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


                          Form 10-KSB


           [X]ANNUAL REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 2002





               Commission file number: 333-59462

                  IPVOICE COMMUNICATIONS, INC.
         (Name of small business issuer in its charter)
            Nevada                           650729900
________________________________   ______________________________
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)



14860 Montfort Drive, Suite 210                75254
        Dallas, Texas
_______________________________   _______________________________
(Address of principal executive offices)     (Zip Code)

            Issuer's telephone number (972) 386-3372
Securities registered under Section 12(b) of the Exchange Act:
     Title of each className of each exchange on which registered
_______________________________________________________
_______________
         Common Stock        Over-the-Counter Bulletin Board



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

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

State issuer's revenues for its most recent fiscal year.
__________$959,059_________________

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
as of March 21, 2003 is $ 1,046,350 based upon the most recent
price 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 21, 2003, we had 8,048,840 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]

               TABLE OF CONTENTS TO ANNUAL REPORT
                         ON FORM 10-KSB
                  YEAR ENDED DECEMBER 31, 2002


                             PART I
Item 1.   Description of Business                               3
Item 2.   Description of Property                              10
Item 3.   Legal Proceedings                                    11
Item 4.   Submission of Matters to a Vote of Security Holders  12


                            PART II
Item 5.   Market for Common Equity and Related Stockholder
Matters   12
Item 6.   Management's Discussion and Analysis or Plan of
Operation 17
Item 7.   Financial Statements                                 20
Item 8.   Changes in and Disagreements With Accountants on
Accounting and
          Financial Disclosure                                 21


                            PART III
Item 9.   Directors, Executive Officers, Promoters and Control
Persons;
          Compliance With Section 16(a) of the Exchange Act    21
Item 10.  Executive Compensation                               23
Item 11.  Security Ownership of Certain Beneficial Owners
          and Management                                       24
Item 12.  Certain Relationships and Related Transactions       25
Item 13.  Exhibits and Reports on Form 8-K                     26

                               2

                             PART I
Forward-Looking Statements:

This annual report on Form 10-KSB contains 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. IP Voice Communications, Inc. is referred to herein as "we"
or "our". 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.
Actual results could differ materially from those projected in
the forward looking statements as a result of a number of risks
and uncertainties, including the risk factors set forth below and
elsewhere in this report (See Management's Discussion and
Analysis of Financial Condition and Results of Operations" in
Part I, Item 6) 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.

Item 1. Description of Business.

Business Development

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"). On January 31, 2001,
we changed our name to IPVoice Communications, Inc. 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 were the surviving company in the transaction; as
a result, IPVoice Communications, Inc. of Delaware ceased to
exist. Our 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.

In May 1999, we changed our name to IPVoice.com, Inc.; then, in
January of 2001, we changed our name back to name to IPVoice
Communications, Inc. The Company is quoted on the OTC Bulletin
Board under the symbol "IPVO". The Company conducted business
from its headquarters in Denver, Colorado until August 1999, when
it relocated to Phoenix, Arizona. In June of 2002, the
headquarters relocated again to Dallas, Texas.

Since the Company's inception, efforts have largely been
dedicated to research and development. 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 to
traditional communication products.

The primary research and development effort centered on the
Company's MultiCom Business Management Software ("MultiCom") for
use in Internet Protocol telephony applications (telephone, fax,
data, images and video over the Internet). MultiCom is the
business management system behind the Company's TrueConnect
Gateway product. The TrueConnect Gateway allows a packet of
information (voice, video, e-mail, data, images, etc.) to cross
multiple networks in route to a final destination and also allows
packets from multiple communication streams to share a single
network. This cross network, multiple communications routing
creates a communication efficiency that exceeds that possible via
the dedicated circuit per call paradigm of traditional
communication protocols, thus creating an opportunity to sell
communication services below current market accepted pricing.

Late in 1999, the Company began to deploy a global Voice-over-
Internet Protocol (VoIP) network constructed on the MultiCom and
TrueConnect Gateway proprietary technology in order to establish
the Company's first revenue stream through the sales of
communication products direct to consumers worldwide. The Company
also established a number of global joint marketing and product
distribution relationships in order to accelerate market
presence.

The VoIP network role out proceeded within acceptable scheduled
tolerances. However, the corresponding sales and marketing
efforts to establish initial consumers suffered catastrophically
as a result of the March 2000 technology market turndown.
Diminished consumer confidence in technology start-ups negatively
impacted early IPVoiceT sales efforts. The complete dissolution
of 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, IPVoice was unable to establish sustainable revenue
momentum. The few early customers established just prior to the
technology market turndown likewise lost confidence eroding the
Company's already small revenue base.

                               3

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

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

Current Corporate Strategy

IPVoice management remains confident in the converged
communications opportunity and committed to leading in the
converged communications space by providing proprietary
technologies that enable enhanced communication services at costs
competitive to traditional communication services.

Since the failed first service launch, IPVoice management has
concentrated on conserving corporate resources in order to
preserve shareholder prospects while exploring alternative
strategies to penetrate the converged communications opportunity
in a dramatically different consumer and capital climate than the
climate prevailing at the Company's onset. After significant
deliberation, management has defined a new strategy that
leverages existing investment, remains centered on the enabling
of enhanced communications with proprietary technologies at costs
competitive to traditional services, at the same time taking into
account the prevailing consumer and capital climate.
The renewed IPVoice strategy is squarely founded on the Company's
proprietary technologies. The IPVoice investment in research and
development has built a robust line of proprietary technologies
that enable enhanced communications and network efficiencies.

The existing strategic plan calls for leveraging this proprietary
technology foundation by packaging IPVoice software with
recognized communication technology brands. Lucent, Cisco and
Nortel Networks, naming only a notable few, are competing to
develop emerging technology product lines that enable converged
communication service offerings delivered across an IP network.
IPVoice has set out to partner with branded providers of known
technologies by packaging both branded and IPVoice products in a
single value proposition marketed directly to prospective
strategic decision makers. By diversifying margin opportunity
across both branded and in house products, IPVoice can 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, IPVoice will look to share in the
recurring revenue created through the delivery of said service.

In order to accelerate the necessary strategic relationship
development with branded communication industry customers,
IPVoice systematically set out to identify, qualify and acquire a
systems integration firm with established branded channel
relationships. Resulting from this effort, IPVoice found and
negotiated an opportunity to acquire VergeTech Inc.

VergeTech, Incorporated (VTI) is a privately held communications
industry technology services firm founded in 1997 and
headquartered in Dallas, Texas. VTI specializes in identifying,
enhancing and building new technologies that create enhanced
communications services and enable the convergence of existing
voice, video and data communications.

VTI customers are primarily communication providers (LECs,
CLEC's, ISP's, ASP's, and MSO's) leveraging emerging technologies
to create differentiation and complimentary, new lines of
communication services. VTI customers today purchase software,
software maintenance and integration services from VTI in order
to realize differentiation and new lines of service
opportunities.
Independent of conversations with IPVoice, VTI had already
endeavored to orchestrate a strategic business model evolution of
their own from only concentrating on emerging technologies
developed by third parties, to developing and packaging
proprietary technologies of their own. VTI will concentrate on
the development of technologies that enhance and can in turn be
packaged with the major brand name products VTI currently
resells. Today VTI is a reseller and integrator for emerging
communication software solutions developed by Cisco Systems and
Sun Microsystems.

On June 19th, 2002, IPVoice acquired all the assets of VTI in
exchange for a $3,000,000, 18-month note convertible into not
more than 50% of the issued and outstanding shares of IPVoice as
of June 19th.

Consistent with this asset acquisition agreement, the board of
directors and the management team resigned and VergeTech
management assumed the IPVoice management positions. Philip
Verges, the former President and Chief Executive Officer of VTI,
has taken the position of Chief Executive Officer and Chairman of
IPVoice replacing Mr. James Howson. No other board members have
been elected at this time.

                               4

The Company remains in the development stage and is acquiring the
necessary operating assets and management expertise to continue
with its proposed business. While the Company is developing tools
necessary to enter the Internet Protocol telephony market, there
is no assurance that any benefit will result from such
activities.

Our future plans call for acquiring companies that augment and
compliment 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 uncomplimentary 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; 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/Distribution Methods and Markets:

We are a product reseller and integrator for Cisco Products and
Sun Microsystems Products.
We also offer:
Voice mail and messaging services;
Prepaid long distance calling card services;
Corporate long distance, fax and data networking services;
E-commerce communications services for businesses selling
products and services over the Internet;
Intelligent Contact Management; and
Wireless features, long distance and applications.
Revenue/Products Breakdown:
We intend to target our revenues in the following product areas:
Software licensing;
Long distance, both domestic and international;
Technical independent consulting; and
Security.

