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

                                  FORM 10-KSB/A

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                    000-29743
                            (Commission file number)

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

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

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

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

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

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

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

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

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

There is no active trading market for the registrant's  Common Stock. There were
5,959,229 shares of Common Stock issued and outstanding as of April 30,2002.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------
                                      None

Transitional Small Business Disclosure Format (check one):  Yes [   ]   No [X]


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<PAGE>

                                     PART I

This Report contains statements that are  forward-looking,  including statements
relating to anticipated  operating results,  growth,  financial  resources,  the
development  of new markets,  the  development,  and  acceptance of our business
strategy and new applications for our existing products. Investors are cautioned
that,  although  we  believe  that our  expectations  are  based  on  reasonable
assumptions,  forward-looking  statements involve risks and uncertainties  which
may affect our business and prospects,  including changes in economic and market
conditions,  acceptance of our products,  maintenance of strategic alliances and
other factors discussed elsewhere in this Form 10-KSB.

Item 1. Description of Business

Background

Tel-Voice Communications,  Inc. ("Tel-Voice") was incorporated under the laws of
the State of Nevada  on  December  31,  1996 to engage in any  lawful  corporate
activity,  including,  but not limited to,  selected  mergers and  acquisitions.

Tel-Voice through a reverse merger acquired Smartdotcom, Inc. ("Smartdotcom") on
June 30,  2000.  Smartdotcom  was  incorporated  under  the laws of the State of
Nevada on April 19, 1999. As a result of the merger, Smartdotcom became a wholly
owned  subsidiary of Tel-Voice.  Tel-Voice issued 4,376,895 shares of its common
stock for all of the issued and outstanding  common stock of Smartdotcom.  Prior
to the merger,  Tel-Voice  had no business  activity  and  therefore,  pro forma
operating  results as if the acquisition had taken place at the beginning of the
periods  presented have not been presented.  Smartdotcom has been treated as the
acquirer and accordingly, Smartdotcom is presented as the continuing entity, and
the historical financial statements are those of Smartdotcom.

Overview

We are an all-inclusive  telecom,  video,  Internet,  entertainment and security
provider.  We are in the business of simplifying  the lives of our  subscribers,
who may benefit from the added value of a fully integrated system made available
by a single company.  Subscribers are afforded the simplicity of accessing these
services using state-of the-art technology that includes hardware,  software and
network connectivity.

Our  management  team  includes  individuals  in the  fields of  marketing,  and
finance.  Our senior  executives are experienced in managing virtual  companies,
and have many successes to their collective  credit. One of our goals is to keep
our staff count to a minimum,  by utilizing the contract and consulting markets.
The structure of our Company positively influences  performance and nurtures the
strengths of our management team and support staff.

Multinational  Fortune  500  companies,  in  conjunction  with a select  project
management team, provide our operations and on-site service. Our financial model
is predicated on transaction  revenue and subscriber fees. In fact, only minimal
cash flow is actually generated through consumer-direct equipment sales.

Internet/Intranet

At the core of our business are our advanced,  community Intranets. Each private
network  showcases our fundamental goal of providing high quality  entertainment
and communications  content in a simple and unassuming fashion.  Point and click
capability is the underlying principle on which the secure networks are modeled.

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<PAGE>

Our Intranets are private  networks,  available  only to our  subscribers.  They
incorporate  several  levels of redundancy  that allow for  constant,  dedicated
service.

Living and working  on-line using the Internet  raises many security issues that
can be immediately avoided by way of private networking. This advantage is given
to our subscribers.  Our private network  incorporates a double firewall system,
so that users have only one door into the network  and one door out.  Logging on
the system makes all of our services instantly available.

We  are  also a  content  provider.  Once  logged  off  the  community  network,
subscribers  may  access the  Internet  and a host of  special  offerings,  over
multi-speed  connections.  Subscribers  enjoy the benefit of  exclusive  network
content and global Internet service.

E-Commerce

Our  community  network  is able to meet all of the  consumer  demands  that are
currently  fueling  web-based  e-commerce.  In  practice,  subscriber  group and
community profiles allow us to rival any conventional market offerings.  Through
the collective ability to provide high-end services, developers, labor networks,
and business networks all participate in revenue sharing with us.

When subscribers  utilize our Intranet,  their financial  transactions cannot be
compromised.  An accredited FDIC financial  institution manages all settlements,
and all transactions are routed through encrypted,  cached server  architecture.
The system is closed, private, and therefore, totally secure.

Subscriber Based

All our services  are designed  with a  subscriber-based  audience in mind.  The
ability to connect  various devices and  technologies  to a collective,  private
network  produces a marketable  advantage for our members.  Our  subscribers can
activate single-sourced offerings on the go, at home, and on the job.

As the subscriber base expands, the revenue generated by us for our partners and
ourselves grows incrementally. This value is inherent and may be recognized as a
strong purchase  opportunity for telephone,  cable, and Internet companies.  The
subscriber  realizes  our  value  in  the  quality  of  offerings,  ease-of-use,
consolidated service sourcing, and affordability.

Intellectual Property

We are postured to take advantage of current as well as future technological and
proprietary  offerings.  Since new peripheral  devices can be simply and quickly
integrated  into the system,  the kind of services  available to our subscribers
evolves in concert with the latest technology as it becomes available.

We are our own vehicle for seeking our high-end  technology  and  delivering the
resulting gadgets to our subscribers in a user-friendly  package.  Our future is
based on our inventory of  intellectual  property,  and the ability to implement
the tangible end products.

Integrated Communities

Residents in a Tel-Voice integrated community may enjoy the latest technology to
enhance everyday living and create a very secure living environment. The primary
features of their services  include the  SmartFone,  SmartCable,  SmartNet,  and
SmartSafe security systems.

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<PAGE>

SmartFone

Each villa is equipped  with a SmartFone  connected to the  building's  internal
network.  In addition,  the phone allows access to the Internet and many special
"community  sites." The SmartFone enables the use of our reduced rate, local and
long  distance  service.   The  SmartFone  comes  with  a  standard  phone  line
connection;  a  second  line is  available  as an  option  for  those  who  want
simultaneous data and voice capability.

SmartCable

Each villa also contains a set top unit  connected to the  television  providing
enhanced basic services  including local and national network  programming,  pay
per view  video and other pay per use  programs.  Each set top unit is  equipped
with  monitoring  capabilities  for the villa owners to view the lobby and other
common areas  covered by the security  systems  cameras.  The use of the one-way
video  monitoring  can be  limited  in  certain  areas as  required.  The  basic
SmartCable  offering  is equal to present  day premium  cable.  SmartCable  Plus
service  offers  "satellite"  quality  programming.  SmartCable  services can be
upgraded to  SmartCable  Plus for an  additional  monthly fee.  Each offering is
substantially  enhanced as compared to the  current  providers  of same  service
features.

SmartSafe

Multiple  cameras  installed in  strategically  positioned  locations  offer the
on-site staff complete  access to any activity  around the building or area. The
number of cameras  installed  can meet or exceed  the  standards  and  protocols
contained  within today's most highly secured living  centers.  Magnetic  access
cards enable the homeowner to open and operate the  elevators,  stairway  doors,
front doors,  garage doors,  wine cellar or any other common area doorways.  The
appropriate  owner  and  occupant  may also use the card to gain  access  to the
individual unit.  Information pertaining to the time and dates of access as well
as any other charges relating to the use of certain  facilities are captured and
stored within the access card program.

All villas are equipped with entry detection from windows and doors, smoke, fire
and water level  detection.  Security  control is available on the  SmartFone as
well  as a  separate  wireless  keypad,  for  easy  access  and  emergency  call
capabilities.

Access  to and from the  garage is aided by a one-way  video  connection  to the
front desk and other villa management staff.

An asset  tracking  system is an optional  installation  providing the residents
with monitoring and tracking features to secure children, animals and valuables.
This  feature  sounds an alarm if any  individual  or item  leaves the  building
boundaries without being deactivated by building staff.

