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 year ended December 31, 2001

                        Commission file number: 333-59462

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

               Nevada                                       650729900
          -----------------                           -------------------
     State or other jurisdiction of                     I.R.S. Employer
     incorporation or organization                     Identification No.


                       7585 East Redfield Road, Suite 202
                            Scottsdale, Arizona 85260
               ---------------------------------------------------
                     (Address of principal executive office)


                                 (480) 948-1895

                                 --------------
                 (Issuer's telephone number including area code)

Securities registered pursuant to Section 12(g) of the Act:

    Title of each class            Name of each exchange on which registered
    -------------------            -----------------------------------------
         Common Stock                   Over-the-Counter Bulletin Board

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not 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-K or any amendment to this Form 10-K.

The  aggregate  market value of the Common stock of the  Registrant  as of April
4th,  2002 is  $1,258,250  based  upon  the  most  recent  price  at  which  the
Registrant's common equity was sold.


  APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Not Applicable
                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as of the latest  practicable  date. As of April 4, 2002, we had
39,714,479 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 filled on August 21, 2000 and amended on November
14, 2000 and February 12, 2001.

Transactional Small Business Disclosure Format (check one)
Yes         No X
   ---        ---

<PAGE>

                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2001




                                     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
<PAGE>

                                     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.

Since  our  incorporation,  our  efforts  have  been  devoted  to  research  and
development of our IP Telephony  software and expansion of our product line. Our
IP  Telephony  software  enables  unique  converged  communication  services and
operational  network   efficiencies  for  use  in  Internet  Protocol  telephone
applications,  such as  telephone,  facsimile,  data,  images and video over the
Internet.   Our   overall   strategy  is  to  deliver   clearly   differentiated
communication products at competitive prices.

In the first  quarter of 1999, we began  deploying a global  Voice-over-Internet
Protocol (VoIP) network to deliver differentiated  communication products direct
to consumers worldwide.  In conjunction with our effort to accelerate our market
presence  in this area,  we  established  global  joint  marketing  and  product
distribution  relationships;  however, this  marketing/distribution  rollout was
followed up by the  market-wide  technology  t turndown in March of 2000,  which
negatively impacted consumer confidence in development stage technology start-up
companies,  including  our business.  As a result,  we  discontinued  all of our
products  and  services in our fourth  quarter of 2001,  which  included all our
agency  agreements  for the  sale  of our  long  distance,  gateways  and  other
products, and we were unable to establish a sustainable revenue momentum through
2001.


                                       3
<PAGE>

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

Our principal  executive  offices are located at 7585 East Redfield Road,  Suite
202, Scottsdale, Arizona 85260. Our telephone number is 480-948-1895

Current Corporate Strategy
We currently  market our products and  services  through our  relationship  with
Vergetech, Inc., a privately held Texas Corporation, and Internet providers on a
limited  basis.  We plan to update  our web page at  www.IPVoice.com  which will
describe our existing as well as our anticipated  new products and services.  In
addition, our website will have the ability to receive and process orders.

In approximately the fourth quarter of 2001, we began to reorganize and decrease
our overhead  expenses,  while still pursuing our overall  strategy of marketing
our founding  proprietary IP Telephony software in the converged  communications
industry.  By the end of the year 2001, we had dismissed seven of our employees.
We now  operate  with only three  employees:  our  Chairman  of the  Board/Chief
Executive Officer,  James K. Howson; Barbara Will, our President and a Director;
and Lillian Reed, our Executive Administrative Assistant.

Our  strategy  is  to  overcome  the  prevailing   consumer  resistance  to  new
technologies,  by addressing the consumer shift to increased community, business
and individual security measures. We plan to package our IPVoice(TM) proprietary
IP  Telephony  software  with  recognized  industry  brand  names and lead sales
efforts with offerings that improve overall  security through the integration of
enhanced communication technologies.

Our management  believes that the most efficient means to enhance our ability to
generate revenues and improve our management  expertise and operational capacity
is to acquire branded  communications  industry companies.  We believe that this
will accelerate  strategic research and development of our software and the sale
of branded  products and services.  Consistent with this business  strategy,  we
have identified a systems  integration firm with branded channel  relationships,
Vergetech, Inc. ("VTI"), a privately held Texas Corporation. VTI is a profitable
communications   industry   technology   services   firm  founded  in  1997  and
headquartered in Dallas, Texas.

Subsequent  to our fiscal year end at December 31, 2001, on January 25, 2002, we
entered into an Agreement and Plan of Merger with VTI. This agreement is subject
to certain conditions being satisfied prior to closing. In the event that merger
occurs,  the VTI  shareholders  will hold fifty percent (50%) of our outstanding
common stock.  We anticipate  that we will complete the merger with VTI in April
of 2002.


                                       4
<PAGE>

We intend to combine our operations  with VTI on a  consolidated  basis at their
headquarters facility in Dallas, Texas. Mr. Philip Verges, the President,  Chief
Executive  Officer and Director of VTI will become our Chief  Executive  Officer
and a Director,  while our President, Ms. Barbara Will, will retain her position
as our  President  and a Director.  We will also  appoint five people from VTI's
Board of Directors to our Board.

Our future plans of acquiring  companies that have businesses  complementary  to
us, including the merger with VTI, involves 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 under Vergtech Inc.
through which we 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 (4) major types of customers:
Low-end residential customers;
National corporations such as Comp USA, American Express, and Citibank;
Government (domestic and foreign); and
Hospitality (hotels, hospitals, etc.).


                                       5
<PAGE>

Our Billing Practices:
On most long  distances,  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 call, 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.

Marketing:  We plan to partner with branded providers to integrate their systems
into a consolidated  package  representing a single value proposition for direct
marketing.  In  addition,  we plan  to  operate  under  programs  which  we have
developed such as the Truepartners program overall strategy which allows branded
companies to protect recurring  revenues and permits us to obtain brand name and
sales pipeline leverage.


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:
Worldcomm;
MCI;
Cicso; 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 and the supplier of Vergetch are provided below:
IPVoice                                            Vergetech
Level 3                                            Cisco
XO                                                 Sun Microsystems
UUNet                                              Mira point
Broadwing                                          CMG
Packetport                                         Novell
Gulf coast


                                       6
<PAGE>

Dependence on Major Customers:
During 2001, we were not dependent upon a few or a single major customer. During
2001, 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 filed for service  mark  protection  with the United  States  Patent and
Trademark Office for the following marks:
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  requested  our C-LEC and IXC  status  in the U.S.  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
<PAGE>

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 also will 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.
We are  subject  to  varying  levels  of  regulation  in the  states in which we
currently anticipate providing intrastate  telecommunications services. The vast
majority  of the  states  require  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 have started the process of filing in every state.

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
<PAGE>

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
<PAGE>

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.

Employees: We currently have one part time employee and two full-time employees,
as follows:  (a) Barbara Will,  our  President  and a Director;  and (b) Lillian
Reed, an administrative assistant. (c) James Howson, our Chief Executive Officer
and  Director,  provides  services to us on an  as-needed  part-time  basis as a
consultant.

Over the next twelve  months,  we do not plan to add any  additional  employees;
however,  if  our  merger  with  VTI is  successfully  completed,  our  combined
operations should result in 30 additional employees. None of these 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, 2001,  we operated out of  approximately  6,710
square feet of leased facilities  located at 7585 East Redfield Road, Suite 202,
Scottsdale,  Arizona 85260.  Our telephone  number is (480) 948-1895.  Our lease
expires on July 31, 2003. Our monthly rental payments are $10,797.50  until July
30,  2002.  From  August  1,  2002 to July  31,  2003  our  lease  payments  are


                                       10
<PAGE>

$11,749.56.  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.

On April 25, 2000, Michael McKim filed a lawsuit against us in the United States
District  Court,   for  the  Western   District  of  Kentucky,   at  Louisville,
3:00CV-229-H,  alleging breach of an employment  contract with us and fraud. Mr.
McKim was formerly our Vice President of Research and  Development  and a member
of our board of directors.  We 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.  We intend to vigorously  defend this action as well as
pursue the counterclaim actions against Mr. McKim.


                                       11
<PAGE>

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 April 26,  2001 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  100,000,000  shares.  The
amendment  to our  Articles of  Incorporation  was  effective on April 26, 2001.
Prior to this amendment we were authorized to issue 10,000,000  shares of common
stock.