Our Customers:

We intend to have the following (3) major types of customers:
National corporations such as Comp USA, American Express, and
Citibank;
Service Providers (domestic and Foreign) to include ISP's, ASP's,
LEC's and CLEC's; Government (domestic and foreign.

                               5

Our Billing Practices:

For Integration and Licensing Services we bill biweekly. On most
communication services such as local and long distance provided
through our service provider customer/partner, we provide
services on a prepaid basis. We also offer real-time billing.
Real-time billing allows the customer to secure reports 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 fifty states
and internationally in developing economies to include Asia
Pacific, Latin America, and Eastern Europe.

Marketing:

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

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:
WorldCom;
MCI;
Cisco; and
Lucent Technologies.

These competitors have the flexibility to introduce new service
and pricing options that may be more attractive to our existing
as well as our future 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.

Sources and Availability of Raw Materials:

We do not use raw materials in our business.

Suppliers:


Our principal suppliers are provided below:
VergeTech
Cisco
Sun Microsystems
Mira point
CMG
Novell



                               6
Dependence on Major Customers:

During 2002, we were not dependent upon a few or a single major
customer. During 2002, 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
United States Patent and Trademark Office for the following marks
but do not immediately intend to vigorously follow up on the
filings:

IPVoice,
MultiCom,
AuditRite,
TrueConnect,
TruePartner,
4Com, ICB Connect,
IP Jack-in-the-Box (stylized mark),
COMMUNICATIONS OUT OF THE BOX,
IPVoice.net,
IPVoice.com,
FLAT5,
FLAT25, and
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. We
cannot predict 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 C-LEC and IXC status in the
U.S., but do not presently intend to vigorously continue to
pursue the C LEC and IXC status. A C-LEC 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.
                               7
In Canada, the Canadian Radio-Television and Telecommunication
Commission determined in 1998 that IP telephony services
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
charges. Canada 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

Previous IPVoice business strategy subjected the Company 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. We had previously started the
process of filing in every state but do not currently intend to
pursue this process vigorously.

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
that would have a material adverse affect 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 can be obtained.
Most 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.

                                8

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:

content,
privacy,
access to adult content by minors,
pricing,
bulk e-mail,
encryption standards,
consumer protection,
electronic
commerce,
taxation,
copyright infringement, and
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 of our products or services.

In a report to Congress, the FCC stated its intention to consider
whether to regulate 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, and local telephone companies
arguing 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.

                               9

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 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 which 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 affect upon
our business.

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.

Employees:

We currently have 30 employees the majority of who perform
consulting services for our clients. The company currently has
only one officer and one board member. The Company plans to fill
all officer and board positions in 2003 once Director and Officer
insurance is in place. Philip Verges the Chief Executive Officer
and Chairman. The Chief Financial Officer role is temporarily
filled by Bruce Noller in a consulting capacity. Lisa Hargraves
is the Company Staff Controller.

We plan to add up to 50 additional employees in 2003 in
conjunction with forecasted growth plans. None of the current
employees are represented by a labor union for purposes of
collective bargaining. We consider our relations with our
existing employees to be satisfactory.

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 rooms in Washington, D.C., New
York, New York, and Chicago, Illinois. 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.

Item 2. Description of Property.

During the year end December 31, 2002, 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.
                               10

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
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 whether any liability or
damages will be imposed against. We have no insurance coverage
for any damages that may be awarded against us. Should any damage
awards be rendered against us, they may have a material adverse
affect on our operations and financial condition.

Pending Proceedings:

On December 22, 1999, Peter Stazzone, our former Secretary and
Treasurer, filed a lawsuit against us 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. Mr. Stazzone seeks his salary, liquidated
damages, award of stock and options, interest and attorneys fees.
We intend to vigorously defend this action.

On December 17, 1999, Satlink 3000, doing business as Independent
Network Services ("INS"), filed a lawsuit against us in Superior
Court of the State of Arizona, County of Maricopa, No. CV 99-
22560, alleging breach of contract, and other causes of action
seeking actual and punitive damages as a result of the rescission
of our merger with INS. We intend to vigorously defend this

action.


                               11

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.

On June 19, 2002 a majority of the holders of our common stock
approved an amendment to our Articles of Incorporation to
increase the number of shares of our common stock that we are
authorized to issue to 300,000,000 shares. . Prior to this
amendment we were authorized to issue 100,000,000 shares of
common stock.

On June 19, 2002 a majority of holders of our common stock
approved the acquisition of VergeTech incorporated for which the
company issued a convertible $3,000,000 note.

On October 25, a majority of holders of our common stock approved
a 1 for 30 reverse split of the common stock of the company.

                            PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Our common stock has and is currently quoted on the Over the
Counter Bulletin Board ("OTCBB") under the symbol "IPVC" since
July 1998. The high, low and average bid information for each
quarter for the two most recent fiscal years is presented below.
The quotations are inter-dealer 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 April 4, 2002, the
last reported sale price of the common stock on the OTCBB was
$0.04 per share.

           Quarter               High      Low     Average
          2000
          First Quarter         $4.81     $2.00     $3.37
          Second Quarter        $3.19     $1.00     $1.80
          Third Quarter         $1.69     $0.44     $1.05
          Fourth Quarter        $0.75     $0.25     $0.43


          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     0.003     0.11*

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

Holders:

As of December 31, 2002, we had 3,700,000 - shares of our common
stock outstanding held of record by 1850 holders of record. We
currently have 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.

                               12

Recent Sales of Unregistered Securities:

On October 20, 1998, we entered into an agreement with
International Investment Partners, Ltd., an Irish corporation, to
provide financial, consulting and advisory services over a three-
year period in exchange for the issuance of 350,000 shares of
common stock at an agreed value of $35,000, the grant of warrants
to purchase an additional 1,600,000 shares of the common stock
exercisable without time limitation at an exercise price of $0.06
per share, the grant of warrants to purchase an additional
350,000 shares of common stock exercisable without time
limitation at an exercise price of $3.90 per share and, in
consideration of $100 cash, the grant of warrants to purchase up
to 5% of our common stock on a fully-diluted basis at a price of
$1.00 per share.

In January of 1999, we issued 93,760 shares of our common stock
to International Investment Partners Ltd. Ireland. International
Investment Partners Ltd. Ireland received 93,760 shares of common
stock in lieu of payment for $14,064 for services rendered.
International Investment Partners Ltd. Ireland exercised its
warrant to purchase 1,600,000 shares in April 1999 at an exercise
price of $96,000. Regarding the warrant to purchase up to 5% of
our common stock, during the period from January through April
14, 2000, International Investment Partners Ltd. Ireland
purchased 506,000 shares of common stock at an exercise price of
$506,000.

Effective May 31, 2000, our agreement with International
Investment Partners Ltd. Ireland terminated, which excused
International Investment Partners Ltd. Ireland from providing any
further services and discontinued our obligation to make monthly
payments for such services. In addition, International Investment
Partners Ltd. Ireland, agreed to exchange both outstanding
warrants for 700,000 shares of common stock. International
Investment Partners Ltd. Ireland is an accredited investor and a
foreign purchaser. In connection with the initial issuance of
243,760 shares of common stock and the warrants and the exercise
of the warrant for 1,600,000, we relied upon Section 3(b) of the
Act and Rule 504. A Form D was filed with the SEC. In connection
with the issuance of 106,240 shares of the initial common stock,
the shares of common stock in April 1999, and the shares of
common stock upon exercise of the 5% warrant, we relied on
Section 4(2) of the Act and Rule 506. A Form D was filed with the
SEC. In connection with the exchange of the outstanding warrants
for common stock, we relied on Section 3(a)(9) of the Act. We
believe we could also have relied on Regulation S for these
offers and sales.

On October 13, 1998, we entered into a consulting agreement with
Insidestock.com, Inc. to provide media relations services and
consulting advice to us for a one-year period in exchange for the
issuance of 275,000 shares of common stock valued at $27,500 and
the grant of warrants to purchase an additional 155,000 shares of
common stock exercisable for a period of one year at a price of
$0.645 per share. Insidestock.com, Inc. exercised its warrant to
purchase 155,000 shares on April 30, 1999 at an exercise price of
$100,000. In connection with the issuance of the common stock and
warrants, we relied upon Section 3(b) of the Act and Rule 504. A
Form D was filed with the SEC.

