate actions;

     o    industry conditions or trends; and

     o    limited public float, market making activity and research coverage.

     The  stock  markets,   especially  the   over-the-counter   markets,   have
experienced  significant  price and volume  fluctuations  that have affected the
market prices of many technology  companies'  stocks.  These  fluctuations  have
often been unrelated or disproportionate to operating  performance.  These broad
market or technology  sector  fluctuations may adversely affect the market price
of our common stock.  General economic,  political and market conditions such as
recessions and interest rate fluctuations may also have an adverse effect on the
market price of our common  stock.  In addition,  the market price of our common
stock has also been and is likely to continue to be affected by  expectations of
analysts and investors.

     Our  preferred  stock has certain  preferences  over our common  stock with
regard to liquidation, dividends and election of directors.

     Our issued and outstanding  Senior  Convertible  Preferred Stock,  Series B
Preferred  Stock  and  Series  C  Preferred  Stock  each  hold a  preference  in
liquidation  over our common stock.  In addition,  our Series C Preferred  Stock



                                       26
<PAGE>


accrues  dividends  at an  annual  rate  equal to $.060  per  share.  All of our
outstanding  Preferred Stock is subject to conversion into common stock upon the
occurrence of certain  enumerated  events and contain  provisions that may limit
our  ability  to raise  additional  capital  if needed.  In  addition,  any such
conversion will dilute our existing common stockholders.

     Our  ability  to issue  additional  preferred  stock  or other  convertible
securities may adversely  affect the rights of our common  stockholders  and may
make takeovers more difficult,  possibly  preventing you from obtaining  optimal
share price.

     Our Articles of  Incorporation  authorize  the issuance of shares of "blank
check"  preferred  stock,   which  would  have  the  designations,   rights  and
preferences  as may be  determined  from time to time by the board of directors.
Accordingly,  the board of directors is empowered,  without shareholder approval
(but  subject  to  applicable  government  regulatory  restrictions),  to  issue
additional  preferred stock with dividend,  liquidation,  conversion,  voting or
other rights that could adversely affect the voting power or other rights of the
holders of the common stock.  In the event of an issuance,  the preferred  stock
could  be used,  under  certain  circumstances,  as a  method  of  discouraging,
delaying  or  preventing  a change  in  control  of the  Company.  We have  also
historically  used  securities  that  are  convertible  into  common  stock as a
currency to finance acquisitions and may continue to do so in the future.

Item 7. Financial Statements

     The Consolidated  Financial  Statements of the Registrant  required by this
item are set forth on pages F-1 to F-15.

                          INDEX TO FINANCIAL STATEMENTS


Independent Auditors Report...............................................F-2

Consolidated Balance Sheet................................................F-3

Consolidated Statements of Operations.....................................F-4

Consolidated Statements of Stockholders' Equity...........................F-5

Consolidated Statements of Cash Flows.....................................F-7

Notes to Consolidated Financial Statements................................F-8




                                       27
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
IPVoice Communications, Inc.
Dallas, Texas

We  have  audited  the  accompanying  consolidated  balance  sheets  of  IPVoice
Communications,  Inc.,  (the "Company") as of December 31, 2003 and 2002 and the
related consolidated statements of operations, stockholders' equity (deficiency)
and cash flows for each of the two years in the period ended  December 31, 2003.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2003 and 2002 and the results of its  operations and its cash flows
for each of the two years in the period ended  December 31, 2003,  in conformity
with U.S. generally accepted accounting principles.



/s/Durland & Company, CPAs, P.A.
Durland & Company, CPAs, P.A.
Palm Beach, Florida
March 26, 2003











                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                          IPVoice Communications, Inc.
                           Consolidated Balance Sheet
                                  December 31,

                                           ASSETS                  2003                   2002
                                                           -------------------- ------------------------
<S>                                                        <C>                  <C>
CURRENT ASSETS
   Cash                                                    $          1,632,083 $                 46,642
   Accounts receivable, net of allowance of
        $26,535 and $124,963, respectively                              257,437                  193,362
   Prepaid expenses and deposits                                         32,394                    2,544
                                                           -------------------- ------------------------

          Total current assets                                        1,921,914                  242,548
                                                           -------------------- ------------------------
PROPERTY AND EQUIPMENT
   Computer and office equipment                                         28,022                   24,169
   Furniture and fixtures                                                 7,366                    7,366
                                                           -------------------- ------------------------

   Subtotal property and equipment                                       35,388                   31,535
   Less: Accumulated depreciation                                       (32,023)                 (27,222)
                                                           -------------------- ------------------------

          Total property and equipment                                    3,365                    4,313
                                                           -------------------- ------------------------
OTHER ASSETS
   Notes receivable                                                     759,000                        0
   Investment in unconsolidated subsidiary                            4,000,000                        0
   Goodwill                                                           2,755,757                2,756,327
   Intangible property                                                   65,440                        0
                                                           -------------------- ------------------------

          Total other assets                                          7,580,197                2,756,327
                                                           -------------------- ------------------------

Total Assets                                               $          9,505,476 $              3,003,188
                                                           ==================== ========================
         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable
      Trade                                                $             56,177 $                334,080
   Accrued expenses
      Trade                                                             116,183                        0
      Salary and taxes                                                   36,228                   63,704
      Dividends                                                               0                  469,120
      Interest - stockholders                                             6,000                   30,776
   Short-term line of credit                                            447,823                  794,979
                                                           -------------------- ------------------------

          Total current liabilities                                     662,411                1,692,659
                                                           -------------------- ------------------------
LONG-TERM LIABILITIES
   Notes payable                                                      3,800,000                1,625,773
                                                           -------------------- ------------------------

          Total long-term liabilities                                 3,800,000                1,625,773
                                                           -------------------- ------------------------

Total Liabilities                                                     4,462,411                3,318,432
                                                           -------------------- ------------------------

Minority interest in consolidated subsidiary                            100,693                        0
                                                           -------------------- ------------------------
STOCKHOLDERS' EQUITY
   Senior convertible preferred stock, $0.001
        par value, authorized 10,000,000
        shares; Series A, 100, Series B, 703 and
        1,628, Series C, 3,300 and 0  issued and
        outstanding shares                                                    4                        2
   Common stock, $0.001 par value, authorized
        100,000,000 shares; 50,934,786 and
        4,604,241 issued and outstanding shares                          50,935                    4,604
   Beneficial conversion feature discount                                     0                  959,697
   Additional paid-in capital                                        15,202,578                9,925,851
   Deficit accumulated during the development stage                 (10,311,145)             (11,205,398)
                                                           -------------------- ------------------------

          Total stockholders' equity                                  4,942,372                 (315,244)
                                                           -------------------- ------------------------

Total Liabilities and  Stockholders' Equity                $          9,505,476 $              3,003,188
                                                           ==================== ========================
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                          IPVoice Communications, Inc.
                      Consolidated Statements of Operations
                            Years Ended December 31,


                                                                      2003             2002
                                                             ------------------ ---------------
<S>                                                          <C>                <C>
REVENUES
   Net sales                                                 $        2,346,945 $       959,059
   Less: Cost of sales                                                1,602,778         631,769
                                                             ------------------ ---------------

         Gross margin                                                   744,167         327,290

OPERATING EXPENSES:
   Compensation                                                         304,713         331,189
   Advertising                                                           61,650           2,694
   Sales and marketing                                                   52,934           8,119
   General and administrative expenses                                  594,719         820,220
   Research and development                                                   0               0
   Depreciation and amortization                                          9,074          46,072
                                                             ------------------ ---------------

          Total expenses                                              1,023,090       1,208,294
                                                             ------------------ ---------------

Income (loss) from operations                                          (278,923)       (881,004)
                                                             ------------------ ---------------
OTHER INCOME (EXPENSE):
   Interest income                                                          526             107
   Interest expense                                                      (6,040)        (34,548)
   Other income                                                          18,000           1,568
   Gain on write-off of accounts payable                                288,836        (404,077)
                                                             ------------------ ---------------

          Total other income (expense)                                  301,322        (436,950)
                                                             ------------------ ---------------

Net income (loss) before minority interest                               22,399      (1,317,954)

  Minority interest in consolidated subsidiary income (loss)            173,055               0
                                                             ------------------ ---------------

Net income (loss)                                            $          195,454 $    (1,317,954)
                                                             ================== ===============

Income (loss) per weighted average common share              $             0.01 $         (0.03)
                                                             ================== ===============