On January 30, 2001,  a majority of the holders of our common stock  approved an
amendment to our Articles of Incorporation to change our name from  IPVoice.com,
Inc to our prior name IPVoice Communications, Inc.

                                     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 interdealer  prices without  adjustment for
retail markups, markdowns or commissions and do not necessarily represent actual
transactions.  These prices may not  necessarily  be  indicative of any reliable
market value. On 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              $ .75      $   .25   $  .43


      2001
      First Quarter               $   .51    $   .17  $   .35
      Second Quarter              $   .28    $   .09  $   .17
      Third Quarter               $   .11    $   .03  $   .05
      Fourth Quarter              $   .11    $   .01  $   .03

Holders.
As of  December  31,  2001,  we  had  29,214,471  shares  of  our  common  stock
outstanding held of record by 125 holders of record. As of April 4, 2002, we had
39,714,479  shares of our common stock outstanding held of record by 131 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
<PAGE>

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
<PAGE>

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
<PAGE>

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;  50,000
shares 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
<PAGE>

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
<PAGE>

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
<PAGE>

A. Overview of Operations.
Until we achieve a sustained  level of  profitability,  we must be  considered a
start-up entity.  We 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  that the next
strategy  will  be  to  package  our  proprietary  IP  Telephony  software  with
recognized  brand names and to pursue sales efforts by providing  offerings that
improve  overall   security  through   integration  of  enhanced   communication
technologies.

Risks and Uncertainties
From inception through December 31, 2001, we have incurred cumulative net losses
of  $8,573,000.  We expect to  continue to generate  losses  until our  revenues
increase.  We need to find a profitable  acquisition  candidate that can provide
immediate  revenues  and has the  appropriate  infrastructure  in  place so that
operating costs can be significantly reduced.

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 expect to continue to
generate 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.

As of December 31, 2001, we had negative working capital of $899,000.

We have  required  and  continue  to  require  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 are 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
<PAGE>

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.  We also believe it is critical for us to
find a strategic  partner so we can go forward in the  execution of our business
plan while significantly eliminating overheads.

Our  future  revenue  and  operating  results  depend  on a number  of  factors,
including: our gateway product sales and software licensing. Since revenues from
these sales are  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 timing and receipt of license and other fees;
o    The amount of traffic over our gateways and the IPVoice System;
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.

We  plan to  expand,  in  part,  through  acquisitions.  We  have  identified  a
successful profitable business, Vergetech Incorporated,  Inc., (VTI) a privately
held  Texas  corporation  in the  communications  industry  technology  services
business and have signed an agreement to acquire this business.

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.


                                       19
<PAGE>

All of our revenues,  with respect to product sales,  are generated by a limited
number of customers  and  resellers.  Additional  customers  and  resellers  are
necessary to attain profitability.

To date,  a  limited  number of  customers  and  resellers  have  accounted  for
substantially  all of our revenues  with respect to product  sales.  Although we
have  entered  into several  TruePartner  agreements,  most of them have not yet
generated  sustained  revenues.  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 two former officers and with the shareholders
of a former acquisition  candidate.  Costs related to pending litigation matters
could adversely affect our financial condition.

We are involved in litigation with two former officers 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, 2001  Compared to the Year Ended  December 31, 2000 Net
Sales.  Net sales  increased  about fifteen percent (15 %) from $137,375 for the
year ended  December 31, 2000 to $157,605 for the year ended  December 31, 2001.
This increase was primarily due to the  introduction  of flat rate calling plans
in the year 2001.

Cost of Sales. Cost of sales increased twenty eight percent (28%) from $114,785
for the year ended December 31, 2000 to $147,159 for the year ended December 31,
2001. This increase was primarily due to increase in flat rate calling plans.
Our cost of sales, as a percentage of sales, increased from approximately 87.2%
to approximately 93.4% over these same years due to higher costs associated with
using other providers networks as opposed to our own.

Compensation Expense. Compensation expense decreased thirteen percent (13%) from
$2,301,654 for the year ended December 31, 2000 to $2,045,090 for the year ended
December 31, 2001.  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
<PAGE>

General  and  administrative   Expense.   General  and  administrative  expenses
decreased  over three hundred  percent  (300%) from $919,269 for the year ended
December 31,2000 to $282,743 for the year ended December 31, 2001. This decrease
was primarily caused by cost containment measures taken to conserve cash.

Depreciation and  amortization  Expense.  Depreciation and amortization  expense
decreased  thirty nine percent  (39%) from $94, 249 for the year ended  December
31, 2000 to $131,519 for the year ended December 31, 2001. 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,  2001,  the  Company had cash of $12,690 and a working  capital
deficit of  ($899,002)  as compared to $111,150 and  ($469,499)  at December 31,
2000. 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 CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report.................................................F-1

Consolidated Balance Sheets .................................................F-2

Consolidated Statements of Operations .......................................F-3

Consolidated Statements of Stockholders' Equity (Deficiency) ................F-4

Consolidated Statements of Cash Flows........................................F-6

Notes to Consolidated Financial Statements ..................................F-7

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
IPVoice Communications, Inc.
(f/k/a IPVoice.com, Inc.)
(A Development Stage Enterprise)
Scottsdale, Arizona

We  have  audited  the  accompanying  consolidated  balance  sheets  of  IPVoice
Communications,  Inc. (f/k/a IPVoice.com, Inc.), a development stage enterprise,
(the  "Company")  as of December 31,  2001and 2000 and the related  consolidated
statements of operations,  stockholders'  equity (deficiency) and cash flows for
the two years ended  December 31, 2001 and from  February  19, 1997  (Inception)
through  December 31, 2001.  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  generally   accepted  auditing
standards.  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, 2001 and 2000 and the results of their  operations  and their cash
flows for the two years  ended  December  31,  2001 and from  February  19, 1997
(Inception)  through  December 31, 2001, in conformity  with generally  accepted
accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements,  the Company has experienced a net loss since
inception,  and reflects  negative  working capital as of December 31, 2001. 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.

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

Palm Beach, Florida
April 12, 2002


                                       F-1

<PAGE>
<TABLE>
<CAPTION>

                          IPVoice Communications, Inc.
                            (f/k/a IPVoice.com, Inc.)
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheets

                                                                    December 31, 2001      December 31, 2000
                                                                    ----------------------------------------
<S>                                                                 <C>                    <C>
                                   ASSETS

CURRENT ASSETS
    Cash                                                            $          12,690        $       111,150
    Certificates of deposit - restricted                                         --                   25,619
    Accounts receivable                                                        47,304                  2,145
    Inventory                                                                    --                     --
    Prepaid expenses and deposits                                              62,755                 93,916
                                                                    ----------------------------------------
       Total current assets                                                   122,749                232,830
                                                                    ----------------------------------------

FIXED ASSETS
    Computer equipment                                                        730,043                730,043
    Office equipment                                                           50,454                 50,454
    Furniture & fixtures                                                       47,740                 47,740

                                                                    ----------------------------------------
       Property & equipment, at cost                                          828,237                828,237
       Less accumulated depreciation                                         (266,295)              (172,047)
                                                                    ----------------------------------------
       Property & equipment, net                                              561,942                656,190
                                                                    ----------------------------------------

INTANGIBLE ASSETS                                                             260,736                240,000
                                                                    ----------------------------------------

Total Assets                                                        $         945,427        $     1,129,020
                                                                    ========================================

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES

    Accounts Payable
       Trade                                                       $          563,729        $       526,252
       Officer                                                                140,119                  5,439
       Related party                                                           10,250                 41,075
    Accrued dividends                                                         295,188                114,063
    Accrued interest - stockholders                                             5,000                  5,000
    Deferred revenue                                                            7,465                 10,500

                                                                    ----------------------------------------
       Total current liabilities                                            1,021,751                702,329
                                                                    ----------------------------------------
LONG-TERM LIABILITIES
    Notes payable                                                           1,051,941                385,950
    Capitalized  leases                                                       198,260
                                                                    ----------------------------------------
       Total long-term  liabilities                                         1,250,201                385,950
                                                                    ----------------------------------------

Total liabilities                                                           2,271,952              1,088,279
                                                                    ----------------------------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)