                               13

From December 1998 through January 1999, we offered 1,000,000
shares and sold 990,425 shares of our common stock to eight
existing stockholders for $134,500 cash and $14,064 of services
provided by International Investment Partners Ltd. Ireland as
described above. For this offering, we relied upon Section 3(b)
of the Act and Rule 504. A Form D was filed with the SEC.
From February 1999 through May 1999, we sold forty-six units to
twenty-four investors for $1,150,000 cash. Each unit consisted of
(i) a note payable in two years with an option for us to extend
it for an additional two years in the principal amount of $24,900
bearing interest at 9% per annum payable quarterly in cash or, at
our option, in shares of common stock; (ii) a warrant to purchase
18,750 shares of common stock exercisable during the period in
which the note is outstanding at an exercise price equal to 125%
of the average closing price of the stock for the thirty trading
days immediately prior to February 1, 1999, which warrants
contain piggy-back registration rights; and (iii) twenty-five of
our Senior Convertible preferred shares. In the event of a
default in repayment of the notes, all outstanding Senior
Convertible preferred shares shall be converted into common stock
in an amount which will equal 51% of the issued and outstanding
shares, warrants and options. For such offering, we relied upon
Section 4(2) of the Act and Rule 506. Several of the investors
were existing stockholders. We believe the purchasers were all
accredited investors; however, every purchaser received a
February 1, 1999 Private Offering Memorandum that provided
business and financial information about us. A Form D was filed
with the SEC.

Between April 20 and May 19, 2000, we made a tender offer for the
outstanding units pursuant to which we issued 543,876 shares of
common stock in exchange for the surrender of $753,450 in notes,
warrants to purchase 571,875 shares of common stock, and 950
shares of Senior Convertible preferred stock. Additionally, three
warrant holders have exercised 93,750 warrants at a price of
$0.9875 per share of common stock. The tender offer was made in
reliance upon Section 3(a)(9) of the Act. A tender offer
statement was filed with the SEC on April 21, 2000.

Between March 4 and April 2, 1999, we offered 1,250,000 shares at
$0.40 per share. We sold 875,000 shares of common stock to one
accredited investor for $350,000 cash.

At the same time, we entered into a consulting agreement with
Buying Power Network ("BPN") to provide financial public
relations consulting services to us for which we agreed to pay
$40,000 for the first month, $30,000 for the second month and
$25,000 for the third, payable in shares of our common stock. The
contract term was through September 1999 and has expired without
renewal. In exchange for services rendered by BPN, we issued
100,000 shares of common stock, valued at $40,000, to Joyce
Research Group, of which BPN is a division. For the fourth, fifth
and sixth months of the contract, we granted Joyce Research Group
options to purchase 150,000 shares of our common stock at an
exercise price equal to 60%, 65% and 70% of the market price,
respectively.
                               14
We also entered into a marketing agreement with Benae
International, Inc. to market our telephony services and to
register a minimum of one hundred customers in the thirty cities
in which we plan to offer telephony services within twelve months
in exchange for 200,000 shares of our common stock valued at
$80,000. The shares are to be returned to us if the minimum is
not met. For this offering, we relied upon Section 3(b) of the
Act and Rule 504. A Form D was filed with the SEC.

On April 1, 1999, we entered into a marketing and advertising
agreement with Netgenie.com ("ING") to provide marketing services
to a minimum of 75,000 customers in thirty cities designated by
us within a twelve month period in exchange for 100,000 shares of
our common stock, which shares must be returned if NG fails to
deliver a minimum of eight cities for a total of 75,000
customers. In addition, NG could have earned performance bonuses
of: 50,000 shares if eight cities are delivered within ninety
days of execution; 50,000shares if fifteen cities are delivered
within one hundred fifty days; and 10,000 shares for each
additional city thereafter before December 31, 1999 up to thirty
cities. Further, NG was granted warrants to purchase 30,000
shares of our common stock exercisable for a period of two years
at an exercise price of $2.50 per share for every block of 5,000
pre-registered customers up to 75,000 pre-registered customers in
a twelve month period. NG did not satisfy any of the incentive
performance criteria and the right to acquire the additional
shares or exercise the warrants has expired. In connection with
negotiating the agreement and identifying the services to be
performed by NG, we provided NG with access to all of our records
and discussed in detail the provision of our business plan. For
such offering, we relied upon Section 4(2) of the Act and Rule
506. A Form D was filed with the SEC.

On April 7, 1999, we entered into a share exchange agreement with
Satlink 3000, doing business as Independent Network Services
("INS"). We exchanged 250,000 shares of our Redeemable
Convertible preferred stock valued at $500,000 for all of the
outstanding capital stock of INS. INS had only seven
shareholders, most of which we believe were accredited investors.
Such Redeemable Convertible preferred stock contains 1-for-1
conversion rights after one year and is redeemable at $2.00 per
share. Prior to the closing of the share exchange, INS was given
full access to our books, records and business plan. INS
conducted an on-site due diligence examination with full
opportunity to review documents and ask questions of our
management. The president of INS, Peter M. Stazzone, remained
with the company as the president of the subsidiary. At the time
of the exchange, Mr. Stazzone became our Secretary, Treasurer and
Chief Financial Officer under an employment agreement. Also at
the time of the exchange, Mr. Stazzone received 50,000 shares of
our Redeemable Convertible preferred stock. Pursuant to an
employment agreement, Mr. Stazzone received 200,000 shares of our
common stock, a stock bonus of 100,000 shares of common stock
deemed earned on the date of a share exchange agreement, but to
be delivered on the earlier of: (i) the first anniversary date of
his employment; or (ii) Mr. Stazzone's termination, and options
to purchase an additional 200,000 shares of common stock
exercisable for a period of three years at an exercise price of
$1.00 per share. For this offering, we relied upon Section 4(2)
of the Act and Rule 506. A Form D was filed with the SEC.

                               15

In connection with the exchange, INS and Mr. Stazzone represented
that INS had acquired certain assets, including the rights to
INS' name, from the Bankruptcy Court in the Chapter 11 filing of
Telsave. Mr. Stazzone was the Chief Financial Officer of Telsave
at the time the bankruptcy action was filed and the Bankruptcy
Court was provided with disclosure of his involvement with INS
prior to the Court's approval of the sale of certain Telsave
assets to INS. At the time of the acquisition of INS, we believed
that it was acquiring the rights to the CIC Code. The purchase
price was based in part upon an appraisal of the value of the CIC
Code which is loaded in approximately 60% of the domestic market.
However, during the course of our audit for 1999, it was
discovered that clear title may not have passed to INS and
subsequently to us. Therefore, our Board of Directors determined
that, in the event clear title had not passed, it would be in our
best interest to rescind the transaction. We sought a legal
opinion on the status of this title and was advised that there
was no clear link between the ownership of the CIC Code and INS.
Accordingly, our Board of Director voted to rescind the
transaction, to rescind the Redeemable Convertible preferred
stock, common stock and warrant issuances made under the
acquisition and the employment agreement and to terminate Mr.
Stazzone's employment. The matter is now the subject of
litigation between us and INS and Mr. Stazzone as reflected in
our section named "Item 3, Legal Proceedings."

On November 29, 1999, we issued 10,000 shares of common stock to
McGinn Smith & Co. Inc. as a retainer for their services as a
financial advisor in identifying prospective institutional
investors for us. For this offering, we relied upon Section 4(2)
of the Act. McGinn Smith & Co. Inc. is a registered broker-dealer
and an accredited investor.

On December 9, 1999, our stockholders adopted the 2000 Stock
Option Plan, under which 1,000,000 shares of our common stock are
reserved. At the annual meeting on December 12, 2000, the
stockholders ratified an increase in the number of authorized
shares in the option plan to 2,000,000. The option plan took
effect on January 1, 2000 and terminates on December 31, 2005.
The exercise period for the options is determined by the
committee. From July 25, 2000 through November 15, 2000 we issued
a total 880,000 options to 15 persons under the plan. Of these
options, 730,000 have expired. As of the year ended December 31,
2001 and through April 4, 2002, we had 150,000 unexercised
options outstanding pursuant to the plan. These options can be
exercised into common stock at a price of $1.21 per share. We
relied upon Section 4(2) of the Act and other available
exemptions for the grant of the options.