Our  security  system  architecture  includes  proprietary  and  non-proprietary
hardware,  customized  and standard  software.  It is designed to be  unassuming
while still functioning at the highest level of home and personal safety.

Experienced  consultants  begin the  solution  design with a security  reference
report,  followed by  implementation  of a hardware  scheme,  and completed with
professional installations.

                                       4
<PAGE>

SmartNet

Installed in each unit is a high-speed  connection (DSL or T1 equivalent) to the
Internet in addition to a network connection for the community Internal Net. The
internal  network offers shopping  specials,  entertainment  features,  sporting
events and other community specific  information.  The villa owner has access to
the network with the  SmartFone  and/or a PC connection  (optional).  A specific
homeowners  association  site allowing  access to account  information,  payment
programs,  loyalty services,  and other community services, is made available to
all homeowners. The SmartNet system provides connectivity to neighbors, friends,
as well as building staff and management

Our call center contact  solution  enables  instantaneous  interaction  over Web
sites and SmartNet.  Our solution facilitates online sales (meetings),  customer
service, and remote Web-based tech support.

Connect - Customers or prospects can instantly contact a call center agent.

Communicate - Call center agents personalize the call with Video, Voice, & Chat.

Collaborate - Call center agents enrich the call by sharing desktop applications
(both ways) and aiding navigation through co-browsing.

1-866-UNIONET

1-866-Unionet  is our private  network,  customized to accommodate  more than 17
million potential labor union subscribers.  Once deployed, this multipurpose and
interactive network will generate on-going revenue for our partners and us. This
network  also  incorporates  sponsor  participation  with a potential  of over 3
billion  in  advertising  dollars.  This  model  is  representative  of all  our
solutions,  including our integrated  communities,  business  networks,  and all
other subscriber groups.

To develop the subscriber base from within the union membership, we will utilize
the SmartFone and other interactive  devices to connect subscribers to a private
and secure Intranet.  Offering members both an exclusive Intranet, and a gateway
for  Internet   access,   establishes  a  market  for  our  current  and  future
technologies.  Our unique technical  infrastructure  allows simple "plug & play"
flexibility. This feature enhances our ability to offer many devices to multiple
markets.

1-866-Unionet's  network design offers cost effective scalable services.  Unions
and labor  organizations  will have a  financial  stake in their own  technology
solution.  They will also take an active role in the operation  and  application
development  of their  network.  Initially,  subscribers  will be  introduced to
Intranet  screens  designed to benefit  advertisers  and sponsors (time specific
exposure).  While our  competitors  include many current ISP's and Telco's,  our
strengths lie in an advanced  marketing  plan, and being able to control our own
technology  and  networks.  To  further  solidify   1-866-Unionet  as  a  "Smart
Solution," our team includes our existing  partners,  as well as union and labor
management,  marketing agents, and consultants.  North American customer support
programs,  technical  support,  and sales are then  sustained  via field service
teams.

Network Appliances

We offer our  subscribers  voice and video  services  that meet  current  market
demands.  In keeping with the  philosophies  that serve as our  foundation,  our
telephone and television offerings are consolidated. Without compromising simple


                                       5
<PAGE>

dial tone and cable  access,  one  company  with one vision can  deliver all the
telephony and video  capabilities a home or office would need on an easy-to-use,
yet high-tech, platform. This vision is carried out via "Smart" devices that are
both wired and  wireless.  We feature  satellite  quality  and  content  using a
standard  cable  connection.  "Open"  channels  can be  used  to  offer  special
education and craft-related content to our subscribers, and no reception dish is
needed.  We are the "cable  company." As such, we can introduce  content that is
friendly to our markets, and revenue generating for our partners and us.

SmartFone - The  SmartFone is desktop  telephone  capable of  connecting  to the
Internet,  sending and receiving email, voicemail and more. It is designed to be
extremely  easy to use.  The  screen  features  a  touch-sensitive  display  and
intuitive images.  SmartFone is a telephone,  answering  machine,  address book,
calendar,  Internet  browser,  and email  terminal.  It can also be  customized.
Implementation of our system empowers the SmartFone as a highly  adaptable,  and
flexible device.  In the same vein, all of our products offer limitless  content
and quality.

Once  powered on, the Welcome  screen will  appear.  Select the "log on" button.
Next,  the  "Select  User"  window  pops up allowing a choice of logging in to a
secure  1-866-Unionet  account, or as a Public User. To log on to 1-866-Unionet,
the user selects their personal ID -- myname@1866unionet.org.

If selected,  the user is prompted to supply a password.  Standard protocol HTML
security  algorithms  protect each 1-866-Unionet  password.  Once logged in to a
1-866-Unionet  account, the SmartFone home page will appear. From this home page
the user can access secure 1-866-Unionet emails and messaging, the Internet, and
much more.

If choosing to log in as a Public User, a password is not required. However, the
public home page will NOT allow access to email.

PF1500  Pager - The  Motorola  PF1500  Pager is the  prototypical  1-866-Unionet
device. Its 1.5 way response capability allows the subscriber to benefit from an
array of private network offerings. Besides numeric paging, included is news and
information that is both community  specific,  as well as general in nature. The
canned reply feature is ideal for eliciting user responses to polls,  votes, and
contest entries. As with every Tel-Voice network  application,  all transactions
are logged, reportable, and completely secure

T900 Pager - The T900 Pager has the following functions:

     o    Reply Capability - Allows user to quickly reply to important  messages
          using the lighted QWERTY keyboard

     o    Info-on-Demand  -The user can request updated  information on traffic,
          movie show times,  etc. and have the information  sent directly to the
          device

     o    Confirmed Message Delivery -To ensure you never miss a message

     o    128K  Message  Memory - All the power and  capacity  you need to store
          information and word messages

     o    4-Line, 80 Character Display - So you can easily read word messages

     o    Optimax  EL  Electra  Light  Display  - For  optimum  readability  and
          exceptional clarity

     o    Content-Based  Duplication - Allows user to see only a single instance
          of  a  message  that  is  received   multiple   times.   (i.e.   voice
          mail-messaging system)

                                       6
<PAGE>

V2397 Mobile  Phone -  Mobile-originated  and mobile  terminated  SMS  messaging
allows you to send,  receive and store short  alphanumeric  messages and has the
following features:

     o    Large,  easy-to-read  graphics  display  -2  lines,  with  1  line  of
          instructions

     o    Short Messaging  Service -Send,  receive and store short  alphanumeric
          messages

     o    Electronic  Phonebook - Allows you to attach an email  address to each
          of your 99 important contacts

     o    Quick Notes - Includes  pre-written text messages that you can create,
          edit, send, or delete.

     o    Multi-Language Support -English, Spanish, Portuguese,  French, Hebrew,
          Russian

     o    Smart  Button  -  To  simplify  accessing  feature  menus,  scrolling,
          selecting functions and placing calls

     o    Pager  Mode - Allows  for  numeric  messages  to be sent and  received
          through the phone

     o    Caller  Line ID - With  time  and date  stamp,  allows  you to  screen
          incoming calls

SmartCable  Receiver - We offer limitless  content and satellite quality picture
(no dish required) using existing infrastructure.  By utilizing our set-top box,
subscribers choose from 500 open television  channels,  offering local broadcast
programming,  games, pay per view, pay per use,  satellite quality and community
targeted  programming (local sports,  events, etc.) Future directives will allow
our subscribers to experience interactive television using the SmartFone.

Employees

As of April 30, 2002,  we employed 6 full time  individuals.  Our  employees are
unionized, and we consider our relations with our employees to be favorable.


Item 2. Description of Property

We lease our principal executive office, which is located in a 2,216 square feet
office facility in Scottsdale,  Arizona at an annual rent of $48,500. This lease
will expire in May 2004.