Senior convertible preferred stocks,
       $.001 par value, authorized 10,000,000 shares
       Series A, 200 and 1,150 issued and outstanding shares at
       December 31, 2001 and , 2000
       Series B, 2,318 and 0 issued and outstanding shares at
       December 31, 2001 and 2000                                                   3                      3
Common stock, $.001 par value, authorized 50,000,000 outstanding;
       29,214,471 and 18,866,384 issued and outstanding shares at
       December 31, 2001 and 2000                                              29,214                 18,866
Beneficial conversion feature discount                                      1,046,030                833,333
Additional paid-in capital                                                  7,299,646              6,019,085
Deficit accumulated in the development stage                               (9,701,418)            (6,830,546)
                                                                    ----------------------------------------
       Total stockholders' equity (deficiency)                             (1,326,525)                40,741
                                                                    ----------------------------------------

Total Liabilities and Stockholders' Equity (Deficiency)             $        945,427      $       1,129,020
                                                                    ========================================
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                          IPVoice Communications, Inc.
                            (f/k/a IPVoice.com, Inc.)
                        (A Development Stage Enterprise)
                      Consolidated Statements of Operations

                                                                                           Period from
                                                                                         February 19, 1997
                                                       Year Ended December 31,              (Inception)
                                               --------------------------------------         through
                                                       2001                2000          December 31, 2001
                                               --------------------------------------    -----------------
<S>                                            <C>                  <C>                  <C>
NET SALES                                      $         157,605    $         137,375    $         657,513
COST OF SALES                                            147,159              114,785              567,378

                                               --------------------------------------    -----------------
      Gross Profit                                        10,446               22,590               90,135
                                               --------------------------------------    -----------------

OPERATING EXPENSES
      Compensation
          Officers                                     1,045,958              430,392            1,960,703
          Other                                          479,643              319,071              911,570
          Consulting                                       4,817            1,147,666            1,668,598
          Consulting - related party                     514,672              404,525            1,241,488
      General and administrative                         282,743              919,269            2,083,470
      Research and development                            16,946               28,160              142,509
      Organizational expense - related party                --                   --                 14,000
      Depreciation and amortization                       94,249              131,519              266,296

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

          Total operating expenses                     2,439,028            3,380,602            8,288,634
                                               --------------------------------------    -----------------

Loss from operations                                  (2,428,582)          (3,358,012)          (8,198,499)
                                               --------------------------------------    -----------------
OTHER INCOME (EXPENSE)
Interest expense                                        (261,877)             (64,599)            (390,863)
Interest income                                              712               43,961               64,997
Write-off of receivable                                     --                   --                (48,532)
                                               --------------------------------------    -----------------
          Total other income (expense)                  (261,165)             (20,638)            (374,398)
                                               --------------------------------------    -----------------

Net Loss                                       $      (2,689,747)   $      (3,378,650)   $      (8,572,897)
                                               ======================================    =================

Loss per common share, Basic                   $           (0.11)   $           (0.19)
                                               ======================================
Number of weighted average common
 shares outstanding                                   24,487,086           17,849,179
                                               ======================================
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                      F-3


<PAGE>
<TABLE>
<CAPTION>

                          IPVoice Communications, Inc.

                            (f/k/a IPVoice.com, Inc.)
                        ( A Development Stage Enterprise)


          Consolidated Statements of Stockholders' Equity (Deficiency)




                                                                                              Par Value
                                                            Number of Shares        --------------------------    Additional
                                                      --------------------------       Preferred       Common       Paid-in
                                                         Preferred       Common          Stock         Stock        Capital
<S>                                                   <C>             <C>           <C>            <C>            <C>
BEGINNING BALANCE
February 19, 1997 (Inception)                                --             --      $      --      $      --      $      --
2/97 - founder's serv. ($0.001/sh.)                          --        9,000,000           --            9,000           --
3/97 - cash ($0.01/sh.)                                      --        1,400,000           --            1,400         12,600
Net loss                                                     --             --             --             --             --
                                                      ---------------------------------------------------------------------------
BALANCE, 12/31/97                                            --       10,400,000           --           10,400         12,600
3/19 - donated-rel. party $0.001/sh.)                        --       (9,000,000)          --           (9,000)         9,000
3/19 - acquisition ($0.001)                                  --        9,000,000           --            9,000         (9,000)
3/20 - cash received                                         --             --             --             --             --
2nd qtr, - cash ($1.00/sh.)                                  --          144,000           --              144        143,856
3rd qtr. - cash ($1.00/sh.)                                  --           10,000           --               10          9,990
3rd qtr. - cash ($0.75/sh.)                                  --           53,333           --               53         39,947
3rd qtr. - cash ($0.50/sh.)                                  --           20,000           --               20          9,980
3rd qtr. - cash ($0.25/sh.)                                  --          100,000           --              100         24,900
3rd qtr. - cash $0.10/sh.)                                   --          627,000           --              627         62,073
3rd qtr. - services ($0.10/sh.)                              --          473,000           --              473         46,827
4th qtr. - cash ($0.15/sh.)                                  --          396,666           --              397         59,103
4th qtr. - services ($0.15/sh.)                              --          275,000           --              275         40,975
4th qtr. - cash ($0.19/sh.)                                  --           80,000           --               80         14,920
Net loss                                                     --             --             --             --             --
                                                      ---------------------------------------------------------------------------
BALANCE, 12/31/98                                            --       12,578,999           --           12,579        465,171
1st qtr. - cash ($0.22/sh.)                                  --          687,499           --              687        149,313
1st qtr. - services ($0.87/sh.)                              --          493,760           --              494        429,070
2nd qtr. - cash received                                     --             --             --             --             --
2nd qtr. - cash ($4.00/sh.)                                 1,150           --                1           --            4,599
2nd qtr. - cash ($0.15/sh.)                                  --        2,005,000           --            2,005        293,995
3rd qtr. - cash ($0.40/sh.)                                  --          437,500           --              438        174,562
3rd qtr. - cash received                                     --             --             --             --             --
3rd qtr. - services ($1.00)                                  --           10,000           --               10          9,990
4th qtr. - services ($0.21)                                  --          210,000           --              210         43,540
Net loss                                                     --             --             --             --             --
                                                      ---------------------------------------------------------------------------
BALANCE, 12/31/99                                           1,150     16,422,758              1         16,423      1,570,240
1st qtr. - cash ($1.00/sh.)                                  --          386,000           --              386        385,614
1st qtr. - cash ($.99/sh.)                                   --           75,000           --               75         73,988
1st qtr. - services/deposits($2.92/sh.)                      --          250,000           --              250        730,528
1st qtr. - services  ($2.92/sh.)                             --           50,000           --               50        145,950
2nd qtr. - cash ($1.00/sh.)                                  --          120,000           --              120        119,880
2nd qtr. -  cash ($.99/sh.)                                  --           18,750           --               18         18,496
2nd qtr. - Conversion due to Tender Offer                    (950)       543,876             (1)           544        678,208
Issuance of Series B - cash                                 2,500           --                3           --        1,190,848
3rd qtr. -  issuance of shares for warrant                   --          700,000           --              700           (700)
4th qtr. - services  ($0.91/sh.)                             --          300,000           --              300        272,700
Series B preferred stock dividend                            --             --             --             --          833,333
Net loss                                                     --             --             --             --             --
                                                      ---------------------------------------------------------------------------
BALANCE, 12/31/2000                                         2,700     18,866,384    $         3    $    18,866    $ 6,019,085
1st qtr. - services  ($.38/sh.)                                        2,256,000                         2,256        855,024
1st qtr.-Conversion of Series B Preferred Stock               (20)        98,217                            98            (98)
2nd qtr. - services  ($.13/sh.)                                        3,004,418                         3,004        384,879
2nd qtr.-Conversion of Series B Preferred                     (90)     1,058,905                         1,059         (1,059)
2nd qtr. - issuance of shares for interest                               126,631                           127         28,441
Series B preferred stock dividend
2nd qtr. Beneficial Conversion Feature Discount
3nd qtr. - issuance of shares for interest                               143,195                           143          8,443
3rd qtr.-Conversion of Series B Preferred                     (50)     1,674,565                         1,675         (1,675)
4th qtr.-Conversion of Series B Preferred Stock               (22)     1,717,656                         1,718         (1,718)
4th qtr. - issuance of shares for interest                               268,500                           268          8,324
Net loss
                                                      ---------------------------------------------------------------------------
BALANCE, 12/31/2001                                         2,518     29,214,471    $         3    $    29,214    $ 7,299,646
                                                      ===========================================================================

    The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>

                          IPVoice Communications, Inc.