On May 22, 2000, we issued 1,250 shares of our Series B Senior
Convertible preferred stock, or Series B Stock, at a price of
$1,000 per share to each of the Augustine Fund, L.P. and The
Shaar Fund Ltd., for an aggregate price of $2.5 million. Each
share of Series B Stock is convertible into shares of common
stock at a price which is the lower of (i) $1.96 per share, or
(ii) 75% of the average of the three lowest closing bid prices of
the common stock during the 30 trading days immediately prior to
the conversion. Each investor has the further right to purchase
one additional share of common stock at the same price for each
share received upon conversion. In addition, we have the right to
pay the 7.5% dividend on the Series B Stock in shares of common
stock at the same price. Each investor was also granted warrants
to purchase 125,000 shares of common stock at

                               16

an exercise price of $2.136 per share for a period of five years.
In addition, we granted registration rights to the investors and
the primary purpose for the filing of the registration statement
were these registration rights. In connection with this offering,
we paid fees to Delano Group Securities, LLC, a registered broker-
dealer and an accredited investor, in the amount of $250,000 cash
plus a warrant to purchase 100,000 shares of common stock at
$2.136 per share. In issuing these securities, we relied on
Section 4(2) of the Act and Rule 506. A Form D was filed with the
SEC.

During the second quarter of 2001, we entered into a loan
agreement with the same parties who purchased the Series B
Preferred stock in 2000. The loan agreement provides a facility
for us to borrow up to $695,574 by issuing an 8% convertible note
which is due in full on May 31, 2004. Quarterly interest payments
are required to be made beginning on September 30, 2001. The
Lender has the option of converting the notes at any time into
our common stock at a conversion price equal to 75% of the
average of the three lowest closing bid prices for the common
stock for the thirty (30) consecutive trading days immediately
preceding the conversion date. In order to secure this credit
facility, Mr. Howson and Ms. Will signed personal guarantees and
provided collateral to the Lenders.

Between February 19, 2001, and November 18, 2001 we issued
538,326 shares of our common stock to twelve persons in lieu of
cash interest payments due by us from our Series B Convertible
Preferred Offering. In issuing these securities, we relied on
Section 4(2) of the Act and Rule 506.
Item 6. Managements Discussion and Analysis.

Forward-Looking Statements:

Statements in this Management's 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. 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.

                               17
A. Overview of Operations:

Until we achieve several quarters at a sustained level of
profitability, we must be considered a start-up entity. Until
that time, we may remain dependent 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 been in the development stage for several years. We
believe we have developed and acquired the necessary operating
assets to conduct our business. While we believe that our
proprietary software enables us to compete effectively in the
Internet Protocol telephony market, there is no assurance that
any benefit will result from these activities.

We received limited revenues and incurred expenses in excess of
revenues during the development of our products and services.
During development, we received revenues from the wholesaling of
other parties' prepaid calling cards. We have only recently
received revenues from the sale of IPVoice products and services.
We believe our new strategy to package our proprietary IP
Telephony software with recognized brand names and to pursue
sales efforts by providing offerings that improve our clients'
existing offerings through integration of enhanced communication
technologies will be successful.
Risks and Uncertainties

We have substantial and recurring losses and negative cash flow
since our inception in February 1997. For the fiscal years ended
December 31, 2001 and 2000, we had revenues of $157,000 and
$137,000, respectively and operating expenses of $2,439,000 and
$3,381,000, respectively. We are at risk of continued losses
until our revenues increase. There is no assurance that we can
increase our revenue sources and it is unlikely we can lower our
expenses in our present mode of operations. We may never earn a
profit. If we continue to lose money over a period of time, we
may be forced to discontinue our operations.

We have required substantial capital to fund our business
operations. Our future capital requirements will depend upon many
factors, including the expansion IP Telephony, requirements to
maintain adequate telecommunications capabilities, the progress
of our research and development activities, expansion of our
marketing and sales efforts and the status of competitive
products and services.

Our revenues have been negligible and we have financed our
operation primarily through sales of equity and debt securities.
We expect to enter into additional financial transactions, which
could result in significant dilution or substantial indebtedness.

We have no commitments, agreements or understandings regarding
additional financing and we may be unable to obtain additional
financing on satisfactory terms or at all. We expect to pursue
additional financing through private

                               18

placement of debt or equity. If additional funds are raised or
acquisitions are made by issuing equity securities, further
dilution to the existing stockholders will result. We may also
incur or assume substantial indebtedness. These arrangements may
require us to relinquish rights to certain of our existing or
potential products or other assets. Accordingly, the inability to
obtain such financing could have a material adverse affect on our
business, financial condition and results of operations.
Our future revenue and operating results depend on a number of
factors. Since revenues from sales are currently unpredictable,
our future revenue and operating results may fluctuate.

Our short operating history and the rapidly changing nature of
the market in which we compete make it difficult to accurately
forecast our revenues and operating results. Our quarterly
operating results are unpredictable and we expect them to
fluctuate in the future due to a number of factors. These factors
may include, among others:

O    The amount and timing of operating costs and capital
expenditures relating to the growth of our business;
O    The costs to develop and introduce new products and services
in response to changing market conditions and customer
preferences; and
O    The announcement or introduction of new or enhanced products
or services by our competitors.

In view of such fluctuations, we believe that quarterly
comparisons of our financial results are not necessarily
meaningful and should not be relied upon as a measure of future
performance.

As we have stated previously, we have always wanted to expand our
business by way of a strategic acquisition. We believe that the
acquisition of VTI will enable us to overcome the prevailing
consumer resistance to new technologies, reduce marketing costs
to launch new products or re-launch old products and to
concentrate our selling efforts. We believe that this acquisition
can accelerate strategic relationship development with branded
leaders in the communications industry while increasing revenues
and providing additional senior management expertise. We plan to
pursue future acquisitions.

                               19

There is no assurance that we will be able to obtain adequate
distribution of our products to a large number of intended end
users. We believe that our ability to achieve revenues in the
future will depend in significant part upon our ability to build
upon existing relationships with, and provide support to, several
large recognized branded communications suppliers. As a result,
any cancellation, reduction or delay may materially adversely
affect our business, financial condition and results of
operations. There can be no assurance that we will be able to
complete this new strategy.

We are involved in litigation with one former officer and with
the shareholders of a former acquisition candidate that could
affect our financial condition. Such litigation can be expensive
and time consuming to defend. We have confidence in the merits of
our case and believe we will prevail. However, if pending
litigation matters are decided against us, in the aggregate, it
could have a material adverse affect on our financial condition.

B. Results Of Operations:

Year Ended December 31, 2002 Compared to the Year Ended December
31, 2001 Net Sales. Net sales increased about five hundred
percent (500 %) from $157,605 for the year ended December 31,
2001 to $959,059 for the year ended December 31, 2002. This
increase was primarily due to the previously described new
business model and the corresponding acquisition of VTI.

Cost of Sales: Cost of sales increased three hundred and twenty
nine percent (329%) from $147,159 for the year ended December 31,
2001 to $631,769 for the year ended December 31, 2002. This
increase was primarily due to increase in overall sales. Our cost
of sales, as a percentage of sales, decreased from approximately
93.4% to approximately 65.9% over these same years due primarily
to the previously described new business model.

Compensation Expense: Compensation expense decreased eighty-three
percent (83.8%) from $2,045,090 for the year ended December 31,
2001 to $331,189 for the year ended December 31, 2002. This net
decrease was primarily due to the company having decreased its
stock-based compensation to outside consultants by a larger
amount than its increase in stock-based compensation to officers
and related party consultants.
                               20
General and administrative Expense: General and administrative
expenses remained consistent from 2001 to 2001. Year ended
December 31, 2001 expenses were $802,232 and year ended December
31, 2002 were $820,220.
Depreciation and amortization Expense: Depreciation and
amortization expense decreased fifty-one percent (51.1%) from
$94,249 for the year ended December 31, 2001 to $46,072 for the
year ended December 31, 2002. Depreciation on fixed assets is
calculated on the straight-line method over the estimated useful
lives of the assets.

C. 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 $12,6900
and ($899,002) at December 31, 2001. This decline results because
of on-going losses sustained by the Company.

Since our inception, we have financed our operations primarily
through equity security sales. We estimate that our current lack
of cash and the cash flow from operations over the next 12 months
will not be sufficient to continue our operations and to fund our
operational expenses. Accordingly, if our revenues are
insufficient to meet our needs, we will attempt to secure
additional financing through traditional bank financing or a debt
or equity offering; however, because we have limited revenues and
a 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. Accordingly, 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.