Number of weighted average common shares outstanding                 19,514,021      41,350,894
                                                             ================== ===============
</TABLE>





     The accompanying notes are an integral part of the financial statements

                                       F-4

<PAGE>


<TABLE>
<CAPTION>
                          IPVoice Communications, Inc.
                 Consolidated Statements of Stockholders' Equity




                                             Number of Shares       Par Value of Stock    Additional
                                           -----------------------  ------------------     Paid-In
                                           Preferred   Common       Preferred  Common      Capital
                                           ---------- ------------  --------- ---------  ------------
<S>                                        <C>        <C>           <C>       <C>        <C>
BEGINNING BALANCE, December 31,                 2,700   18,866,384  $       3 $  18,866  $  6,019,085
2000
1st qtr. - services (0.38/sh.)                      0    2,256,000          0     2,256       855,024
1st qtr. - conversion of Series B pref. stock     (20)      98,217          0        98           (98)
2nd qtr. - services ($0.13/sh.)                     0    3,004,418          0     3,004       384,879
2nd qtr. - conversion of Series B pref. stock     (90)   1,058,805          0     1,059        (1,059)
2nd qtr. - issuance of shares for interest          0      126,630          0       127        28,441
Series B preferred stock dividend                   0            0          0         0             0
2nd qtr. -  bene. conv. feature discount            0            0          0         0             0
3rd qtr. - issuance of shares for interest          0      143,195          0       143         8,443
3rd qtr. - conversion of Series B pref. stock     (50)   1,674,665          0     1,675        (1,675)
4th qtr. - conversion of Series B pref. stock     (22)   1,717,656          0     1,718        (1,718)
4th qtr. - issuance of shares for interest          0      268,500          0       268         8,324
Net loss                                            0            0          0         0             0
                                           ---------- ------------  --------- ---------  ------------

BALANCE, December 31, 2001                      2,518   29,214,470          3    29,214     7,299,646
Series B preferred stock dividend                   0            0          0         0             0
1st qtr. - issuance of shares for interest          0      171,840          0       172         8,423
1st qtr. - services ($0.04/sh.)                     0   10,500,000          0    10,500       409,500
2nd qtr. - services ($0.04/sh. & $0.05/sh.)         0    2,500,000          0     2,500       102,500
3rd qtr, - services ($0.05/sh.)                     0    5,000,000          0     5,000       245,000
3rd qtr. - conversion of Series B pref. stock     (48)   5,303,824          0     5,304        (5,304)
4th qtr. - conversion of Series B. pref. stock     (3)   1,774,375          0     1,774        (1,774)
4th qtr. - conversion of debt                       0   60,000,000          0    60,000     1,740,000
4th qtr. - 1 for 30 reverse split                   0  110,648,874)         0  (110,649)      110,649
4th qtr. - conversion of Series B. pref stock     (26)     588,546         (1)      589          (588)
4th qtr. - services ($0.09/sh.)                     0      200,000          0       200        17,800
Bene. conv. feature discount amortization           0            0          0         0             0
Net loss                                            0            0          0         0             0
                                           ---------- ------------  --------- ---------  ------------

BALANCE, December 31, 2002                      2,441    4,604,181          2     4,604     9,925,852
Issuance of common stock for services               0      111,667          0       112        12,171
Series B preferred stock dividend                   0            0          0         0       723,585
Conversion of Series B pref. stock             (1,738)  23,885,332         (1)   23,885       (23,883)
Conversion of Series A pref. stock               (100)     710,218          0       710          (710)
Beneficial conver feature discount amort            0            0          0         0             0
Conversion of debt to common stock                  0   21,623,388          0    21,624     1,265,566
Issuance of Series B pref. stock                3,300            0          3         0     3,299,997
Net income (loss)                                   0            0          0         0             0
                                           ---------- ------------  --------- ---------  ------------
ENDING BALANCE, December 31, 2003               3,903   50,934,786  $       4 $  50,935  $ 15,202,578
                                           ========== ============  ========= =========  ============
</TABLE>






     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>


<TABLE>
<CAPTION>
                          IPVoice Communications, Inc.
                 Consolidated Statements of Stockholders' Equity
                                  (Continued)

               Deficit
 Beneficial   Accumulated          Total
 Conversion   During the       Stockholders'
  Feature     Development         Equity
  Discount       Stage         (Deficiency)
 ----------  -------------   ---------------
<S>          <C>             <C>
 $  833,333  $  (6,830,546)  $        40,741

          0              0           857,280
          0              0                 0
          0              0           387,883
          0              0                 0
          0              0            28,568
          0       (181,125)         (181,125)
    212,697              0           212,697
          0              0             8,586
          0              0                 0
          0              0                 0
          0              0             8,592
          0     (2,689,747)       (2,689,747)
 ----------  -------------   ---------------

  1,046,030     (9,701,418)       (1,326,525)
          0       (173,932)         (173,932)
          0              0             8,595
          0              0           420,000
          0              0           105,000
          0              0           250,000
          0              0                 0
          0              0                 0
          0              0         1,800,000
          0              0                 0
          0              0                 0
          0              0            18,000
    (86,333)        86,333                 0
          0     (1,416,382)       (1,416,382)
 ----------  -------------   ---------------

    959,697    (11,205,399)         (315,244)
          0              0            12,283
          0       (260,897)          462,688
          0              0                 1
          0              0                 0
   (959,697)       959,697                 0
          0              0         1,287,190
          0              0         3,300,000
          0        195,454           195,454
 ----------  -------------   ---------------
 $        0  $ (10,311,145)  $     4,942,372
 ==========  =============   ===============
</TABLE>






     The accompanying notes are an integral part of the financial statements

                                       F-6

<PAGE>



<TABLE>
<CAPTION>
                          IPVoice Communications, Inc.
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

                                                                                      2003           2002
                                                                                --------------- --------------
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                               $       195,454 $   (1,416,382)
Adjustments to reconcile net loss to net cash used by operating activities:
   Minority interest in consolidated subsidiary loss                                   (173,055)             0
   Stock issued for services/deposits - related party                                         0        260,000
   Stock issued for services/interest - other                                            12,283        533,000
   Depreciation                                                                           4,801         46,072
   Bad debt expense                                                                           0         98,428
   Loss on asset abandonment                                                                  0        404,077
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                            34,534        (15,979)
   (Increase) decrease in prepaid expenses and deposits                                 (29,850)           807
   Increase (decrease) in accounts payable - trade                                       10,933         89,740
   Increase (decrease) in accounts payable - related party                                    0       (115,538)
   Increase (decrease) in accrued expenses                                              116,183              0
   Increase (decrease) in accrued salary and taxes                                      (27,476)        15,140
   Increase (decrease) in accrued dividends payable                                           0              0
   Increase (decrease) in accrued interest                                                6,000         25,776
                                                                                --------------- --------------

Net cash used by operating activities                                                   149,807        (74,859)
                                                                                --------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Loans to future subsidiaries                                                        (759,000)             0
   Acquisition of intangible asset                                                      (10,000)             0
   Purchase of property and equipment                                                    (3,366)             0
                                                                                --------------- --------------

Net cash used by investing activities                                                  (772,366)             0
                                                                                --------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances on notes payable                                                          1,800,000              0
   Payments on notes payable                                                                  0        (28,364)
   Advances on short term line of credit                                                408,000        119,534
   Cash purchased in acquisition                                                              0         17,641
                                                                                --------------- --------------

Net cash provided by financing activities                                             2,208,000        108,811
                                                                                --------------- --------------

Net increase (decrease) in cash and equivalent                                        1,585,441         33,952
                                                                                --------------- --------------

CASH, beginning of period                                                                46,642         12,690
                                                                                --------------- --------------

CASH, end of period                                                             $     1,632,083 $       46,642
                                                                                =============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Interest paid in cash                                                        $            40 $          181
                                                                                =============== ==============
Non-Cash Financing Activities:
   Common stock issued to pay Series B preferred stock dividend                 $       723,585 $      173,932
                                                                                =============== ==============
   Common stock issued to pay interest                                          $        30,776 $        8,592
                                                                                =============== ==============
   Net assets purchased by issuing promissory note                              $             0 $      243,673
                                                                                =============== ==============
   Conversion of acquisition note into common stock                             $             0 $    1,800,000
                                                                                =============== ==============
   Common stock issued to convert debt                                          $     1,265,566 $            0
                                                                                =============== ==============
   Issuance of promissory note and preferred stock to acquire subsidiary        $     4,000,000 $            0
                                                                                =============== ==============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       F-7
<PAGE>

                          IPVoice Communications, Inc.
                   Notes to Consolidated Financial Statements

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
     The Company  IPVoice  Communications,  Inc., (the  "Company"),  is a Nevada
     corporation which conducts business from its headquarters in Dallas, Texas.
     The Company was  incorporated  on  February  19, 1997 as Nova  Enterprises,
     Inc.,  and  changed  its name to IPVoice  Communications,  Inc. in March of
     1998, and then to  IPVoice.com,  Inc. in May of 1999,  then back to IPVoice
     Communications,  Inc.  in  January  of 2001.  The  Company  is  principally
     involved in the Internet telephone industry.