                            (f/k/a IPVoice.com, Inc.)
                        ( A Development Stage Enterprise)


    Consolidated Statements of Stockholders' Equity (Deficiency) - Continued




                                                                      Beneficial     Accumulated       Total
                                                         Stock        Conversion     During the    Stockholders'
                                                      Subscription     Feature       Development      Equity
                                                       Receivable      Discount         Stage      (Deficiency)

BEGINNING BALANCE
February 19, 1997 (Inception)                         $      --      $      --      $      --      $      --
2/97 - founder's serv. ($0.001/sh.)                          --             --             --            9,000
3/97 - cash ($0.01/sh.)                                   (12,274)          --             --            1,726
Net loss                                                     --             --          (22,981)       (22,981)
                                                      --------------------------------------------------------
BALANCE, 12/31/97                                         (12,274)          --          (22,981)       (12,255)
3/19 - donated-rel. party $0.001/sh.)                        --             --             --             --
3/19 - acquisition ($0.001)                                  --             --             --             --
3/20 - cash received                                       12,274           --             --           12,274
2nd qtr, - cash ($1.00/sh.)                                  --             --             --          144,000
3rd qtr. - cash ($1.00/sh.)                                  --             --             --           10,000
3rd qtr. - cash ($0.75/sh.)                                  --             --             --           40,000
3rd qtr. - cash ($0.50/sh.)                                  --             --             --           10,000
3rd qtr. - cash ($0.25/sh.)                                  --             --             --           25,000
3rd qtr. - cash $0.10/sh.)                                (62,700)          --             --             --
3rd qtr. - services ($0.10/sh.)                              --             --             --           47,300
4th qtr. - cash ($0.15/sh.)                                  --             --             --           59,500
4th qtr. - services ($0.15/sh.)                              --             --             --           41,250
4th qtr. - cash ($0.19/sh.)                                  --             --             --           15,000
Net loss                                                     --             --         (507,685)      (507,685)
                                                      --------------------------------------------------------
BALANCE, 12/31/98                                         (62,700)          --         (530,666)      (115,616)
1st qtr. - cash ($0.22/sh.)                                  --             --             --          150,000
1st qtr. - services ($0.87/sh.)                              --             --             --          429,564
2nd qtr. - cash received                                   60,000           --             --           60,000
2nd qtr. - cash ($4.00/sh.)                                  --             --             --            4,600
2nd qtr. - cash ($0.15/sh.)                                  --             --             --          296,000
3rd qtr. - cash ($0.40/sh.)                                  --             --             --          175,000
3rd qtr. - cash received                                    2,700           --             --            2,700
3rd qtr. - services ($1.00)                                  --             --             --           10,000
4th qtr. - services ($0.21)                                  --             --             --           43,750
Net loss                                                     --             --       (1,973,834)
                                                      --------------------------------------------------------
BALANCE, 12/31/99                                            --             --       (2,504,500)      (917,836)
1st qtr. - cash ($1.00/sh.)                                  --             --             --          386,000
1st qtr. - cash ($.99/sh.)                                   --             --             --           74,063
1st qtr. - services/deposits($2.92/sh.)                      --             --             --          730,778
1st qtr. - services  ($2.92/sh.)                             --             --             --          146,000
2nd qtr. - cash ($1.00/sh.)                                  --             --             --          120,000
2nd qtr. -  cash ($.99/sh.)                                  --             --             --           18,514
2nd qtr. - Conversion due to Tender Offer                    --             --             --          678,751
Issuance of Series B - cash                                  --          833,333           --        2,024,184
3rd qtr. -  issuance of shares for warrant                   --             --             --             --
4th qtr. - services  ($0.91/sh.)                             --             --             --          273,000
Series B preferred stock dividend                            --             --         (947,396)      (114,063)
Net loss                                                     --             --       (3,378,650)    (3,378,650)
                                                      --------------------------------------------------------
BALANCE, 12/31/2000                                   $      --      $   833,333    $(6,830,456)       40,741
1st qtr. - services  ($.38/sh.)                                                                       857,280
1st qtr.-Conversion of Series B Preferred Stock                                                          --
2nd qtr. - services  ($.13/sh.)                                                                       387,883
2nd qtr.-Conversion of Series B Preferred
2nd qtr. - issuance of shares for interest                                                              28,568
Series B preferred stock dividend                                                      (181,125)      (181,125)
2nd qtr. Beneficial Conversion Feature Discount                          212,697                       212,697
3nd qtr. - issuance of shares for interest                                                               8,586
3rd qtr.-Conversion of Series B Preferred                                                          $         0
4th qtr.-Conversion of Series B Preferred Stock                                                    $         0
4th qtr. - issuance of shares for interest                                                               8,592
Net loss                                                                             (2,689,747)    (2,689,747)
                                                      --------------------------------------------------------
BALANCE, 12/31/2001                                   $      --      $ 1,046,030    $(9,701,418)   $(1,326,525)
                                                      ========================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                          IPVoice Communications, Inc.
                            (f/k/a IPVoice.com, Inc.)
                        (A Development Stage Enterprise)
                      Consolidated Statements of Cash Flows


                                                                                                            Period from
                                                                                                         February 19, 1997
                                                                  Twelve Months Ended December 31,          (Inception)
                                                               --------------------------------------         through
                                                                         2001                 2000       December 31, 2001
                                                               --------------------------------------    -----------------
<S>                                                            <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                       $      (2,689,747)   $      (3,378,650)   $      (8,572,897)
Adjustments to reconcile net loss to net cash used by
   Operating activities:
    Stock issued for services/deposits - related party                 1,169,483              730,778            2,031,875
    Stock issued for services - other                                    121,426              419,000              989,676
    Depreciation                                                          94,249              131,519              266,296
    Interest credited to certificate of deposit                             --                 (1,563)              (1,768)
    Amortization of beneficial conversion feature discount               212,697                 --                212,697
Changes in operating assets and liabilities:                                --
    (Increase) decrease in inventory                                        --                  7,586                 --
    (Increase) decrease  in accounts receivable                          (45,159)             105,955              (47,304)
    (Increase) decrease in prepaid expenses and deposits                  31,161              (77,051)             (62,755)
    Increase (decrease) in accounts payable - trade                       37,477              199,728              563,729
    Increase (decrease) in accounts payable - officers                   134,680              (11,964)             140,119
    Increase (decrease) in accounts payable - related party              (30,825)                 179               10,250
    Increase (decrease) in deferred revenue                               (3,035)               2,679                7,465
    Increase (decrease) in accrued payroll taxes                            --                 (1,005)                --
    Increase (decrease) in accrued interest                                 --                 (7,690)               5,000
                                                               --------------------------------------    -----------------
Net cash used by operating activities                                   (967,593)          (1,880,499)          (4,457,617)
                                                               --------------------------------------    -----------------
CASH FLOWS FROM INVESTING  ACTIVITIES:
    Purchase of certificate of deposit                                      --                (25,000)             (50,000)
    Maturity of cetificate of deposit                                     25,619               26,149               51,768
    Purchase of property and equipment                                      --               (410,154)            (828,237)
    Purchase of intangibles                                              (20,736)            (240,000)            (260,736)
                                                               --------------------------------------    -----------------
Net cash used by investing activities                                      4,883             (649,005)          (1,087,205)
                                                               --------------------------------------    -----------------

CASH FLOWS FROM FINANCING  ACTIVITIES:
    Proceeds from notes payable                                          864,250                 --              2,009,650
    Common stock issued for cash                                            --                598,577            1,524,803
    Professional services in connection with Tender Offer                   --                (80,699)             (80,699)
    Preferred stock issued for cash, net of expenses                        --              2,024,184            2,028,784
    Proceeds from stock subscription receivable                             --                   --                 74,974
                                                               --------------------------------------    -----------------
Net cash provided by financing activities                                864,250            2,542,062            5,557,512
                                                                                                         -      ----------

Net increase (decrease) in cash and equivalent                           (98,460)              12,558               12,690