Item 3. Legal Proceedings

The Company is not involved in any material pending legal proceedings.

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

No matter was submitted to a vote of our security  holders during the year ended
December 31, 2001.

                                       7
<PAGE>

                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters

During the year ended  December 31, 2001,  the Company  issued 186,668 shares of
its  common  stock  for  cash at $0.75  per  share.  In  connection  with  these
transactions,  the Company  granted  66,667  warrants to purchase the  Company's
stock at $0.75 per  share.  The  warrants  expire  five  years  from the date of
issuance.  Also,  150,000  warrants were issued at $1.00 per share in connection
with debt (See Note 3). The value of the  warrants  of $88,500 is  reflected  in
additional paid-in capital. The warrants expire five years from issuance.

Record Holders

As of April 30, 2002 we had 66 shareholders of record.

Dividends

We have  not  declared  or paid any  cash  dividends  on our  common  stock.  We
currently  intend to retain  all  available  funds for use in our  business  and
therefore  does not  anticipate  paying any cash  dividends  in the  foreseeable
future. Any future determination relating to dividend policy will be made at the
discretion  of our Board of  Directors  and will  depend on a number of factors,
including the future earnings,  capital  requirements,  financial  condition and
future  prospects  and such  other  factors as the Board of  Directors  may deem
relevant.


Item 6. Selected Consolidated Financial data

        N/A

Item 7. Management's Discussions and Analysis or Plan of Operations

General

The following discussion and analysis should be read in conjunction with the our
consolidated  financial  statements  and  related  footnotes  for the year ended
December 31, 2001 included in this Annual Report on Form 10-KSB.  The discussion
of results,  causes and trends  should not be construed to imply any  conclusion
that such results or trends will necessarily continue in the future.

Background and Overview

Tel-Voice Communications,  Inc. ("Tel-Voice") was incorporated under the laws of
the State of Nevada  on  December  31,  1996 to engage in any  lawful  corporate
activity,  including,  but not limited to,  selected  mergers and  acquisitions.
Smartdotcom,  Inc.  ("Smartdotcom") was incorporated under the laws of the State
of Nevada on April 19, 1999. On June 30, 2000, Smartdotcom became a wholly owned
subsidiary of Tel-Voice  through a reverse merger.  Tel-Voice  issued  4,376,895
shares of its common stock for all of the issued and outstanding common stock of
Smartdotcom.  Prior  to the  merger,  Tel-Voice  had no  business  activity  and
therefore,  pro forma operating results as if the acquisition had taken place at
the beginning of the periods presented have not been presented.  Smartdotcom has
been treated as the acquirer and  accordingly,  Smartdotcom  is presented as the
continuing entity. The historical financial statements are those of Smartdotcom.

We are an all-inclusive  telecom,  video,  Internet,  entertainment and security
provider. We are in the business of enhancing the lives of our subscribers,  who
may benefit from the added value of high-quality services and a fully integrated
system made available by a single  company.  Subscribers are afforded the luxury


                                       8
<PAGE>

of accessing  these  services using state-of  the-art  technology  that includes
hardware,  software and network  connectivity.  Consequently,  we provide market
penetration and  incremental  revenue for our alliance  partners.  Multinational
Fortune 500 companies,  in conjunction  with a select project  management  team,
provide  our  operations  and  on-site  service.  Our  door-to-door  service and
warrantee  repair will be unsurpassed by any other  companies  offering  similar
services.   Our  financial  model  is  predicated  on  transaction  revenue  and
subscriber fees. In fact, only minimal cash flow is actually  generated  through
consumer-direct equipment sales.

We have incurred net losses of $1,126,198 since  inception.  We may be unable to
continue in  existence  unless we are able to arrange  additional  financing  to
supplement our sale of common stock. We still continue to incur costs associated
with the development of our technology and implementation of our business plan.


Plan of Operation

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

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

Our future is based on our inventory of intellectual  property,  and the ability
to implement the tangible end products.  The patent and copyright processes that
establish  our  designs  as  proprietary  are  continuously  factored  into  our
financial projections and cash flow summary. There are no licenses required.

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

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


                                       9
<PAGE>

Results of Operations

Year ended December 31, 2001 compared to December 31, 2000

Revenue for the year ended December 31, 2001 was $1,093,590 compared to $165,000
for the year ended  December  31,  2000.  The 2000  revenue was  generated  from
consulting related to the integrated community project in La Jolla,  California.
The 2001 revenue was generated from the installation  contract  relative to that
project. This contract represents  substantially all of the revenue for the year
ended  December 31, 2001.  The Company  cannot  assure that it will  continue to
generate  revenues in the future at levels  commensurate  with that of 2001. The
2001 revenue  includes  $5,237 in subscription  revenue under our  1-866-Unionet
service representing our first revenues in this segment.

Cost of sales  for the year  ended  December  31,  2001,  represents  labor  and
material cost associated with the integrated  community project in La Jolla. All
labor  associated  with the consulting fee income in the year ended December 31,
2000 was classified in general and administrative expenses.

General  and  administrative  expenses  for the year  ended  December  31,  2001
increased by $237,188 or 34% from $695,839 for the year ended  December 31, 2000
to $933,027 for the year ended  December 31, 2001. The increase is due primarily
to the increased staffing in the year ended December 31, 2001 such as the hiring
of a chief  technology  officer and other increased  personnel costs  associated
with pursuing  additional  contracts for the  integrated  community  segment and
marketing  personnel  and travel costs  associated  with the private  networking
segment.  Also, the Company incurred advertising expenses of $14,462 in the year
ended December 31, 2001.

Year ended December 31, 2000 vs. December 31, 1999

Revenue for the year ended  December  31, 2000  increased by $43,000 or 35% from
$122,000  for the year ended  December  31, 1999 to $165,000  for the year ended
December  31, 2000.  The revenue  represents  consulting  fees  received  from a
project in La Jolla, CA where we are implementing our intranet  technology.  The
consulting fees received from this project ended in November 2000.

General  and  administrative  expenses  for the year  ended  December  31,  2000
increased by $348,061 or 100%from  $347,778 for the year ended December 31, 1999
to $695,839 for the year ended  December 31, 2000.  The increase is  principally
due to an increase in salary and employee benefits of approximately  $200,000 as
a result of  increasing  our  management  team and work force and an increase of
approximately $150,000 related to the cost of acquiring a public shell.

Interest  expense for the year ended  December 31, 2000 increased by $2,339 from
$0 for the year ended  December  31, 1999 to $2,339 for the year ended  December
31, 2000.  The increase is due to issuance of notes payable in 2000.  There were
no such notes payable in 1999.


Liquidity and capital resources

The  Company  is  seeking  debt and equity  capital  in order to  implement  its
business plan. The Company borrowed an additional $64,500 subsequent to December
31, 2001. At December 31, 2001,  the Company had a current ratio of 0.19,  had a
working capital  deficit of $386,203 and a cash balance of $13,844.  The Company
used cash from operations of $206,074 for the year ended December 31, 2001.

Most of the Company's obligations are current and these obligations will have to
be  restructured  and new capital will be needed in order to meet the  repayment
terms of these obligations.  Historically, the Company has relied upon its major


                                       10
<PAGE>

shareholder  and his contacts to provide  capital for the  Company.  The Company
raised a net amount of approximately $319,000 in debt and equity during the year
ended  December 31, 2001.  There can be no  assurances  that these  sources will
provide future  funding.  The Company will require capital to market its private
networking  segment and will need  working  capital to finance  receivables  and
materials purchases for its integrated community segment.

