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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                    000-29743
                            (Commission file number)

                         HOME SERVICES INTERNATIONAL INC
        (Exact name of small business issuer as specified in its charter)

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

      7373 E. DOUBLE TREE RANCH ROAD, SUITE 200, SCOTTSDALE, ARIZONA 85258
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  866-864-6638
                           (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. [ ]

Revenue for the year ended December 31, 2002:  $71,266

There is a limited trading market for the registrant's  Common Stock. There were
2,002,908  shares of Common  Stock,  and 250,000  shares of class "A"  preferred
stock issued and outstanding as of April 28, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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

                                       1
<PAGE>


                                     PART I

This Annual Report on Form 10-KSB 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.
Smartdotcom,  Inc.  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 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 of Discontinued Business

In December  2002,  the Company  determined  it would abandon its efforts of its
only operating business segment.

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

We  were  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.

1-866-UNIONET
-------------

1-866-Unionet  was our  private  network,  customized  for 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 advertising dollars.  This model is representative of all our solutions,
including  our  integrated   communities,   business  networks,  and  all  other
subscriber groups.

We intended to develop the subscriber base from within the union membership,  we
will utilize the SmartFone and other interactive  devices to connect subscribers


                                       2
<PAGE>

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.   1-866-Unionet's  network  design  offered  cost  effective
scalable services. Unions and labor organizations were to have a financial stake
in their own technology solution.

Overview of New Business

Because  the  Company has  determined  that it will exit the  telecommunications
business, we have developed a new business plan to become a provider of services
to home buyers.

Home Services International Inc. (HSVI) intends to act as a holding company for
service businesses related to the home building and home buying that want to
expand into national markets. HSVI intends to acquire, joint venture and develop
such businesses. Businesses that we intend to explore including mortgage
broking, mortgage originations and lending, construction lending and other
services that would benefit propsective home buyers.

HSVI will have 2 roles in the joint ventures or aquisitions:

     1.   To act as the financing  intermediary between the business's that have
          adpoted the HSVI program.

     2.   To distribute the interest earnings and profits to the shareholder who
          have provided the financing.


HSVI will have minimal infrastructure

The  corporate  offices  of HSVI  will not  require  a large  infrastructure  or
overhead  to operate  this  business:

     o    each  business unit will be trained to operate  independently,  except
          for the financing

     o    the JV partners will have the  responsibility to manage and coordinate
          the business unit relationship

This feature of the business means most of the revenues generated will result in
high profit margins and cash flow can be distributed back the the  shareholders.
The  first  phase of this will be to pay  dividends  directly  on the  preferred
shares we intend to issue in raising capital.

Employees

As of April 30, 200, we employee 1 full time individual.


Item 2. Description of Property

We lease our  principal  executive  office,  which is located in a shared office
facility in Scottsdale, Arizona at an annual rent of $1,500. This lease is month
to month


Item 3. Legal Proceedings

The  Company  is  involved  in pending  litigation  with two  parties  The first


                                       3
<PAGE>

involves a claim of $10,000 for non-payment  for services.  The other is a claim
of $61,000  for alleged  breach of  contract.  The  Company has accrued  $64,500
related to these  matters at December 31, 2002.  However,  the Company  believes
that it has agreed to a  settlement  on one such matter and it intends to defend
and has filed counter claims on the other.

The Company has accrued  $36,800  related to the  abandoned  office  lease.  The
former  landlord  has filed a claim  against the Company.  However,  the Company
believes that it will be successful  in settling this  obligation  for an amount
less that what is accrued.

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

No matter was submitted to a vote of security  holders during the fourth quarter
of the year ended December 31, 2002.


                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters

The  Company's   common  stock  under  the  registered  name  of  Home  Services
International,  Inc.  was first  quoted in June of 2002,  and now  trades on the
Over-the-Counter ("OTC") Bulletin Board under the symbol "HSVI".

Set forth below are the high and low  closing  prices for the  Company's  common
stock as reported on the OTC Bulletin Board for the last four quarters:

        Quarter Ended                       High            Low
        -------------                       ----            ---
        December 31, 2002                  $0.17           $0.02
        September 30, 2002                 $1.00           $0.06
        June 30, 2002                      $1.00           $1.00
        March 31, 2002                       n/a             n/a


The above quotations  represent  inter-dealer  quotations without retail markup,
markdown or commissions and may not represent actual transactions.


Record Holders

As of April 28, 2003 we had 105 shareholders of record.

Dividends

We has never declared or paid any cash dividends on our common stock. 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.