CASH, beginning of period                                                111,150               98,592                 --
                                                               --------------------------------------    -----------------
CASH, end of period                                            $          12,690    $         111,150    $          12,690
                                                               ======================================    =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
       Interest paid in cash                                   $           3,434    $          72,289    $         127,420
                                                               ======================================    =================
Non-Cash Financing Activities:
    Conversion of debt to common stock due to Tender Offer     $            --      $         759,450    $         759,450
                                                               ======================================    =================
    Series B preferred stock dividend                          $         181,125    $         947,396    $       1,128,521
                                                               ======================================    =================
    Issuance of common stock for warrants                      $            --      $             700    $             700
                                                               ======================================    =================
    Common stock issued to pay interest                        $          45,746    $            --      $          45,746
                                                               ======================================    =================
    Donated capital - related party                            $            --      $            --      $           9,000
                                                               ======================================    =================
    Inventory transferred to property and equipment            $            --      $            --      $         152,980
                                                               ======================================    =================

</TABLE>

        The accompanying notes are an integral part of the financial statements

                                      F-6

<PAGE>

                          IPVoice Communications, Inc.
                            (f/k/a IPVoice.com, Inc.)
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Principles
     The Company  IPVoice  Communications,  Inc., (the  "Company"),  is a Nevada
     chartered  development  stage  corporation which conducts business from its
     headquarters  in  Scottsdale,  Arizona.  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 Company is in the development stage. Although the Company has
     received  revenue,  it is not  yet  considered  material  to  its  intended
     operations.  The Company has received limited  operating  revenues and will
     continue to incur expenses  during its  development,  possibly in excess of
     revenue.

     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 generally accepted  accounting  principles.  In
     preparing the consolidated 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 from those estimates.

     b)  Significant  acquisition  In March 1998,  IPVoice.com,  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 January 2001,  IPVoice.com,  Inc.  changed its name to IPVoice
     Communications, Inc.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include the accounts of IPVoice  Communications,  Inc. and its wholly owned
     subsidiary.   All  intercompany   balances  and   transactions   have  been
     eliminated.

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

     e) Stock  compensation  for services  rendered The Company issues shares of
     common stock in exchange for services  rendered.  The costs of the services
     are valued according to generally accepted  accounting  principles and have
     been charged to operations.


                                      F-7
<PAGE>


     f) Inventory  Inventory  consists of unused  telephone  time related to the
     prepaid  calling cards sold. The Company  receives  transaction  reports by
     activated PIN codes from the long distance provider.

     g) 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.

     h)  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 over  $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.

     i) Revenue  recognition The Company  currently has two revenue streams:  1)
     prepaid  telephone calling cards and other calling services and 2) the sale
     of its "Gateways".  The Company recognizes revenue on the prepaid telephone
     cards and other calling services based upon actual usage since, as provided
     in  reports  detailing  usage by  activated  PIN codes.  Since the  Company
     requires  payment  in full by the  wholesaler  or  customer  upon  PIN code
     activation,  in blocks or individually,  the amount received by the Company
     in excess of that  reported  by the  provider  is  classified  as  deferred
     revenue.  Revenue from the sale of the  Company's  "Gateways" is recognized
     upon acceptance of the equipment by the purchaser.  Although the accounting
     for the two  revenue  streams  is  different,  they  are  both  part of the
     Company's single line of business.

     j) Research and development  Research and development costs are expensed in
     the period incurred.

(2)  Stockholders' Equity
     The Company has  authorized  50,000,000  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  29,214,471  and  18,866,384
     shares of common  stock  issued and  outstanding  at December  31, 2001 and
     2000, respectively.  The Company had 200 shares of Series A preferred stock
     issued and  outstanding  at December 31, 2001 and 2000,  respectively.  The
     Company had 2,318 and 2,500  shares of Series B preferred  stock issued and
     outstanding at December 31, 2001 and 2000, 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


                                      F-8
<PAGE>

     (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
     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).


                                      F-9
<PAGE>

     In the second quarter 2000, an existing shareholder  exercised warrants for
     120,000  shares of common stock for $120,000  cash.  In the second  quarter
     2000, an existing 506 investor  exercised his warrants for 18,750 shares of
     common stock by tendering $18,514 cash.

     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  $415,629,  from the  issuance of 2,500  shares of  convertible
     Series B preferred  stock with a 7.5% dividend rate. At the election of the
     shareholders,  the Series B preferred stock may be converted into shares of
     common stock by dividing the purchase  price by the conversion  price.  The
     conversion  price equals the lesser of: (1) 110% of the lowest  closing bid
     price for the common  stock for the five  trading days prior to the date of
     issuance  or (2) 75% of the average of the three  lowest  closing bid price
     for the common stock for the thirty consecutive  trading days preceding the
     conversion date. 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.


                                      F-10
<PAGE>


     On February 20, 2001,  the  Company's  Board of Directors  adopted the 2001
     Stock Award Plan ("Plan") under which 2,256,000  shares of common stock 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.  Our officers and directors are eligible to participate
     in the Plan. In  consideration  for their service,  Mr. Howson and Ms. Will
     have each been awarded  500,000  shares of common stock under the Plan. The
     remaining  shares  have been  awarded  to four  consultants  for  services,
     including  1,120,000  to  Jeremy  Feakins,  a  principal  of  International
     Investment Partners, Ltd.

     On April 26, 2001 the Company's  Board of Directors  adopted the 2001 Stock
     Award  Plan II ("Plan  II") to reserve an  additional  3,004,418  shares of
     common stock. Plan II was effective upon adoption. For purposes of Plan II,
     these  shares of common  stock were valued at an average  price of $.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.

(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  $8,570,000  which  expire  beginning
     December  31,  2117.  There may be  certain  limitations  on the  Company's
     ability  to  utilize  the loss  carry-forwards  in the event of a change of
     control, should that occur.

     The amount recorded as a deferred tax asset,  cumulative as of December 31,
     2001, is  $3,429,000,  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  $3,429,000,  as the Company has no history of
     profitable  operations.  The significant components of the net deferred tax
     asset as of December 31, 2001 are:


                     Net operating losses     $ 3,429,000
                     Valuation allowance       (3,429,000)
                                              -----------
                     Net deferred tax asset   $         0
                                              ===========

(4)  Related Parties
     At December  31, 2001 and 2000,  the Company  owed  officers  $140,119  and
     $5,439,  respectively  for  reimbursement of expenses paid on behalf of the
     Company  and unpaid  salaries.  These  amounts  are  reflected  in Accounts
     Payable - Officer.  At  December  31, 2001 and 2000,  the Company  owed two
     shareholders  $10,250 and $41,075 for  consulting  services  performed  and
     reimbursement  of expenses paid on behalf of the Company.  Both amounts are
     reflected in Accounts Payable-Related Party. Total consulting fees incurred
     by two  shareholders  during  the year  ended  December  31,  2001 and 2000
     amounted to $514,672 and $404,525, respectively.  Consulting fees amounting
     to $90,750 and  $104,925  were paid to an officer  during the twelve  month
     periods ended December 31 2001 and 2000, respectively.


                                      F-11
<PAGE>


(5)  Significant Acquisition
     On April 7, 1999,  the Company  acquired all of the issued and  outstanding
     common stock of SatLink 3000, Inc., d/b/a Independent  Network Services,  a
     Nevada  Corporation  (INS). The Company issued 250,000 shares of redeemable
     convertible  preferred shares.  Each share is convertible,  on or after one
     year after Closing, into one share of the Company's common stock or, at the
     shareholder's option, redeemable by the Company at a price of $2 per share,
     giving a total valuation of $500,000 to this transaction.

     During the course of the audit of the SatLink  3000,  Inc.  1998  financial
     statements, certain information was disclosed to the Company. Based on this
     information,  the Board of  Directors  elected,  on October  29,  1999,  to
     rescind the acquisition transaction ab initio. The Board also nullified the
     acquisition  and  employment   agreements  with  the  President  and  Chief
     Executive  Officer of  SatLink  3000,  Inc.  These  transactions  are being
     treated as if they never  occurred,  except for the assumption of an office
     space lease and the writeoff of a receivable of $48,532.