Item 7. Financial Statements.

                  IPVoice Communications, Inc.
                   (f/k/a IPVoice.com, Inc.)




                 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-6

Notes to Consolidated Financial Statements                    F-7





                               F-1


                  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,
2002 and 2001 and the related consolidated statements of
operations, stockholders' equity (deficiency) and cash flows for
the two years ended December 31, 2002. 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 upon our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. 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, 2002 and 2001 and the
results of operations and their cash flows for the two years
ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 6 to the consolidated financial
statements, the Company has experienced a net loss since
inception, and reflects negative working capital as of December
31, 2002. The Company's financial position and operating results
raise substantial doubt about its ability to continue as a going
concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

                                    Durland & Company, CPAs, P.A.
Palm Beach, Florida
March 7, 2003
                              F-2

                  IPVoice Communications, Inc.
                   Consolidated Balance Sheets

                                              December  December
                                              31, 2002  31, 2001
                   ASSETS
CURRENT ASSETS
   Cash                                      $46,642     $12,690
   Accounts receivable, net of allowance of  193,362     47,304
$124,963 and $26,535
   Prepaid expenses and deposits             2,544       62,755



Total current assets               242,548     122,749

PROPERTY AND EQUIPMENT
   Computer equipment                        22,017      730,043
   Office equipment                          2,152       50,454
   Furniture and fixtures                    7,366       47,740

   Subtotal property and equipment           31,535      828,237
   Less: Accumulated depreciation            (27,222)    (266,295)

          Total property and equipment       4,313       561,942

OTHER ASSETS
   Goodwill                                  2,756,327   0
   Intangible property                       0           260,736

          Total other assets                 2,756,327   260,736

Total Assets                                 $3,003,18   $945,427
                                            8

    LIABILITIES AND STOCKHOLDERS' EQUITY
                 (DEFICIT)
CURRENT LIABILITIES
   Accounts payable
      Trade                                  $334,080    $563,729
      Officer                                0           140,119
      Related party                          0           10,250
   Accrued expenses
      Salary and taxes                       63,704      0
      Dividends                              469,120     295,188
      Interest - stockholders                30,776      5,000
   Short-term line of credit                 794,979     0
   Deferred revenue                          0           7,465

          Total current liabilities          1,692,659   1,021,751

LONG-TERM LIABILITIES
   Notes payable                             1,625,773   1,051,941
   Capitalized leases                        0           198,260

          Total long-term liabilities        1,625,773   1,250,201

Total Liabilities                            3,318,432   2,271,952

STOCKHOLDERS' EQUITY(DEFICIT)
   Senior convertible preferred stock,
$0.001 par value, authorized 10,000,000      2          3
shares;
     Series A, 200, Series B, 2,241 and
2,318 issued and outstanding shares
   Common stock, $0.001 par value,
authorized 100,000,000 shares; 4,604,241 and 4,604      29,214
     29,214,470 issued and outstanding
shares
   Beneficial conversion feature discount    959,697     1,046,030
   Additional paid-in capital                9,925,851   7,299,646
   Retained deficit                        (11,205,3   (9,701,418)
                                            98)

          Total stockholders' equity       (315,244)   (1,326,525)
(deficit)

Total Liabilities and  Stockholders' Equity  $3,003,18   $945,427
(Deficit)                                    8



                              F-3
The accompanying notes are an integral part of the financial sta
tements


                  IPVoice Communications, Inc.
              Consolidated Statements of Operations
                    Years Ended December 31,


                                                2002       2001

REVENUES

   Net sales                                 959,059     157,605
   Less: Cost of sales                       631,769     147,159

          Net sales                          327,290     10,446

OPERATING EXPENSES:
   Compensation                             331,189     1,525,601
   Advertising                                 2,694       0
   Sales and marketing                         8,119       0
   General and administrative                820,220     802,232
expenses
   Research and development                    0           16,946
   Depreciation and                           46,072      94,249
amortization

          Total expenses                    1,208,294   2,439,028

Income (loss) from operations              (881,004)   (2,428,582
                                                          )

OTHER INCOME (EXPENSE):
   Interest income                             107         712
   Interest expense                         (34,548)    (261,877)
   Other income                                  1,568       0
   Bad debt expense                              (98,428)    0
   Loss on asset abandonment                     (404,077)   0

          Total other income                (535,378)   (261,165)
(expense)

Net income (loss)                        (1,416,38   (2,689,747
                                               2)         )

Income (loss) per weighted                       $           $
average common share                           (0.03)     (0.11)

Number of weighted average
common shares outstanding                  41,350,89  24,487,086
                                               4


                              F-4
The accompanying notes are an integral part of the financial sta
tements



                  IPVoice Communications, Inc.
    Consolidated Statements of Stockholders' Equity (Deficit)


                                                     Benefi         Total
                                              Additi  cial          Stock
                       Number of    Par Value  onal  Conver Retain holde
                         Shares     of Stock  Paid-   sion    ed    rs'
                                                In   Featur        Equit
                                                       e             y
                      Pref  Common   Pref  Commo  Capita Discou Defici
(Defi
                      erre         erre   n     l      nt   t        cit)
                        d            d
BEGINNING BALANCE,    2,70   18,866   $3     $18,8   $6,019  $833,3  $(6,83
$40,7
December 31, 2000     0     ,384         66     ,085    33      0,546)  41
1st qtr. - services   0      2,256,   0      2,256   855,02  0       0
857,2
(0.38/sh.)                 000                4                     80
1st qtr. -            (20)   98,217   0      98      (98)    0       0
0
conversion of Series
B pref. stock
2nd qtr. - services   0      3,004,   0      3,004   384,87  0       0
387,8
($0.13/sh.)                418                9                     83
2nd qtr. -            (90)   1,058,   0      1,059   (1,059  0       0
0
conversion of Series       805                )
B pref. stock
2nd qtr. - issuance   0      126,63   0      127     28,441  0       0
28,56
of shares for              0                                       8
interest
Series B preferred    0      0        0      0       0       0       (181,1
(181,
stock dividend                                              25)     125)
2nd qtr. -  bene.     0      0        0      0       0       212,69  0
212,6
conv. feature                                        7              97
discount
3rd qtr. - issuance   0      143,19   0      143     8,443   0       0
8,586
of shares for              5
interest
3rd qtr. -            (50)   1,674,   0      1,675   (1,675  0       0
0
conversion of Series       665                )
B pref. stock
4th qtr. -            (22)   1,717,   0      1,718   (1,718  0       0
0
conversion of Series       656                )
B pref. stock
4th qtr. - issuance   0      268,50   0      268     8,324   0       0
8,592
of shares for              0
interest
Net loss              0      0        0      0       0       0       (2,689
(2,68
                                                           ,747)   9,747
                                                                  )
BALANCE, December     2,51   29,214   3      29,21   7,299,  1,046,  (9,701
(1,32
31, 2001              8     ,470         4      646     030     ,418) 6,525
                                                                  )
Series B preferred    0      0        0      0       0       0       (173,9
(173,
stock dividend                                              32)     932)
1st qtr. - issuance   0      171,84   0      172     8,420   0       0
8,592
of shares for              0
interest
1st qtr. - services   0      10,500   0      10,50   409,50  0       0
420,0
($0.04/sh.)                ,000         0      0                     00
2nd qtr. - services   0      2,500,   0      2,500   102,50  0       0
105,0
($0.04/sh &                000                0                     00
$0.05/sh.)
3rd qtr. - services   0      5,000,   0      5,000   245,00  0       0
250,0
($0.05/sh)                 000                0                     00
3rd qtr. -            (48)   5,303,   0      5,304   (5,304  0       0
0
conversion of Series       824                )
B pref. stock
4th qtr. -            (3)    1,774,   0      1,774   (1,774  0       0
0
conversion of Series       375                )
B pref. stock
4th qtr. -            0      60,000   0      60,00   1,740,  0       0
1,800
conversion of debt         ,000         0      000                   ,000
4th qtr. - 1 for 30   0      (110,6   0      (110,   110,64  0       0
0
reverse split              48,874       649)   9
                           )
4th qtr. -            (26)   588,54   (1)    589     (588)   0       0
0
conversion of Series       6
B pref. stock
4th qtr - services    0      200,00   0      200     17,800  0       0
18,00
($0.09/sh)                 0                                       1
Bene. conv. feature   0      0        0      0       0       (86,33  86,333
0
discount                                             3)
amortizement
Net loss              0      0        0      0       0       0       (1,416
(1,41