RECENT  SALES OF  UNREGISTERED  SECURITIES;  USE OF PROCEEDS  FROM  UNREGISTERED
SECURITIES

Sale of Common Stock . On or about July 18, 2002, the Company sold,  pursuant to
a private placement,  42,570 shares of pre-reverse split restricted common stock
of the  Company  without  registration  under the  Securities  Act of 1933.  The
Company  sold the 42,750  shares at a purchase  price of $0.75 per share.  There


                                       4
<PAGE>

were no  underwriters  involved  in the  offering  and the  securities  were not
publicly  offered for sale. The securities were sold to "accredited  investors,"
as defined in  Regulation D of the  Securities  Act. The shares were sold to one
individual  for cash,  for a total  offering  price of  $31,937.  There  were no
underwriting discounts or commissions in connection with the Private Placement.

The proceeds from the Private  Placement were used by the Company for funding of
general corporate purposes.


Item 6. 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, 2002 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.

In December of 2002, the Company  determined  that its business plan of becoming
an all-inclusive  telecom,  messaging and  communications  provider would not be
successful.  We therefore have wound down those operations and are now searching
for new  business  ventures.  We have  incurred net losses of  $2,364,460  since
inception.

In December of 2002, TVCM reorganized,  to become a "home services  provider" to
attract  investors and  customers.  The Company  intends to become a provider of
services  to  home  buyers.  Our  services  will  include  design,  construction
management  and financing  for  individuals  building  their own custom home. We
intend to raise  capital in order to broker and originate  residential  mortgage
loans.

The  Company  issued   "stock-for-debt"  and  rolled  back  the  share  issuance
outstanding 28.9 to 1.

Tel-Voice Communications, Inc., now know as Home Services International Inc., is
postured to grow and attract  investment  thus allowing the company to meet it's
obligations and provide increased shareholder value.

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

Because  the  Company has  determined  that it will exit the  telecommunications


                                       5
<PAGE>

business, we have developed a new business plan to become a provider of services
to home buyers

The Company intends to assemble a management team that will include  experienced
managers in the fields of  telecommunications,  technology,  home  building  and
construction,  franchise  sales and  marketing,  and  finance.  The  Company  is
presently  seeking  acquisition  targets that will provide  synergies within the
complete process of acquiring land, construction and financing of new homes.

We may be able to be duplicate these in a  franchise-type  manner,  so that HSVI
can create EBU's  (Entrepreneurial  Business  Units) in several  other cities or
communities.  Any  acquisition  target must be in the "home  service"  field and
provide a product or service to a home-owner.

Results of Operations

Year ended December 31,  2002 vs. December 31, 2001
---------------------------------------------------

Revenue for the year ended December 31, 2002 was $71,266  compared to $1,093,590
for the year ended December 31, 2001. All of the 2002 revenue was generated from
the 1-866-UNIONET  service compared with substantially all revenue in 2001 being
generated from the La Jolla installation contract. The Company ceased generating
revenue in September 2002.

General  and  administrative  expenses  for the year  ended  December  31,  2002
increased by $309,338 or 100% from $933,027 for the year ended December 31, 2001
to $1,242,365.  The increase is principally due increased consulting expenses as
the  Company  explored  moving  into  other  businesses.   The  Company  accrued
approximately  $100,00  relative to costs  associated  with exiting its existing
business lines. The Company also incurred higher  professional  fees as a result
of winding down its business lines and seeking new business ventures.

Interest  expense for the year ended December 31, 2002 increased by $51,980 from
$39,755 for the year ended  December  31, 2001 to $91,735.  The  increase is due
primarily to the amortization of $59,000 of the discount on notes payable.

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. 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


                                       6
<PAGE>

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.

Liquidity and capital resources

The  Company  has  incurred  additional  deficits  in cash flow  from  operating
activities.  The Company has begun the process of a preferred  share offering to
raise capital for mortgage and construction  loan financing for its intended new
business  line.  The Company is  attempting  to negotiate  settlements  with its
creditors  for  obligations  incurred  in its  former  operations.  The  Company
believes that these  creditors  will settle a majority of these  obligations  in
exchange for shares of its common stock.  The Company  believes  that  creditors
with  obligations  totaling  approximately  $250,000  of the  $506,735  in notes
payable  outstanding  at December  31, 2002 have agreed in concept to accept the
Company's  offer.  The  Company  must  address  accrued  payroll and payroll tax
liabilities  and trade  payable  obligations  to  successfully  restructure  the
Company's  obligations.  There can be no  assurances  that the  Company  will be
successful in doing so.

Forward looking statements

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Stockholders are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the ability of us develop our  technology  and execute our business
plan.  Although  we  believe  the  assumptions  underlying  the  forward-looking
statements  contained  herein are reasonable,  any of the  assumptions  could be
inaccurate,  and therefore,  there can be no assurance that the  forward-looking
statements contained in the report will prove to be accurate.

Off  balance  sheet  arrangements

The Company's  liquidity has not dependent upon off balance sheet  transactions.
For the year ended  December  31,  2002,  the  Company did not engage in any off
balance sheet transactions.