(6)  Private Offering of Securities
     During the second quarter of 1999, the Company  raised  $1,150,000  through
     the issuance of forty-six  investment units in the amount of $25,000.  Each
     unit consisted of a two-year note in the principal amount of $24,900,  with
     a maturity  of June 3, 2001,  with  interest  payable  quarterly  at 9% per
     annum;  a warrant for 18,750  shares of common  stock of the  Company;  and
     twenty-five senior convertible (Series A) preferred shares. These 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.  The note  payable  maturity can be
     extended for two  additional  years at the option of the  Company,  with no
     consideration  to the unit holders.  During the second  quarter of 2000 the
     Company completed a Tender Offer, which reduced the debt from $1,145,400 to
     $385,950  and  cancelled  950  shares  of  senior  convertible  (Series  A)
     preferred stock.

     During the second quarter of 2000, the Company  received  $2,084,371 net of
     expenses of  $415,629,  from the  issuance of 2,500  shares of  convertible
     Series B preferred  stock with a 7.5% dividend rate. At the election of the
     shareholders,  the Series B preferred stock may be converted into shares of
     common stock by dividing the purchase  price by the conversion  price.  The
     conversion  price equals the lesser of: (1) 110% of the lowest  closing bid
     price for the common  stock for the five  trading days prior to the date of
     issuance  or (2) 75% of the average of the three  lowest  closing bid price
     for the common stock for the thirty consecutive  trading days preceding the
     conversion  date.  Also,  on the  conversion  date,  the Series B preferred
     stockholders  have an option to acquire up to $2,500,000 of common stock at
     the  conversion  price.  Furthermore,  in  accordance  with  the  Series  B
     preferred stockholders'  agreement,  the Company issued 350,000 warrants to
     purchase common stock at an exercise price of $2.136 per share.

(7)  Restricted Certificates of Deposit
     In October 1999, the Company  purchased a $25,000  one-year  Certificate of
     Deposit (CD),  which bears  interest at the rate of 4.89%.  The Company has
     pledged  this CD as  collateral  to a letter  of  credit  in the  amount of
     $25,000 issued in favor of the supplier of prepaid  telephone card services
     as a guarantee of payment. This contract was cancelled in July 2000 and the
     restriction on the CD was released.  In June 2000, the Company  purchased a
     $25,000 one-year CD, which bears interest at the rate of 4.89%. The Company
     has pledged  this CD as  collateral  to a Letter of Credit in the amount of
     $25,000  issued  in  favor  of the  co-location,  PRI  lines  and  Internet
     connections.


                                      F-12
<PAGE>

(8)  Commitment and Contingencies
     a) Consulting  agreements - related  parties In December  1997, the Company
     entered into a consulting  agreement  with a previously  unrelated  company
     controlled  by the  present  Chairman  of the  Board  of  Directors  of the
     Company. This agreement,  as amended,  called for the payment of $5,000 per
     month for six years.  This  agreement  was  subsequently  amended by verbal
     agreement,  increasing  the payment to $12,500  per month and in  September
     1999,  reduced to $7,500 per month. The Company is obligated to pay a total
     of $150,000 in 2001 and $137,500 in 2002.  In September  2000,  the Company
     entered into a consulting  agreement  with the former Senior Vice President
     and  current  Director.  In 2000,  the  Company  paid  $30,000  under  this
     agreement, which may be terminated at any time on thirty days notice.

     In October 1998,  the Company  entered into a consulting  agreement  with a
     previously  unrelated  party.  This  agreement  called for the  issuance of
     350,000  shares of common stock valued at $35,000,  an option for 1,600,000
     shares of common stock at an exercise  price of $0.06 per share,  an option
     for 350,000 shares of common stock at an exercise price of $3.90 per share,
     a five-year  warrant for common  stock shares equal to five per cent of the
     then issued and outstanding common stock at exercise with a strike price of
     $1.00 per share and  consulting  fees for a 30 month  period,  beginning in
     September  1998,  in the  amounts  of :  $4,000  per  month for the first 6
     months, $6,000 per month for the next 12 months, and $8,000 for the last 12
     months.  The Company was obligated for payments  totaling  $90,000 in 2000,
     and $24,000 in 2001.  This contract was terminated in July 2000 in exchange
     for the issuance of 700,000 shares of common stock.

     At the end of the first  quarter of 1999,  the Company  entered  into three
     marketing  agreements  with three  previously  unrelated  companies.  Those
     agreements  called for the issuance of 100,000,  200,000 and 100,000 shares
     of common  stock.  One  agreement  also  called for the  performance  based
     issuance of up to 150,000 shares of common stock and the performance  based
     issuance  of warrants  for up to 450,000  shares of common  stock,  with an
     exercise price of $2.50 per share.

     b) Consulting  agreements - other In June 1999, the Company  entered into a
     one-year  consulting  agreement  with an unrelated  individual  for a total
     consideration  of $100,000.  In 1999,  the Company paid $45,800 of this fee
     and paid the $54,200 balance in 2000.

     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.


                                      F-13
<PAGE>


     c) Leases In July 2000,  the  Company  entered a  three-year  lease for new
     office space in Scottsdale,  Arizona,  which calls for a monthly payment of
     $11,750. Previously, the Company leased office space in Phoenix. That lease
     had expired on July 31, 2000. In November 1999, the Company  entered into a
     one-year  lease for an  apartment  for the  Company's  use.  This lease was
     renewed for one year in  November  2000 at a rate of $880 per month and was
     not renewed  when the lease  expired in  November  2001.  The Company  paid
     $151,000  and  $110,000  for the years  ended  December  31, 2001 and 2000,
     respectively,  for the rental of real property. The Company is obligated to
     pay  $141,000  in year 2002 and $94,000 in year 2003 for the rental of real
     property.

     During 2000, the Company  entered into several leases for office  equipment
     and furniture. Lease payments amounted to $27,000 and $15,000 for the years
     ended December 31, 2001 and 2000, respectively. The Company is obligated to
     the following  payments:  $27,000 in 2002; $26,000 in 2003; $15,000 in 2004
     and $11,000 in 2005 for office equipment and furniture.

     In January 2000, the Company entered into a three-year  operating lease for
     the Company's  "Gateway" equipment located in New York City and Los Angeles
     with a  stockholder  of the  Company.  This lease  called for a fair market
     value  purchase at lease end. The Company was  obligated  to the  following
     payments:  $36,800 in 2000;  $40,000 in 2001; $40,000 in 2002 and $3,300 in
     2003. In July 2000, the Company  purchased the equipment at its fair market
     value from the lessor.

     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 is in excess of  $300,000.  The  Company is  required to make
     monthly payments  commencing  February 1, 2001 in the amount of $11,288 for
     66 months. The President of the Company has personally guaranteed the lease
     and has pledged  personal  assets as  collateral.  The  Company  expects to
     account  for this  transaction  in  accordance  with SFAS 28 or SFAS 13, as
     applicable.  The Company paid approximately $124,000 in rentals during 2001
     and is obligated to make the following payments: $145,000 in 2002; $143,000
     in 2003 and $135,000 in 2004 and 2005.

     d) 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, as discussed in
     Note 5 above.

     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.


                                      F-14
<PAGE>

     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.

     e) Employment agreements In April 1998, the Company entered into three-year
     employment  agreements  with the President  and the Senior Vice  President.
     These  agreements  call for salaries in the amount of $150,000 per year for
     each of those  officers.  In September  1999,  those  officers  voluntarily
     reduced their base salaries to $90,000 per year.  The reduction  agreements
     did not call for an accrual and  payment of the  difference.  In  September
     2000,  the  Senior  Vice  President  agreed  to  terminate  the  employment
     agreement.  The  President  has agreed to take further  salary  concessions
     until  such time that the  company  is  generating  greater  revenues.  The
     Company is reviewing all employment agreements to eliminate any obligations
     for further payments.

     f)  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 December 31, 2001,  options to
     purchase  150,000  shares at an exercise price of $1.21 per share have been
     granted to 1 employee and are unexercised.

(9)  Going Concern
     As shown in the accompanying consolidated financial statements, the Company
     has  incurred a net loss of  $8,572,897  since  inception.  At December 31,
     2001,  the  Company  reflects  negative  working  capital of  approximately
     $899,000. 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.