     The  following  summarize  the more  significant  accounting  and reporting
     policies and practices of the Company:

     a) USE  OF  ESTIMATES  The  consolidated  financial  statements  have  been
     prepared in conformity with accounting principles generally accepted in the
     United  States.  In  preparing  the  financial  statements,  management  is
     required to make estimates and assumptions that affect the reported amounts
     of assets and  liabilities  as of the date of the  statements  of financial
     condition and revenues and expenses for the year then ended. Actual results
     may differ significantly from those estimates.

     b) SIGNIFICANT ACQUISITIONS In March 1998, IPVoice Communications,  Inc., a
     Nevada  corporation,  acquired 100% of the issued and outstanding shares of
     the common stock of IPVoice  Communications,  Inc., a Delaware corporation,
     in a reverse  merger,  which was accounted for as a  reorganization  of the
     Delaware  company.  In June 2002,  the Company  acquired  the net assets of
     Vergetech,  Inc.,  a  Texas  corporation,  in  exchange  for  a  $3,000,000
     promissory  note  maturing  in  January  2004.  This  acquisition  has been
     accounted  for as a purchase.  In June 2003,  The Company  agreed to a term
     sheet  agreement  to acquire  51% of IP Global  Voice,  Inc.,  a then newly
     formed Delaware corporation headquartered in San Francisco,  California. In
     July 2003, The Company agreed to a term sheet  agreement to acquire 100% of
     InfoTel  Technologies,  Pte, Limited,  a Singapore  company,  from the debt
     holders of Appiant Technologies, Inc.

     c)  PRINCIPLES  OF  CONSOLIDATION  The  consolidated  financial  statements
     include the accounts of IPVoice Communications,  Inc. and its subsidiaries.
     All intercompany balances and transactions have been eliminated.

     d) NET LOSS PER SHARE Basic net loss per weighted  average  common share is
     computed by dividing the net loss by the weighted  average number of common
     shares outstanding during the period.

     e) STOCK  COMPENSATION  FOR SERVICES  RENDERED The Company issues shares of
     common stock in exchange for services  rendered.  The costs of the services
     are valued  according to US generally  accepted  accounting  principles and
     have been charged to operations.

     f) PROPERTY AND  EQUIPMENT  All property and  equipment is recorded at cost
     and depreciated over their estimated useful lives,  using the straight-line
     method, generally three, five or seven years. Upon sale or retirement,  the
     costs and  related  accumulated  depreciation  are  eliminated  from  their
     respective  accounts,  and the  resulting  gain or loss is  included in the
     results  of  operations.  Repairs  and  maintenance  charges,  which do not
     increase  the useful  lives of the  assets,  are charged to  operations  as
     incurred.


                                       F-8
<PAGE>



                          IPVoice Communications, Inc.
                   Notes to Consolidated Financial Statements

(1) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)
     g) INTANGIBLES  In the second  quarter of 2000,  the Company  engaged a law
     firm for the preparation and filing of the required  applications for rates
     and tariffs with the state regulatory  authorities in 48 continental United
     States,  Hawaii,  the District of Columbia and the U.S. FCC at a total cost
     of $260,000,  in  accordance  with APB 17. The Company  intends to amortize
     this cost over a  twelve-month  period  beginning  with the  initiation  of
     operations,  as these rates and tariffs are renewed on an annual basis.  In
     the fourth  quarter of 2002, in  conjunction  with the  redirection  of the
     Company's business, this asset has been written off. In June 2002, goodwill
     in the amount of $2,756,327 was recorded in conjunction  with the net asset
     acquisition   from   Vergetech.   The  Company  will  evaluate  this  asset
     periodically to determine any impairment of the asset.

     h)  REVENUE  RECOGNITION  The  Company  provides  consulting  and  computer
     programming  services,  principally  to the  telecom  industry.  Revenue is
     recognized as services are provided and billed to the customers.

(2)  STOCKHOLDERS'  EQUITY The  Company  has  authorized  100,000,000  shares of
     $0.001 par value common stock,  and  10,000,000  shares of $0.001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     42,386,310 and 29,214,470  shares of common stock issued and outstanding at
     March 31, 2003 and 2002, respectively. The Company had 200 shares of Series
     A  preferred  stock  issued  and  outstanding  at March 31,  2003 and 2002,
     respectively.  The  Company had 2,318  shares of Series B  preferred  stock
     issued  and  outstanding  at March  31,  2003 and  2002,  respectively.  In
     February  1997,  the  Company  issued  9,000,000  shares to its founder for
     services  rendered to the Company valued at par value, or $9,000.  In March
     1997, the Company completed a Regulation D Rule 504 Placement for 1,400,000
     shares in exchange for $14,000 cash.

     In March 1998, a majority  shareholder  donated  9,000,000 shares of common
     stock to the Company.  9,000,000 shares were simultaneously  issued for the
     acquisition of IPVoice  Communications,  Inc., a Delaware corporation (Note
     (1)(b).  During the second  quarter of 1998,  the  Company  issued  144,000
     shares of common stock for  $144,000 in cash.  The Company  issued  473,000
     shares of common stock for services rendered,  valued at the current market
     rate of $47,300,  during the third  quarter of 1998.  Also during the third
     quarter,  the Company  issued 183,333 shares of common stock for $85,000 in
     cash, and 627,000 shares of common stock fo r a subscription  receivable of
     $62,700.  In the fourth  quarter of 1998, the Company issued 275,000 shares
     of common stock for services rendered, valued at the current market rate of
     $41,250.  In the same quarter,  476,666  shares of common stock were issued
     for $121,800 in cash.

     In January  1999,  the  Company  issued  93,760  shares of common  stock in
     exchange for services, valued at $14,064. In January and February 1999, the
     Company  issued  499,999  shares of common stock in exchange for $75,000 in
     cash. In March 1999,  the Company issued 187,500 shares of common stock for
     $75,000 in cash.  These  issuances  were to then current  stockholders.  In
     March 1999, the Company issued 400,000 shares of common stock for services,
     valued  at the  current  market  rate  of  $415,500,  to  three  previously
     unrelated entities.



                                       F-9
<PAGE>



                          IPVoice Communications, Inc.
                   Notes to Consolidated Financial Statements

(2)  STOCKHOLDERS'  EQUITY (Continued) In April 1999, the Company issued 250,000
     shares of common stock to an existing  stockholder  for $100,000  cash.  In
     April 1999, an existing stockholder  exercised a warrant for 155,000 shares
     of common  stock by tendering  $100,000  cash.  In April 1999,  an existing
     stockholder  exercised a warrant for  1,600,000  shares of common  stock by
     tendering  $96,000 in cash. In the second quarter,  the Company completed a
     Regulation  D rule 506 Private  Placement  for units,  which  included  the
     issuance of 1,150 shares of senior  convertible  (Series A) preferred stock
     in  exchange  for  $4,600 in cash.  These  senior  convertible  (Series  A)
     preferred shares, as a group, were  convertibleinto  common shares equaling
     51% of the issued and outstanding  common shares after  conversion,  in the
     event of an uncured default of the notes payable. In July 1999, the Company
     discovered  that it had failed to issue and record  10,000 shares of common
     stock in  exchange  for legal  services,  valued  at  $10,000  in 1997,  as
     originally  contracted.  These shares were recorded in July 1999. In August
     1999,  the Company issued 437,500 shares of common stock for $175,000 cash.
     All common stock shares issued in exchange for cash, except the two warrant
     exercises,  were  subscribed  for in January  1999. In November  1999,  the
     Company  issued  10,000  shares of common stock in exchange  for  services,
     valued at $23,750.  In December  1999, the Company  discovered  that it had
     failed to issue and  record  200,000  shares of common  stock for  services
     valued at $20,000,  which had been contracted for in October 1998, and were
     recorded in December 1999.