                                       7
<PAGE>

Item 7.  Financial Statements



                HOME SERVICES INTERNATIONAL, INC. AND SUBSIDIARY


                        CONSOLIDATED FINANCIAL STATEMENTS


                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                TABLE OF CONTENTS


                                                                        PAGE (S)

INDEPENDENT AUDITORS' REPORT                                                   9

CONSOLIDATED BALANCE SHEETS                                                   10

CONSOLIDATED STATEMENTS OF OPERATIONS                                         11

CONSOLIDATED STATEMENTS OF CASH FLOWS                                         12

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY                            13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                 14-27


                                       8
<PAGE>


                        INDEPENDENT ACCOUNTANTS' REPORT




To the Stockholders and Board of Directors of
         Home Services International, Inc.:

We have audited the  accompanying  consolidated  balance  sheet of Home Services
International,  Inc.  as of  December  31,  2002  and the  related  consolidated
statements of operations,  stockholders'  deficit and cash flows for each of the
two years in the period ended December 31, 2002.  These  consolidated  financial
statements  are  the  responsibility  of  Home  Services  International,  Inc.'s
management.  Our  responsibility  is to express  an  opinion on these  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
financial  statement  presentation.  We believe 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 Home  Services
International  as of December 31, 2002,  and the results of its  operations  and
cash flows for each of the two years in the period ended  December 31, 2002,  in
conformity with accounting  standards generally accepted in the United States of
America.

As disclosed in Note 1, the accompanying financial statements have been prepared
assuming  that the Company  will  continue as a going  concern.  The Company has
experienced  material  operating losses and had a net working capital deficiency
of $1,134,199 at December 31, 2002.  Management is seeking equity capital and is
implementing  a  business  plan  that it  believes  will  result  in  profitable
operations.  There can be no assurances that the Company will obtain  sufficient
capital or that operations will become  profitable.  These and other  conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The accompanying  financial  statements do not include any adjustments
that might be  necessary  should the  Company be unable to  continue  as a going
concern.



/s/  EPSTEIN, WEBER & CONOVER, PLC
----------------------------------
     Scottsdale, Arizona
     April 23, 2003


                                       9
<PAGE>




                        HOME SERVICES INTERNATIONAL, INC.

                                  BALANCE SHEET
                                  -------------
                             As of December 31, 2002

                                     ASSETS
                                     ------
<table>
<caption>
CURRENT ASSETS
<S>                                                                       <C>
   Cash and equivalents                                             $      1,266
                                                             -------------------
      Total current assets                                                 1,266
                                                             -------------------

PROPERTY & EQUIPMENT
   Computers & Equipment
      (net of accumulated depreciation of $9,510)                          7,875
                                                             -------------------

OTHER ASSETS                                                              14,111
                                                             -------------------

         Total assets                                               $     23,252
                                                             ===================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable                                                 $    492,541
   Interest payable                                                       26,105
   Accrued liabilities                                                    82,621
   Due to shareholder                                                     27,463
   Notes payable                                                         506,735
                                                             -------------------
      Total current liabilities                                        1,135,465
                                                             -------------------

STOCKHOLDERS' DEFICIT
   Common stock, $.001 par value, 75,000,000
     shares authorized, 285,637 shares
     issued and outstanding                                                  286
   Additional paid-in capital                                          1,251,961
   Accumulated deficit                                                (2,364,460)
                                                             -------------------
      Total stockholders' deficit                                     (1,112,213)
                                                             -------------------
         Total liabilities and stockholders' deficit                $     23,252
                                                             ===================
</table>

                 See accompanying notes to financial statements.

                                       10
<PAGE>

                        HOME SERVICES INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS
                            ------------------------
                 For the years ended December 31, 2002 and 2001
<table>
<caption>

                                                      2002               2001
<S>                                                   <C>                <C>
NET SALES                                        $          -       $          -

COST OF REVENUE                                             -                  -

                                            -----------------  -----------------
   GROSS PROFIT                                             -                  -
                                            -----------------  -----------------

GENERAL AND ADMINISTRATIVE EXPENSES                    75,365            164,231

                                            -----------------  -----------------
   LOSS FROM OPERATIONS                               (75,365)          (164,231)
                                            -----------------  -----------------

INTEREST EXPENSE                                       91,735             39,755

                                            -----------------  -----------------
   LOSS BEFORE DISCONTINUED OPERATIONS
      AND INCOME TAXES                               (167,100)          (203,986)
                                            -----------------  -----------------

INCOME TAX PROVISION                                        -                  -
                                            -----------------  -----------------

   LOSS FROM CONTINUING OPERATIONS                   (167,100)          (203,986)
                                            -----------------  -----------------

LOSS FROM DISCONTINUED OPERATIONS:
   Loss from operations of discontinued
      segment, no income tax effect                (1,032,864)          (137,848)
   Loss on abandonment of discontinued
      segement, no income tax effect                  (38,297)
                                            -----------------  -----------------
      Total discontinued operations                (1,071,161)          (137,848)
                                            -----------------  -----------------