                                      F-15
<PAGE>

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
<PAGE>

The names and ages of our directors,  executive officers,  and key employees are
as follows:

--------------------------------------------------------------------------------
Name                      Age     Position                            Term
--------------------------------------------------------------------------------
James K. Howson           60      Director, Chairman and CEO          1 year
--------------------------------------------------------------------------------
Barbara Will              49      Director and President              1 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.

James K.  Howson has served as our  Chairman of the Board since June 1999 and as
our Chief Executive  Officer since September 1999. From 1991 to 1996, Mr. Howson
was a consultant to Mid-America Venture Capital Partners, Inc., a privately held
company that provided  seed capital to promising  young  businesses.  Mr. Howson
attended Roan College in London, England in 1959.

Barbara  S. Will has served as one of our  directors,  our  President  and Chief
Operating  Officer since March 1998. Ms. Will also served as our Chairman of the
Board from March 1998 to June 1999.  From 1984 to 1997, Ms. Will was employed by
MCI. Her industry  experience includes  international and international  private
line;  International  800; data; DSO, DSI, DSC, OC3;  dedicated in and outbound;
One-Plus;  calling and debit  cards;  Operator  Assistance;  Internet;  Enhanced
Services; and Enhanced Network. Ms. Will attended Colorado State University from
1971 to 1973.

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
<PAGE>
<TABLE>
<CAPTION>

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
<S>                          <C>     <C>         <C>      <C>             <C>         <C>            <C>       <C>
  James K. Howson,           1999      0           0       $106,500(2)       0            0             0           0
  Director, CEO, Chairman    2000      0           0        $104,925         0            0             0           0
                             2001      0           0         $90,750      $416,000        0             0           0


  Barbara Will, Director,    1999   $106,956       0            0            0            0             0           0
  President                  2000   $105,000       0            0            0            0             0           0
                             2001    $ 44,650      0            0         $415,641        0             0           0

                             1999   $106,956       0            0            0            0             0           0
  Anthony Welch, Director    2000   $60,000        0         30,000          0            0             0           0
  and Senior Vice            2001      0           0            0            0            0             0           0
  President of Research
  and Development
</TABLE>

(1)  Other  compensation  does not  include  certain  health and life  insurance
     benefits paid by us on behalf of our employees.
(2)  Mr. Howson was a consultant  prior to becoming the Chief Executive  Officer
     in June of 1999 and continues to be paid under the consulting  agreement we
     have with Condor  Worldwide  LTD.,  a Company in which James  Howson is the
     Chairmain,  Chief  Executive  Officer and a controlling  shareholder . This
     contract has a six year term ending in November 2003.
(3)  None of our  officers  or  directors  owned any  unexercised  options as of
     December 31, 2001. No stock appreciation  rights were exercised during such
     year or were outstanding at the end of the year.

Employment Agreements.
We have  employment  agreements  with Barbara  Will,  who is our  President  and
Director.  Our agreement  with Ms. Will  terminates on January 1, 2003. Her base
salary is $150,000 per year.  In addition,  she is eligible for bonuses of up to
five times her base salary upon achieving certain  performance goals. No bonuses
were paid in 1999,  2000 or 2001 of the  agreement.  During a  portion  of 1999,
2000, and 2001, due to cash flow  considerations,  Ms. Will voluntarily  reduced
her base  salary to a rate of  $50,000  per  year.  She is also  entitled  to an
automobile  allowance and other  benefits  within the general  benefit  programs
provided  to all  employees.  After  the  initial  term,  the  agreement  renews
automatically  on  a  year-to-year  basis  unless  she  or  we  give  notice  of
termination  at least 180 days  prior to the next  renewal  date.  Additionally,
either of us may terminate  without  cause upon 60 days' written  notice and for
cause upon immediately effective written notice. If Ms. Will is terminated other
than for cause, death or disability or if she terminates for good reason, she is
entitled  to a lump sum payment  equal to (i) all unpaid  salary and bonuses for
any prior years,  (ii) the remaining  unpaid base salary for the year, (iii) the
maximum  potential  bonuses for the current  year,  (iv) an extra bonus equal to
three times her annual base salary,  and (v) any  contributions  that would have
been made by us to any employee  pension or profit sharing plans.  Additionally,
she  would  receive  ongoing  benefits  for up to  two  years  and  outplacement
assistance.


                                       23
<PAGE>

Stock Option Plan
On December 9, 1999, our  stockholders  adopted the 2000 Stock Option Plan under
which  1,000,000  shares of 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.  Under the option plan,
options can be granted to select employees, officers, executives,  directors and
consultant and advisors.  We intend to grant all options at fair market value on
a particular  date  determined by our  Compensation  and Option  Committee which
currently is made up of James Howson, and Barbara Will,  however, a lesser price
may be set by this committee.  The exercise period for the options is determined
by the  committee  but cannot  exceed six  years.  Pursuant  to the terms of the
approved  option plan,  our board of directors is authorized to alter,  amend or
modify the option plan under certain conditions. Our board of directors approved
a modified  option plan on February 28, 2000 that  maintains the key features of
the approved plan as required.  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.

Stock Award Plan
On February 20, 2001,  our board of directors  adopted the 2001 Stock Award Plan
under which 2,256,000 shares of common stock are reserved.  The stock award plan
was effective  upon its adoption.  Under the stock award plan,  shares of common
stock may be awarded to employees and consultants for services  rendered,  other
than services related to capital raising  activities.  For purposes of the stock
award  plan,  our  shares of common  stock were  valued at $0.38 per  share.  In
consideration of their services,  Mr. Howson and Ms. Will have each been awarded
500,000  shares of common stock under the plan.  All remaining  shares  reserved
under the plan were awarded to four of our consultants.

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,
2001.

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
<PAGE>
<TABLE>
<CAPTION>

Security Ownership of Beneficial Owners:


------------------- --------------------------------- ----------------------- --------------- ---------------
                                                                                Nature of
  Title of Class             Name & Address                                     Beneficial      Percent of
                          Of Beneficial Owner                 Amount            Ownership         Class
------------------- --------------------------------- ----------------------- --------------- ---------------
<S>                 <C>                               <C>                     <C>             <C>
      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
------------------- ------------------------------- ------------------- ----------------- -------------------
</TABLE>



2,000,000  shares of our common stock are held by Condor  Worldwide,  Ltd. James
Howson is the Chairmain, Chief Executive Officer and a controlling shareholder .
This contract has a six year term ending in November 2003.

This table is based upon  information  derived  from our stock  records.  Unless
otherwise  indicated in the footnotes to this table, we believe that each of the
shareholders  named in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially  owned. Except as otherwise
noted herein, we are not aware of any arrangements  which may result in a change
in control of our company.

Item 12. Certain Relationships and Related Transactions.
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
<PAGE>
<TABLE>
<CAPTION>

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, 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.

                                     PART IV
Item 13. Exhibits and Reports on Form 8-K

--------------- ---------------- ------------------------------------------------------------------------------------
Exhibit No.     See Footnotes    Description
                [1] - [9]
                indicated
                below
                regarding
                incorporation
                by reference
--------------- ---------------- ------------------------------------------------------------------------------------
<S>             <C>              <C>
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
<PAGE>

--------------- ---------------- ------------------------------------------------------------------------------------
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.
--------------- ---------------- ------------------------------------------------------------------------------------
10.1                  [1]        Agreement dated March 1998 with Nova Enterprises, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.2                  [1]        Agreement dated April 1999 with Independent Network Services.
--------------- ---------------- ------------------------------------------------------------------------------------
10.3                  [1]        Agreement dated February 1998 with Natural MicroSystems Corporation.
--------------- ---------------- ------------------------------------------------------------------------------------
10.4                  [1]        Agreement dated June 1999 with ICG Telecom Group, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.5                  [1]        Agreement dated August 1999 with RSL Com U.S.A., Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.6                  [1]        Agreement dated July 1999 with Star Telecommunications, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.7                  [1]        Agreement dated August 1999 with ILD Communications, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.8                  [1]        Agreement dated June 1999 with Level 3 Communications LLC.
--------------- ---------------- ------------------------------------------------------------------------------------
10.9                  [1]        Agreement dated August, 1999 with Worldcom Technologies, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.10                 [1]        Agreement dated March 1999 with Teleco Service International, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.11                 [1]        Agreement dated March 1999 with Billion Telecommunication Services, Ltd.
--------------- ---------------- ------------------------------------------------------------------------------------
10.12                 [1]        Agreement dated May 1999 with Firstnet Telephony Ltd.
--------------- ---------------- ------------------------------------------------------------------------------------
10.13                 [1]        Agreement dated July 1999 with MetroPlus Communication Technology, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.14                 [1]        Agreement dated February 1999 with BlueGrass Net.
--------------- ---------------- ------------------------------------------------------------------------------------
10.15                 [1]        Agreement dated July 1998 with The Armstrong International Group, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.16                 [1]        Agreement dated February 1999 with International Investment Partners, Ltd.
--------------- ---------------- ------------------------------------------------------------------------------------
10.17                 [1]        Agreement dated March 1999 with Kenneth M. Brown
--------------- ---------------- ------------------------------------------------------------------------------------