Item 7.  Financial Statements

                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                                                        PAGE (S)

INDEPENDENT AUDITORS' REPORT                                                  11
CONSOLIDATED BALANCE SHEET                                                    12
CONSOLIDATED STATEMENTS OF OPERATIONS                                         13
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY                            14
CONSOLIDATED STATEMENTS OF CASH FLOWS                                      15-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                 17-28

                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
TEL-VOICE COMMUNICATIONS, INC.:

We have  audited  the  accompanying  consolidated  balance  sheet  of  Tel-Voice
Communications,  Inc.  and  subsidiary  as of December  31, 2001 and the related
consolidated statements of operations,  stockholders'  deficiency and cash flows
for the two year period ended 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 on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  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 consolidated  financial  position of the
Tel-Voice  Communications,  Inc. and  subsidiary as of December 31, 2001 and the
consolidated  results of their  consolidated  operations and their  consolidated
cash flows for the two year period ended  December  31,2001 in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
accompanying  consolidated financial statements,  the Company's recurring losses
from  operations,  negative cash flow from  operations and its negative  working
capital  raise  substantial  doubt  about its  ability  to  continue  as a going
concern.  Management's  plans in regard to these  matters are also  discussed in
Note 1. These consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

Santa Monica, California                          /s/ Stonefield Josephson, Inc.
May 1, 2002                                       ------------------------------
                                                      Stonefield Josephson, Inc.
                                                    Certified Public Accountants



                                       11
<PAGE>



                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001
 <table>
<caption>
                                                                            2001
                                     ASSETS                          -----------
<S>                                                                        <C>
CURRENT ASSETS
  Cash and cash equivalents                                          $    13,844
  Accounts receivable                                                     41,083
  Inventory                                                                9,968
  Due from officer                                                        27,392
                                                                     -----------
     TOTAL CURRENT ASSETS                                                 92,287

FURNITURE & EQUIPMENT, net                                                68,739

DEPOSITS                                                                  14,207
                                                                     -----------

  TOTAL ASSETS                                                       $   175,233
                                                                     ===========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable                                                   $   147,056
  Notes payable -stockholders                                            160,656
  Notes payable - other                                                  159,500
  Capital lease obligation - current portion                               3,321
  Accrued interest                                                         7,957
                                                                     -----------
     TOTAL CURRENT LIABILITIES                                           478,490

CAPITAL LEASE OBLIGATION - long term portion                              17,691

NOTES PAYABLE - other, long -term portion                                100,000
                                                                     -----------
     TOTAL LIABILITIES                                                   596,181
                                                                     -----------

STOCKHOLDERS' DEFICIENCY
  Common stock, $0.001 par value;
     75,000,000 shares authorized;
     5,959,229 shares issued and outstanding                               5,960
  Additional paid-in-capital                                             699,290
  Accumulated deficit                                                 (1,126,198)
                                                                     -----------
     TOTAL STOCKHOLDERS' DEFICIENCY                                     (420,948)

                                                                     -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY             $   175,233
                                                                     ===========
</table>

See  accompanying   independent  auditors'  report  and  notes  to  consolidated
financial statements


                                       12
<PAGE>


                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
<table>
<caption>
                                                                            2001        2000
                                                                     -----------  ----------
<S>                                                                       <C>         <C>
     REVENUE                                                         $ 1,093,590  $  165,000

     COST OF REVENUE                                                     462,642           -
                                                                     -----------  ----------

     GROSS PROFIT                                                        630,948     165,000


     GENERAL AND ADMINISTRATIVE EXPENSES                                 933,027     695,839
                                                                     -----------  ----------

     LOSS FROM OPERATIONS                                               (302,079)   (530,839)

     INTEREST EXPENSE                                                     39,755       2,339
                                                                     -----------  ----------

     LOSS BEFORE PROVISION FOR INCOME TAXES                             (341,834)   (533,178)

     PROVISION FOR INCOME TAXES                                                -           -
                                                                     -----------  ----------

     NET LOSS                                                        $  (341,834) $ (533,178)
                                                                     ===========  ==========


     NET LOSS PER COMMON SHARE - basic and diluted                   $     (0.06) $    (0.11)
                                                                     ===========  ==========

     WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING - basic and diluted                                   5,866,005   4,719,616
                                                                     ===========  ==========
</table>
See  accompanying   independent  auditors'  report  and  notes  to  consolidated
financial statements

                                       13
<PAGE>



                  TEL-VOICE COMMUNICATIONS, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
<table>
<caption>

                                                    Common Stock      Additional                 Total
                                                --------------------     Paid-In Accumulated Stockholders'
                                                  Shares      Amount     Capital     Deficit  Deficiency
                                             ----------- ----------- ----------- ----------- -----------
<S>                                               <C>         <C>         <C>         <C>         <C>
Balance, December 31, 1999                     3,571,232 $     3,571 $    45,429 $  (251,186)$  (202,186)

Issuance of shares for cash                      616,597         617     299,383                 300,000
Issuance of shares for services                  432,066        432      116,068                 116,500
Issuance of shares for Smartdotcom, Inc.       1,121,000       1,121      (1,121)                      -
Exercise of stock options for services            25,000          25       6,225                   6,250
Net loss                                                                            (533,178)   (533,178)
                                             ----------- ----------- ----------- ----------- -----------

Balance, December 31, 2000                     5,765,895       5,766     465,984    (784,364)   (312,614)

Common stock issued for cash                     186,668         187     139,813                 140,000
Conversion of debt to common stock                 6,666           7       4,993                   5,000
Value of warrants issued with debt                                        88,500                  88,500
Net loss                                                                            (341,834)   (341,834)

                                             ----------- ----------- ----------- ----------- -----------
Balance, December 31, 2001                     5,959,229 $     5,960 $   699,290 $(1,126,198)$  (420,948)
                                             =========== =========== =========== =========== ===========

</table>
See  accompanying   independent  auditors'  report  and  notes  to  consolidated
financial statements

                                       14
<PAGE>



                         TEL-VOICE COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
<table>
<caption>



                                                                2001        2000
                                                         ----------- -----------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                               $  (341,834) $ (533,178)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
     Depreciation                                              4,090          43
     Issuance of common stock for services rendered                      116,500
     Exercise of stock options for services                                6,250
     Amortization of debt discount                            29,500
     Notes payable issued for services rendered               82,021      46,036
  Changes in operating assets and liabilities:
  Increase in accounts receivable                            (41,083)
  Increase in inventories                                     (9,968)
  Increase in deposits                                       (14,207)
  Increase in accounts payable                                79,485      58,567
  Increase in accrued interest                                 5,922       2,035
                                                         ----------- -----------
NET CASH USED BY OPERATING ACTIVITIES                       (206,074)   (303,747)
                                                         ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of furniture and equipment                        (50,324)     (1,536)
                                                         ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES                        (50,324)     (1,536)
                                                         ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of notes payable - stockholders                   200,000      27,500
  Repayment of notes payable - stockholders                  (75,900)    (10,000)
  Issuance of notes payable                                  184,500      50,000
  Repayment of notes payable                                 (20,000)
  Net increase (decrease) in due to/from officers           (159,815)    (68,184)
  Issuance of common stock for cash                          140,000     305,000
                                                         ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    268,785     304,316
                                                         ----------- -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              12,387        (967)

CASH AND CASH EQUIVALENTS - beginning of year                  1,457       2,424
                                                         ----------- -----------

CASH AND CASH EQUIVALENTS - ending of year               $    13,844 $     1,457
                                                         =========== ===========
</table>


                                       15
<PAGE>



                         TEL-VOICE COMMUNICATIONS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
<table>
<caption>

SUPPLEMENTAL CASH FLOW INFORMATION:                             2001        2000
                                                         ----------- -----------
<S>                                                           <C>          <C>
  Interest paid                                          $     3,667 $    - 0 -
                                                         =========== ===========

  Income taxes paid                                      $     - 0 - $     - 0 -
                                                         =========== ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

  Acquisition of equipment under a capital lease         $    21,012 $      - 0 -
                                                         =========== ===========
  Conversion of debt to common stock                     $     5,000 $     - 0 -
                                                         =========== ===========
  Common stock issued for services                       $     - 0 - $   122,750
                                                         =========== ===========
  Notes payable issued for services rendered             $   82,021 $     46,036
                                                         =========== ===========
</table>


                                       16
<PAGE>


NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     Background  and  Nature  of  Operations
     ---------------------------------------
     Tel-Voice  Communications,  Inc.  ("Tel-Voice") was incorporated  under the
     laws of the State of Nevada on  December  31,  1996 to engage in any lawful
     corporate  activity,  including,  but not limited to, selected  mergers and
     acquisitions.  Smartdotcom, Inc. ("SDC") was incorporated under the laws of
     the State of Nevada on April 19, 1999.