                                                         ,382)   6,382
                                                                  )
ENDING BALANCE,       2,44   4,604,   $2     $4,60   $9,925  $959,6  $(11,2
$(315
December 31, 2002     1     181          4      ,851    97     05,398  ,244)
                                                           )
                 $(11,205,398)$(315,244)


                                                  F-5
The accompanying notes are an integral part of the financial statements




                  IPVoice Communications, Inc.
              Consolidated Statements of Cash Flows
                    Years Ended December 31,

                                                        2002    2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                              (1,416,   (2,689,
                                                     382)     747)
Adjustments to reconcile net loss to net cash used by
operating activities:
   Stock issued for services - related party          260,000   1,169,4
                                                              83
   Stock issued for services - other                  533,000   121,426
   Depreciation                                       46,072    94,249
   Bad debt expense                                   98,428    0
   Loss on asset abandonment                          404,077   0
   Amortization of beneficial conversion feature      0         212,697
discount
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable         (15,979   (45,159
                                                     )        )
   (Increase) decrease in prepaid expenses and        807       31,161
deposits
   Increase (decrease) in accounts payable - trade    89,740    37,477
   Increase (decrease) in accounts payable - officers 0         134,680
   Increase (decrease) in accounts payable - related  (115,53   (30,825
party                                                 8)       )
   Increase (decrease) in deferred revenue            0         (3,035)
   Increase (decrease) in accrued salary and taxes    15,140    0
   Increase (decrease) in accrued interest            25,776    0

Net cash used by operating activities                 (74,859   (967,59
                                                     )        3)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Maturity of certificate of deposit                 0         256,190
   Purchase of property and equipment                 0         0
   Purchase of intangibles                            0         (20,736
                                                              )

Net cash used by investing activities                 0         235,454

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on notes payable                          (28,364   0
                                                     )
   Advances on short term line of credit              119,534   864,250
   Cash purchased in acquisition                      17,641    0

Net cash provided by financing activities             108,811   864,250

Net increase (decrease) in cash and equivalent        33,952    132,111

CASH, beginning of period                             12,690    111,150

CASH, end of period                                   $46,642   $243,26
                                                              1

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Interest paid in cash                              $181      $3,434

Non-Cash Financing Activities:
   Series B preferred stock dividend                  $173,93   $181,12
                                                     2        5


Common stock issued to pay interest                $8,592    $45,746
   Net assets purchased by issuing promissory note    $243,67   $0
                                                     3
   Conversion of acquisition note into common stock   $1,800,   $0
                                                     000

                              F-6
The accompanying notes are an integral part of the financial sta
tements

The accompanying notes are an integral part of the financial
statements

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 acquisition 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.

c) Principles of consolidation The consolidated financial
statements include the accounts of IPVoice Communications, Inc.
and its wholly owned subsidiaries. All inter-company 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 accounting
principles generally accepted in the United States 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. 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.

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.


                  IPVoice Communications, Inc.
           Notes to Consolidated Financial Statements


(1) Summary of significant Accounting Principles (Continued)

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 December 31,
2002 and December 31, 2001, respectively. The Company had 200
shares of Series A preferred stock issued and outstanding at
December 31, 2002 and December 31, 2001, respectively. The
Company had 2,318 shares of Series B preferred stock issued and
outstanding at September 30, 2002 and December 31, 2001,
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 for 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.

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 convertible into 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


                  IPVoice Communications, Inc.
           Notes to Consolidated Financial Statements


(2) Stockholders' Equity (Continued)  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 prices 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


                  IPVoice Communications, Inc.
           Notes to Consolidated Financial Statements


(2) Stockholders' Equity (Continued) 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.

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 quarters 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.

(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 $11,205,400 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
September 30, 2002, is $4,480,000, 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
$4,480,000, as the Company has no history of profitable
operations. The significant components of the net deferred tax
asset as of December 31, 2002 are:

     Net operating losses$4,480,000     Valuation allowance
(4,480,000)  Net deferred tax asset     $0
(4) Related Parties At December 31, 2002 and December 31, 2001,
the Company owed officers $0 and $110,315, respectively, for
reimbursement of expenses paid on behalf of the Company and
unpaid salaries. These amounts are reflected in Accounts Payable
- Officer. Total consulting fees incurred by two shareholders
during the years ended December 31, 2002 and 2001 amounted to
$100,000 and $514,700 as of the end of the second quarter of
2002. Consulting fees amounting to $90,750 were paid to an
officer during the twelve-month period ended December 31, 2001.

(5) 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. The Company paid approximately $28,400 and
$124,000 in rentals during 2002 and 2001. (See note 8)



                  IPVoice Communications, Inc.
           Notes to Consolidated Financial Statements

(5) Commitment and Contingencies (Continued)

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. 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.

The Company believes these suits have no merit and intends to
vigorously defend them.

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.

(6) Going Concern As shown in the accompanying consolidated
financial statements, the Company has incurred a net loss of
$11,205,400 since inception. At December 31, 2002, the Company
reflects negative working capital of approximately $1,450,100.
These conditions raise substantial doubt as to the ability of the
Company to continue as a going concern. The ability of the
Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing.
The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a
going concern. The Company has retained the services of a
registered broker/dealer and is in negotiations with investment
groups to raise additional capital.

(7) 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.

(8) 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.

                              F-7
The accompanying notes are an integral part of the financial sta
tements


Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure. The accounting firm of
Durland & Company, CPAs, P.A. audited our financial statements.
Since inception, we have had no changes in or disagreements with
our accountants.

                            PART III

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

Our Bylaws provide that we shall have a minimum of one (1)
director on the Board of Directors at any one time. Vacancies are
filled by a majority vote of the remaining directors then in
office. Our directors and executive officers are as follows:
                               21
The names and ages of our directors, executive officers, and key
employees are as follows:
Name                Age       Position                 Term
Philip M. Verges    37        Director, Chairman and CEO    3
year

Each of our directors is elected at the annual meeting of
stockholders and serves until the next annual meeting and until
his or her successor is elected and qualified, or until his or
her earlier death, resignation or removal. No compensation is
currently paid to directors for their service on the Board though
the non-officer directors are reimbursed for travel and other
direct expenses in attending meetings of the Board.

Philip Verges,
Chief Executive Officer and Chairman of IPVoice
previously managed VTI since its inception. Mr. Verges is an
experienced executive manager, with a successful 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 US Army Captain in a wide variety of important
engagements to include research and development of counter
terrorism communication technologies and practices.

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

Significant Employees:

Other than the aforementioned, none of our employees are expected
to make a significant contribution.

Family Relationships:

There are no family relationships among our officers, directors,
or persons nominated for such positions.

Legal Proceedings:

None of our officers, directors, or persons nominated for such
positions and none of our promoters or significant employees have
been involved in legal proceedings that would be material to an
evaluation of our management.

                               22


Item 10. Executive Compensation:

The following table sets forth certain information concerning
compensation paid to or accrued for the benefit of our officers
and directors.

Summary Compensation Table

                                          Annual Compensation
                                         Long-Term Compensation

Awards
Payouts
                                                 Other Annual
Restricted          Securities
Name and Principal     Year     Salary    Bonus  Compensation
Stock               Underlying   LTIP   All Other
Position                                             (1)
Award(s)             Options   Payouts Compensation

Philip M. Verges       2002    $60,000      0         0
0                       0         0         0
Director, CEO, Chairman


(1) Other compensation does not include certain health and life
insurance benefits paid by us on behalf of our employees.

(2) None of our officers or directors owned any unexercised
options as of December 31, 2002. No stock appreciation rights
were exercised during such year or were outstanding at the end of
the year.

Employment Agreements:

The Company has no existing employment agreements at this time.


                                                   23

Stock Option Plan:


The Company has no existing employee stock option in place at
this time.

Stock Award Plan:

The Company has no existing Stock Award plan at this time.

Compensation of Directors:

We have no arrangements for compensating our directors for
attendance at meetings of the board of directors. We do reimburse
their necessary travel expenses in connection with Directors
meetings.

None of the executive officers owned any unexercised options as
of December 31, 2002.

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

The following tables set forth the ownership as of April 4, 2002
by:
O    Each shareholder known by us to own beneficially more than
5% of our common stock;
O    Each executive officer;
O    Each director or nominee to become a director; and
O    All directors and executive officers as a group.


