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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        53±   218K 
                          Issuer                                                 

Document Table of Contents

U.S. Securities and Exchange Commission                           
Washington, D.C. 20549                            

Form 10-SB                              

General form for registration of securities of small                            
business issuers Under Section 12(b) or (g) of the                      
Securities Exchange Act of 1934                                         

Master Communications Corp.                           
(Name of Small Business Issuer in its charter)                        

Florida                             
(State or other jurisdiction of incorporation or                        
organization)                           

59-3442557                            
(I.R.S. Employer Identification No.)                            

701 Brickell Avenue, Suite 3120                           
Miami, Florida                  33131           
(Address of principal executive offices)    (Zip Code)                      

(305)358-3678                             
(Issuer's telephone number)                           

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

Securities to be registered under Section 12(g) of the                          
Act: _X_                                                                        

Title of each class to be so registered: Common                                 
Stock Name of each exchange on which each class is                    
to be registered:     NASDAQ OTC Bulletin Board                         

To simplify the language in this Registration Statement                         
Master Communications Corp. is referred to herein as "the                       
Company" or "We".                                                               

Item 1. Description of Business.                                                
---------------------------------                                               

Business Development. We were incorporated under the name                       
Master Communications Corp. in the State of Florida on                          
May 8, 1997.                                                                    

We have not been involved in any bankruptcy,                        
receivership or similar proceeding. We have not been                            
involved in any material reclassification, merger                               
consolidation, or purchase or sale of a significant                             
amount of assets not in the ordinary course of                                  
business.                                                                       

Business of Issuer. We are a development stage company                          
which intends to provide telecommunications services in                         
various markets throughout the United States.  The result                       
is that we will become a provider of local and long                             
distance telephone services and related services.                               
Ultimately, we intend to provide local and long distance                        
services plus Internet access, Personnel Communications                         
Services ("PCS"), cellular, paging, facsimile, enhanced                         
calling cards, prepaid phone cards and calling cards and                        
video communications services.  We also intend to qualify                       
as an "Integrated Communications Provider" ("ICP")                              
under the Federal Telecommunications Act of 1996 (the                           
"Telecommunications Act").  Under the Telecommunications                        
Act, such ICPs can offer cellular, PCS, paging, voice                           
mail, and a host of other telecommunications services                           
along with local and long distance service.  We intend to                       
target its services to small and mid-size commercial                            
end users.                                                                      

MasterTel Communications Corp. ("MasterTel") is our only                        
subsidiary. We own 100% of MasterTel.  It was                                   
incorporated in Florida on December 16, 1998 and has                            
authority to do business in New York, Illinois, Texas                           
and California.  Jamee Freeman is the President and                             
Secretary (the only officer) and its sole director.                             
Presently, it is applying to operate as a local reseller                        
in Illinois, Texas and California and has been approved                         
in New York.  All applications have been filed and it                           
was approved in New York and Texas.  Upon approval of such                      
states, MasterTel intends to apply for local reseller                           
licenses in other states.                                                       

Our marketing strategy will be to provide the consumer or                       
business with a single source for all of their                                  
telecommunications needs, all billed on a single                                
invoice.  Our customers will receive a "Management                              
Report Style" invoice, one that is easily read and                              
understood on an all-in-one-bill.  We will format                               
customer invoices and out-source printing and mailing.                          
The Company is currently working toward a real time                             
Internet bill presentation.  Online payment works to our                        
benefit by ensuring prompt payment, no postage expense                          
and minimal bad debt.                                                           

Our current business strategy is to provide                                     
telecommunications services in the following geographical                       
areas:                                                                          

New York City, New York                                               
Miami, Florida                                                        
Orlando, Florida                                                      
San Francisco, California                                             
Los Angeles, California                                               
Dallas,Texas                                                          
Las Vegas, Nevada                                                     
Chicago, Illinois                                                     

We also plan to grow through acquisitions of income                             
producing telecommunication companies. Acquisitions                             
will be determined based upon the operating  structures                         
of the target, including the quality or existence of                            
sales, billing and customer service departments.  The                           
Company intends to consolidate the operations of the                            
acquired entities into a single operation resulting                             
in significant cost savings and substantial revenues                            
within a minimal period of time.                                                

Operational functions such as billing, customer service                         
and management functions will be centralized, thereby                           
eliminating redundant systems and functions.  We will                           
utilize the existing billing and customer services                              
infrastructure of the acquired entities where appropriate,                      
and expand or contract such infrastructure                                      
as operations dictate. Our acquisition  strategy will                           
also provide us with immediate revenues  which will, upon                       
reaching a certain level, provide the Company with                              
advantages resulting from economies of scale.                                   
Once we have acquired a reseller, we will contact the                           
resellers' customers with a view towards marketing to                           
the customer a host of other telecommunications                                 
services we offer.  Management believes that its                                
ability to customize telecommunications services and                            
its effective pricing of services, along with the                               
attractiveness of single invoicing, will attract                                
customers and expand current usage by existing customers.                       
The market potential for telecommunications services  is                        
large and growing. Industry sources estimate that in                            
1996 total revenues from local and long distance                                
telecommunications services were approximately $222                             
million, of which approximately $86.9 billion were                              
derived from local exchange services and approximately                          
$99.7 billion from toll service revenue.  Over the                              
past few years the long distance segment of the                                 
telecommunications industry has been growing at an                              
estimated annual rate of approximately 5% in revenues and                       
12% in usage, while during the same period pricing                              
and costs have been decreasing at an average annual                             
rate of 7%.  The local phone service market segment                             
of the overall telecommunications industry is even larger                       
than the long distance segment, and continues to grow                           
rapidly as the increasing need for telephone numbers                            
along with rising demand for PCS cellular, paging and                           
Internet access services.  Based upon information                               
provided by the FCC, aggregate revenues for local and                           
long distance services grew at a compounded annual rate                         
of approximately 5.5% between 1991 and 1996. The                                
Telecommunications Act, the FCC's issuance of rules                             
for competition and pro-competitive policies developed by                       
state regulatory commissions have created opportunities                         
for new entrants, including the Company, to capture a                           
portion of  the local exchange carrier's  dominant, and                         
historically monopoly controlled, market share of local                         
services. The development of switched local services                            
competition, however, is in its early stages, and the                           
Company believes that competitive local exchange carriers                       
("CLECs") currently serve fewer than 5% of the total                            
business lines in the United States.                                            

In each of the markets we intend to serve, we will seek                         
to become a competitor to the incumbent local exchange                          
carrier ("I-LEC") for its targeted customers  by                                
providing an integrated  package of high quality local,                         
long distance and enhanced telecommunications services                          
at competitive prices. The Company will serve as a                              
competitive local exchange company ("C-LEC") to enter                           
the local telephone service business.  Under the                                
Telecommunications Act, I-LECs must provide C-LECs                              
such as the Company with access to their facilities                             
at a substantial discount thereby enabling C-LECs to                            
provide local telephone services to the public.  We                             
believe that we will be able to offer telecommunications                        
services to customers at less than the prices which the                         
customer can obtain if they purchase the services                               
directly from the I-LECs.                                                       

Competition.      The telecommunications industry is                  
highly competitive. In each of  the markets targeted                            
by the Company, we will compete principally with the ILEC                       
serving that area. ILECs are established providers of                           
local telephone services to all or virtually                                    
all telephone subscribers within their respective service                       
areas. ILECs also have long-standing relationships                              
with regulatory authorities at the federal and state                            
levels. While some FCC and state administrative                                 
decisions and initiatives provide business opportunities                        
to telecommunications providers such as the Company,                            
they also provide the ILECs with increased pricing                              
flexibility for their private line and special access                           
and switched access services.                                                   

In addition, with respect to competitive access services                        
(as opposed to switched local exchange services), the                           
FCC recently proposed a rule that would provide for                             
increased ILEC pricing flexibility and deregulation                             
for such access services either automatically or after                          
certain competitive levels are reached. If the ILECs                            
are allowed by regulators to offer discounts to large                           
customers through contract tariffs, engage in                                   
aggressive volume and term discount pricing practices for                       
their customers, and/or seek to charge competitors                              
excessive fees for interconnection to their networks,ILEC                       
competitors such as the Company could be materially                             
adversely affected. If future regulatory decisions afford                       
the ILECs increased access services pricing flexibility                         
or other regulatory  relief, such decisions could also                          
have a material adverse effect on ILEC competitors such                         
as the Company.                                                                 

We expect to face competition from other current and                            
potential market entrants, including long distance                              
carriers seeking to enter, re-enter or expand entry into                        
the local exchange marketplace such as AT&T Corp.                               
("AT&T"), WorldCom/MCI Communications Corporation                               
("MCI"), Sprint Corporation ("Sprint"), and from                                
other CLECs, resellers, competitive access providers                            
("CAPs"), cable television companies, electric                                  
utilities, microwave carriers, wireless telephone                               
system operators and private networks built by large                            
end users. In addition, the development of new                                  
technologies could give rise to significant new                                 
competition for us.  We will also compete with                                  
equipment vendors and installers, and                                           
telecommunications management companies with respect                            
to certain portions of its business. Many of our current                        
and potential competitors have financial, technical,                            
marketing, personnel and other resources, including                             
brand name recognition, substantially greater than                              
those of the Company, as well as other competitive                              
advantages over the Company.                                                    

The Telecommunications Act includes provisions which                            
impose certain regulatory requirements on all local                             
exchange carriers, including ILEC competitors such as                           
the Company, while granting the FCC expanded                                    
authority to reduce the level of regulation applicable to                       
any or all telecommunications carriers, including ILECs.                        