     On June 30, 2000, SDC was acquired by Tel-Voice in a transaction  accounted
     for as a reverse merger.  Tel-Voice  issued  4,376,895 shares of its common
     stock for all of the issued and  outstanding  common stock of SDC. Prior to
     the merger,  Tel-Voice had no business activity.  For accounting  purposes,
     SDC has been treated as the acquirer and  accordingly,  SDC is presented as
     the continuing entity, and the historical financial statements are those of
     SDC. Tel-Voice and SDC are collectively referred to as the "Company."

     The Company has  developed a technology  that provides  private  electronic
     networks for labor unions and integrated communities, both of which include
     subscribers  of the unions and  communities.  The Company  will provide the
     hardware, software and technical support required to setup and maintain the
     networks.  The  Company  has  developed  a second  business  line under its
     1-866-Unionet  network.  This business line intends to develop a subscriber
     base from within labor union  membership and will utilize the SmartFone and
     other  interactive  devices to connect  subscribers to a private and secure
     Intranet.  Offering members both an exclusive  Intranet,  and a gateway for
     Internet   access,   establishes  a  market  for  our  current  and  future
     technologies.

     Basis of Presentation
     ---------------------
     The accompanying financial statements have been prepared in conformity with
     accounting  principals generally accepted in the United States of America ,
     which  contemplate  continuation  of the  Company  as a going  concern.  As
     reflected  in  the  accompanying  consolidated  financial  statements,  the
     Company has had recurring  losses and negative cash flows from  operations,
     and negative working capital.  These factors raise  substantial doubt about
     the Company's ability to continue as a going concern.  Without  realization
     of additional  capital, it would be unlikely for the Company to continue as
     a going concern.  The financial  statements do not include any  adjustments
     relating  to  the  recoverability  and  classification  of  recorded  asset
     amounts,  or  amounts  and  classification  of  liabilities  that  might be
     necessary should the Company be unable to continue its existence.


     Management believes that it will be successful in raising additional equity
     capital to fund the Company's operations.


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

                                       17
<PAGE>

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

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

     Concentration of Credit Risk
     ----------------------------
     The  Company  places  its  cash  in what it  believes  to be  credit-worthy
     financial  institutions.  However,  cash  balances  may exceed FDIC insured
     levels at  various  times  during  the year.  There  were no bank  balances
     exceeding insured limits at December 31, 2001.

     Revenue
     -------
     Revenue  primarily  consists of consulting fees received in connection with
     providing  technical  support  for  the  implementation  of  the  Company's
     technology in an integrated community in La Jolla, California.  The Company
     generated  revenue in the year ended  December 31, 2001 under a contract to
     install the hardware for the integrated  community in La Jolla.  It was the
     only contract for the Company  during the year ended December 31, 2001, and
     the contract was completed during the year. Revenue under this contract was
     recognized on the  percentage-of-completion  method measured by the portion
     of the total  contract or job cost expended to date to the estimated  total
     cost to  complete.  Contract  costs  include all direct  labor,  materials,
     subcontract costs and indirect costs such as supplies, equipment and repair
     costs. Selling,  general and administrative costs are charged to expense as
     incurred.

     Revenue under  consulting  contracts is recognized as the Company  performs
     consulting services outlined in the contract. Substantially all the revenue
     for the years ended  December 31, 2000 was from  consulting  fees generated
     from the project in La Jolla, California.

     The  Company  began  generating  revenue  from  its  1-866-Unionet  private
     network.  The  revenue  for the year  ended  December  31,  2001  from this
     business segment was not material.

     Income Taxes
     ------------
     Income taxes are provided for based on the  liability  method of accounting
     pursuant to Statement of Financial  Accounting  Standards ("SFAS") No. 109,
     "Accounting for Income Taxes". Deferred income taxes, if any, are recorded,
     using enacted tax rates expected to apply, to reflect the tax  consequences
     on  future  years  of  differences  between  the tax  bases of  assets  and
     liabilities and their financial reporting amounts at each year-end.

                                       18
<PAGE>

     Earnings Per Share
     ------------------
     The Company calculates  earnings per share in accordance with SFAS No. 128,
     "Earnings Per Share",  which  requires  presentation  of basic earnings per
     share ("Basic EPS") and diluted  earnings per share  ("Diluted  EPS").  The
     computation  of Basic EPS is computed by dividing loss  available to common
     stockholders  by the weighted  average number of outstanding  common shares
     during the  period.  Diluted  EPS gives  effect to all  dilutive  potential
     common shares outstanding during the period. The computation of Diluted EPS
     does not assume conversion,  exercise or contingent  exercise of securities
     that would have an  antidilutive  effect on  earnings.  As of December  31,
     2001, the Company had 308,334 stock options and warrants  outstanding  that
     would affect loss per share if they were to be dilutive. As of December 31,
     2000, the Company had 175,000 stock options  outstanding  that would affect
     loss per share if they were to be dilutive.

     Stock Based Compensation
     ------------------------
     In 1996, SFAS No. 123 "Accounting  for  Stock-Based  Compensation",  became
     effective for the Company.  SFAS No. 123, which  prescribes the recognition
     of  compensation  expense  based on the fair  value of options on the grant
     date,  allows  companies  to continue  applying APB 25 if certain pro forma
     disclosures are made assuming hypothetical fair value method, for which the
     Company uses the Black-Scholes option-pricing model.

     The  Company  accounts  for  employee  stock  options  in  accordance  with
     Accounting  Principles  Board  Opinion No. 25 ("APB 25"),  "Accounting  for
     Stock  Issued  to  Employees".  Under APB 25,  the  Company  recognizes  no
     compensation  expense related to employee stock options,  as no options are
     granted at a price below market price on the date of grant.


     For  non-employee  stock  based  compensation,  the Company  recognizes  an
     expense in accordance SFAS No. 123 and values the equity  securities  based
     on the fair value of the  security  on the date of grant.  For  stock-based
     awards the value is based on the market  value for the stock on the date of
     grant and if the stock has restrictions as to transferability a discount is
     provided for lack of tradability.  Stock option awards are valued using the
     Black-Scholes option-pricing model.

     Advertising
     -----------
     The  Company's  advertising  primarily  consists  of  print  and  billboard
     advertising.   The  Company   expenses   advertising   costs  as  incurred.
     Advertising  expense  totaled  approximately  $14,000  for the  year  ended
     December 31, 2001.


     Inventory
     ---------
     Inventory  at December  31, 2001,  consisted  of  electronic  pagers and is
     stated at the lower of cost, on a first-in, first-out basis, or market.

     Recently Issued Accounting Pronouncements
     -----------------------------------------

     In January  2001,  the FASB  Emerging  Issues Task Force  issued EITF 00-27
     effective for convertible debt instruments  issued after November 16, 2000.
     This  pronouncement  requires  the use of the  intrinsic  value  method for
     recognition of the detachable and imbedded  equity  features  included with
     indebtedness,  and requires  amortization of the amount associated with the


                                       19
<PAGE>

     convertibility feature over the life of the debt instrument rather than the
     period for which the instrument first became convertible. The guidelines of
     EITF 00-27 have been adopted by the Company.