                               24


Security Ownership of Beneficial Owners:

------------------- --------------------------------- -----------
------------ --------------- ---------------
 Nature of
 Title of Class Name & Address Beneficial Percent of
 Of Beneficial Owner Amount Ownership Class
------------------- --------------------------------- -----------
------------ --------------- ---------------
Common Barbara S. Will 4,628,207 Direct .1165%
 7585 East Redfield Road, Suite
 202, Scottsdale, Arizona 85260.
------------------- --------------------------------- -----------
------------ --------------- ---------------
 James Howson 2,000,000 (1) Indirect (1) .0914%
 Common 7585 East Redfield Road, Suite 1,630,000 Direct
 202, Scottsdale, Arizona 85260. 3,630,000 Total held
------------------- --------------------------------- -----------
------------ --------------- ---------------
 Common 8,258,207 .2079%
 TOTAL

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

Security Ownership of Management:

------------------- ------------------------------- -------------
------ ----------------- -------------------
 Title of Class Name & Address Amount Nature Percent
------------------- ------------------------------- -------------
------ ----------------- -------------------
 Common Barbara S. Will 4,628,207 Direct .1165%
 7585 East Redfield Road,
 Suite 202, Scottsdale,
 Arizona 85260.
------------------- ------------------------------- -------------
------ ----------------- -------------------
 James Howson 2,000,000 (1) Indirect (1) .0914%
 7585 East Redfield Road, 1,630,000 Direct
 Common Suite 202, Scottsdale, 3,630,000 Total
 Arizona 85260. held
------------------- ------------------------------- -------------
------ ----------------- -------------------
 Officers and Directors as a 8,258,207 .2079%
 group
------------------- ------------------------------- -------------
------ ----------------- -------------------


Item 12. Certain Relationships and Related Transactions:

In June 2002 IPVoice acquired the assets of VergeTech
Incorporated valued at $3,000,000 for which the IPVoice issued a
note. In October 2002 IPVoice converted $1,800,000 of the note
into 2,000,000 of restricted stock.
Other Relevant Historical Relationships and transactions include:
In January 2000, we entered into a three-year equipment lease
with International Investment Partners Ltd. Delaware.
International Investment Partners Ltd. Delaware purchased three
gateways from Telic.net for installation in New York and Los
Angeles. We paid International Investment Partners Ltd. Delaware
$120,000 to purchase the gateways and terminate this agreement.
Brian Auchey, who was formerly our chief financial officer, was
vice president of International Investment Partners Ltd.
Delaware. This agreement was terminated on May 31, 2000.

                               25

On May 5, 2000, Barbara S. Will, Anthony K. Welch and James K.
Howson, in their individual capacities, and IPVoice
Communications, Inc. and Condor Worldwide Ltd., assigned to us
all of the intellectual property in MultiCom Business Management
Software in exchange. Barbara S. Will and James K. Howson
constituted our only two Directors. James K. Howson is the
Chairman and CEO of Condor Worldwide LTD. Anthony K. Welch was
formerly a member of our Board of Directors.

In May 2000, we completed a transaction with Augustine Fund, L.P.
and The Shaar Fund, Ltd., two of the selling stockholders on our
Form SB-2 Registration Statement on Form SB-2. We received
$1,250,000 from each of them. We issued to each selling
stockholder fund, 1250 shares of Series B Preferred stock, and
warrants to purchase 125,000 shares of common stock at an
exercise price of $2.136 per share and granted them registration
rights.

On June 1, 2000, we entered into a financial and business
management consulting agreement with GCR. GCR was compensated on
an hourly basis, plus out-of-pocket expenses, for time spent by
its staff in providing services to us. Brian Auchey, a vice
president of GCR, was formerly our chief financial officer. GCR
was paid $175 per hour, subject to certain adjustments, for Mr.
Auchey's services. This agreement was terminated.

On August 2, 2000, we entered into a TruePartner Master
Distributor Agreement and TruePartner Master Agent Marketing
Agreement with GCR. Under these agreements, GCR is granted
nonexclusive rights to market and sell the IPVoice equipment and
services and is paid a percentage of sales of equipment and
services. Brian Auchey, a vice president of GCR, was formerly our
chief financial officer. This agreement was terminated.

On September 1, 2000, we entered into a research development and
technical consulting contract with Anthony Welch. Under this
agreement, Mr. Welch was to provide programming, training,
development and technical consulting services for $7,500 per
month. The term of the agreement was indefinite but could be
terminated by either party with 30 days notice. We terminated
this agreement in December of 2000.

Item 13. Exhibits and Reports on Form 8-K

---------------               ----------------    ---------------
---------------------------Exhibit No.  See Footnotes
Description
               [1] - [9]
               indicated
               below
               regarding
               incorporation
                              by reference
---------------               ----------------    ---------------
--------------------------
3.(i).1        [1]            Articles of Incorporation of Nova
                              Enterprises, Inc. filed
                              February 19, 1997
---------------               ----------------    ---------------
--------------------------
3.(i).2        [1]            Certificate of Amendment of
Articles of
                              Incorporation changing name to
IPVoice
                              Communications, Inc. filed March
24, 1998.
---------------               ----------------    ---------------
--------------------------

               26

---------------               ----------------    ---------------
--------------------------
Exhibit No.    See Footnotes  Description
               [1] - [9]
               indicated
               below
               regarding
               incorporation
               by reference
---------------               ----------------    ---------------
--------------------------
3.(i).3        [1]            Certificate of Amendment of
Articles of
                              Incorporation changing name to
IPVC.com,
                              Inc.
---------------               ----------------    ---------------
--------------------------
3.(i).4        [1]            Certificate of Amendment of
Articles of
                              Incorporation changing name to
                              IPVoice.com, Inc.
---------------               ----------------    ---------------
--------------------------
3.(i).5        [4]            Certificate of Correction
completing the
                              description of the Senior
Convertible
                              Preferred Shares listed in the
Amendment
                              to the Articles of Incorporation
filed
                              on April 19, 1999.
---------------               ----------------    ---------------
--------------------------
3.(i).6        [4]            Certificate of Amendment of the
Articles
                              of Incorporation designating the
                              preferences, limitations and
relative
                              rights of Series B Preferred Stock.
---------------               ----------------    ---------------
--------------------------
3.(i).7        [9]            Certificate of Amendment of
Articles of
                              Incorporation changing name to
IPVoice
                              Communications, Inc.
---------------               ----------------    ---------------
--------------------------
3.(i).8        [9]            Certificate of Amendment of the
Articles
                              of Incorporation designating the
                              preferences, limitations and
relative
                              rights of Series C Preferred Stock
---------------               ----------------    ---------------
--------------------------
3.(i).9        [*]            Certificate of Amendment to the
Articles
                              of Incorporation increasing
authorized
                              common stock to 100,000,000 shares
---------------               ----------------    ---------------
--------------------------
3.(ii).1       [1]            Bylaws of Nova Enterprises, Inc.
---------------               ----------------    ---------------
--------------------------
4.1            [1]            Form of Private Placement Offering
of
                              1,600,000 common shares at $0.01
per
                              share.
---------------               ----------------    ---------------
--------------------------
4.2            [1]            Form of Private Placement Offering
of
                              992,500 common shares at $1.00 per
share.
---------------               ----------------    ---------------
--------------------------
4.3            [1]            Form of Private Placement Offering
of
                              100,000 common shares at $0.50 per


share.
---------------               ----------------    ---------------
--------------------------
4.4            [1]            Form of Private Placement Offering
of
                              1,000,000 common shares at $0.15
per
                              share.
---------------               ----------------    ---------------
--------------------------
4.5            [1]            Form of Private Placement Offering
of
                              1,250,000 common shares at $0.40
per
                              share.
---------------               ----------------    ---------------
--------------------------
4.6            [1]            Form of Private Placement Offering
of 104
                              Units at $25,000.00 per unit.
---------------               ----------------    ---------------
--------------------------
4.7            [1]            Form of Promissory Note for Private
                              Placement Offering of 104 Units at
$25,000
                              per unit.
---------------               ----------------    ---------------
--------------------------
4.8            [1]            Form of Warrant for Private
Placement
                              Offering of 104 Units at $25,000
per unit.
---------------               ----------------    ---------------
--------------------------