     In the first quarter 2000, an existing  shareholder  exercised warrants for
     386,000  shares of common stock for  $386,000  cash.  In the first  quarter
     2000, an existing 506 investor  exercised his warrants for 75,000 shares of
     common stock by tendering  $74,063 cash.  In the first  quarter  2000,  the
     Company issued 300,000 shares of common stock for services/deposits, valued
     at the current market rate of $876,778, to two entities,  one related party
     ($730,778 and the other unrelated ($146,000).

     In the second  quarter 2000,  the Company made a Tender Offer to the senior
     convertible (Series A) preferred stockholders who were given the option of:
     (1)  converting  all of the units into 17,832 shares of common  stock,  (2)
     converting  a portion of the units to shares of common  stock and amend the
     notes or (3) retain the units and not to agree to the offer. As a result of
     the Tender  Offer,  the Company  issued  543,876  shares of common stock in
     exchange for the cancellation of 950 shares of Series A preferred stock and
     $759,450 of debt.

     During the second quarter of 2000, the Company received $2,084,371,  net of
     expenses of  $425,629,  from the  issuance of 2,500  shares of  convertible
     Series B preferred  stock with a 7.5% dividend rate. At the election of the
     shareholders,  the Series B preferred stock may be converted into shares of
     common stock by dividing the purchase price by the conversion.  price.  The
     conversion  price equals the lesser of: (1) 110% of the lowest  closing bid
     price for the common  stock for the five  trading days prior to the date of
     issuance  or (2) 75% of the average of the three  lowest  closing bid price



                                       F-10
<PAGE>



                          IPVoice Communications, Inc.
                   Notes to Consolidated Financial Statements

(2)  STOCKHOLDERS'  EQUITY  (Continued)  for the  common  stock  for the  thirty
     consecutive  trading days  preceding the  conversion  date. The Company has
     recorded a  beneficial  conversion  feature  discount  on the  issuance  of
     convertible  Series  B  preferred  stock  in  the  amount  of  $833,333  in
     accordance  with  EITF  Topic  D-60.   Based  on  the  Series  B  preferred
     stockholders'  agreement,  the Company is recording  the Series B preferred
     stock  dividend over 180 days from May 22, 2000.  Also,  on the  conversion
     date, the Series B preferred  stockholders  have an option to acquire up to
     $2,500,000  of  common  stock  at the  conversion  price.  The  Company  is
     currently  evaluating  the  financial  statement  effects  of this  option.
     Furthermore,  in  accordance  with  the  Series B  preferred  stockholders'
     agreement,  the Company issued 350,000 warrants to purchase common stock at
     an exercise price of $2.136 per share.

     In July 2000, the Company and International  Investment Partners Ltd. (IIP)
     agreed to terminate the consulting agreement, effective May 31, 2000, under
     terms  which  excused  IIP  from   providing   any  further   services  and
     discontinued the Company's obligation to make the monthly payments for such
     services. In addition, IIP agreed to exchange both outstanding warrants for
     700,000 shares of common stock.

     In October 2000, the Company  entered into an agreement with Marie Peregrim
     to provide sales and marketing  management  consulting  services throughout
     Europe,  excluding the United  Kingdom,  in exchange for 300,000  shares of
     common stock valued at $273,000.  On February 14, 2001,  the Company's SB-2
     was declared effective by the Securities and Exchange  Commission  ("SEC").
     This SB-2 was filed primarily to register shares of common stock underlying
     the 2,500  shares  of  convertible  Series B  preferred  stock and  related
     dividends and warrants associated with the issuance.

     On February 20, 2001,  the  Company's  Board of Directors  adopted the 2001
     Stock Award Plan (:Plan") under which 2,256,000  shares of common stock are
     reserved.  The Plan was effective upon adoption.  Under the Plan, shares of
     common  stock may be awarded to  employees  and  consultants  for  services
     rendered.  For purposes of the Plan, the shares of common stock were valued
     at $0.38 per share.  A  registration  on Form S-8 was filed with the SEC on
     February 20, 2001 so that the shares of common stock, when awarded, will be
     freely marketable by the individual recipients.  Our officers and directors
     are eligible to participate in the Plan. In  consideration of this personal
     guarantees of several  obligations of the Company,  Mr. Howson and Ms. Will
     have each been awarded  500,000  shares of common stock under the Plan. The
     remaining  shares  have been  awarded  to four  consultants  for  services,
     including  1,120,000  to  Jeremy  Feakins,  a  principal  of  International
     Investment Partners Ltd.

     On April 26, 2001, the Company's Board of Directors  adopted the 2001 Stock
     Award  Plan II ("Plan  II") to reserve an  additional  3,004,418  shares of
     common stock. Plan II was effective upon adoption. For purposes of Plan II,
     these shares of common  stock were valued at an average  price of $0.13 per
     share.  In  consideration  for their service,  Mr. Howson and Ms. Will each
     have been awarded  1,000,000 shares of common stock under this Plan II. The
     remaining  shares were  issued to Company  employees  as part of  severance
     arrangements or for accepting certain wage concessions.




                                      F-11

<PAGE>



                          IPVoice Communications, Inc.
                   Notes to Consolidated Financial Statements

(2)  STOCKHOLDERS'  EQUITY  (Continued)  In the first half of 2002,  the Company
     filed a Form S-8 to register  12,500,000  shares of common stock at a price
     of $0.04 per share,  which were  subsequently  issued to certain  officers,
     directors,  related parties and others.  In April 2002, the Company filed a
     Form S-8 to register 500,000 shares of common stock at a price of $0.05 per
     share,  which were issued to the  Company's  law firm.  In April 2002,  the
     Company  issued  171,840  restricted  common shares as payment of $8,592 in
     accrued  interest  to the  remaining  Series A unit  holders.  In the third
     quarter 2002,  the Company issued  5,000,000  common shares in exchange for
     services  valued  at  $250,000,  or $0.05  per  share,  pursuant  to an S-8
     registration  statement. In the third and fourth qarters 2002, 51 shares of
     the Series B preferred stock were converted to 7,078,199 common shares.  In
     October 2002, 60,000,000 common shares were issued to convert $1,800,000 of
     the  promissory  note  issued to acquire  the net assets of  Vergetech.  In
     October 2002, the Company  completed a 1 for 30 reverse split of its common
     stock,  resulting in 110,648,874  shares being  retired.  Subsequent to the
     reverse  split,  26 shares of the Series B preferred  stock were  converted
     into 588,546  shares of common  stock,  and 200,000  shares of common stock
     were issued in exchange for services valued at $18,000, or $0.09 per share.

     In 2003 The Company  issued  111,667  shares of restricted  common stock in
     exchange for services valued at $12,283. In 2003, the holders of the Series
     B preferred  stock  converted the  remaining  balance of 2,2483 shares into
     23,885,332  shares of common  stock.  In 2003 the holders of  $1,387,191 of
     convertible debt,  including interest,  exchanged the debt and interest for
     22,333,606  shares of common  stock.  In October 2003,  the Company  issued
     3,300  shares  of Series C  Preferred  Stock to close  the  acquisition  of
     Infotel.

(3)  INCOME  TAXES  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial   reporting   purposes.   The  Company  had  net  operating  loss
     carry-forwards  for income tax purposes of approximately  $10,311,100 which
     expire beginning December 31, 2117. There may be certain limitations on the
     Company's  ability to  utilize  the loss  carry-forwards  in the event of a
     change of control, should that occur.