The manner in which these provisions of the                                     
Telecommunications Act are implemented and enforced could                       
have a material adverse effect on the Company's ability                         
to successfully compete against ILECs and other                                 
telecommunications service providers.                                           

As a recent entrant in the integrated telecommunications                        
services industry, we have not achieved and do not                              
expect to achieve a significant market share for any                            
of our services. In particular, the ILECs have                                  
long-standing relationships with their customers, have                          
financial, technical, marketing, personnel and other                            
resources substantially greater than those of the                               
Company, have the potential to subsidize competitive                            
services with revenues from a variety of businesses and                         
currently benefit from existing regulations that favor                          
the ILECs over the Company in certain respects. Certain                         
federal and state laws and regulations allow CLECs such                         
as us to interconnect with ILEC facilities and provide                          
increased business opportunities for the Company.  Such                         
interconnection opportunities have been accompanied                             
by increased pricing flexibility for and relaxation of                          
regulatory oversight of the ILECS.                                              

To the extent the Company interconnects with and uses                           
ILEC networks to service its customers, we will be                              
dependent upon the technology and capabilities of the                           
ILECs to meet certain telecommunications needs of                               
the Company's customers and to maintain its service                             
standards, and the Company must interface with the                              
ILECs' legacy OSS in order to properly provision new                            
customers. The Telecommunications Act imposes                                   
interconnection obligations on ILECs, but there can                             
be no assurance that we will be able to obtain the                              
interconnection we require at rates, and on terms and                           
conditions, that permit us to offer switched services                           
that are both competitive and profitable. In the                                
event that we experience difficulties in obtaining high                         
quality, reliable and reasonably priced services from                           
the ILECs, the attractiveness of our services to our                            
customers could be impaired.                                                    

The long distance telecommunications market has numerous                        
entities competing for the same customers and a high                            
average churn rate, as customers frequently change                              
long distance providers in response to the offering                             
of lower rates or promotional incentives. Prices in                             
the long distance market have declined significantly in                         
recent years and are expected to continue to decline. We                        
will face competition from large carriers such as                               
AT&T, MCI and Sprint. Other competitors are likely to                           
include RBOCs providing out-of-region (and, with the                            
removal of regulatory barriers, in-region) long distance                        
services, other CLECs, microwave and satellite                                  
carriers and private networks owned by large end                                
users.  We may also increasingly face competition                               
from companies offering long distance data and voice                            
services over the Internet. Such companies could enjoy a                        
significant cost advantage because they do not currently                        
pay carrier access charges or universal service fees. In                        
addition, in June 1998, Sprint announced its intention to                       
offer voice, data and video services over its nationwide                        
asynchronous transfer mode network, which Sprint                                
anticipates will significantly reduce its cost to provide                       
such services. Sprint plans to bill its customers based                         
upon the amount of traffic carried, irrespective of the                         
time required to send the traffic or the traffic's                              
destination.                                                                    

The Internet services market is highly competitive and we                       
expect that competition will continue to intensify. The                         
Company's competitors in this market include ISPs,                              
other telecommunications companies, online service                              
providers and Internet software providers. Many of these                        
competitors have greater financial, technological,                              
marketing, personnel and other resources than those                             
available to the Company.                                                       

We believe that the principal competitive factors                               
affecting our business operations will be pricing                               
levels and clear pricing policies, reliable customer                            
service, accurate billing and, to a lesser extent,                              
variety of services. Our ability to compete effectively                         
will depend upon our ability to maintain high quality,                          
market-driven ervices at prices generally equal to or                           
below those charged by our competitors. To maintain our                         
competitive posture, we believe that we must be in a                            
position to reduce our prices in order to meet reductions                       
in rates, if any, offered by others. Any such reductions                        
could adversely affect us.                                                      

The recent World Trade Organization ("WTO") agreement on                        
basic telecommunications services could increase the                            
level of competition faced by us. Under this                                    
agreement, the United States and 72 other members of                            
the WTO committed themselves to opening their                                   
respective telecommunications markets and/or foreign                            
ownership and/or to adopting regulatory measures to                             
protect competitors against anticompetitive behavior by                         
dominant telecommunications companies, effective in                             
some cases as early as January 1998. There can be no                            
assurance that the pro-competitive effects of the WTO                           
agreement will not have a material adverse effect on our                        
business, financial condition and results of operations.                        
A continuing trend toward consolidation, mergers,                               
acquisitions and strategic alliances in the                                     
telecommunications industry could also increase the                             
level of competition we face. For example, WorldCom                             
acquired another CLEC, Brooks Fiber Properties, Inc., and                       
then merged MCI. In May 1998, SBC Communications Inc.                           
and Ameritech Corporation agreed to merge. These                                
types of consolidations and alliances could put us at a                         
competitive disadvantage.                                                       

Government Regulation.                                                          
----------------------                                                          

Our networks and the provision of telecommunications                            
services are subject to significant regulation at the                           
federal, state and local levels. Delays in receiving                            
required regulatory approvals or the enactment of new                           
adverse regulation or regulatory requirements may                               
have a material adverse effect upon us.                                         

The FCC exercises jurisdiction over us with respect to                          
interstate and international services. Additionally,                            
we file tariffs with the FCC.                                                   

On October 29, 1996, the FCC approved an order that                             
eliminates the tariff filing requirements for                                   
interstate domestic long distance service provided by                           
non-dominant carriers such as us. On February 13,                               
1997, the United States Court of Appeals for the                                
District of Columbia Circuit stayed the FCC order, and we                       
are required to continue filing tariffs while this stay                         
remains in effect. If the stay is lifted and the FCC                            
order becomes effective, telecommunications carriers such                       
as us will not be able to rely on the filing of tariffs                         
with the FCC as a means of providing notice to customers                        
of prices, terms, and conditions on which we offer                              
interstate services. While tariffs offered a means of                           
providing notice of  prices, terms, and conditions,                             
we intend to rely primarily on our sales force and                              
direct marketing to provide such information to our                             
customers. In addition, we must obtain prior FCC                                
authorization for installation and operation of                                 
international facilities and the provision (including                           
resale) of international long distance services.                                
State regulatory commissions exercise jurisdiction over                         
us to the extent we provide intrastate services. As                             
such a provider, we will be required to obtain regulatory                       
authorization and/or file tariffs at state agencies                             
in most of the states in which we intend to operate.                            

If and when we seek to overbuild certain network                                
segments, local authorities will regulate our access                            
to municipal rights-of-way. Network buildouts are also                          
subject to numerous local regulations such as                                   
building codes and licensing. Such regulations vary                             
on a city by city and county by county basis.                                   

There can be no assurance that the FCC or state                                 
commissions will grant required authority or refrain                            
from taking action against us if it is found to have                            
provided services without obtaining the necessary                               
authorizations. If authority is not obtained or if                              
tariffs are not filed, or are not updated, or otherwise                         
do not fully comply with the tariff filing rules of the                         
FCC or state regulatory agencies, third parties or                              
regulators could challenge these actions. Such                                  
challenges could cause us to incur substantial legal and                        
administrative expenses.  The Telecommunications Act                            
provides for a significant deregulation of the domestic                         
telecommunications industry, including the local                                
exchange, long distance and cable television industries.                        

The Telecommunications Act remains subject to judicial                          
review and additional FCC rule making, and thus it is                           
difficult to predict what effect the legislation will                           
have on us and our future operations. There are currently                       
many regulatory actions underway and being contemplated                         
by federal and state authorities regarding                                      
interconnection pricing and other issues that could                             
result in significant changes to the business conditions                        
in the telecommunications industry. There can be no                             
assurance that these changes will not have a material                           
adverse effect upon us.                                                         

On December 31, 1997, the U.S. District Court for the                           
Northern District of Texas issued a decision (the "SBC                          
Decision") finding that Sections 271 to 275 of  the                             
Telecommunications Act are unconstitutional. These                              
sections of the Telecommunications Act impose                                   
restrictions on the lines of business in which the RBOCs                        
may engage, including establishing the conditions they                          
must satisfy before they may provide in-region interLATA                        
telecommunications services. The SBC Decision                                   
has been stayed while an appeal is pending before the                           
United States Court of Appeals for the Fifth Circuit. We                        
cannot predict the likely outcome of that appeal,                               
although on May 15, 1998, the Court of Appeals for the                          
District of Columbia Circuit rejected a very similar                            
challenge to the constitutionality of Section 274 of the                        
Telecommunications Act. If the SBC Decision is upheld on                        
appeal, however, the RBOCs would be able to provide                             
such in-region services immediately without satisfying                          
the statutory conditions. This would likely have an                             
unfavorable effect on our business for at least two                             
reasons. First, the SBC Decision removes the incentive                          
RBOCs have to cooperate with entities like the Company to                       
foster competition within their service areas so that                           
they can qualify to offer in-region interLATA                                   
services because the decision allows RBOCs to offer                             
such services immediately. However, the SBC Decision                            
does not affect other provisions of the                                         

Telecommunications Act which create legal obligations for                       
all ILECs to offer interconnection and                                          
network access. Second, companies seeking to obtain                             
licenses and permits will allow such companies to offer                         
its customers both long distance and local exchange                             
services, which the RBOCs currently may not do. This                            
ability to offer "one-stop shopping" gives us a                                 
marketing advantage that it would no longer enjoy if the                        
SBC Decision were upheld on appeal.                                             
In addition to requirements placed on ILECs, the                                
Telecommunications Act subjects us to certain federal                           
regulatory requirements relating to the provision of                            
local exchange service in a market.                                             

All ILECs and CLECs must interconnect with other                                
carriers, provide nondiscriminatory access to                                   
rights-of-way, offer reciprocal compensation for                                
termination of traffic, and provide dialing parity and                          
telephone number portability. The Telecommunications Act                        
also requires all telecommunications carriers to ensure                         
that their services are accessible to and usable by                             
persons with disabilities.                                                      