NET LOSS                                         $ (1,238,261)      $   (341,834)
                                            =================  =================

BASIC NET LOSS PER COMMON SHARE
   Continuing operations                         $      (0.74)      $      (1.00)
   Discontinued operations                              (4.74)             (0.68)
                                            -----------------  -----------------
                                                 $      (5.48)      $      (1.68)
                                            =================  =================

DILUTED NET LOSS PER COMMON SHARE
   Continuing operations                         $      (0.74)      $      (1.00)
   Discontinued operations                              (4.74)             (0.68)
                                            -----------------  -----------------
                                                 $      (5.48)      $      (1.68)
                                            =================  =================

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING         225,924            202,976
                                            =================  =================
</table>

                See accompanying notes to financial statements.

                                       11
<PAGE>


                        HOME SERVICES INTERNATIONAL, INC.

                            STATEMENTS OF CASH FLOWS
                            ------------------------
                        For the years ended December 31,
<table>
                                                                         2002                    2001
<S>                                                                      <C>                     <C>
OPERATING ACTIVITIES:
 Net loss                                                           $ (1,238,261)           $   (341,834)
   Adjustments to reconcile net loss to cash used
     by operating activities:
     Loss from discontinued operations                                 1,130,161                 137,848
     Depreciation and amortization                                         6,252                   4,090
     Issuance of common stock for services performed                     195,750                       -
     Amortization of debt discount                                        59,000                  29,500
     Note payable issued for services rendered                                                    82,021
     Changes in assets and liabilities:
        (Increase) Decrease in other assets                                   96                 (14,207)
        (Increase) Decrease in due to shareholder                         54,855                (159,815)
        Increase in interest payable                                      35,648                   5,922
        Increase in accounts payable and accrued liabilities             216,237                  44,263
                                                            --------------------    --------------------
        Cash provided from (used) by continuing operations               459,738                (212,212)
        Cash used in discontinued operations                            (686,328)               (153,677)
                                                            --------------------    --------------------
                Net cash (used) by operating activities                 (226,590)               (365,889)
                                                            --------------------    --------------------

INVESTING ACTIVITIES:
   Purchase of computer equipment and furniture                           (2,000)                (50,324)
                                                            --------------------    --------------------
                Net cash (used) by investing activities                   (2,000)                (50,324)
                                                            --------------------    --------------------

FINANCING ACTIVITIES:
   Proceeds from notes payable                                           238,577                 384,500
   Issuance of common stock for cash                                      31,937                 140,000
   Principal payments on notes payable                                   (54,502)                (95,900)
                                                            --------------------    --------------------
                Net cash provided by financing activities                216,012                 428,600
                                                            --------------------    --------------------

CHANGE IN CASH AND EQUIVALENTS DURING PERIOD                             (12,578)                 12,387
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                                 13,844                   1,457
                                                            --------------------    --------------------
CASH AND EQUIVALENTS, END OF PERIOD                                 $      1,266            $     13,844
                                                            ====================    ====================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest                                                      $          -            $      3,667

NONCASH INVESTING AND FINANCING ACTIVITIES:
   Issuance of common stock for services                            $    195,750            $          -
   Issuance of common stock for debt conversion                     $    173,996            $      5,000
   Issuance of common stock for accounts payable conversion         $    145,317            $          -
   Acquisition of equipment under a capital lease                                           $     21,012
   Notes payable issued for services rendered                                               $     82,021
</table>
                 See accompanying notes to financial statements.

                                       12
<PAGE>

                           HOME SERVICES INTERNATIONAL

                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                       -----------------------------------
<table>
<caption>
                                                                                     Additional
                                                            Common Stock              Paid-in         Accumulated
                                                        Shares         Amount         Capital           Deficit             Total
                                                 --------------  ------------  ---------------  -----------------  -----------------
<S>                                                      <C>           <C>              <C>                <C>                <C>
BALANCE, DECEMBER 31, 2000                             199,512         $ 200        $ 471,546         $ (784,365)        $ (312,619)

   Common Stock Issued for Cash                          6,459             6          139,994                               140,000

   Conversion of Debt to Common Stock                      231             0            5,000                                 5,000

   Value of Warrants Issued with Debt                                                  88,500                                88,500

   Net Loss                                                                                             (341,834)          (341,834)

                                                 --------------  ------------  ---------------  -----------------  -----------------
BALANCE, DECEMBER 31, 2001                             206,202           206          705,040         (1,126,199)          (420,953)

   Common Stock Issued for Cash                          1,473             1           31,936                                31,937

   Conversion of Debt to Common Stock                   29,013            29          173,967                               173,996

   Common Stock Issued for Services                     26,125            26          195,724                               195,750

   Conversion of Accounts Payable for Common Stock      22,824            23          145,294                               145,317

   Net Loss                                                                                           (1,238,261)        (1,238,261)

                                                 --------------  ------------  ---------------  -----------------  -----------------
BALANCE, DECEMBER 31, 2002                             285,637         $ 286       $1,251,961        $(2,364,460)       $(1,112,213)
                                                 ==============  ============  ===============  =================  =================
</table>
                 See accompanying notes to financial statements.