     The amount recorded as a deferred tax asset,  cumulative as of December 31,
     2003, is  $4,124,400,  which  represents  the amount of tax benefits of the
     loss carry-forwards.  The Company has established a valuation allowance for
     this  deferred  tax asset of  $4,124,400,  as the Company has no history of
     profitable  operations.  The significant components of the net deferred tax
     asset as of December 31, 2003 are:


Net operating losses                     $       4,124,400
                                         -----------------
Valuation allowance                             (4,124,400)
                                         -----------------
Net deferred tax asset                   $               0
                                         =================



                                      F-12
<PAGE>



                          IPVoice Communications, Inc.
                   Notes to Consolidated Financial Statements

(4)  COMMITMENT AND CONTINGENCIES
     a) LEASES The Company  has entered  into a  sale-leaseback  agreement  with
     Creative  Capital  Leasing Group  ("Lessor") in February  2001.  The Lessor
     purchased  certain  equipment from the Company at a price of $300,000;  the
     book  value of the  assets  was in  excess of  $300,000.  The  Company  was
     required to make monthly payments commencing February 1, 2001 in the amount
     of $11,288 for 66 months.  The former  President of the Company had pledged
     personal assets as collateral, which the Company have been foreclosed upon.
     The Company paid approximately $28,400 in rentals during 2002. (See note 8)

     b) LAWSUITS In December 1999,  SatLink filed a lawsuit  alleging  breach of
     contract as a result of the rescission of the  acquisition in October 1999,
     as  discussed  in Note 5 above.  This  lawsuit was  dismissed  in 2003.  In
     December  1999,  the former  CFO of the  Company  filed a lawsuit  alleging
     breach  of  contract  as a  result  of the  rescission  of  the  employment
     agreement in October 1999.

     On April 25,  2000,  Michael  McKim  filed a lawsuit  against  the  Company
     alleging  breach of  employment  contract and fraud.  The Company  formerly
     employed  Mr.  McKim as Vice  President  of Research  and  Development.  In
     addition,  for a period of time, he was a member of the Company's  Board of
     directors. As a part of his compensation,  Mr. McKim was to receive 300,000
     shares of common stock,  followed by an additional 750,000 shares of common
     stock over a three-year period, subject to various limitations.

     In his  complaint,  Mr. McKim alleges that the Company  failed to issue the
     300,000  shares to him,  thereby  breaching the  employment  agreement.  In
     addition,  he alleges  that,  in failing to provide the shares to him,  the
     Company  committed  fraud.  The  Company  filed its answer on June 19, 2000
     denying  the  allegations  of the  complaint.  The  Company  also  filed  a
     counterclaim  against Mr.  McKim  alleging  that,  during the course of his
     employment, Mr. McKim engaged in intentional  misrepresentation,  breach of
     fiduciary duty and intentional  interference  with business  relationships.
     This  lawsuit was  settled in 2003.  The Company  issued  11,667  shares of
     restricted common stock to Mr. McKim to settle this lawsuit.

     c)  STOCK  OPTION  PLAN In  December  1999,  the  stockholders  adopted  an
     executive  incentive plan (the "Option Plan" or "2000  Executive  Incentive
     Plan") under which 1,000,000 shares of common stock are reserved for grants
     under the Option  Plan.  The Option Plan took effect on January 1, 2000 and
     terminates on December 31, 2005.  Options granted under the Option Plan may
     qualify as  "incentive  stock  options"  as  defined in Section  422 of the
     internal  Revenue  Code of 1986,  as  amended,  and become  exercisable  in
     accordance  with  the  terms  approved  at the  time  of the  grant.  To be
     eligible, a grantee must be an employee, officer, director or consultant of
     the  Company.  It is  intended  that all  options be granted at fair market
     value on a  particular  date  determined  by the  Compensation  and  Option
     Committee  of the Board of  Directors.  As of March 31,  2001,  options  to
     purchase  50,000  shares at an exercise  price of $1.21 per share have been
     granted to 1 employee and are unexercised.  Subsequent to the reverse split
     this option is for 1,667 shares with an exercise price of $36.30 per share.

     d)  ACQUISITIONS  In June  2003,  the  Company  entered  into a term  sheet
     agreement  to acquire  51% of the common  stock of IP Global  Voice,  Inc.,
     (IPGV), a Delaware corporation headquartered in San Francisco,  California.
     At the time of the agreement IPGV was a newly formed corporation. This term
     sheet  required  the  Company  to loan IPGV  $100,000  on a Senior  Secured
     Convertible  Promissory Note,  carring an interest rate of 10% and maturing
     on March 30, 2004.  Closing of the acquisition would occur when the Company
     loaned  IPGV an  additional  $400,000  with the same  terms as the  initial
     $100,000. The Company completed the initial $100,000 on the date of signing
     the term  sheet,  a second  $100,000  in  August  2003,  and the  remaining
     $300,000 in September  2003, at which time the  acquisition  was considered
     closed.  At closing the Company  committed to invest  $4,500,000 in IPGV in
     exchange for 6,000,000  shares of IPGV common stock;  a warrant to purchase
     an  additional  1,000,000  shares of IPGV common stock at a price of $1 per
     share and  2,250,000  shares of IPGV common stock in exchange for 2,250,000
     shares of Series C Preferred Stock of the Company.

     In July 2003,  the Company  entered into a term sheet  agreement to acquire
     100% of the common stock of InfoTel Technologies, Pte, Limited, a Singapore
     corporation, headquartered in Singapore from the Debenture holders



                                      F-13
<PAGE>

(4) COMMITMENT AND CONTINGENCIES, (Continued)
     d) ACQUISITIONS,  continued of Appiant Technologies,  Inc. This acquisition
     was based on a $4,000,000  purchase price.  The Appiant  Debenture  holders
     received  3,000  shares  of  Series C  Convertible  Preferred  Stock of the
     Company  valued  at  $3,000,000  and  a  promissory  note  for  $1,000,000.
     Subsequently  this was modified to  $3,300,000 of preferred  stock,  (3,300
     shares),  and a $700,000  promissory  note.  There is a one year look- back
     holding that the Company's  common stock  underlying  the conversion of the
     preferred stock must have a value of $3,000,000,  (now $3,300,000),  or the
     Company  is  required  to either pay the  holders  the  difference  between
     $3,000,000  and the market  price in cash,  or sell  Infotel  and apply the
     proceeds to pay the difference.  The preferred  stock is  convertible,  1/2
     after  one year and 100%  after  two  years,  at the  lesser  of the 20 day
     trailing average price per share of the common stock or $1 per share.

(5)  CHANGE OF CONTROL  On June 19,  2002,  the  Company  entered  into an Asset
     Purchase  Agreement  to  purchase   substantially  all  of  the  assets  of
     Vergetech,  Inc. of Dallas in exchange for a promissory  note in the amount
     of $3,000,000.  At that time, the existing officers and directors  resigned
     after appointing a new director and officer.

(6)  ASSET  ABANDONMENT  Subsequent  to the change of  control,  new  management
     attempted to take control and  possession  of the Company's  assets.  Prior
     management  informed new  management  that the assets had been relocated to
     Lancaster, Pennsylvania, under the control of Jeremy Feakins, a stockholder
     of the Company.  Mr. Feakins has refused to disclose the physical  location
     of the assets.  Management is evaluating the options and remedies available
     to it. As a result,  management elected to write-off these assets. Creative
     Capital,  (note 5),  elected  to  foreclose  on the  assets  pledged by the
     previous  President.  Therefore,  the  Company  elected  to write  down the
     balance of this lease to zero.

(7)  LONG TERM DEBT In 2003, the Company retired  $1,387,191 of convertible debt
     and accrued interest. This debt was retired by issuing 22,333,606 shares of
     common  stock.  In  November  and  December  2003,  the  Company   borrowed
     $1,800,000  in four  traunches  from two  parties,  both of whom  have been
     holders of the Company's  preferred and common stock. The terms of all four
     traunches  are the same;  payment of  principal  two years from the date of
     issuance;  8% interest rate,  payable  quarterly in cash or common stock of
     the  Company  and a 12%  discount  from the face  amount of the  note.  The
     combination of the  amortization  of the discount and stated  interest rate
     equals a 14% rate of interest annually. The debt is convertible in whole or
     in part  into  share of the  Company's  common  stock  at the debt  holders
     option.  The conversion price is the trailing ten day average closing price
     of the common stock .

     In December 2003, the Company issued a $700,000 promissory note to the debt
     holders of Appiant  Technology,  Inc. as a portion of the purchase price of
     Infotel  Technologies,  Pte, Limited.  The terms of this note are: $100,000
     payable in February  and March 2004,  $50,000 each month  thereafter.  This
     note carries no stated interest rate.

(8)  SHORT TERM DEBT In November 2003, the Company borrowed $400,000 with 90 day
     terms. This note carried a 2% discount from the face amount, equaling an *%
     annual rate of interest.