On May 8, 1997, the FCC released an order establishing a                        
significantly expanded federal universal service subsidy                        
regime. For example, the FCC established new subsidies                          
for telecommunications and information services provided                        
to qualifying schools and libraries  with an annual                             
cap of $2.3 billion and for services provided to rural                          
health care providers with an annual cap of $400 million.                       
The FCC also expanded the federal subsidies for local                           
exchange telephone service provided to low-income                               
consumers. Providers of interstate telecommunications                           
service, such as us, as well as certain other entities,                         
must pay for these programs. Our share of these federal                         
subsidy funds will be based on our share of certain                             
defined telecommunications end-user revenues. Currently,                        
the FCC is assessing such payments on the basis of a                            
provider's revenue for the previous year; since we                              
had no significant revenues in 1998, we will not be                             
liable for subsidy payments in any material amount during                       
1999. With respect to subsequent years, however, we are                         
currently unable to quantify the amount of subsidy                              
payments that we will be required to make and the                               
effect that these required payments will have on our                            
financial condition. In the May 8th order, the FCC also                         
announced that it will soon revise its rules for                                
subsidizing service provided to consumers in high cost                          
areas, which may result in further substantial increases                        
in the overall cost of the subsidy program. Several                             
parties have appealed the May 8th order. Such appeals                           
have been consolidated and transferred to the United                            
States Court of Appeals for the Fifth Circuit where they                        
are currently pending. In addition, on July 3,                                  
1997, several ILECs filed a petition for stay of the May                        
8th order with the FCC. That petition is pending, as well                       
as several petition for administrative reconsideration of                       
the order.                                                                      

To the extent we provide inter-exchange                                         
telecommunications service, we are required to pay access                       
charges to ILECs when we use the facilities of those                            
companies to originate or terminate inter-exchange calls.                       
Also, as a CLEC, we may provide access services to                              
other inter-exchange service providers. The interstate                          
access charges of ILECs are subject to extensive                                
regulation by the FCC, while those of CLECs are                                 
subject to a lesser degree of FCC regulation but remain                         
subject to the requirement that all charges be just,                            
reasonable, and not unreasonably discriminatory. In two                         
orders released on  December 24, 1996, and May 16, 1997,                        
the FCC made major changes in the interstate                                    
access charge structure. In the December 24th order, the                        
FCC removed restrictions on ILECs' ability to lower                             
access prices and relaxed the regulation of new switched                        
access services in those markets where there are other                          
providers of access services. If this increased                                 
pricing flexibility is not effectively monitored by                             
federal regulators, it could have a material adverse                            
effect on  our ability to compete in providing interstate                       
access services. The May 16th order substantially                               
increased the costs that ILECs subject to the FCC's                             
price cap rules ("price cap LECs") recover through                              
monthly, non-traffic-sensitive access charges and                               
substantially decreased the costs that price cap LECs                           
recover through traffic-sensitive access                                        
charges. In the May 16th order, the FCC also announced                          
its plan to bring interstate access rate levels more in                         
line with cost. The plan will include rules that are                            
expected to be established sometime in 1998 that may                            
grant price cap LECs increased pricing flexibility upon                         
demonstrations of increased competition (or potential                           
competition) in relevant markets. The manner in which the                       
FCC implements this approach to lowering access charge                          
levels could have a material effect on our ability to                           
compete in providing interstate access services. Several                        
parties have appealed the May 16th  order. Those                                
appeals have been consolidated and transferred to the                           
United States Court of Appeals for the Eighth Circuit                           
where they are currently pending.                                               

The FCC released a report to Congress on April 10, 1998                         
concerning its implementation of the telecommunications                         
subsidy provisions of the Telecommunications Act. In that                       
report, the FCC clarified that entities that provide                            
transmission capacity to ISPs are providing                                     
telecommunications services subject to contribution                             
requirements. The FCC indicated that it would address the                       
issues of whether ISPs would contribute to the universal                        
service fund based on the utilization of their own                              
transmission facilities and whether certain ISP services                        
such as phone-to-phone IP telephony are                                         
telecommunications services subject to universal service                        
fund contributions and access charges at a later date.                          
Item 2. Management Discussion and Analysis                                      

                                                                [Download Table]
                                                                           
                                                          From May 6,1997  
                                                           (inception)to   
                              December 31, 1999    to     December 31, 1998

Development Stage Revenues            $0                     $0            
Development Stage Expenses       (41,254)               (20,858)           

Deficit Accumulated During                                                 
Development Stage                (41,254)               (20,858)           

Development Stage Revenues                                                      
--------------------------                                                      

The Company's operations have been devoted primarily to                         
raising capital for licensing in five states and                                
developing a website.  MasterTel Communications Corp. is                        
a subsidiary of Master Communications Corp.  MasterTel                          
was incorporated in Florida on December 16, 1998 and has                        
authority to do business in New York, Illinois, Texas and                       
California.  Jamee Freeman is the President and only                            
officer and director of MasterTel.  At the present                              
time, MasterTel is applying to operate as a local                               
reseller in these states and has already been approved in                       
New York and Texas.  All applications have been filed for                       
the other states and awaiting approval.  Upon approval, we                      
will apply for long distance reselling in these states                          
and then move on to other states.                                               
Master Communications Corp. shall remain the parent                             
company of MasterTel.  Master Communications owns                               
1,000 shares of common stock valued at $.0001 per share.                        

The ability of the Company to achieve its business                              
objectives is contingent upon it success  in raising                            
additional capital until adequate revenues are realized                         
from operations.                                                                

Development Stage Expenses                                                      
--------------------------                                                      

Development stage expenses increased by $20,396 or 98%                          
from December 31, 1998. This increase was primarily due to                      
the hiring of a corporate officer.  In addition, we have                        
utilized funds engaging various consulting and managerial                       
services in search of licensing, corporate acquisitions                         
and developing a corporate web site.                                            

                                                                [Download Table]
                                                                          
                                                         From May 6,1997  
                                                           (inception)to  
                              December 31, 1998          December 31, 1997
Development Stage Revenues            $0                    $0            
Development Stage Expenses           (11,111)           (9,747)           

Deficit Accumulated During                                                
Development Stage                    (11,111)           (9,747)           


Development Stage Revenues                                                      
--------------------------                                                      

The Company's operations have been devoted primarily to                         
raising capital for licensing in five states and                                
developing a website.  MasterTel Communications Corp. is                        
a subsidiary of Master Communications Corp.  MasterTel                          
was incorporated in Florida on December 16, 1998 and has                        
authority to do business in New York, Illinois, Texas and                       
California.  Jamee Freeman is the President and only                            
officer and director of MasterTel.  At the present                              
time, MasterTel is applying to operate as a local                               
reseller in these states and has already been approved in                       
New York.  All applications have been filed for the other                       
states and awaiting approval.  Upon approval, we will                           
apply for long distance reselling in these states                               
and then move on to other states.                                               

Master Communications Corp. shall remain the parent                             
company of MasterTel.  Master Communications owns                               
1,000 shares of common stock valued at $.0001 per share.                        

The ability of the Company to achieve its business                              
objectives is contingent upon it success  in raising                            
additional capital until adequate revenues are realized                         
from operations.                                                                

Development Stage Expenses                                                      
--------------------------                                                      

Development stage expenses increased by $1,384 or 14%                           
from the initial short year ended December 31, 1997.                            
This increase was primarily due to the hiring of a                              
corporate officer.  In addition, we have utilized                               
funds engaging various consulting and managerial                                
services in search of licensing, corporate acquisitions                         
and developing a corporate web site.                                            

Item 3. Description of Property.                                                
--------------------------------                                                

We currently sublease office space in a building located                        
at 701 Brickell Avenue, Suite 3120, Miami, Florida.                             
The facility is leased pursuant to a month to month                             
lease.  The primary tenant is The Farkas Group, Inc., an                        
affiliated entity.  The Farkas Group, Inc. subleases                            
the facility to Atlas Equity Group, Inc., an affiliated                         
entity. Atlas Equity Group, Inc. subleases the facility                         
to us.  The landlord is not affiliated with us.  The                            
present monthly rent is $1,000 which includes utilities                         
and common charges.  We believe that this space is                              
sufficient for us at this time.                                                 

Item 4. Security Ownership of Certain Beneficial Owners                         
and Management.                                                 
-------------------------------------------------------                         

As of July 30, 1999 there were 4,360,000 shares of our                          
common stock, $0.0001 par value outstanding. The                                
following tabulates holdings of our shares of common                            
stock by each person who, as of  July 30, 1999,                                 
holds of record or is known by management to own                                
beneficially more than 5% of our common shares and, in                          
addition, by all of our directors and officers                                  
individually and as a group. Each named beneficial owner                        
has sole voting and investment power with respect to                            
the shares set forth opposite their name.                                       

I.     Security Ownership of Beneficial Owners(1)(2):                           

                                                                [Download Table]
                                                                 
Title of Class    Name & Address               Amount    Percent 
                  --------------               ------    ------- 
Common Stock    The Farkas Group, Inc.      1,100,000     25.23% 
                701 Brickell Avenue                              
                Suite 3120                                       
                Miami, Florida 33139                             
Common Stock    Atlas Equity Group, Inc.     1,000,000     22.94%
                701 Brickell Avenue                              
                Suite 3120                                       
                Miami, Florida 33139                             
Common Stock    GSM Communications, Inc.      1,000,000    22.94%
                701 Brickell Avenue                              
                Suite 3120                                       
                Miami, Florida 33139                             

* Michael D. Farkas is principal shareholder of each of                         
the above referenced companies.                                                 

II.     Security Ownership of Management(2):                                    

                                                                [Download Table]
                                                                       
    Title of Class    Name & Address               Amount       Percent
                      ----------------------       -------      -------

    Common Stock      Jamee Freeman                50,000        1.15% 
                      3314 Oak Drive                                   
                      Hollywood, Florida                               
    Common Stock      Javier Aguero                     0           0  
                      8428 SW 24th Street #125                         
                      Miami, FL 33155                                  
All directors and executive                        50,000        1.15% 
officers as a group (2 persons)                                        