                                       13
<PAGE>


                        HOME SERVICES INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001






NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIGICANT ACCOUNTING POLICIES

Background and Nature of Business

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  determined in December 2002 to abandon its only operating  business
segment which involved 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 also  abandoned  its  1-866-Unionet
network.   These  business   components  have  been  presented  as  discontinued
operations for the years ended December 31, 2002 and 2001.

Basis of Presentation

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
adopted a year-end of December 31.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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 revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

Going Concern Uncertainty

The  accompanying  financial  statements  have been prepared in conformity  with


                                       14
<PAGE>

accounting principles 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.
The Company has abandoned it's only operating business segment and is attempting
to raise  capital  seek  acquisition  targets and commence  operations  in a new
business segment. There are no assurances that the Company will be successful in
any of  these  endeavors.  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.

Discontinued Operations

The Company  discontinued its operations of electronic networks for labor unions
and integrated  communities  on December 1, 2002.  The Company  intends to enter
into new businesses through acquisitions.

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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.

Fair Value of Financial Instruments

The  carrying  amount of cash,  accounts  payable,  notes  payable  and  accrued
liabilities, as applicable, approximates fair value due to the short term nature
of these items.


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, 2002.

Revenue

Revenue had primarily  consisted 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


                                       15
<PAGE>

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 s
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.

The Company also  generated  revenue  from its  1-866-Unionet  private  network.
Revenue was recognized  through customer  subscription of pager use. The Company
recognized revenue monthly in the period in which the service was provided.

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.

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 10,669  stock  options and
warrants  outstanding  that  would  affect  loss per  share  if they  were to be
dilutive.  As of  December  31,  2002,  there  were no stock  options  and 7,497
warrants outstanding.

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 with 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.

                                       16
<PAGE>

Advertising

The  Company  expenses  advertising  costs  as  incurred.  The  Company  had  no
advertising expense in the year ended December 31, 2002.


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 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.

                                       17
<PAGE>

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
With Exit or Disposal Activities".  This Standard requires costs associated with
exit  or  disposal  activities  to be  recognized  when  the are  incurred.  The
requirements of SFAS No. 146 apply prospectively after December 31, 2002, and as
such,  the Company cannot  reasonably  estimate the impact of adopting these new
rules.

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.

Due to/from officer  represents  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, 2002, the Company paid a salary to its CEO of
$40,864.  The CEO waived the  remaining  unpaid  portion of his $180,000  annual
salary.  In addition,  in 2002, the CEO advanced $87,300 as notes payable to the
Company and was repaid  $4,200.  In the year ended  December 31,  2002,  the CEO
received 15,744 shares of common stock as repayment of $81,900 in notes payable.
The CEO paid expenses on behalf of the Company of $50,182.

In addition the Company paid automobile  expenses of $4,546 and $7,300 on behalf
of the CEO in the years ended December 31, 2002 and 2001 respectively.

At December 31,  2002,  the  Company's  balance due to the  Company's  CEO was $
27,463

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.

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, 2002 comprise the following:

Notes payable - stockholders at December 31, 2002 represent loans
made by minority  stockholders.  The notes bear interest at 0% to
8% per annum and are due from January  2003 and on demand.  Notes
are  collateralized  by  substantially  all of the  assets of the
Company                                                                 $250,000

Notes payable to  individuals,  interest at 8% per annum,  due on
demand, and unsecured.                                                  $256,735

Total notes payable                                                     $506,735


The Company granted warrants in connection with the debt financing raised in the
year ended December 31, 2001.  There were 5,190 warrants  issued to purchase the


                                       18
<PAGE>

Company's  common  stock at $28.90 per share.  The Company  determined  the fair
value of the  warrants to be $17.05 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.  The discount was amortized over
the  18-month  term of the notes.  At December  31,  2002,  the amount was fully
amortized and charged to interest expense

NOTE 4 - STOCKHOLDERS' DEFICIENCY

Subsequent to December 31, 2002, the Company declared a 1 for 28.9 reverse stock
split.  The number of shares  presented in these  financial  statements has been
retroactively restated for all periods to reflect this reverse stock split.

During the year ended  December 31, 2002,  the Company  placed 867,225 shares of
its common stock in an escrow account. These shares are contingently issuable as
they  are to be  issued  to  creditors  as part of a plan to  negotiate  Company
obligations  through  an  intermediary.  The  Company  is  attempting  to settle
obligations  by  negotiating  with  creditors  to take  Company  common stock as
payment for the obligations. As of December 31, 2002, the Company had not issued
any of these shares to creditors.