(9)  SUBSEQUENT EVENTS
     a) SIGNIFICANT  ACQUISITIONS  In January 2004,  the Company  entered into a
     term sheet agreement to acquire 51% of the common stock of Digital Computer
     Integration Corp., (DCI), a Plano, Texas based corporation. Under the terms
     of the agreement,  the Company is required to loan DCI $100,000 spread over
     the following  month,  on a convertible  note,  bearing  interest at 8% and
     convertible into common stock at the closing of the  acquisition.  Further,
     the Company is required to loan $250,000 at the  acquisition  closing under
     another  convertible  note  bearing  8% rate  of  interest  with no  stated
     maturity  and  provide a line of  purchase  order  financing  to DCI in the
     amount of  $1,000,000.  The  acquisition  is based on a factor of one times
     signed 2004 revenue at the closing date,


                                      F-14
<PAGE>


                          IPVoice Communications, Inc.
                   Notes to Consolidated Financial Statements

(9)  SUBSEQUENT EVENTS, (Continued)
     a)   SIGNIFICANT   ACQUISITIONS,   continued  or  an  expected   amount  of
     approximately $1,100,000. This price carries a one year look back which can
     adjust the  purchase  price  upward or  downward  based on actual  recorded
     revenue for the year ended  December 31, 2004, but in no event greater than
     a 30% adjustment.

     In January 2004, the Company entered into a term sheet agreement to acquire
     100% of the common  stock of RKM  Suministros,  C.A.,  (RKMV),  and RKM USA
     Corp., Inc., (RKMM).  RKMV is a Venezuela  corporation and is headquartered
     in Caracas.  RKMM is a Miami based US  corporation.  The purchase  price of
     RKMV  is  $2,000,000,  to be  paid  in the  form  of  shares  of  Series  C
     Convertible Preferred Stock of the Company. The sales price is based on one
     times gross  revenue.  The sellers cannot convert for the first six months.
     At the end of six months the seller can convert up to $600,000 worth of the
     preferred  shares and an  additional  $400,000  after  nine  months and the
     balance after the first  anniversary.  The sellers are restricted  from any
     conversions  that  would  represent  a greater  than 4.9% stake in the then
     issued and outstanding common stock of the Company.  This agreement carries
     a one year look back with an  adjustment in the sales price of a maximum of
     30% upward,  (maximum price of $2,600,000),  and 20% downward,  ($1,600,000
     minimum  price).  This look back is based on the one year  revenues of RKMV
     and  RKMM for the  immediately  preceding  12  months.  Revenue  variations
     resulting  in  exchange  rate  fluctuations   between  the  US  dollar  and
     Venezuelan  Bolivare  are  specifically  excluded  for these  purposes.  In
     addition,  there is a second  look back  provision,  which  allows  for the
     reversal of some to all of the  transaction  if the Company's  common stock
     does  not  have a  minimum  of  $20,000,000  in  trading  volume  over  the
     immediately  preceding  12 months.  If,  during  the first 12 months  after
     closing,   the  Company  experiences  a  change  of  control,  the  sellers
     conversion  rights are  immediately  accelerated  to 100%.  If prior to the
     conversion  of the  Prefered  stock,  the Company is sold or  otherwise  no
     longer a  publicly  traded  entity,  the  sellers  may opt to  reverse  the
     acquisition.  The purchase price of RKMM is $1. The Company is obligated to
     lend RKM $40,000 within 10 days,  $30,000 within 60 days and $30,000 within
     90 days  after the  closing.  The  Company  is also  obligated  to lend RKM
     $1,000,000 in additional  funds in  conjunction  with  contracted  projects
     which have a mimimum 25% pre-tax profit margin.

     In February 2004, the Company entered into a purchase  agreement to acquire
     51% of the common stock of Medical Office Software,  Inc., (MOS), a Florida
     corporation headquartered in Ft. Lauderdale, Florida. The purchase price is
     $1,000,000,  payable  by  conversion  of  a  $150,000  note  that  a  major
     stockholder of MOS owes to VTI, a related party of the Company, $300,000 in
     cash and $550,000 , (550 shares), in shares of Convertible  Preferred Stock
     of the Company.

     In  February  2004,  the Company  entered  into a term sheet  agreement  to
     acquire 51% of the common  stock of Wireless  Frontier  Internet,  Inc. The
     Company is obligated to provide $100,000 on April 1, 2004, on a convertible
     note carrying an 8% rate of interest.  The purchase  price is  $15,000,000,
     payable as  $13,800,000  in shares of  Convertible  Preferred  Stock of the
     Company and $1,100,000 in cash, with $300,000 due at the closing;  $300,000
     each at 90 days and 180 days  subsequent to closing and the final  $200,000
     at 270 days subsequent to closing.  The Convertible  Preferred Stock of the
     Company  will  bear a stated  dividend  rate of 4% and is  restricted  from
     conversion into common stock for two years from issuance.

                                      F-15
<PAGE>


Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

     None.

Item 8A. Controls and Procedures

     As required by Rule 13a-15 under the Exchange Act, within the 90 days prior
to the filing date of this report,  the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive Officer and Principal  Financial Officer.  Based upon that evaluation,
the Company's Chief Executive Officer and Principal  Financial Officer concluded
that the Company's disclosure controls and procedures are effective.  There have
been no  significant  changes in the  Company's  internal  controls  or in other
factors that could significantly affect internal controls subsequent to the date
the Company carried out its evaluation.

     "Disclosure controls and procedures" are controls and other procedures that
are  designed to ensure that  information  required to be  disclosed  in Company
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act is accumulated and communicated to management, including the Company's Chief
Executive Officer as appropriate,  to allow timely decisions  regarding required
disclosure.

     Because of the inherent  limitations in all control systems,  no evaluation
of control can provide absolute  assurance that all control issues and instances
of  fraud,  if  any,  within  the  Trust  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty  and that  breakdowns  can occur  because of a simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  collusion  of two or more  people,  or by  management  override of the
control.  The design of any system of controls  also is based  partly on certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions.










                                       42
<PAGE>


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
        with Section 16(a) of the Exchange Act

     The  following  table  sets  forth  information  with  respect  to the sole
executive officer and director of IPVoice as of December 31, 2003.

Name                 Age        Position
----------------     ---        ----------------------------------
Philip M. Verges      38        Chairman, Chief Executive Officer,
                                Principal Financial Officer,
                                Director since June 2002.

Philip Verges, Chief Executive Officer, Principal Financial Officer and Chairman
of  IPVoice,  previously  managed  VTI since  its  inception.  Mr.  Verges is an
experienced  executive manager,  with a track record in both  telecommunications
and high technology. Mr. Verges is a 1988 graduate of the United States Military
Academy.  His studies at West Point centered on national  security.  Accelerated
for early  promotion,  Mr. Verges served with distinction as a U.S. Army Captain
in a wide variety of important  engagements to include  research and development
of counterterrorism communication technologies and practices.

     Mr.  Verges'  early  career  after the Army  includes  time in the Computer
Sciences  Research and Development  Department of General Motors from as well as
experience   teaching  systems   engineering   methodology  and  programming  to
Electronic Data Systems  ("EDS")  employees from 1991 to 1995. Mr. Verges' first
business start-up experience was at EDS in a new division  concentrating on call
center  technology  in financial  institutions.  Later in 1995,  he added to his
start-up  experience  at a $30 million  technology  services  business  with the
responsibility to open a new geographic region with a Greenfield operation.  Mr.
Verges founded VTI in 1997.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the  Securities  Exchange Act of 1934  requires  that our
executive  officers,  directors and 10% stockholders  file reports of securities
ownership and changes in ownership with the Securities and Exchange  Commission.
Officers,  directors  and 10% owners also are required to furnish us with copies
of all Section  16(a) forms they file.  VTI has  informed us that as a result of
the   difficulties   in  calculating  the  number  of  shares  of  common  stock
beneficially  owned by VTI as a result  of the  convertible  debt  issued by the
Company to VTI, it was  delinquent  in filing  certain of those  reports  during
fiscal 2003.



                                       43
<PAGE>


Code of Ethics

     Because of our limited size and resources we have not  currently  adopted a
code of ethics  applicable  to our  executive  officers  and  directors.  We are
currently  looking  to expand the size of the board of  directors  and expect to
adopt such a code of ethics in connection with that expansion.

Item 10. Executive Compensation

     This table  summarizes the before-tax  compensation for the Chief Executive
Officer who was the only  executive  officer of the Company  during fiscal 2003.