     In June 2001, the FASB issued SFAS No. 141, "Business  Combinations."  SFAS
     No. 141 requires  that the purchase  method of  accounting  be used for all
     business  combinations  initiated after June 30, 2001. Goodwill and certain
     intangible assets will remain on the balance sheet and not be amortized. On
     an annual basis, and when there is reason to suspect that their values have
     been  diminished or impaired,  these assets must be tested for  impairment,
     and  writedowns may be necessary.  The Company  adopted SFAS No. 141, which
     had no material effect on its results of operations or financial condition.

     In June 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
     Assets."  SFAS  No.  142  changes  the  accounting  for  goodwill  from  an
     amortization  method  to  an  impairment-only  approach.   Amortization  of
     goodwill,  including goodwill recorded in past business combinations,  will
     cease upon adoption of this statement. The Company is required to implement
     SFAS  No.  142 on  January  1,  2002  and as a result  would  not  amortize
     goodwill.  The Company  has  reviewed  the  provisions  of this  accounting
     pronouncement  and does not  believe  that the effect  will be  material or
     adversely affect its results of operations or financial condition.

     In October  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
     Retirement  Obligations," which requires companies to record the fair value
     of a liability for asset retirement obligations in the period in which they
     are  incurred.  The  statement  applies to a  company's  legal  obligations
     associated with the retirement of a tangible  long-lived asset that results
     from the acquisition,  construction,  and development or through the normal
     operation of a long-lived  asset.  When a liability is initially  recorded,
     the company would  capitalize  the cost,  thereby  increasing  the carrying
     amount of the related  asset.  The  capitalized  asset  retirement  cost is
     depreciated  over the life of the  respective  asset while the liability is
     accreted  to its present  value.  Upon  settlement  of the  liability,  the
     obligation is settled at its recorded  amount or the company  incurs a gain
     or loss. The statement is effective for fiscal years  beginning  after June
     30,  2002.  The  Company  does not expect the  adoption  to have a material
     impact to the Company's financial position or results of operations.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived  Assets".  Statement 144 addresses the
     accounting  and  reporting  for the  impairment  or disposal of  long-lived
     assets.  The statement  provides a single  accounting  model for long-lived
     assets to be disposed of. New criteria must be met to classify the asset as
     an asset  held-for-sale.  This  statement  also  focuses on  reporting  the
     effects  of a  disposal  of a segment  of a  business.  This  statement  is
     effective for fiscal years  beginning  after December 15, 2001. The Company
     does not expect the  adoption  to have a material  impact to the  Company's
     financial position or results of operations.

NOTE 2 - RELATED PARTY TRANSACTIONS

     The Company borrows funds from officers and stockholders from time to time.
     Also, amounts due to officers include unpaid salaries for the Company's two
     officers and Company related expenses paid by the Company's CEO.

                                       20
<PAGE>

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

     During the year ended  December 31, 2000,  the Company  accrued a salary to
     its CEO of $180,000,  of which  $180,000 was paid in 2000. In addition,  in
     2000, the Company's CEO advanced the Company $95,000 and the Company repaid
     $113,184 in advances from the CEO.

     During the year ended  December 31, 2000,  the Company paid $12,204 and has
     accrued $20,435, at December 31, 2000 to a company whose co-owner is also a
     director and officer of the Company.

     During the year ended  December 31, 2001,  the Company  accrued a salary to
     its CEO of $240,000 of which  $240,000 was paid in 2001.  In  addition,  in
     2001,  the  Company  repaid  $170,000 in  advances  from the CEO,  and paid
     approximately $47,000 of expenses on behalf of the Company's CEO.

     In  addition  the  Company  provides  the  CEO  with  a  car  allowance  of
     approximately $$7,300.

     At December 31, 2001, the Company's  balance due from the Company's CEO was
     $ 14,239.  This  balance  was  collected  from the  officer  subsequent  to
     December  31, 2001  through  additional  funds loaned to the Company by the
     officer.

     During the year ended December 31, 2001, the Company borrowed $200,000 from
     minority stockholders. See Note 3.

NOTE 3 - NOTES PAYABLE

     Notes payable at December 31, 2001 are comprised of the following:

        Notes payable - stockholders at December 31, 2001
        represent loans made by minority stockholders.  The notes
        bear interest at 8% per annum and are due from January
        2002 and on demand.  Notes are collateralized by
        substantially all of the assets of the Company                $ 219,656


        Notes payable to individuals, interest at 8% per annum,
        due through July 2003, $75,000 of the amount is
        collateralized by the assets of the Company and the
        balance is unsecured.                                           259,500

        Unamortized discount on notes payable                           (59,000)

                                                           --------------------
              Totals                                                    420,156
           Less: Current portion                                        320,156
                                                           --------------------
           Long term portion                                          $ 100,000
                                                           ====================

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

     The Company granted  warrants in connection with the debt financing  raised


                                       21
<PAGE>

     in the year ended December 31, 2001.  There were 150,000 warrants issued to
     purchase  the  Company's  common  stock at $1.00  per  share.  The  Company
     determined  the fair  value of the  warrants  to $0.59 per share  using the
     minimum value method of estimating the fair value of the warrants.  A total
     discount of $88,500 was recorded on debt with a face value of $150,000.  At
     December  31,  2001,  $29,500 of that amount was  amortized  and charged to
     interest expense. The discount is being amortized over the 18-month term of
     the notes.


NOTE 4 - STOCKHOLDERS' DEFICIENCY


     During the year ended  December 31, 2001, the Company issued 186,668 shares
     of its common stock for cash at $0.75 per share.  In connection  with these
     transactions, the Company granted 66,667 warrants to purchase the Company's
     stock at $0.75 per share.  The warrants  expire five years from the date of
     issuance.  Also,  150,000  warrants  were  issued  at  $1.00  per  share in
     connection  with debt (See Note 3). The value of the warrants of $88,500 is
     reflected in additional  paid-in  capital.  The warrants  expire five years
     from issuance.

     In March and June  2000,  the  Company  issued an  additional  410,094  and
     206,503  shares  of its  common  stock in two  separate  private  placement
     offerings for gross proceeds of $120,000 and $180,000, respectively.

     In 2000,  the  Company  issued  432,066  shares of its  common  stock to an
     officer of the Company for wages.  An expense of $116,500 is  reflected  in
     the results of operations  related to the issuance of this stock. The stock
     was valued at $0.27 per share,  which was the fair market value on the date
     of grant.


NOTE 5 - FURNITURE AND EQUIPMENT

     Furniture  and equipment is stated at cost less  accumulated  depreciation.
     Depreciation is recorded on a straight-line basis over the estimated useful
     lives of the assets ranging from 3 to 7 years. Depreciation expense for the
     year ended December 31, 2001 was $4,090.

     Property and equipment consisted of the following at December 31, 2001:


        Furnishings and fixtures              $   10,519
        Office and computer equipment             62,310
                                            ------------
        Total                                     72,829
        Less accumulated depreciation            ( 4,090)
                                            ------------
        Furniture and equipment, net         $    68,739
                                            ============

     The Company has acquired  certain office  equipment  under a capital lease.
     The  capitalized  cost  of  equipment  under  capital  leases  and  related
     accumulated  amortization was $21,012 and $700 respectively at December 31,
     2001.

                                       22
<PAGE>


NOTE 6 - STOCK OPTIONS

     On May 1, 2000 the Company  reserved for issuance an aggregate of 1,000,000
     shares of common stock under its stock option plan.

     The Company has adopted  only the  disclosure  provisions  of SFAS No. 123,
     "Accounting for Stock-Based Compensation." It applies Accounting Principles
     Bulletin   ("APB")  Opinion  No.  25,   "Accounting  for  Stock  Issued  to
     Employees," and related  interpretations in accounting for its Stock Option
     Plan and does not recognize  compensation expense for its Stock Option Plan
     other  than for  restricted  stock  and  options  issued to  outside  third
     parties. If the Company had elected to recognize compensation expense based
     upon the fair  value at the grant date for  awards  under the Stock  Option
     Plan  consistent  with the  methodology  prescribed  by SFAS No.  123,  the
     Company's  net income and  earnings  per share  would be reduced to the pro
     forma amounts indicated below for the years ended December 31:

                                                    2001        2000
     Net loss
        As reported                          $  (341,834) $ (533,178)
        Pro forma                            $  (350,603) $ (537,563)

     Basic and diluted loss per common share
        As reported                          $     (0.06)  $   (0.11)
        Pro forma                            $     (0.06)  $   (0.11)

     There were no stock options granted in the year ended December 31, 2001.