(1) Pursuant to Rule 13-d-3 under the Securities Exchange                       
Act of 1934, as amended, beneficial ownership of a                              
security consists of sole or shared voting power                                
(including the power to vote or direct the voting) and/or                       
sole or shared investment power (including the power to                         
dispose or direct the disposition) with respect to a                            
security whether through a contract, arrangement,                               
understanding, relationship or otherwise. Unless                                
otherwise indicated, each person indicated above has sole                       
power to vote, or dispose or direct the disposition of                          
all shares beneficially owned, subject to applicable                            
unity property laws.                                                            

(2) This table is based upon information obtained from                          
our stock records. Unless otherwise indicated in the                            
footnotes to the above table and subject to community                           
property laws where applicable, we believe that each                            
shareholder named in the above table has sole or                                
shared voting and investment power with respect to the                          
shares indicated as beneficially owned.                                         

Item 5. Directors, Executive Officers, Promoters and                            
Control Persons.                                                
-----------------------------------------------------                           

Jamee Freeman, 30 years old, has served as our                                  
President/Secretary/Treasurer and Director since                                
October, 1998.  She is a marketing and telecommunications                       
expert with a strong ability to create new strategies and                       
business plans.  Ms. Freeman has been heavily involved in                       
the telecommunications industry since 1990, specializing                        
in pay per call services and the marketing  of such                             
services.  She has an active real estate license in the                         
State of Florida which was obtained in 1995.  Prior to                          
working for us, she was an assistant to the President of                        
Atlas Equity Group, Inc. from February 1998 to October                          
1998.  She worked as a Real Estate Sales and                                    
Leasing Manager for Selar Realty from April 1996 to                             
February 1998 and President of AvJam Communications, Inc.                       
from January 1994 to April 1996.                                                

Javier Aguero, 30 years old, has served as our Vice                             
President and Director since May 11, 1999.  Prior to such                       
time, he was the comptroller of Bridgeport Communications,                      
Inc. located in Davie, Florida from July                                        
1997 to March 1998; and an accountant for Brixton                               
International, Inc., located in Miami, Florida from                             
January 1994 to June 1997.  He has extensive experience                         
in accounting, managerial and marketing field.  In the                          
past few years, Mr. Aguero has worked for public                                
companies in such industries as telecommunications and                          
import/export.  His responsibilities were to control and                        
maintain all aspects of the financial departments.  He                          
supervised all phases of accounting including the                               
preparation of general ledgers, financial statements and                        
participated in the preparation of the companies'                               
financial audit reports.                                                        

Furthermore, Mr. Aguero managed and controlled all                              
marketing, sales, advertising, administrative and                               
customer service functions with profit and loss                                 
responsibility.  Assisted in the development of and                             
implementation of a comprehensive business plan that                            
encompassed direct sales delivery, key account sales and                        
training programs.  He has a Bachelor's Degree in                               
Accounting from San Marcos University, Lima, Peru, 1993.                        
All officers and directors listed above will remain in                          
office until the next annual meeting of our stockholders,                       
and until their successors have been duly elected and                           
qualified.  There are no agreements with respect to the                         
election of Directors.                                                          

We have not compensated our Directors for service on our                        
Board of Directors, any committee thereof, or reimbursed                        
for expenses incurred for attendance at meetings of our                         
Board of Directors and/or any committee of our Board of                         
Directors.  Officers are appointed annually by                                  
our Board of Directors and each Executive Officer serves                        
at the discretion of our Board of Directors.  We do not                         
have any standing committees.  Our Board of Directors may                       
in the future determine to pay  Director's fees and                             
reimburse Directors for expenses related to their                               
activities.                                                                     

None of our Officers and/or Directors have filed any                            
bankruptcy petition, been convicted of or been the                              
subject of any criminal proceedings or the subject of any                       
order, judgment or decree involving the violation of any                        
state or federal securities laws within the past five (5)                       
years.                                                                          

Item 6. Executive Compensation.                                                 
-------------------------------                                                 

                                                                [Download Table]
                                                                               
Name            Position       Year    Salary    Bonus  Other    Stock  Options
               ----------      ----    ------    -----  -----    -----  -------
Jamee Freeman   President      1999    $49,000   0       0       50,000    0   

Item 7. Certain Relationships and Related Transactions.                         
-------------------------------------------------------                         

We currently sublease office space in a building located                        
at 701 Brickell Avenue, Suite 3120, Miami, Florida.                             
The facility is leased pursuant to a month to month                             
lease.  The primary tenant is The Farkas Group, Inc., an                        
affiliated entity.  The Farkas Group, Inc. subleases                            
the facility to Atlas Equity Group, Inc., an affiliated                         
entity. Atlas Equity Group, Inc. subleases the facility                         
to us.  The landlord is not affiliated with us.  The                            
present monthly rent is $1,000 which includes utilities                         
and common charges.                                                             

In January 1999, we sold to each of the following affiliated                    
entities 1,000,000 of our common shares at a purchase price                     
of the par value of $.0001 (aggregating $300): GSM                              
Communications Inc., Atlas Equity Group, Inc. and the Farkas                    
Group, Inc.                                                                     

We have not and do not intend to enter into any                                 
additional transactions with our management or any                              
nominees for such positions. We have not and do not                             
intend to enter into any transactions with our                                  
beneficial owners. We are not a subsidiary of any parent                        
company. Since inception, we have not entered into any                          
transactions with promoters.                                                    

Our management is involved in other business activities                         
and may, in the future become involved in other business                        
opportunities. If a specific business opportunity becomes                       
available, such persons may face a conflict in selecting                        
between our business and their other business interests.                        
We have not and do not intend in the future to                                  
formulate a policy for the resolution of such conflicts.                        

Item 8. Legal Proceedings.                                                      
--------------------------                                                      

We are not a party to any pending legal proceeding, and                         
we are not aware of any contemplated legal proceeding by                        
a governmental authority involving us.                                          

Item 9. Market Price of and Dividends on the Registrant's                       
Common Equity and Other Shareholder Matters.                    
-------------------------------------------------------                         

There is no established public trading market for our                           
securities. After this document is declared effective by                        
the Securities and Exchange Commission, we currently                            
intend to seek a listing on the OTC Electronic Bulletin                         
Board in the United States. Our shares are not and have                         
not been listed or quoted on any exchange or quotation                          
system.                                                                         

At July 30, 1999, there were 4,360,000 shares of our                            
common stock issued and outstanding.  We have never paid                        
dividends on our shares. We currently intend to retain                          
earnings for use in our business and do not anticipate                          
paying any dividends in the foreseeable future.                                 
As of the date of this registration, we had forty (40)                          
holders of record of our common stock. We currently have                        
one class of common stock outstanding.                                          

Certain securities herein are restricted securities as                          
defined under Rule 144 of the Securities Act of 1933 and                        
may only be sold under Rule 144 or otherwise under an                           
effective registration statement or an exemption from                           
registration, if available. Rule 144 generally                                  
provides that a person who has satisfied a one year                             
holding period for the restricted securities and is not                         
an affiliate of us may sell such securities subject to                          
the Rule 144 provisions. Under Rule 144, directors,                             
executive officers, and persons or entities they control                        
or who control them may sell shares that have satisfied                         
the one year holding period for the restricted securities                       
in an amount limited to, in any three-month period, the                         
greater of 1% of our outstanding shares of common stock                         
or the average of the weekly trading volume in                                  
our common stock during the four calendar weeks                                 
preceding a sale. All sales under Rule 144 must also be                         
made without violating the manner-of-sale provisions,                           
notice requirements, and the availability of public                             
information about us. A sale of shares by such security                         
holders, whether under Rule 144 or otherwise, may have a                        
depressing effect upon the price of our common stock in                         
any market that might develop.                                                  

Penny Stock Considerations.                                                     
---------------------------                                                     

Broker-dealer practices in connection with transactions                         
in "penny stocks" are regulated by certain penny stock                          
rules adopted by the Securities and Exchange Commission.                        
Penny stocks generally are equity securities with a price                       
of less than $5.00. Penny stock rules require                                   
a broker-dealer, prior to a transaction in a penny stock                        
not otherwise exempt from the rules, to deliver a                               
standardized risk disclosure document that provides                             
information about penny stocks and the risks in the penny                       
stock market.                                                                   

The broker-dealer also must provide the customer with                           
current bid and offer quotations for the penny stock, the                       
compensation of the broker-dealer and its salesperson in                        
the transaction, and monthly account statements                                 
showing the market value of each penny stock held in the                        
customer's account. In addition, the penny stock rules                          
generally require that prior to a transaction in a penny                        
stock, the broker-dealer make a special written                                 
determination that the penny stock is a suitable                                
investment for the purchaser and receive the purchaser's                        
written agreement to the transaction.                                           

These disclosure requirements may have the effect of                            
reducing the level of trading activity in the secondary                         
market for a stock that becomes subject to the penny                            
stock rules. Our shares will likely be subject to such                          
penny stock rules, and our shareholders will, in all                            
likelihood, find it difficult to sell their securities.                         
No market exists for our securities and there is no                             
assurance that a regular trading market will develop, or                        
if developed  will be sustained. A shareholder, in all                          
likelihood, therefore, will not be able to resell the                           
securities referred to herein should he or she                                  
desire to do so. Furthermore, it is unlikely that a                             
lending institution will accept our securities as pledged                       
collateral for loans unless a regular trading market                            
develops. There are no plans, proposals, arrangements or                        
understandings with any person in regard to the                                 
development of a trading market in any of our                                   
securities.                                                                     

Item 10. Recent Sales of Unregistered Securities.                               
-------------------------------------------------                               

The following sets forth information relating to all of                         
our previous sales of securities which were not                                 
registered under the Securities Act of 1933.                                    
In August, 1997, we completed a Regulation D, Rule 504                          
Offering in which we issued a total of 625,000 shares of                        
our common stock to 6 shareholders for an aggregate                             
offering price of $25,000.                                                      

In January 1999, we sold to each of the following affiliated                    
entities 1,000,000 of our common shares at a purchase price                     
of the par value of $.0001 (aggregating $300): GSM                              
Communications Inc., Atlas Equity Group, Inc. and the Farkas                    
Group, Inc.                                                                     

In April, 1999, we completed another Regulation D, Rule                         
504 Offering in which we issued a total of 535,000 shares                       
of our common stock to 28 stockholders for an aggregate                         
offering price of $53,500.                                                      

We have never utilized an underwriter for an offering of                        
our securities. Other than the securities mentioned                             
above, we have not issued or sold any securities.                               