<TABLE>
<CAPTION>
Summary Compensation
                                                                                     Long-Term         All Other
                                                                                   Compensation      Compensation
                                                                                 -----------------
                                                            Annual Compensation          Awards
                                                       ------------------------- -----------------
                                                                                    Securities
                Name and                                                            Underlying
           Principal Position                 Year         Salary        Bonus       Options
------------------------------------------ ----------- ---------------- -------- ----------------- ---------------
<S>                                           <C>          <C>          <C>         <C>             <C>
Philip M. Verges (1)                          2003         $60,000           --           --              --
   Chairman, Chief Executive Officer,         2002          60,000 (2)       --           --              --
   Director                                   2001              --           --           --              --
    (since June 2002)
------------------------------------------ ----------- ---------------- -------- ----------------- ---------------
James K. Howson,                              2003            $ --            --          --              --
   Chairman, Chief Executive Officer and      2002              (3)           (3)         (3)             (3)
   Director                                   2001               0            --     416,000 (4)    $ 90,750
    (until June 2002)
------------------------------------------ ----------- ---------------- -------- ----------------- ---------------
</TABLE>

(1)  Mr. Verges became Chairman,  Chief Executive Officer and a Director in June
     of 2002.
(2)  Mr.  Verges was paid a pro rated  salary for fiscal 2002 based on an annual
     salary of $60,000.

     Mr. Howson was a consultant  prior to becoming the Chief Executive  Officer
in June of 1999 and continued to be paid under the  consulting  agreement we had
with Condor  Worldwide  LTD.,  a Company in which Mr.  Howson was the  Chairman,
Chief Executive Officer and a controlling shareholder.

(3)  Because of employee turnover and loss of business records, we are unable to
     determine  executive  compensation  for fiscal 2002,  prior to June of that
     year.
(4)  Represents a grant of Restricted Common Stock of the Company.




                                       44
<PAGE>


     Option Grants in 2003

     We maintain no stock option plan or long-term incentive plans at this time.

                          Option Exercises in 2003 and
                           2003 Year-End Option Values

     We  maintain  no stock  option  plan at this  time.  As  such,  none of the
executive  officers  listed in the Summary  Compensation  Table  exercised stock
options or held unexercised stock options during 2003.

                            Compensation of Directors

     We have no arrangements  for  compensating  our directors for attendance at
meetings of the board of directors.  We do reimburse directors' necessary travel
expenses in  connection  with  meetings.  Due to our size and limited  resources
during  fiscal 2003,  the Chairman  and Chief  Executive  Officer of the Company
served as the sole member of the board of directors.  Given the  composition  of
the board of directors,  we do not currently  maintain a  compensation  or audit
committee. We are currently looking to expand the size of the board of directors
and expect to form a compensation and audit committee  consisting of independent
members,  using  the  definition  of  independence  set  forth  by the  National
Association of Securities Dealers' listing standards.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters

                        Ownership of IPVoice Common Stock

     The  following  table  shows  how  much  of each  class  of our  stock  was
beneficially owned as of March 31, 2004, by:

     o    our Chairman, Chief Executive Officer and sole director; and

     o    each  stockholder  known by us to own  beneficially at least 5% of our
          common stock.

     Beneficial ownership is a technical term broadly defined by the SEC to mean
more than  ownership  in the  usual  sense.  In  general,  beneficial  ownership
includes any shares a director, executive officer or other 5% holder can vote or
transfer,  shares  subject to stock  options and warrants  that are  exercisable
currently or become exercisable within 60 days and shares subject to convertible
securities  that are convertible  currently or within 60 days.  These shares are
considered to be outstanding  for the purpose of  calculating  the percentage of
ownership of the  stockholder  holding these  options,  warrants or  convertible
securities,  but  are not  considered  to be  outstanding  for  the  purpose  of
calculating the percentage  ownership of any other person.  Percentage ownership
is based on  56,945,397  shares of common stock and 3,400 shares of  convertible
preferred  stock  (each share of  preferred  stock is, at the  holder's  option,
convertible  into  shares of  common  stock,  subject  to  certain  antidilution
protection)  outstanding as of March 31, 2004.  Except as otherwise  noted,  the
stockholders  named in this table have sole voting and dispositive power for all
shares shown as beneficially owned by them.



                                       45
<PAGE>


<TABLE>
<CAPTION>
                                          Shares of Common                       Shares of
                                               Stock                            Convertible      Percentage
                                            Beneficially       Percentage     Preferred Stock  of Convertible
                                               Owned        of Common Stock Beneficially Owned Preferred Stock
----------------------------------------- ---------------- ---------------- ------------------ ---------------
Named Executive Officers and Directors
----------------------------------------- ---------------- ---------------- ------------------ ---------------
<S>                                       <C>              <C>              <C>                <C>
Philip M. Verges (1)                       22,000,000 (3)        28.6%               --               --

----------------------------------------- ---------------- ---------------- ------------------ ---------------
All current directors and executive        22,000,000            28.6                --               --
officers as a group (1 person)
----------------------------------------- ---------------- ---------------- ------------------ ---------------
Other 5% Stockholders
----------------------------------------- ---------------- ---------------- ------------------ ---------------
Verge Tech, Inc. (2)                       22,000,000 (4)        28.6%               --               --
----------------------------------------- ---------------- ---------------- ------------------ ---------------
</TABLE>

*    Less than 1%.

(1)  Mr. Verges's  address is c/o IPVoice  Communications,  Inc., 14860 Montfort
     Drive, Suite 210, Dallas, Texas 75254.

(2)  Verge Tech, Inc.'s address 14860 Montfort Drive,  Suite 210, Dallas,  Texas
     75254.

(3)  Shares of Common  Stock  beneficially  owned  include  2,000,000  shares of
     common stock owned directly and 20,000,000  shares of common stock issuable
     upon  conversion  of all of the  remaining  portion  of the June  19,  2002
     Promissory  Note issued by the Company to acquire the assets of  VergeTech,
     Inc., which is convertible at the option of Verge Tech, Inc. Mr. Verges, as
     the sole director and officer and a substantial  stockholder of Verge Tech,
     Inc. is deemed to have beneficial ownership of those shares.

(4)  Shares of Common  Stock  beneficially  owned  include  2,000,000  shares of
     common  stock  owned Mr. Mr Verges and  20,000,000  shares of common  stock
     issuable upon  conversion  of all of the remaining  portion of the June 19,
     2002  Promissory  Note  issued by the  Company  to  acquire  the  assets of
     VergeTech, Inc., which is convertible at the option of Verge Tech, Inc. Mr.
     Verges is the sole  director and officer and a substantial  stockholder  of
     Verge Tech,  Inc.  and, as such,  Verge  Tech,  Inc.  may be deemed to have
     beneficial  ownership of those  shares.  Verge Tech,  Inc.  disclaims  such
     ownership of Mr. Verges' shares.



                                       46
<PAGE>


Item 12. Certain Relationships and Related Transactions

     On June 19,  2002,  we acquired the assets of VTI.  Philip M.  Verges,  the
founder and a principal  shareholder of VTI, is also our chief executive officer
and sole member of our Board of Directors.

     In October 2002, we converted  $1,800,000 of the Promissory  Note issued on
June 19, 2002 to VTI into  2,000,000  shares of  restricted  common stock (post-
reverse split). The remainder of such Note is unconverted. See Item 11 above for
a  description  of the Note and  beneficial  ownership  of the common stock into
which the Note can be converted.

Item 13. Exhibits, Financial Statement Schedule and Reports on Form 8-K

     (a) Exhibits

EXHIBIT
NO.       DESCRIPTION OF EXHIBIT

2.1       Purchase  Agreement  dated  October  14,  2003  by and  among  IPVoice
          Communications,  Inc. and Intercoastal Financial Services Corporation.
          (Filed as Exhibit  20.1 to the  Company's  Current  Report on Form 8-K
          filed October 15, 2003 and incorporated herein by reference.)

2.2       Stock Purchase  Agreement dated August 26, 2003 by and between IPVoice
          Communications,  Inc. and IP Global Voice, Inc. (Filed as Exhibit 21.0
          to the Company's  Current  Report on Form 8-K filed  September 2, 2003
          and incorporated herein by reference.)

3.1       Articles of Incorporation of Nova Enterprises,  Inc. (Filed as Exhibit
          3.(i).1  to the  Company's  Form  10-SB  filed  November  3,  1999 and
          incorporated herein by reference.)