     For purposes of computing  the pro forma  disclosures  required by SFAS No.
     123, the fair value of each option granted to employees is estimated  using
     the  Black-Scholes  option-pricing  model. The fair value is computed as of
     the date of grant using the following  assumptions  for grants in 2000: (i)
     dividend yield of 0%, (ii) expected volatility of 0%, (iii) weighed-average
     risk-free interest rate of approximately  6.2%, and (iv) expected life of 5
     years.  This option  valuation  model requires  input of highly  subjective
     assumptions.   Because  the   Company's   employee   stock   options   have
     characteristics  significantly  different from those of traded options, and
     because changes in the subjective input  assumptions can materially  affect
     the fair value estimate,  in management's  opinion, the existing model does
     not  necessarily  provide a  reliable  single  measure of fair value of its
     employee stock options.

     The following table summarizes the options outstanding:


                                                                       Weighted-
                                                               Stock     Average
                                                              Option    Exercise
                                                                Plan       Price
                                                         ----------- -----------
     Balance, December 31, 1999                                    -  $        -
        Granted                                              200,000  $     0.25
     Exercised                                               (25,000) $     0.25
                                                         -----------
     Balance, December 31, 2000                              175,000  $     0.25

     Granted in 2001                                         -  0  -         n/a

     Balance, December 31, 2001                              175,000  $     0.25
                                                         ===========
     Exercisable, December 31, 2001                           25,000  $     0.25
                                                         ===========

                                       23
<PAGE>

     There were 800,000 options  available for future grant at December 31, 2000
     under the Company's stock option plan.

     The weighted  average  remaining  contractual  life of options  outstanding
     issued under the stock  option plan is 3.33 years at December 31, 2001.  No
     compensation  expense was  recognized  as a result of the issuance of stock
     options during the year ended December 31, 2000.

     For  options  granted  during the year ended  December  31,  2000 where the
     exercise  price  equaled  the  stock  price at the date of the  grant,  the
     weighted-average   fair   value  of  such   options   was   $0.07  and  the
     weighted-average  exercise price of such options was $0.25. No options were
     granted  during the year ended  December 31, 2000 where the exercise  price
     was greater than the stock price at the date of grant or where the exercise
     price was less than the stock price at the date of the grant.

     NOTE 7 -INCOME TAXES

     The  components of the provision for income taxes for years ended  December
     31, 2001 and 2000 are as follows:

                                                    2001        2000

        Current tax provision (benefit)      $  (142,556) $        -
        Deferred tax provision (benefit)         142,556           -
                                             ----------- -----------
     Total income tax provision (benefit)    $     - 0 -  $    - 0 -
                                             =========== ===========

     The  reconciliation  of the  effective  income  tax  rate  to  the  Federal
     statutory rate is as follows:

        Federal Income Tax Rate                  (34.0)%     (34.0)%
        State income taxes                        (6.0)%
        Valuation allowance                        40.0%       34.0%
                                              =========== ===========
        Effective Income Tax Rate                   0.0%        0.0%
                                             =========== ===========

     At December 31, 2001,  the Company had net operating loss carry forwards of
     approximately $999,000 that expire from 2013 to 2021.  Substantially all of
     the  deferred  income tax asset of $402,000  relates to income tax benefits
     from net operating loss carry forwards.  Because of the current uncertainty
     of realizing the benefits of the tax carry forward,  a valuation  allowance
     equal to the tax benefits for deferred taxes has been established. The full
     realization of the tax benefit  associated  with the carry forward  depends
     predominantly  upon the Company's ability to generate taxable income during
     the carry forward period.

     Deferred tax assets and liabilities reflect the net tax effect of temporary
     differences  between  the  carrying  amount of assets and  liabilities  for
     financial  reporting  purposes  and amounts  used for income tax  purposes.
     Significant components of the Company's deferred tax assets and liabilities
     as of December 31, 2001 and 2000 are as follows:

                                       24
<PAGE>

                                                               2001        2000
        Deferred Tax Assets:                            ----------- -----------
        NET Operating Loss Carry forwards                $   398,000  $  256,000
        Contribution carry forwards                           4,620
        Difference in tax bases of equipment                 (1,200)
        Less:  Valuation Allowance                         (401,420)   (256,000)
                                                        ----------- -----------
        Net Deferred Tax Assets                         $         -  $        -
                                                        =========== ===========

     The Company's valuation  allowance increased by approximately  $146,000 and
     $212,000 during the years ended December 31, 2001 and 2000, respectively.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

     The Company leases its corporate  office under a  non-cancelable  operating
     lease.  Total rent  expense for the years ended  December 31, 2001 and 2000
     was $26,015 and $5,272,  respectively.  Future minimum lease payments under
     non-cancelable operating leases with initial or remaining terms of one year
     or more are as follows:

        Year ending December 31,
        2002                                             $    21,920
        2003                                                  22,412
        2004                                                  15,160
                                                         -----------
                                                         $    59,492
                                                         ===========
NOTE 9 - CAPITAL LEASE

     The Company  leases  certain office  equipment  under a capital lease.  The
     following presents future minimum lease payments under the capital lease by
     year and the present  value of minimum  lease  payments as of December  31,
     2001:

                        Year ended December 31:

        2002                                             $     6,053
        2003                                                   5,189
        2004                                                   5,189
        2005                                                   5,189
        2006                                                   4,323
                                                         -----------
        Total minimum lease payments                          25,943
        Less amount representing interest                 (    4,931)
                                                         -----------
        Present value of minimum lease payments          $    21,012
                                                         ===========

     The Company was delinquent  with the first several  installments  due under
     this lease and is attempting to negotiate a settlement or new payment terms
     with the lessor.


                                       25
<PAGE>

NOTE 10 - BUSINESS SEGMENTS

     The Company presently operates in two business segments, private electronic
     networks for labor unions and integrated  communities.  The Company started
     its  operations  in the  private  electronic  networks  in the  year  ended
     December 31, 2001.  Substantially  all the  operating  information  for the
     years  ended   December  31,  2001  and  2000  related  to  the  integrated
     communities  segment.  Revenue in the year ended December 31, 2001 includes
     $5,207 generated in the private electronic networks segment.

NOTE 11 - CONCENTRATIONS

     All but approximately $5,000 of the revenue for the year ended December 31,
     2001,  was  generated  under one contract  with one customer and 96% of the
     accounts  receivable  balance  at  December  31,  2001,  is due  from  this
     customer.  Due  to  the  nature  of the  Company's  integrated  communities
     business,  there will likely be concentrations  with very few customers and
     contracts.  The Company  cannot assure that future  contracts will generate
     revenue at a level  comparable to that generated in the year ended December
     31, 2001.

NOTE 12- SUBSEQUENT EVENTS

     The Company borrowed an additional $64,500 subsequent to December 31, 2001,
     including borrowing from the Company's CEO of $43,912.

     Item 8. Changes In and  Disagreements  With  Accountants  on Accounting and
     Financial Disclosure

     For the fiscal year ended December 31, 1999 and 1998 and the interim period
     subsequent to December 31, 1999, the firm of Merdinger,  Fruchter,  Rosen &
     Corso, P.C. ("MFRC") served as our auditors.  Effective  February 13, 2001,
     our Board of Directors approved the change of accountants.  On February 13,
     2001, our management dismissed MFRC and engaged Stonefield Josephson,  Inc.
     of Santa Monica, California, as our independent public accountants to audit
     our financial statements for the fiscal year ended December 31, 2000.