Item 11. Description of Securities.                                             
-----------------------------------                                             

Qualification.                                                                  

The following statements constitute brief summaries of                          
our Articles of Incorporation and Bylaws, as amended.                           
Such summaries do not purport to be complete and are                            
qualified in their entirety by reference to the                                 
full text of our Articles of Incorporation and Bylaws.                          

Common Stock.                                                                   

Our amended Articles of Incorporation authorize us to                           
issue up to 50,000,000 Common Shares, $0.0001 par value                         
per common share and 10,000,000 Preferred Shares, $0.0001                       
par value per preferred share.  As of July 30, 1999,                            
there are 4,360,000 shares of our common stock                                  
outstanding. All outstanding Common Shares are legally                          
issued, fully paid and non-assessable.                                          

Liquidation Rights.                                                             

Upon our liquidation or dissolution, each outstanding                           
Common Share will be entitled to share equally in our                           
assets legally available for distribution to shareholders                       
after the payment of all debts and other liabilities.                           

Dividend Rights.                                                                

We do not have limitations or restrictions upon the                             
rights of our Board of Directors to declare dividends,                          
and we may pay dividends on our shares of stock in cash,                        
property, or our own shares, except when we are insolvent                       
or when the payment thereof would render us                                     
insolvent subject to the provisions of the Florida                              
Statutes. We have not paid dividends to date, and we do not anticipate          
that we will pay any dividends in the foreseeable future.                       

Voting Rights.                                                                  

Holders of our Common Shares are entitled to cast one                           
vote for each share held of record at all shareholders                          
meetings for all purposes.                                                      

Other Rights.                                                                   

Common Shares are not redeemable, have no conversion                            
rights and carry no preemptive or other rights to                               
subscribe to or  purchase additional Common Shares in the                       
event of a subsequent offering.                                                 

There are no other material rights of the common or                             
preferred shareholders not included herein. There is no                         
provision in our charter or by-laws that would delay,                           
defer or prevent a change in control of us. We have not                         
issued debt securities.                                                         

Item 12. Indemnification of Directors and Officers.                             
---------------------------------------------------                             

Our Articles of Incorporation provide that, to the                              
fullest extent permitted by law, none of our directors or                       
officers shall be personally liable to us or our                                
shareholders for damages for breach of any duty owed to                         
us or our shareholders. In addition, we shall have                              
the power, by our by-laws or in any resolution of our                           
stockholders or directors, to undertake to indemnify the                        
officers and directors of ours against any contingency or                       
peril as may be determined to be in our best interest and                       
in conjunction therewith, to procure, at our expense,                           
policies of insurance.                                                          

At this time, no statute or provision of the by-laws, any                       
contract or other arrangement provides for insurance or                         
indemnification of any of our controlling persons,                              
directors or officers which would affect his or her                             
liability in that capacity.                                                     

Item 13. Financial Statements                                                   
-----------------------------                                                   

See Item 15(a) below.                                                           

Item 14. Changes in and Disagreements with Accountants.                         
-------------------------------------------------------                         

During the two most recent fiscal years and the                                 
subsequent interim period, we have had no disagreement,                         
resignation or dismissal of the principal independent                           
accountant for the Company. Our accountant at                                   
this time is John Abitante of Berenfeld, Spritzer,                              
Shechter & Sheer.                                                               

Item 15(a) Financial Statements                                                 
-------------------------------                                                 

MASTER COMMUNICATIONS CORP.                                                     

TABLE OF CONTENTS                                                               

INDEPENDENT AUDITORS REPORT JUNE 17, 1999                                       
BALANCE SHEET MAY 31, 1999                                                      
STATEMENT OF CASH FLOWS 1999                                                    
STATEMENT OF OPERATION 1999                                                     
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY 1999                                

INDEPENDENT AUDITORS REPORT MAY 24, 1999                                        
BALANCE SHEET DECEMBER 31, 1998                                                 
STATEMENT OF CASH FLOWS 1998                                                    
STATEMENT OF OPERATION 1998                                                     
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY 1998                                

NOTES TO FINANCIAL STATEMENTS                                                   

To the Board of Directors                                                       
Master Communications Corp.                                                     
Miami, Florida                                                                  

We have compiled the accompanying balance sheet of Master                       
Communications  Corp. (a development stage company) as                          
of May 31, 1999 and the related statements of operation,                        
changes in stockholders' equity and cash flows for the                          
five months then ended and for the period from May 5,                           
1997 (inception) to May 31, 1999 in accordance                                  
with Statements on Standards for Accounting and Review                          
Services issued by the American Institute of Certified                          
Public Accountants.                                                             

A compilation is limited to presenting in the form of                           
financial statements information that is the                                    
representation of management.  We have not audited or                           
reviewed the accompanying financial statements                                  
and, accordingly, do not express an opinion or any other                        
form of assurance on them.                                                      

Management has elected to omit substantially all of the                         
disclosures required by generally accepted accounting                           
principles. If the omitted disclosures were included in                         
the financial statements, they might influence the user's                       
conclusions about the Company's financial position,                             
results of operations, and cash flows.  Accordingly,                            
these financial statements are not designed for those who                       
are not informed about such matters.                                            

BERENFELD, SPRITZER, SHECHTER & SHEER                                           

June 17, 1999                                                                   

MASTER COMMUNICATIONS CORP.                               
(A DEVELOPMENT STAGE COMPANY)                                 
BALANCE SHEET                               
MAY 31, 1999                                

ASSETS                                  
------                                  

                                                                [Download Table]
                                                                          
CURRENT ASSETS:                                                           
   Cash                                                       $27,731     
   Stock subscriptions receivable                                 300     
                                                              -------     

TOTAL ASSETS                                                  $28,031     
                                                              -------     
                                                              -------     
                LIABILITIES AND STOCKHOLDERS' EQUITY                      

CURRENT LIABILITIES:                                                      
  Accounts payable                     $   420                            
  Payroll taxes payable                    343                            
  Accrued expenses                       5,580                            
                                       -------                            
        Total Current Liabilities                             $ 6,343     

STOCKHOLDERS' EQUITY:                                                     
   Preferred stock $.0001 par value,                                      
   1,000,000 shares authorized,                                           
   0 shares issued and outstanding           0                            
   Common stock, $.0001 par value,                                        
   50,000,000 shares authorized,                                          
   4,360,000 shares issued and                                            
   outstanding                             437                            
   Additional paid-in-capital           83,363                            
   Deficit accumulated during                                             
   the development stage               (62,112)                           
                                       --------                           
       Total Stockholders' Equity                              21,688     
                                                               ------     

TOTAL LIABILITIES AND                                                     
STOCKHOLDERS' EQUITY                                          $28,031     
                                                              -------     
                                                              -------     
                       MASTER COMMUNICATIONS CORP.                        

                     (A DEVELOPMENT STAGE COMPANY)                        
                        STATEMENT OF CASH FLOWS                           
                      INCREASE (DECREASE) IN CASH                         
                      ---------------------------                         

                                   For the Five           From May 5, 1997
                                     Months                 (Inception)to 
                                    Ended May 31, 1999        May 31, 1999
                                    ------------------        ------------

OPERATING ACTIVITIES:                                                     
  Deficit accumulated during the                                          
  development stage                  $(41,254)                 $(62,112)  
  Increase in accounts payable            140                       420   
  Increase in payroll taxes payable       130                       343   
  Increase in accrued expenses          3,080                     5,580   
                                     --------                  --------   

    Net Cash Used by                                                      
    Operating Activities              (37,904)                  (55,769)  
                                      --------                  --------  
FINANCING ACTIVITIES:                                                     
   Proceeds from the issuance of                                          
   common stock                        53,500                    78,500   
   Common stock issued for                                                
   consulting and legal services        1,000                     5,000   
                                       ------                    -------  
    Net Cash Provided by                                                  
    Financing Activities               54,500                    83,500   
                                       -------                   -------  
INCREASE IN CASH                       16,596                    27,731   

CASH, BEGINNING                        11,135                         0   

CASH, ENDING                         $ 27,731                  $ 27,731   
                                     --------                  ---------  
                                     --------                  ---------  

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                        

NON-CASH FINANCING ACTIVITIES:                                            

COMMON STOCK ISSUED FOR CONSULTING AND LEGAL SERVICES          $  5,000   
                                                               -------    
                                                               -------    
                       MASTER COMMUNICATIONS CORP.                        
                      (A DEVELOPMENT STAGE COMPANY)                       
                         STATEMENTS OF OPERATION                          

                                     For the Five         From May 5, 1997
                                     Months                 (Inception)to 
                                     Ended May 31, 1999      May 31,1999  
                                     ------------------   --------------- 

DEVELOPMENT STAGE REVENUES              $    0                $     0     
                                        -------               --------    

DEVELOPMENT STAGE EXPENSES:                                               
  Consulting fees                        9,000                 10,660     
  Licenses and taxes                       701                  1,460     
  Management fees                          500                  4,500     
  Office expenses                        5,457                  6,437     
  Officers' salaries                    15,368                 16,688     
  Payroll taxes                          1,444                  1,556     
  Professional fees                      8,255                 16,437     
  Registration fees                          0                  3,627     
  Telephone                                529                    747     
                                         -----                 -------    
    Total Development                                                     
    Stage Expenses                      41,254                 62,112     
                                        ------                 ------     
DEFICIT ACCUMULATED DURING                                                
 THE DEVELOPMENT STAGE                 $41,254                $62,112     
                                       -------                -------     
                                       -------                -------     
                                                                [Download Table]
                         MASTER COMMUNICATIONS CORP.                            
                       (A DEVELOPMENT STAGE COMPANY)                            
                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                    
         FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH MAY 31, 1999            
                                                                                