3.2       Certificate of Amendment of Articles of Incorporation changing name to
          IPVoice  Communications,   Inc.  (Filed  as  Exhibit  3.(i).2  to  the
          Company's Form 10-SB filed November 3, 1999 and incorporated herein by
          reference.)

3.3       Certificate of Amendment of Articles of Incorporation changing name to
          IPVC.com,  Inc.  (Filed as Exhibit 3.(i).3 to the Company's Form 10-SB
          filed November 3, 1999 and incorporated herein by reference.)

3.4       Certificate of Amendment of Articles of Incorporation changing name to
          IPVoice.com,  Inc.  (Filed as Exhibit  3.(i).4 to the  Company's  Form
          10-SB filed November 3, 1999 and incorporated herein by reference.)

3.5       Certificate of Amendment of Correction  completing the  description of
          the Senior  Convertible  Preferred Shares listed in the Certificate of
          Amendment of Articles of Incorporation filed on April 19, 1999. (Filed
          as Exhibit  3.(i).5 to the Company's  Quarterly  Report of Form 10-QSB
          filed May 15, 2000 and incorporated herein by reference.)



                                       47
<PAGE>


3.6       Certificate of Amendment of the Articles of Incorporation  designating
          the preferences, limitations and relative rights of Series B Preferred
          Stock.  (Filed as Exhibit 3.(i).6 to the Company's Quarterly Report of
          Form 10-QSB filed May 15, 2000 and incorporated herein by reference.)

3.7       Certificate of Amendment of Articles of Incorporation changing name to
          IPVoice  Communications,   Inc.  (Filed  as  Exhibit  3.(i).7  to  the
          Company's  Amendment  No. 2 to Form SB-2 filed  February  12, 2001 and
          incorporated herein by reference.)

3.8       Certificate of Amendment of the Articles of Incorporation  designating
          the preferences, limitations and relative rights of Series C Preferred
          Stock.  (Filed as Exhibit 3.(i).8 to the Company's  Amendment No. 2 to
          Form  SB-2  filed  February  12,  2001  and  incorporated   herein  by
          reference.)

3.9       Certificate of Amendment to the Articles of  Incorporation  increasing
          the authorized common stock to 100,000,000  shares.  (Filed as Exhibit
          3.(i).9 to the  Company's  Annual  Report on Form 10-KSB filed May 15,
          2000 and incorporated herein by reference.)

3.10      Bylaws of Nova  Enterprises,  Inc.  (Filed as Exhibit  3.(ii).1 to the
          Company's Form 10-SB filed November 3, 1999 and incorporated herein by
          reference.)

4.1       Form of Private Placement Offering  Memorandum dated February 27, 1997
          offering 1,600,000 common shares at $0.01 per share. (Filed as Exhibit
          4.1  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.2       Form of Private  Placement  Offering  Memorandum  dated April 20, 1998
          offering  992,500 common shares at $1.00 per share.  (Filed as Exhibit
          4.2  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.3       Form of Private Placement Offering Memorandum dated September 15, 1998
          offering  100,000 common shares at $0.50 per share.  (Filed as Exhibit
          4.3  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.4       Form of Private Placement  Offering  Memorandum dated December 1, 1998
          offering 1,000,000 common shares at $0.15 per share. (Filed as Exhibit
          4.4  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.5       Form of Private Placement  Offering  Memorandum dated February 1, 1999
          offering 1,250,000 common shares at $0.40 per share. (Filed as Exhibit
          4.5  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)



                                       48
<PAGE>


4.6       Form of Private Placement  Offering  Memorandum dated February 1, 1999
          offering 104 Units at  $25,000.00  per unit.  (Filed as Exhibit 4.6 to
          the  Company's  Form 10-SB  filed  November  3, 1999 and  incorporated
          herein by reference.)

4.7       Form of Promissory Note for Private Placement Offering of 104 Units at
          $25,000 per unit.  (Filed as Exhibit 4.7 to the  Company's  Form 10-SB
          filed November 3, 1999 and incorporated herein by reference.)

4.8       Form of Warrant for Private Placement Offering of 104 Units at $25,000
          per unit.  (Filed as Exhibit  4.8 to the  Company's  Form 10-SB  filed
          November 3, 1999 and incorporated herein by reference.)

10.1      Secured  Convertible  Promissory  Note dated  August 26,  2003 from IP
          Global Voice,  Inc.  (Filed as Exhibit 20.0 to the  Company's  Current
          Report on Form 8-K filed September 2, 2003 and incorporated  herein by
          reference.)

21.1      Subsidiaries.

23.1  *   Consent of Durland and Company CPAs, PA.

31.1  *   Certification  of Chief Executive  Officer Pursuant to Rule 13a-14(a),
          as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  *   Certification  of  Principal   Financial   Officer  Pursuant  to  Rule
          13a-14(a),  as Adopted  Pursuant to Section 302 of the  Sarbanes-Oxley
          Act of 2002.

32.1  *   Certification of the Chief Executive  Officer and Principal  Financial
          Officer  Pursuant to 18 U.S.C.  Section 1350,  as Adopted  Pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

*    Filed Herewith

     (b) Reports Filed on Form 8-K

     The  following  reports on Form 8-K have been filed during the three months
ended December 31, 2003:

     Current  Report  on  Form  8-K  filed  October  15,  2003,  which  included
disclosure  under Item 2 relating to the acquisition by the Company of shares of
Infotel Technologies Pte, Ltd. Of Singapore.







                                       49
<PAGE>


Item 14. Principal Accountant Fees and Services

     Summarized  below is the  aggregate  amount of  various  professional  fees
billed by our principal accountants, Durland and Company, CPAs, PA, with respect
to our last two fiscal years:

                                     2003          2002
                                     ----          ----

Audit fees                          27,500        7,000
Audit-related fees                   6,400        7,184
Tax fees                               0            0
All other fees, including tax          0            0
consultation and preparation

     All audit fees are approved by our board of directors. Durland and Company,
CPAs, PA, does not provide any non-audit services to the Company.












                [Balance of this page intentionally left blank.]



                                       50
<PAGE>



                                     PART IV

                                   Signatures

     In  accordance  with Section 13 or Section  15(d) of the Exchange  Act, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                          IPVoice Communications, Inc.
                        -------------------------------
                                  (Registrant)


Date:   March 31, 2004


                     By:  /s/ PHILIP M. VERGES
                       ----------------------------------------------------
                       Philip M. Verges
                       Chairman and Chief Executive Officer,
                       Primary Financial Officer


     In  accordance  with the  Exchange Act 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/ PHILIP M. VERGES
     ---------------------     Chairman of the Board, Chief      March 31, 2004
       Philip M. Verges        Executive Officer, Primary
                               Financial Officer







                                       51



Exhibit 31.1

                            Section 302 Certification

I, Philip M. Verges, certify that:

1. I have reviewed this annual report on Form 10-KSB of IPVoice  Communications,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-15(e) and 15d- 15(f)) for the registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
     b) Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;
     c) Evaluated the effectiveness of the registrant's  disclosure controls and
procedures  and  presented  in this  annual  report  our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and
     d) Disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and
     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: March 31, 2004          /s/ Philip M. Verges
                              ---------------------------
                              Chief Executive Officer


<PAGE>

Exhibit 31.2

                            Section 302 Certification

I, Philip M. Verges, certify that:

1. I have reviewed this annual report on Form 10-KSB of IPVoice  Communications,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-15(e) and 15d- 15(f)) for the registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
     b) Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;
     c) Evaluated the effectiveness of the registrant's  disclosure controls and
procedures  and  presented  in this  annual  report  our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and
     d) Disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying officers and I have disclosed, based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and
     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: March 31, 2004          /s/ Philip M. Verges
                              ---------------------------
                              Principal Financial Officer

<PAGE>

Exhibit 32.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                         AND PRINCIPAL FINANCIAL OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of IPVoice  Communications,  Inc. (the
"Company")  on Form 10-KSB for the year ending  December  31, 2003 as filed with
the  Securities  and  Exchange  Commission  on the date  hereof  (the  "Periodic
Report"), I, Philip M. Verges,  Chairman,  Chief Executive Officer and Principal
Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   the Periodic  Report fully complies with the  requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934; and

2.   the information  contained in the Periodic Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Company.





Dated: March 31, 2004

/s/ Philip M. Verges
------------------------------------------
Chairman, Chief Executive Officer
and Principal Financial Officer