                                       27
<PAGE>

--------------- ---------------- ------------------------------------------------------------------------------------
Exhibit No.     See Footnotes    Description
                [1] - [9]
                indicated
                below
                regarding
                incorporation
                by reference
--------------- ---------------- ------------------------------------------------------------------------------------
10.18                 [1]        Agreement dated April 1999 with Netgenie.com LLC
--------------- ---------------- ------------------------------------------------------------------------------------
10.19                 [1]        Agreement dated April 1999 with Benae International Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.20                 [1]        Consulting Agreement dated November 1997 with Condor Worldwide, Ltd.
--------------- ---------------- ------------------------------------------------------------------------------------
10.21                 [1]        Consulting Agreement dated July 1998 with Calpe, Ltd.
--------------- ---------------- ------------------------------------------------------------------------------------
10.22                 [1]        Consulting Agreement dated July 1998 with The Investor Communications Group, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.23                 [1]        Consulting Agreement dated July 1998 with Corporate Imaging.
--------------- ---------------- ------------------------------------------------------------------------------------
10.24                 [1]        Consulting Agreement dated September 1998 with First Capital Partners, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.25                 [1]        Consulting Agreement dated October 1998 with International Investment Partners,
                                 Ltd.
--------------- ---------------- ------------------------------------------------------------------------------------
10.26                 [1]        Consulting Agreement dated October 1998 with Insidestock.com, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.27                 [1]        Consulting Agreement dated March 1999 with Buying Power Network.
--------------- ---------------- ------------------------------------------------------------------------------------
10.28                 [1]        Employment Agreement dated April 1998 with Barbara S. Will.
--------------- ---------------- ------------------------------------------------------------------------------------
10.29                 [1]        Employment Agreement dated April 1998 with Anthony K. Welch.
--------------- ---------------- ------------------------------------------------------------------------------------
10.30                 [1]        Employment Agreement dated April 1999 with Peter M. Stazzone.
--------------- ---------------- ------------------------------------------------------------------------------------
10.31                 [1]        Lease effective August 1, 1999 for Phoenix offices
--------------- ---------------- ------------------------------------------------------------------------------------
10.32                 [1]        Employment Agreement dated November 10, 1999 with Harry R.  Bowman
--------------- ---------------- ------------------------------------------------------------------------------------
10.33                 [2]        Memorandum of Understanding between the Company and Telic.net dated
                                 November 17, 1999
--------------- ---------------- -------------------------------------------------------------------------------------
10.34                 [2]        Executive Incentive Stock Awards Plan adopted by Shareholders on December 9, 1999
--------------- ---------------- ------------------------------------------------------------------------------------
10.35                 [3]        Engagement Letter dated November 24, 1999 with McGinn, Smith & Co., Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.36                 [3]        Engagement Letter dated February 16, 2000 with Delano Group Securities
--------------- ---------------- ------------------------------------------------------------------------------------
10.37                 [3]        UUNET Agreement dated December 15, 1999
--------------- ---------------- ------------------------------------------------------------------------------------
10.38                 [3]        Equipment Lease dated January 20, 2000 with International Investment Partners
--------------- ---------------- ------------------------------------------------------------------------------------
10.39                 [3]        Professional Service Agreement dated October 8, 1999 with Natural Microsystems
                                 Corp.
--------------- ---------------- ------------------------------------------------------------------------------------
10.40                 [3]        Apartment Rental Agreement effective November 1, 1999
--------------- ---------------- ------------------------------------------------------------------------------------
10.41                 [3]        Telephone Equipment Lease/Purchase Agreements dated December 10, 1999
--------------- ---------------- ------------------------------------------------------------------------------------
10.42                 [3]        Amended 2000 Stock Plan
--------------- ---------------- ------------------------------------------------------------------------------------
10.43                 [4]        Agreement dated March 30, 2000 with Condor Worldwide, Ltd.
--------------- ---------------- ------------------------------------------------------------------------------------
10.44                 [4]        Promissory Note dated May 5, 2000 and Pledge and Security Agreement
--------------- ---------------- ------------------------------------------------------------------------------------
10.45                 [4]        Agreement dated May 5, 2000 with Condor Worldwide, Ltd., James K. Howson, Anthony
                                 Welch, Barbara Will and IPVoice.com
--------------- ---------------- ------------------------------------------------------------------------------------
10.46                 [5]        Augustine Fund, L.P. - Securities Purchase Agreement including all exhibits
--------------- ---------------- ------------------------------------------------------------------------------------
10.47                 [5]        The Shaar Fund, Ltd. - Securities Purchase Agreement including all exhibits
--------------- ---------------- ------------------------------------------------------------------------------------
10.48                 [6]        Employment Agreement dated April 2000 with J. Michael Scott
--------------- ---------------- ------------------------------------------------------------------------------------
10.49                 [6]        Service Agreement dated May 15, 2000 with Telic Communications, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.50                 [6]        Financial and Business Management Consulting Agreement dated June 1, 2000 with
                                 Growth Capital Resources.com, LLC
--------------- ---------------- ------------------------------------------------------------------------------------
10.51                 [6]        Collocation Agreement dated June 23, 2000 with Intermedia Communications Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.52                 [6]        Service Agreement dated June 29, 2000 with Telecom Compliance Services, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.53                 [7]        Office Lease Agreement dated July 10, 2000 with Cornwell Corporation
--------------- ---------------- ------------------------------------------------------------------------------------
10.54                 [7]        Support Agreement dated July 28, 2000 with Sepesi, Inc.
--------------- ---------------- ------------------------------------------------------------------------------------
10.55                 [9]        Traffic Carriage Agreement dated October 16, 2000 with Telic Communications, Inc.
                                 - Requesting confidential treatment for certain provisions
--------------- ---------------- ------------------------------------------------------------------------------------
10.56                 [8]        Sales, Marketing and Business Management Consulting Contract dated October 1, 2000
                                 with Marie Peregrim.
--------------- ---------------- ------------------------------------------------------------------------------------


                                       28
<PAGE>

--------------- ---------------- ------------------------------------------------------------------------------------
Exhibit No.     See Footnotes    Description
                [1] - [9]
                indicated
                below
                regarding
                incorporation
                by reference
--------------- ---------------- ------------------------------------------------------------------------------------

10.57                 [9]        Service Agreement dated November 1, 2000 with Blueshift Telecom, Inc. - Requesting
                                 confidential treatment for certain provisions
--------------- ---------------- ------------------------------------------------------------------------------------
10.58                 [9]        Traffic Carriage Agreement dated October 31, 2000 with DialVoIP Technologies 2000-
                                 Requesting confidential treatment for certain provisions
--------------- ---------------- ------------------------------------------------------------------------------------
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
                                 which was filled on August 21, 2000 and amended on November  14, 2000 and  February
                                 12, 2001.
--------------- ---------------- ------------------------------------------------------------------------------------
</TABLE>


[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.


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<PAGE>

[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 2001.


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.


                                            IPVoice Communications, Inc.
                                            (Registrant)

Date: April 15, 2002                        By: /s/ Barbara S. Will
                                                ----------------------
                                            Barbara S. Will, President

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated have signed this report below.

                                   Title                              Date
/s/ James K. Howson
-------------------      Chief Executive Officer            Date: April 15, 2002
James K. Howson          and Director
                         (principal executive officer)


/s/ Barbara S. Will      President and Director             Date: April 15, 2002
-------------------      (principal financial
Barbara S. Will          and accounting officer)


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