                                                         DEFICIT                
                                                         ACCUMULATED            
                                            ADDITIONAL   DURING THE             
                        COMMON STOCK        PAID-IN-     DEVELOPMENT            
                     SHARES     AMOUNT      CAPITAL      STAGE           TOTAL  
                     ------     ------      ----------   -----------     ----   
Balance, May 5, 1997                                                            
 (inception)               0    $   0      $     0       $     0        $     0 
Common stock issued                                                             
to related                                                                      
parties for                                                                     
consulting fees     100,000        10        3,990             0          4,000 
Common stock issued                                                             
to third parties    625,000        63       24,937             0         25,000 

Deficit accumulated during the                                                  
development stage for the                                                       
period May 5, 1997                                                              
(inception)through                                                              
December 31, 1997         0         0             0      ( 9,747)       ( 9,747)
                    -------       ----       -------     --------        -------
Balance,                                                                        
December 31, 1997   725,000        73        28,927      ( 9,747)        19,253 
                   --------       ----       ------      --------        ------ 
Deficit accumulated during the                                                  
development stage                                                               
for the year ended                                                              
December 31, 1998         0          0           0      (11,111)      (11,111)  
                      ------         --                 --------      -------   
Balance,                                                                        
December 31, 1998   725,000     $   73     $28,927     $(20,858)     $  8,142   
                    -------     ------     -------     ---------     ----       
                                                                [Download Table]
                         MASTER COMMUNICATIONS CORP.                           
                       (A DEVELOPMENT STAGE COMPANY)                           
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                  
        FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH MAY 31, 1999 (CONT'D)   
        -------------------------------------------------------------------    
                                                                               
                                                         DEFICIT               
                                                         ACCUMULATED           
                                            ADDITIONAL   DURING THE            
                        COMMON STOCK        PAID-IN-     DEVELOPMENT           
                     SHARES     AMOUNT      CAPITAL      STAGE           TOTAL 
                     ------     ------      ----------   -----------     ------
Common stock issued                                                            
to third parties     535,000   $   54        $53,446      $     0     $ 53,500 
Common stock issued                                                            
To related                                                                     
parties            3,000,000      300               0           0          300 
Common stock issued to                                                         
related party                                                                  
for managerial                                                                 
services              50,000        5             495           0          500 
Common stock issued in                                                         
consideration for                                                              
legal services         50,000        5            495            0         500 
Deficit accumulated during the                                                 
development stage for                                                          
the five months ended                                                          
May 31, 1999                0        0              0      (41,254)    (41,254)
                       -------                             --------    --------
Balance,                                                                       
May 31, 1999        4,360,000   $  437        $83,363     $(62,112)    $ 21,688
                    ---------     ----        -------     ---------    --------
                    ---------     ----        -------     ---------    --------

Independent Auditors' Report                        

To the Stockholders and                                                         
Board of Directors                                                              

Master Communications Corp.                                                     
Miami, Florida                                                                  

We have audited the accompanying balance sheet of Master                        
Communications  Corp. (a development stage company) as of                       
December 31, 1998 and the related statements of                                 
operations, changes in stockholders' equity and cash                            
flows for the year then ended and for the cumulative                            
period May 5, 1997 (inception) to December 31, 1998.                            
These financial statements are the responsibility of the                        
Company's management.  Our responsibility is to express                         
an opinion on these financial statements based on our                           
audit.                                                                          

We conducted our audit in accordance with generally accepted                    
auditing standards.  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 the audit provides a                        
reasonable basis for our opinion.                                               

In our opinion, the financial statements referred to above                      
present fairly, in all material respects, the financial                         
position of Master Communications  Corp. as of December 31,                     
1998, and the results of its operations and its cash flows                      
for the year then ended and for the cumulative period May 5,                    
1997 (inception ) to December 31, 1998 in conformity with                       
generally accepted accounting principles.                                       

BERENFELD, SPRITZER, SHECHTER & SHEER                                           

May 24, 1999                                                                    

                                                                [Download Table]
                      MASTER COMMUNICATIONS CORP.                       
                          (A DEVELOPMENT STAGE COMPANY)                 
                                 BALANCE SHEET                          
                              DECEMBER 31, 1998                         

                                    ASSETS                              
                                    ------                              
                                                                        
CURRENT ASSETS:                                                         

         Cash                                                   $11,135 
                                                                ------- 

TOTAL ASSETS                                                    $11,135 
                                                                ------- 
                                                                ------- 
                   LIABILITIES AND STOCKHOLDERS' EQUITY                 
CURRENT LIABILITIES:                                                    
  Accounts payable                  $   280                             
  Payroll taxes payable                 213                             
  Accrued expenses payable            2,500                             
                                      -----                             
        Total Current Liabilities                               $ 2,993 

STOCKHOLDERS' EQUITY:                                                   
   Preferred stock $.0001 par value,                                    
   1,000,000 shares authorized,                                         
   0 shares issued and outstanding       0                              
   Common stock, $.0001 par value,                                      
   50,000,000 shares authorized,                                        
   725,000 shares issued and                                            
   outstanding                          73                              
   Additional paid-in-capital       28,927                              
   Deficit accumulated during                                           
   the development stage           (20,858)                             
                                   --------                             
    Total Stockholders' Equity                                     8,142
                                                                  ------

TOTAL LIABILITIES AND                                                   
 STOCKHOLDERS' EQUITY                                            $11,135
                                                                 -------
                                                                 -------
                                                                [Download Table]
                         MASTER COMMUNICATIONS CORP.                       
                       (A DEVELOPMENT STAGE COMPANY)                       
                          STATEMENT OF CASH FLOWS                          
                       INCREASE (DECREASE) IN CASH                         
                       ----------------------------                        
                                                                           
                                       For the Year       From May 5,1997  
                                       Ended               (Inception)to   
                                       December 31, 1998  December 31, 1998
                                      ------------------  -----------------

OPERATING ACTIVITIES:                                                      
  Deficit accumulated during the                                           
  development stage                    $(11,111)            $(20,858)      
  Increase in accounts payable              280                  280       
  Increase in payroll taxes payable         213                  213       
  Increase in accrued expenses            2,500                2,500       
  Decrease in advances receivable        15,000                    0       
                                       --------              -------       
      Net Cash Used by                                                     
      Operating Activities              ( 6,882)             (17,865)      
                                       --------              --------      
FINANCING ACTIVITIES:                                                      
  Proceeds from the issuance of                                            
  common stock                                0               25,000       
  Common stock issued for                                                  
  consulting services                         0                4,000       
                                        -------               ------       
      Net Cash Provided by                                                 
      Financing Activities                    0               29,000       
                                         ------               ------       
INCREASE IN CASH                          6,882               11,135       

CASH, BEGINNING                           4,253                    0       

CASH, ENDING                           $ 11,135             $ 11,135       
                                       --------             --------       
                                       --------             --------       
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                         

NON-CASH FINANCING ACTIVITIES:                                             

COMMON STOCK ISSUED FOR CONSULTING SERVICES                 $  4,000       
                                                            --------       
                                                            --------       
                       MASTER COMMUNICATIONS CORP.                         
                      (A DEVELOPMENT STAGE COMPANY)                        
                         STATEMENTS OF OPERATION                           
                                                                           
                                       For the Year       From May 5,1997  
                                       Ended               (Inception)to   
                                       December 31, 1998  December 31, 1998
                                      ------------------  -----------------

DEVELOPMENT STAGE REVENUES:             $          0         $        0    
                                        ------------         ----------    
DEVELOPMENT STAGE EXPENSES:                                                
  Consulting fees                              1,660              1,660    
  Licenses and taxes                             759                759    
  Management fees                                  0              4,000    
  Office expenses                                815                980    
  Officers' salaries                           1,320              1,320    
  Payroll taxes                                  112                112    
  Professional fees                            2,682              8,182    
  Registration fees                            3,627              3,627    
  Telephone                                      136                218    
                                               ------             -----    
     Total Development                                                     
       Stage Expenses                         11,111             20,858    
                                              ------             -------   
DEFICIT ACCUMULATED DURING                                                 
THE DEVELOPMENT STAGE                        $11,111            $20,858    
                                             -------            -------    
                                             -------            -------    
                                                                [Download Table]
                         MASTER COMMUNICATIONS CORP.                            
                       (A DEVELOPMENT STAGE COMPANY)                            
                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                    
         FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH MAY 31, 1998            
                                                                                
                                                         DEFICIT                
                                                         ACCUMULATED            
                                            ADDITIONAL   DURING THE             
                        COMMON STOCK        PAID-IN-     DEVELOPMENT            
                     SHARES     AMOUNT      CAPITAL      STAGE           TOTAL  
                     ------     ------      ----------   -----------     ------ 
Balance, May 5, 1997                                                            
 (inception)               0    $   0      $     0       $     0        $     0 
Common stock issued                                                             
to related                                                                      
parties for                                                                     
consulting fees     100,000        10        3,990             0          4,000 
Common stock issued                                                             
to third parties    625,000        63       24,937             0         25,000 

Deficit accumulated during the                                                  
development stage for the                                                       
period May 5, 1997                                                              
(inception)through                                                              
December 31, 1997         0         0             0      ( 9,747)       ( 9,747)
                    -------       ----       -------     --------        -------
Balance,                                                                        
December 31, 1997   725,000        73        28,927      ( 9,747)        19,253 
                   --------       ----       ------      --------        ------ 
Deficit accumulated during the                                                  
development stage                                                               
for the year ended                                                              
December 31, 1998         0          0           0      (11,111)      (11,111)  
                      ------         --                 --------      -------   
Balance,                                                                        
December 31, 1998   725,000     $   73     $28,927     $(20,858)     $  8,142   
                    -------     ------     -------     ---------     ---------  

MASTER COMMUNICATIONS CORP.                         
(A DEVELOPMENT STAGE COMPANY)                           
NOTES TO FINANCIAL STATEMENTS                         
DECEMBER 31, 1998                               
------------------                              

NOTE 1 -  NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT                     
ACCOUNTING POLICIES                                           
-----------------------------------------------------------                     

Organization                                                                    

Master Communications  Corp. ("the Company") was                                
incorporated on May 5, 1997 under the laws of the State of                      
Florida.  The Company's operations have been devoted                            
primarily to structuring and positioning itself to take                         
advantage of opportunities available in the telecommunications industry. The    
Company intends to grow through internal development, strategic alliances and   
acquisitions of existing businesses.                                            

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 disclosures of                            
contingent assets and liabilities as of the date of the                         
financial statements, and the reported amounts of revenues                      
and expenses during the reporting period.  Accordingly,                         
actual results could differ from those estimates.                               