During the year ended  December 31, 2002, the Company issued 1,473 shares of its
common stock for cash at $21.68 per share.

Also during the year ended  December 31, 2002,  the Company  converted  debt and
trade accounts payable of $319,313 for 51,837 shares of its common stock.

During the year ended  December 31, 2001, the Company issued 6,459 shares of its
common  stock  for  cash  at  $21.68  per  share.   In  connection   with  these
transactions, the Company granted 2,307 warrants to purchase the Company's stock
at $21.68 per share.  The warrants  expire five years from the date of issuance.
Also,  5,190  warrants were issued at $28.90 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.

The Company  issues its common stock from time to time to  compensate  employees
and consultants as consideration for services rendered.  These shares are valued
at the trading  value on the date of grant.  During the year ended  December 31,
2002, the Company issued 26,125 shares of its common stock valued at $195,750.


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 of 3 years. Depreciation expense for the year ended December
31, 2002 was $16,252.

Property and equipment consisted of the following at December 31, 2002:


Office and computer equipment              $   17,385

Less accumulated depreciation                 ( 9,510)
                                           ----------
Furniture and equipment, net               $    7,875
                                           ==========

                                       19
<PAGE>

NOTE 6 - STOCK OPTIONS

On May 1, 2000 the Company  reserved for issuance an aggregate of 34,602  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:


Net loss
As reported                                        $  (341,834)
Pro forma                                          $  (350,603)

Basic and diluted loss per common share
As reported                                        $     (1.68)
Pro forma                                          $     (1.72)

There were no stock  options  granted nor was there any pro forma  effect of the
vesting of options  granted in previous  periods in the year ended  December 31,
2002.

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 of
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, 2000             6,055     $     0.25

   Granted in 2001                        - 0 -           n/a

   Balance, December 31, 2001             6,055     $     0.25

   Forfeited                             (6,055)    $     0.25

   Outstanding, December 31, 2002         - 0 -            n/a
                                       =======================

                                       20
<PAGE>

There were 27,682 options  available for future grant at December 31, 2002 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
years ended December 31, 2002 or 2001.


NOTE 7 -INCOME TAXES -

The  components of the  provision for income taxes for years ended  December 31,
2002 and 2001 are as follows:

                                                2002               2001
                                                ----               ----
     Current tax provision (benefit)       $  (485,722)       $  (142,556)
     Deferred tax provision (benefit)          485,722            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:

                                             2002                    2001
                                             ----                    ----
     Federal statutory rates          $ (421,009)  (34)%     $ (116,224)  (34)%
     State income taxes                  (74,296)   (6)%        (20,510)   (6)%
     Valuation allowance for
       operating loss carryforwards      493,046     40%        146,250     43%
     Other                                 2,258      -%         (9,516)   (3)%
                                     ----------------------------------------
       Effective rate                 $    (-0-)  (-0-)%     $    (-0-)  (-0-)%
                                    =========================================

At December  31,  2002,  the Company had net  operating  loss carry  forwards of
approximately $2,213,000 that expire from 2013 to 2022. Substantially all of the
deferred  income tax asset of $898,000  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 at December 31,
2002 are as follows:

                                       21
<PAGE>

         Contributions carryforwards                                  $   6,744
         Differences in book/tax bases of accrued compensation            6,000
         Net operating loss carryforwards                               885,460
                                                                      ---------
                      Deferred income tax asset                         898,204
                  Less:  valuation allowance                           (896,204)
                                                                      ---------
         Total deferred income tax asset                                  2,000

         Deferred income tax liability related to
           book/tax differences in bases of property and equipment     (  2,000)
                                                                      ---------
                  Net deferred income tax asset                        $    -0-
                                                                      =========

The  Company's  valuation  allowance  increased  by  approximately  $493,000 and
$146,000 during the years ended December 31, 2002 and 2001, 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, 2002 and 2001 was $58,000
and $26,015,  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,
2003                                   $    50,604
2004                                        16,992
                                       -----------
                                       $    67,596
                                       ===========

The  Company  is  involved  in pending  litigation  with two  parties  The first
involves a claim of $10,000 for non-payment  for services.  The other is a claim
of $61,000  for alleged  breach of  contract.  The  Company has accrued  $64,500
related to these  matters at December 31, 2002.  However,  the Company  believes
that it has agreed to a  settlement  on one such matter and it intends to defend
and has filed counter claims on the other.

The Company has accrued  $36,800  related to the  abandoned  office  lease.  The
former  landlord  has filed a claim  against the Company.  However,  the Company
believes that it will be successful  in settling this  obligation  for an amount
less that what is accrued.