     During the period of engagement of MFRC there were no disagreements between
     the us and  MFRC on any  matter  of  accounting  principles  or  practices,
     financial  statement  disclosure,  or auditing  scope or  procedure,  which
     disagreements  (if not  resolved  to the  satisfaction  of MRFC) would have
     caused  MFRC to make  reference  in  connection  with  their  report to the
     subject  matter  of  the  disagreements.  The  accountants'  report  on our
     financial  statements for the fiscal years ended December 31, 1999 and 1998
     did not contain any adverse  opinion or  disclaimer  of opinion and was not
     qualified  or  modified  as to  uncertainty  or audit  scope or  accounting
     principles,  except to express  doubt as to our  ability to  continue  as a
     going concern.

     Item  9.  Changes  in  and  Disagreements  with  Accounting  and  Financial
     Disclosure

     None

                                    PART III

     Item 10.  Directors,  Executive  Officers,  Promoter  and Control  Persons;
     Compliance With Section 16(a) of the Exchange Act

                                       26
<PAGE>

     The following  table sets forth the name, age and position with the Company
     of each officer and director as of the date of this Report.

     Our current directors, executive officers and key employees are as follows:


     Name                     Age    Position
     Jay Budd                 47     Chairman  of the Board and Chief  Executive
                                     Officer

     Robert Lee               36     Director



     During the year ended Dan  Simonetti,  Kevin  Pickard  and  Nicholas  Bartz
     resigned as members of the board of directors.

     Jay H. Budd,  President and CEO, has over 10 years of strategic  consulting
     experience,  including  leading  telecommunications  clients  such  as MCI,
     Northern Telecom, Bell Canada Enterprises,  Erickson,  Turner Broadcasting,
     AEGIS, Royal Bank of Canada, and Hong Kong Shanghai Bank, as well as a host
     of leading cable companies.  Mr. Budd's  consulting  experience has been on
     development of interactive  transaction-based  content  programs  delivered
     both through public access and in-home devices.

     Robert E. Lee, Chief Technology Officer and Director, has more than fifteen
     years of experience  in technology  integration,  product  development  and
     engineering  management.  By  leading  R&D  organizations  in the  design &
     development   of   business-oriented   products   that   utilize   advanced
     communication,  custom  electronic  design &  packaging  and  sophisticated
     software  components,  Mr. Lee has pioneered many leading-edge  interactive
     delivery  technologies.  Credited in  bringing to market the world's  first
     videoconferencing    kiosk,   the   formulation   of   Aegis   Technologies
     award-winning OEM interactive video kiosk product line, and the development
     of an Internet-based interactive video call software utility. Additionally,
     Mr. Lee has directed the  development of an interactive  apartment  network
     incorporating  sleek interactive kiosks,  multi-function  set-top boxes and
     advanced  network  infrastructure,  and  has  authored  several  technology
     patents.  Currently,  Mr. Lee does not spend his full time  working for the
     Company.



     Item 10. Executive Compensation

     The  following  table  sets  forth  the  annual  compensation  paid  to our
     executive officers for the three fiscal years ended December 31, 2001.

 <table>
<caption>
                                                                   Other           Long-term
      Name and                                                     Annual          Compensation
 Principal Position        Year       Salary ($)   Bonus ($)     Compensation        Awards ($)
-------------------------- --------- ------------- ------------- ------------------ -----------------
<S>                          <C>       <C>           <C>            <C>                <C>
Jay Budd                     2001      186,557                   66,500
Chairman of the              2000      180,000        -               -                 -
Board and CEO                1999      180,000(2)     -               -                 -
</table>

                                       27
<PAGE>


     (1)  Mr. Pickard was granted  466,000 shares of the Company's  common stock
          valued at $0.25 per share in May 2000.

     (2)  Of Mr. Budd's  salary of $180,000,  only $158,000 was paid in 1999 and
          of Mr. Pickard's salary of $48,750, only $3,500 was paid in 2000.

     (3)  Consulting fees

     Item 12. Securities Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain  information as of December 31, 2000
     regarding the record and  beneficial  ownership of our common stock by: (i)
     any individual or group (as that term is defined in the federal  securities
     laws) of  affiliated  individuals  or entities who is known by us to be the
     beneficial owner of more than five percent of the outstanding shares of our
     common stock; (ii) each of our executive officers and directors;  and (iii)
     the our executive officers and directors as a group.


Name and Address of                   Number of Shares             Percent
 Beneficial Owner                    Beneficially Owned (1)       of Class (2)
-----------------------          ---------------------------      --------------

Jay Budd                                    3,400,000 (3)              57.05%
8283 North Hayden Road
Suite 250
Scottsdale, AZ  85258

Kevin Pickard                                 466,000                   7.82%
8283 North Hayden Road
Suite 250
Scottsdale, AZ  85258

Robert Lee                                          -                  -
8283 North Hayden Road
Suite 250
Scottsdale, AZ  85258

All directors and officers                  3,866,000                  64.87%
as a group  (3 persons)

______________

* Less than 1%

     (1)  Except as otherwise  indicated,  we believe that the beneficial owners
          of our common stock listed above,  based on  information  furnished by
          such  owners,  have sole  investment  and voting power with respect to
          such shares, subject to community property laws where applicable.

     (2)  The following  percentages  are based upon 5,959,229  shares of common
          stock issued and outstanding at December 31, 2000.

     (3)  Included 3,000,000 owned by the Budd Family Limited  Partnership which
          Mr. Budd claims beneficial ownership.

                                       28
<PAGE>

     Item 13. Certain Relationships and Related Transactions

     At December 31, 2001, the Company's  balance due from the Company's CEO was
     $ 14,239.  This  balance  was  collected  from the  officer  subsequent  to
     December  31, 2001  through  additional  funds loaned to the Company by the
     officer.

     In January 2000, Mr.  Simonetti  purchased  100,000 shares of the Company's
     common stock for $0.25 per share.

     In May 2000, Mr. Pickard was granted 466,000 shares of the Company's common
     stock valued at $0.25 per share.

     In January 2001, Mr. Bartz purchased  30,000 shares of the Company's common
     stock for $0.75 per share.

     During the year ended  December 31, 2000,  the Company paid $12,204 and has
     accrued $20,435 at December 31, 2000 to DynaZign,  Inc. a company  co-owned
     by Mr. Lee who is also a director and officer of the Company.

     Item 14. Exhibits and Reports on Form 8-K

                                  EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 10-KSB or
are incorporated herein by reference:

Exhibit         Description
3.1.1           Articles of Incorporation (1)
3.1.2           Amended Articles of Incorporation (1)
3.2             Bylaws (1)
10.1            Lock-up agreement with Hagit Bernstein (1)
10.2            Lock-up agreement with Raphi Shram (1)
10.3            Lock-up agreement with Naomi Shram (1)
10.4            Stock Purchase Agreement and Plan of Reorganization (2)
21.1            Subsidiaries of Registrant (F)


(1)  Incorporated  by reference to the  Exhibits to the  Registration  Statement
     filed by the Registrant on Form 10SB dated March 1, 2000.

(2)  Incorporated  by reference  to the Exhibits to the Current  Report filed by
     the Registrant on Form 8-K/A dated December 11, 2000.

F    Filed herewith

Reports filed on Form 8-K

On December 11, 2000, the Company filed an amended Form 8-K for the  acquisition
of Smartdotcom, Inc. on June 30, 2000.

                                   SIGNATURES

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


                                                  TEL-VOICE COMMUNICATIONS, INC.

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

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

       Signature                   Title                            Date

    /s/ JAY BUDD
-------------------------
        Jay Budd                  Chairman of the Board and CEO      May 8, 2002

    /s/ ROBERT LEE
--------------------------
        Robert Lee                 Director                          May 8, 2002


                                       29
<PAGE>