NOTE 2 -  DEVELOPMENT STAGE OPERATIONS                                          
--------------------------------------                                          

The Company's operations have been devoted primarily to                         
raising capital for future operations and administrative                        
functions.                                                                      
The ability of the Company to achieve its business objective                    
is contingent upon its success in raising additional capital                    
until adequate revenues are realized from operations.                           

MASTER COMMUNICATIONS CORP.                           
(A DEVELOPMENT STAGE COMPANY)                             
NOTES TO FINANCIAL STATEMENTS                           
DECEMBER 31, 1998                               
------------------                              

NOTE 3 -  INCOME TAXES                                                          
----------------------                                                          

The Company has a carryforward loss for income tax purposes                     
of $12,646 that may be offset against future taxable income.                    
The carryfoward loss expires in the year 2014.  Management                      
has elected not to recognize any future income tax benefits                     
that may arise from the utilization of the carryforward due                     
to the uncertainty regarding the success of future                              
operations.                                                                     

NOTE 4 -  STOCKHOLDERS' EQUITY                                                  
-------------------------------                                                 

The Company issued 100,000 common shares upon incorporation                     
to James F. Lee (President), the Company's sole officer and                     
director, in consideration for management services valued at                    
$4,000. In addition, it issued 200,000 common shares to GSM                     
Communications  Inc., an affiliated company. These investors                    
are deemed to be founders and affiliates of the Company.                        
Concurrently, the Company entered into a private offering of                    
securities pursuant to Regulation D, Rule 504, promulgated                      
under the Securities Act of 1933.  Common shares were                           
offered to non-accredited investors for cash consideration                      
of 4 cents per share for which 425,000 shares were issued to                    
5 unaffiliated shareholders.  That offering is now closed.                      
On March 20, 1998, Mr. Lee sold his ownership interest in                       
the Company, consisting of 100,000 shares, to The Farkas                        
Group, Inc., in a private transaction subject to Section                        
4(2) of the Securities Act of 1933.  The Farkas Group, Inc.                     
is a privately-held corporation owned primarily by Mr.                          
Michael D. Farkas.                                                              

On December 28, 1998, GSM Communications sold its stock to                      
Congregation Beth Harredresh Rachnary Haub for $8,000.                          

MASTER COMMUNICATIONS CORP.                       
(A DEVELOPMENT STAGE COMPANY)                         
NOTES TO FINANCIAL STATEMENTS                         
DECEMBER 31, 1998                             
-----------------                             

NOTE 5 - SUBSEQUENT EVENTS AND RELATED PARTY TRANSACTIONS                       
OFFICERS AND BOARD OF DIRECTORS                               
---------------------------------------------------------                       

Subsequent to year end, the shareholders elected two members                    
to the Board of Directors:                                                      

Javier Aguero           -     Director                  
Jamee Freeman           -     Director                  

The Board of Directors elected the following officers:                          

Jamee Freeman            -     President and            
                     Chief Executive
             Officer
Javier Aguero            -     Executive Vice           
                   President and
                     Chief Financial
             Officer
Javier Aguero            -     Secretary/               
               Treasurer

EMPLOYMENT AGREEMENT                                                            

Subsequent to December 31, 1998 the Company agreed in                           
principle to an employment agreement for Jamee Freeman. The                     
significant terms of this agreement are as follows:                             

TERM                                                                            

1 year term, automatically renewable for a period of 1                          
year each consecutive year thereafter, unless prior notice                      
is given by either the Company or the employee 90 days                          
prior to the expiration of the contract term.                                   
COMPENSATION                                                                    
Compensation will be at an annual rate of $49,000.                              

MASTER COMMUNICATIONS CORP.                           
(A DEVELOPMENT STAGE COMPANY)                           
NOTES TO FINANCIAL STATEMENTS                         
DECEMBER 31, 1998                           
-----------------                           

NOTE 5 -  SUBSEQUENT EVENTS AND RELATED PARTY TRANSACTIONS                      
(Cont'd)                                                      
----------------------------------------------------------                      

RELATED PARTY TRANSACTIONS                                                      

The Company paid The Farkas Group, Inc. $5,000 for assisting                    
in creating a private placement offering document.  The                         
Farkas Group, Inc. owns 100,000 shares of the Company's                         
common stock and is deemed to be a related party.  The                          
Farkas Group is primarily owned by Michael D. Farkas.                           
The Company engaged Berger & Assoc. for various consulting                      
services.  Berger & Assoc. is owned by  a family member of                      
Michael D. Farkas and is deemed to be a related party.                          

Item 15(b) Exhibits                                                             

EXHIBIT #                   DESCRIPTION                                         
---------                   -----------                                         
3(i)                        ARTICLES OF INCORPORATION OF                        
   MASTER COMMUNICATIONS CORP.

3(ii)                       BY-LAWS OF MASTER COMMUNICATIONS                    
CORP.                   

3(iii)                      ARTICLES OF INCORPORATION OF                        
      MASTERTEL COMMUNICATIONS CORP.

3(iv)                       BY-LAWS OF MASTERTEL                                
COMMUNICATIONS CORP.    

Signatures                                                                      

In accordance with Section 12 of the Securities Exchange                        
Act of 1934, the registrant caused this registration                            
statement to be signed on its behalf by the undersigned,                        
thereunto duly authorized.                                                      

/S/JAMEE FREEMAN        
-----------------       
JAMEE FREEMAN     
         Title: President,Secretary,
                  Treasurer and Director
Date: August 5, 1999                                                            

INDEX TO EXHIBITS                                                               

EXHIBIT #                   DESCRIPTION                                         
---------                   -----------                                         

3(i)                        ARTICLES OF INCORPORATION OF                        
   MASTER COMMUNICATIONS CORP.

3(ii)                       BY-LAWS OF MASTER COMMUNICATIONS                    
CORP.                   

3(iii)                      ARTICLES OF INCORPORATION OF                        
      MASTERTEL COMMUNICATIONS CORP.

3(iv)                       BY-LAWS OF MASTERTEL                                
COMMUNICATIONS CORP.    

EXHIBIT 3(i) - ARTICLES OF INCORPORATION                                        
-------------------------------------                                           

ARTICLES OF INCORPORATION                         
OF                              
MASTER COMMUNICATIONS CORP.                       

The undersigned subscriber to these Articles of                       
Incorporation, a natural person competent to contract,                          
hereby forms a corporation under the laws of the State of                       
Florida.                                                                        

ARTICLE I.  NAME                          
----------------                          

The name of the corporation shall be: MASTER                          
COMMUNICATIONS CORP.  The principal place of business of                        
this corporation shall be 265 Sunrise Avenue, Suite 204,                        
Palm Beach, Florida 33480.                                                      

ARTICLE II.  NATURE OF BUSINESS                           
-------------------------------                           

This corporation may engage or transact in any or all                 
lawful activities or business permitted under the laws of                       
the United States, the State of Florida or any other state,                     
country, territory or nation.                                                   

ARTICLE III.  CAPITAL STOCK                     
---------------------------                     

The maximum number of shares of stock that this                       
corporation is authorized to have outstanding at any one                        
time is 50,000,000 shares of common stock having $.0001 par                     
value per share and 10,000,000 shares of preferred stock                        
having $.0001 par value per share.                                              

ARTICLE IV.  ADDRESS                          
--------------------                          

The street address of the initial registered office of                
the corporation shall be 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480,   
and the name of the registered agent of the corporation at that address is      
Donald F. Mintmire.                                                             

ARTICLE V.  TERM OF EXISTENCE               
-----------------------------               

This corporation is to exist perpetually.                             

ARTICLE VI.  DIRECTORS                      
----------------------                      

This corporation shall have no Directors, initially.                  
The affairs of the Corporation will be managed by the                           
shareholders until such time Directors are designated as                        
provided by the By-Laws.                                                        

ARTICLE VII.  INCORPORATOR                  
--------------------------                  

The name and street address of the incorporator to                    
these Articles of Incorporation is:                                             

Donald F. Minmire, Esq.                                 
Mintmire & Associates                                   
265 Sunrise Avenue                                      
Suite 204                                               
Palm Beach, Florida 33480                               

ARTICLE VIII.  EFFECTIVE DATE                 
-----------------------------                 

The corporation shall commence its existence on May 5,                
1997.                                                                           

IN WITNESS WHEREOF, the undersigned has hereunto set                  
his hand and seal on this 6th day of May, 1997.                                 

/s/ Donald F. Mintmire    
----------------------    
DONALD F. MINMIRE 

STATE OF FLORIDA        )                                                       
SS:                         
COUNTY OF PALM BEACH    )                                                       

The foregoing instrument was acknowledged before me                   
this 6th day of May, 1997 by Donald F. Mintmire, who is                         
personally known to me and who (did/did not) take an oath.                      