NOTE 9 - CAPITAL LEASE

The  Company  leases  certain  office  equipment  under a  capital  lease.  This
equipment was  repossessed  for non payment in the year ended December 31, 2002.
At that time, all payments were  accelerated and certain  interest and financing
charges were added to the amount due in accordance with the lease agreement. The
total  amount due at December  31,  2002 under this  agreement  is $42,770.  The
Company  recognized  a loss  on this  event  of  $26,660  and is  attempting  to
negotiate a settlement with the lessor.

NOTE 10 - BUSINESS SEGMENTS

The Company operated in one business segment,  private  electronic  networks for
labor  unions.  The Company  started its  operations  in the private  electronic


                                       22
<PAGE>

networks in the year ended  December 31, 2001.  Substantially  all the operating
revenue for the years ended December 31, 2002 and 2001 related to the electronic
network for labor unions segment.  The Company ceased  operating in this segment
in December 2002.

NOTE 12 - DISCONTINUED OPERATIONS

In the year ended  December  31,  2002,  the  Company  determined  that it would
abandon its operations  electronic network for labor unions segment. At December
31, 2002, the Company had no operating segments.

<table>
<caption>
   ------------------ ----------------- ------------- ------------------ --------------- ---------------
             <S>            <C>               <C>            <C>                <C>             <C>
                                          Remaining                        Revenues for    Revenues for
                                           Assets         Remaining      the year ended   the year ended
                                        at December      Liabilities        December        December
      Segment           Method of        31, 2002      at December 31,       31, 2002        31, 2002
    Identification      Disposal                             2002
   ------------------ ----------------- ------------- ------------------ --------------- ---------------

   ------------------ ----------------- ------------- ------------------ --------------- ---------------
    Electronic
    network for        Abandonment           NONE          $ 534,193            $ 71,266     $ 5,207
    labor unions
   ------------------ ----------------- ------------- ------------------ --------------- ---------------
</table>

The Company  recognized  a total loss on the  abandonment  of assets,  primarily
office  equipment,  of  $38,297.  There are certain  liabilities  related to the
abandonment of the office lease and equipment  lease that have been  accelerated
to recognize the obligations under those agreements as of December 31, 2002. The
effect of  accelerating  these  liabilities  resulted in accruing an  additional
$36,800 for the office lease and  recognizing a loss of $26,660 on the equipment
lease.  The Company also has accrued payroll and payroll taxes of  approximately
$52,000 at December 31, 2002.


NOTE 12- LOSS PER SHARE

Outstanding options and warrants were not considered in the calculation for
diluted earnings per share for the years ended December 31, 2002 and 2001
because the effect of their inclusion would be antidilutive.

                                       23
<PAGE>

<table>
<caption>
                                                   2002                           2001
                                                             Per                             Per
                                         Loss     Shares   share        Loss     Shares    share
   <S>                                  <C>        <C>      <C>        <C>       <C>       <C>
   Net (Loss)                     $(1,238,261)                     $(341,834)
   Discontinued operations          1,071,161                        137,848
                                  -----------                    -----------
   Continuing operations             (167,100)                      (203,986)
                                  -----------                    -----------
   Basic Loss Per Share

   Loss available to common
   stockholders                   $  (167,100)   225,924  $(0.74)  $(203,986)   202,976   $(1.00)

   Effect of dilutive securities        N/A                            N/A

   Diluted Loss Per Share                                 $(0.74)                         $(1.00)

</table>

Warrants  and options to purchase  7,497 and 10,669  shares of common stock were
outstanding  and excluded  from the loss per share  calculation  at December 31,
2002 and 2001 respectively.

NOTE 12 - SUBSEQUENT EVENTS

The Company declared a 1 for 28.9 reverse stock split subsequent to December 31,
2002.

Subsequent to December 31, 2002, the Company has entered into  negotiations with
several operating business to merge with the Company.  However,  the Company has
not yet consummated a merger or acquisition.

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

In July 2002 the  Board of  Directors  approved  a change  of  accountants  from
Stonefield Josephson to Epstein Weber and Conover.



                                    PART III

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

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.

                                       24
<PAGE>

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





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, 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.


None of our  directors,  executive  officers or key  employees is related to any
other of our directors, executive officers or key employees.

Pursuant to Section 16 (a) of the Securities Exchange Act of 1934, and the rules
issued  thereunder,  our directors  and executive  officers are required to file
with the  Securities  and Exchange  Commission  and the National  Association of
Securities Dealers, Inc. reports of ownership and changes in ownership of common
stock and other equity  securities  of the  Company.  Copies of such reports are
required to be  furnished  to us. Based solely on a review of the copies of such
reports furnished to us, or written  representations  that no other reports were
required,  we believe that,  during our fiscal year ended December 31, 2000, all
of our  executive  officers and  directors  complied  with the  requirements  of
Section 16 (a).


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, 2002.