                               27


---------------               ----------------    ---------------
--------------------------
Exhibit No.    See Footnotes  Description
               [1] - [9]
               indicated
               below
               regarding
               incorporation
                by reference
---------------               ----------------    ---------------
--------------------------
10.1           [5]            Augustine Fund, L.P. - Securities
Purchase
                              Agreement including all exhibits.
---------------               ----------------    ---------------
--------------------------
10.2           [5]            The Shaar Fund, Ltd. - Securities
Purchase
                              Agreement including all exhibits.
--------------- ---------------- --------------------------------
-------------


                               28


---------------               ----------------    ---------------
--------------------------
Exhibit No.    See Footnotes  Description
               [1] - [9]
               indicated
               below
               regarding
               incorporation
               by reference
---------------               ----------------    ---------------
--------------------------
23.1           [*]            Consent of Durland & Company, CPAs,
P.A.
---------------               ----------------    ---------------
--------------------------
99.1           [5]            Press Release issued by the
Registrant on
                              May 24, 2000 entitled "IPVoice.com,
Inc.
                              Finalizes $2.5 Million Funding Led
by
                              Augustine and Schaar Funds"
---------------               ----------------    ---------------
--------------------------
99.2           [10]           Our 10QSB filed for the period
ended March
                              31, 2001 filed with the Commission
on May
                              14, 2001
---------------               ----------------    ---------------
--------------------------
99.3           [10]           Our 10QSB for the period ended June
30,
                              2001 filed with the Commission on
August
                              14, 2001
---------------               ----------------    ---------------
--------------------------
99.4           [10]           Our 10QSB for the period ended
September
                              30, 2001 filed with the Commission
on
                              November 19, 2001
---------------               ----------------    ---------------
--------------------------
99.5           [10]           Our Registration Statement on Form
SB-2,
                              which was filed with the Commission
on
                              August 21, 2000 and amended on
November
                              14,2000 and February 12, 2001.
---------------               ----------------    ---------------
--------------------------
99.6           [*]            CERTIFICATION PURSUANT TO 18 U.S.C.
                               1350, AS ADOPTED PURSUANT TO
SECTION 906
                              OF THE SARBANES-OXLEY ACT OF 2002
---------------               ----------------    ---------------
--------------------------
99.7           [*]            CERTIFICATION PURSUANT TO 18 U.S.C.
                               1350, AS ADOPTED PURSUANT TO
SECTION 906
                              OF THE SARBANES-OXLEY ACT OF 2002


[1] Incorporated by reference, as previously filed with the
Company's Form 10-SB filed November 3, 1999
[2] Incorporated by reference, as previously filed with the
Company's Form 10-QSB for the Quarter ended September 30, 1999
[3] Incorporated by reference, as previously filed with the
Company's Form 10-KSB/A for the fiscal year ended December 31,
1999
[4] Incorporated by reference, as previously filed with the
Company's Form 10-QSB for the Quarter ended March 31, 2000
[5] Incorporated by reference, as previously filed with the
Company's Form 8-K filed June 16, 2000
[6] Incorporated by reference, as previously filed with the
Company's Form 10-QSB for the Quarter ended June 30, 2000
[7] Incorporated by reference, as previously filed with the
Company's Form SB-2 filed August 21, 2000
[8] Incorporated by reference, as previously filed with the
Company's Amendment No. 1 to Form SB-2 filed November 14, 2000
[9] Incorporated by reference, as previously filed with the
Company's Amendment No. 2 to Form SB-2 filed February 12, 2001.

                               29

[10] We hereby incorporate the following additional documents by
reference: Our 10QSB filed for the period ended March 31, 2001
filed with the Commission on May 14, 2001; our 10QSB for the
period ended June 30, 2001 filed with the Commission on August
14, 2001; our 10QSB for the period ended September 30, 2001 filed
with the Commission on November 19, 2001; and our Registration
Statement on Form SB-2 which was filed with the Commission on
which was filed on August 21, 2000 and amended on November 14,
2000 and February 12, 2001.

(*Filed herewith)

     (c) Reports on Form 8-K

     No reports on Form 8-K were filed during the fourth quarter
of 2002.


                           SIGNATURES
In accordance with Section 13 or 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)
       By ____/s/ Phil Verges____________________________
     Philip M. Verges, Chief Executive Officer and Director
                      Date March 31, 2003
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.
       By ___/s/ Phil Verges _____________________________
     Philip M. Verges, Chief Executive Officer and Director
                      Date March 31, 2003




* Print the name and title of each signing officer under his
signature.



I, Philip Verges, certify that:

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

2.   Based on my knowledge, this quarterly 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 quarterly
report.

3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report.

4.   The registrant's other certifying officers and I am
responsible for establishing and maintaining disclosure controls
and procedures (as defined in exchange act rules 13a-14 and 15d-
14) for the registrant and have:

A)   designed such disclosure controls and procedures 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 quarterly report is being prepared;

B)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "evaluation date"); and

C)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the evaluation date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

B)   any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.

6.   The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: March 31, 2003

/s/Philip Verges
Chief Executive Officer (or equivalent)



I, Philip Verges, certify that:

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

2.   Based on my knowledge, this quarterly 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 quarterly
report.

3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report.

4.   The registrant's other certifying officers and I am
responsible for establishing and maintaining disclosure controls
and procedures (as defined in exchange act rules 13a-14 and 15d-
14) for the registrant and have:

A)   designed such disclosure controls and procedures 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 quarterly report is being prepared;

B)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "evaluation date"); and

C)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the evaluation date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

B)   any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.

6.   The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: March 31, 2003

/s/Philip Verges
Chief Financial Officer (or equivalent)


  Supplemental information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Exchange Act By Non-reporting I
ssuers
(a) Except to the extent that the materials enumerated in (1)
and/or (2) below are specifically incorporated into this Form by
reference (in which case, see rule 12b-23(b)), every issuer which
files an annual report on this Form under Section 15(d) of the
Exchange Act shall furnish the Commission for its information, at
the time of filing its report on this Form, four copies of the
following:

(1) Any annual report to security holders covering the
registrant's last fiscal year; and

(2) Every proxy statement, form of proxy or other proxy
soliciting material sent to more than ten of the registrant's
security holders with respect to any annual or other meeting of
security holders.

(b) The Commission will not consider the material to be "filed"
or subject to the liabilities of Section 18 of the Exchange Act,
except if the issuer specifically incorporates it in its annual
report on this Form by reference.

(c) If no such annual report or proxy material has been sent to
security holders, a statement to that effect shall be included


under this caption. If such report or proxy material is to be
furnished to security holders subsequent to the filing of the
annual report on this Form, the registrant shall so state under
this caption and shall furnish copies of such material to the
Commission when it is sent to security holders.


Exhibit 23.1 Consent of Durland & Company, CPAs, P.A.


IPVoice Communications, Inc.
Dallas, Texas


                 INDEPENDENT AUDITOR'S CONSENT

Ladies and Gentlemen:


We hereby consent to the incorporation by reference in the
Registration Statement of IPVoice Communications, Inc. on Form S-
8 (file no. 333-101230) pertaining to the IPVoice Communications
2002 Stock Award Consulting and Employees Services Plan III, of
our reports, dated March 7, 2003 and April 12, 2002, on the
financial statements of the company, as of December 31, 2002 and
2001, and for the years then  ended, respectively, included in
the Company's 2002 and 2001 Annual Reports on Form 10-KSB.



                                 /s/Durland & Company, CPAs, P.A.

                                    Durland & Company, CPAs, P.A.

Palm Beach, Florida
March 31, 2003


Exhibit 99.6

                   CERTIFICATION PURSUANT TO
                       18 U.S.C.  1350,
                     AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of IP Voice
Communication, Inc. (the "Company") on Form 10-KSB for the period
ending December 31, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Philip
Verges, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and
belief:

     (1)  the 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 Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.



                         /s/ Philip Verges
                         Philip Verges
                         Chief Executive Officer (or equivalent
thereof)
                         March 31, 2003


Exhibit 99.7

                   CERTIFICATION PURSUANT TO
                       18 U.S.C.  1350,
                     AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of IP Voice
Communication, Inc. (the "Company") on Form 10-KSB for the period
ending December 31, 2002, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Philip
Verges, Chief Financial Officer (or the equivalent thereof) of
the Company, certify, pursuant to 18 U.S.C.  1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that,
to the best of my knowledge and belief:

     (1)  the 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 Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.




                         /s/ Philip Verges
                         Philip Verges
                         Chief Financial Officer (or equivalent
thereof)
                         March 31, 2003