                                       25
<PAGE>

<table>
<caption>
                                                              Other          Long-term
  Name and                                                   Annual         Compensation
Principal Position         Year     Salary ($)  Bonus ($)   Compensation      Awards ($)
----------------------------------------------------------------------------------------
<S>                         <C>        <C>         <C>          <C>             <C>
Jay Budd                   2002      30,000         -          15,410            -
Chairman of the            2001     186,557         -          66,500            -
Board and CEO              2000     180,000         -             -              -
</table>

(1)  Mr.  Budd's  stated  salary for 2002 was  $180,000.  Mr. Budd has agreed to
     waive all unpaid salary for the year ended December 31, 2002.

ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS OF THE COMPANY

During the year ended  December  31, 2002,  the Board of  Directors  met two (2)
times  and held one (1)  meeting  via  unanimous  consent  in lieu of a  special
meeting.  A  majority  of  the  directors  was  present  at  each  meeting,  all
constituting a quorum. In addition to regularly scheduled meetings,  a number of
Directors  were  involved  in numerous  informal  discussions  with  management,
offering advice and suggestions on a broad range of corporate matters.


Item 11. Securities Ownership of Certain Beneficial Owners and Management

The  following  table sets forth  certain  information  as of December  31, 2002
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                                      117,647 (3)              41.19%
8283 North Hayden Road
Suite 250
Scottsdale, AZ  85258

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

All directors and officers                    117,647                  41.19%
as a group  (1 person)

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


(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 285,637  shares of common stock
     issued and  outstanding at December 31, 2002. The number of shares has been


                                       26
<PAGE>

     retroactively adjusted for the 1 for 28.9 reverse stock split that occurred
     in January of 2003.
(3)  Included  3,000,000 owned by the Budd Family Limited  Partnership which Mr.
     Budd claims beneficial ownership.

Item 12.  Certain Relationships and Related Transactions

The CEO advanced  $87,300 as notes payable to the Company and was repaid $4,200.
In the year ended  December 31, 2002,  the CEO received  15,744 shares of common
stock as repayment of $81,900 in notes payable.  The CEO paid expenses on behalf
of the Company of $50,182.

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.

Item 13.  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)
99.1            Certification

(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 July 19th, 2002 the company filed an 8-K announcing the change of accountants
from Stonefield Josephson to Epstein Weber and Conover.

On September  23rd 2002,  the company filed an 8-K announcing the issue of stock
for debt.

On  September  27th 2002 the  company  filed an 8-K  announcing  it's  change in
address .

On December 16th and 17th  respectively,  the company filed and 8-K and an 8-K/A
announcing a share for debt issuance to 73 companies,  and an updated  number of
issued and outstanding shares. The number of outstanding shares was corrected in
the amended filing.


                                       27
<PAGE>

Item  14  -  Controls  and  Procedures
--------------------------------------

     As required by Rule 13a-14 under the Exchange Act,  within 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive  Officer.  Based upon that  evaluation,  the Company's Chief Executive
Officer  concluded  that the Company's  controls and  procedures  are effective.
There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date the Company carried out this evaluation.

     Disclosure  controls and procedures are controls and other  procedures that
are  designed  to  ensure  that  information  required  to be  disclosed  in the
Company's  reports  filed or  submitted  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include controls and procedures  designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive   Officer  as  appropriate,   to  allow  timely  decisions   regarding
disclosures.

     The Company has confidence in its internal  controls and procedures and has
expanded  its efforts to develop and improve  its  controls.  Nevertheless,  the
Company's  management,  including the Chief Executive  Officer,  does not expect
that the Company's disclosure procedures and controls, or its internal controls,
will  necessarily  prevent all error or intentional  fraud. An internal  control
system, no matter how well-conceived and operated,  can provide only reasonable,
but not absolute,  assurance that the  objectives of such internal  controls are
met.  Further,  the design of an internal  control  system must reflect the fact
that the  Company  is subject  to  resource  constraints,  and the  benefits  of
controls  must be  considered  relative to their costs.  Because of the inherent
limitations  in all internal  control  systems,  no  evaluation  of controls can
provide  absolute  assurance  that all internal  control  issues or instances of
fraud, if any, within the Company be detected.


                                       28
<PAGE>

 Exhibit 99.1                     CERTIFICATION
                                  -------------

     I, Jay Budd, Chief Executive Officer and President, certify that:

     1. I have  reviewed  this  annual  report on Form  10-KSB of Home  Services
International, Inc.;

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

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

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

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;
     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  Board  of  Directors  (or  persons  performing  the
equivalent functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

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

     April 28, 2003.


/s/ Jay Budd
-------------------
Jay Budd, Chairman, President and
Chief Executive Officer

                                       29
<PAGE>


                                   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      April 28, 2003



      /s/ ROBERT LEE
-----------------------------
          Robert Lee         CTO and Director                   April 28, 2003




                                       30
<PAGE>