/s/ Lisa R. Coppa           
------------------          
Notary Public               

Donald F. Mintmire, having been designated to act as                  
Registered Agent, hereby agree to act in this capacity.                         

/s/ Donald F. Mintmire        
------------------------      
Donald F. Mintmire    

EXHIBIT 3(ii)                                                                   
BYLAWS                      
OF                        
MASTER COMMUNICATIONS CORP.                   

ARTICLE I                                                                       

SHAREHOLDERS                                                                    

1.  SHARE CERTIFICATES.  Certificates evidencing fully-paid                     
shares of the corporation shall set forth thereon the                           
statements prescribed by Section 607.0625 of the Florida                        
Business Corporation Act ("Business Corporation Act") and by                    
any other applicable provision of law, must be signed,                          
either manually or in facsimile, by any one of the following                    
officers:  the President, a Vice President, the Secretary,                      
an Assistant Secretary, the Treasurer, an Assistant                             
Secretary, or by an officer designated by the  Board of                         
Directors, and may bear the corporate seal or its facsimile.                    
If the person who signed, either manually or in facsimile, a                    
share certificate no longer holds office when the                               
certificate is issued, the certificate is nevertheless                          
valid.                                                                          

2.  FRACTIONAL SHARES OR SCRIP.  The corporation may:  issue                    
fractions of a share or pay in money the fair value of                          
fractions of share: make arrangements, or provide reasonable                    
opportunity, for any person entitled to or holding a                            
fractional interest in a share to sell such fractional                          
interest or to purchase such additional fractional interests                    
as may be necessary to acquire a full share; and issue                          
scrip in registered or bearer form, over the manual or                          
facsimile signature of an officer of the corporation or its                     
agent, entitling the holder to receive a full share upon                        
surrendering enough scrip to equal a full share.  Each                          
certificate representing scrip must be conspicuously labeled                    
"scrip" and must contain the information required by of                         
Section 607.0625 of the Business Corporation Act.  The                          
holder of a fractional share is entitled to exercise the                        
rights of a shareholder, including the right to vote, to                        
receive dividends, and to participate in the assets of the                      
corporation upon liquidation.  The holder of scrip is not                       
entitled to any of these rights unless the scrip provides                       
for them.  The Board of Directors may authorize the issuance                    
of scrip subject to any condition considered desirable,                         
including (a) that the scrip will become void if not                            
exchanged for full shares before a specified date; and (b)                      
that the shares for which the scrip is exchangeable may be                      
sold and the proceeds paid to the scripholders.                                 

3.  SHARE TRANSFERS.  Upon compliance with any provisions                       
restricting the transferability of shares that may be set                       
forth in the articles of incorporation, these Bylaws, or any                    
written agreement in respect thereof, transfers of shares of                    
the corporation shall be made only on the books of the                          
corporation by the registered holder thereof, or by his                         
attorney thereunto authorized by power of attorney duly                         
executed and filed with the Secretary of the corporation, or                    
with a agent or a registrar and on surrender of the                             
certificate or certificates for such shares properly                            
endorsed and the payment of all taxes thereon, if any.                          
Except as may be otherwise provided by law or these Bylaws,                     
the person in whose name shares stand on the books of the                       
corporation shall be deemed the owner thereof for all                           
purposes as regards the corporation; provided that whenever                     
any transfer of shares shall be made for collateral                             
security, and not absolutely, such fact, if known to the                        
Secretary of the corporation shall be so expressed in the                       
entry of transfer.                                                              

4.  RECORD DATE FOR SHAREHOLDERS.  For the purpose of                           
determining shareholders entitled  to notice of or to vote                      
any meeting of shareholders to demand a special meeting, or                     
to take any other action, the Board of Directors, of the                        
corporation may fix a date as the record date for any such                      
determination of shareholders, such date in any case to be                      
not more than seventy days before the meeting or action                         
requiring  such determination of shareholders.  A                               
determination of shareholders entitled to notice of or to                       
vote at a shareholders' meeting is effective for any                            
adjournment of the meeting unless the Board of Directors                        
fixes a new record date, which it must do if the meeting is                     
adjourned to a date more than one hundred twenty days (120)                     
days after the date fixed for the original meeting.                             

5.  MEANING OF CERTAIN TERMS.  As used herein in respect of                     
the right to notice of a meeting of shareholders or a waiver                    
thereof or to participate or vote thereat or to consent or                      
dissent in writing in lieu of a meeting, as the case may be,                    
the term "share"  or  "shares" or "shareholder"  or                             
"shareholders" refers to an outstanding share or shares and                     
to a holder or holder of record of outstanding shares when                      
the corporation is authorized to issue only on a class of                       
shares, and said reference is also intended to include any                      
outstanding share or shares and any holder or holders of                        
record of outstanding shares of any class upon which or upon                    
whom the articles of incorporation confer such rights where                     
there are two or more classes or series of shares or upon                       
whom the Business Corporation Act confers such rights                           
notwithstanding that the articles of incorporation may                          
provide for more than one class or series of shares, one or                     
more of which are limited or denied such rights thereunder.                     

6.SHAREHOLDER  MEETING.                                                         

-TIME.  The annual meeting shall be held on the date                  
fixed from time to time by the directors.  A special meeting                    
shall be held on the date fixed from time to time by the                        
directors except when the Business Corporation Act confers                      
the right to call a special meeting upon the shareholders.                      

-PLACE.  Annual meetings and special meetings shall be                
held at such place in or out of the State of Florida as the                     
directors shall from time to time fix.                                          

-CALL.  Annual meetings may be called by the directors                
or the Chairman of the Board of Directors, the Vice Chairman                    
of the Board of Directors, the President , or the Secretary                     
or by an officer instructed by the directors or the                             
President to call the meeting.  Special meetings may                            
be called in like manner.                                                       

-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF                           
NOTICE .  The corporation shall notify shareholders of the                      
date, time, and place of each annual and special                                
shareholders' meeting.  Such notice shall be no fewer than                      
ten or more than sixty days before the meeting date.  Unless                    
the Business Corporation Act or the articles of                                 
incorporation require otherwise, notice of an annual meeting                    
need not include a description of the purpose or purposes                       
for which the meeting need not include a description of the                     
purpose or purposes for which the meeting is called.                            
Notice shall be given in the manner provided in Section                         
607.0141 of the Business Corporation Act, by or at the                          
direction of the President, the Secretary, or the officer or                    
persons calling the meeting.   Notice of a special meeting                      
must include a description of the purpose or purposes for                       
which the meeting is called.  Unless the Business                               
Corporation Act or the articles of incorporation require                        
otherwise, the corporation is required to give notice only                      
to shareholders entitled to vote at the meeting.  A                             
shareholder may waive any notice required by the Business                       
Corporation Act, the articles of incorporation, or the                          
Bylaws before or after the date and time stated in the                          
notice.  The waiver must be in writing, be signed by the                        
shareholder entitled to the notice, and be delivered to the                     
corporation for inclusion in the objection to lack of notice                    
or defective notice of the meeting, unless the shareholder                      
at the beginning of the meeting objects to holding the                          
meeting or transacting business at the meeting; or waives                       
objection to consideration of a particular matter at the                        
meeting that is not within the purpose or purposes described                    
in the meeting notice, unless the shareholder objects to                        
considering the matter when it is presented.                                    

-VOTING LIST FOR MEETING.  After fixing a record date                 
for a meeting, the corporation shall prepare an alphabetical                    
list of the names of all its shareholders who are entitled                      
to notice of a shareholders' meeting, arranged by voting                        
group, with the address of and number  and class and series,                    
if any of shares held by each shareholder.  The                                 
shareholders' list must be available for inspection by any                      
shareholder, for a period of ten days prior to the meeting                      
or such sorter time as exists between the record date and                       
the meeting and continuing through the meeting at the                           
corporation's principal office, or at a place identified in                     
the meeting notice in the city where the meeting will be                        
held, or at the office, of the corporation's transfer agent                     
or registrar.  A shareholder, his agent or attorney is                          
entitled on written demand to inspect the list subject to                       
the requirements of Section 607.1602(3) of the Business                         
Corporation Act, to copy the list, during regular business                      
hours and at his expense, during the period it is available                     
for inspection.  The corporation shall make the                                 
shareholders' list available at the meeting, and any                            
shareholder, or his agent or attorney is entitled to inspect                    
the list at any time during the meeting or any adjournment.                     

-CONDUCT OF MEETING.  Meetings of the shareholders                    
shall be presided over by one of the following officers in                      
the order of seniority and if present and acting - the                          
Chairman of the Board, if any, the Vice Chairman of the                         
Board,  if any, the President, a Vice President, if any, or,                    
if none of the foregoing is in office and present and                           
acting, by a chairman to be chosen by the shareholders.  The                    
Secretary of the corporation, or his absence, an Assistant                      
Secretary, shall act as secretary of every meeting, but, if                     
neither the Secretary nor an Assistant Secretary is present,                    
the chairman of the meeting shall appoint a secretary of he                     
meeting.                                                                        

-PROXY REPRESENTATION.  A shareholder may appoint a                   
proxy to vote or otherwise act for him by signing an                            
appointment from, either personally or his attorney-in-fact.                    
An appointment of a proxy is effective when received by the                     
Secretary or other officer or agent authorized to tabulate                      
votes.  An appointment is valid for up to eleven months,                        
unless a longer period is expressly provided in the                             
appointment form.  An appointment of a proxy is revocable by                    
the shareholder unless the anointment form conspicuously                        
states that it is irrevocable and the appointment is coupled                    
with an interest.                                                               

-SHARES HELD BY NOMINEES.  The corporation may                        
establish a procedure by which the beneficial owner of                          
shares that are registered in the name of a nominee is                          
recognized by the corporation as the shareholder.  The                          
extent of this recognition may be determined in the                             
procedure.                                                                      

-QUORUM .  Unless the articles of incorporation or the                
Business Corporation Act provides otherwise, a majority of                      
the votes entitled to be cast on a matter by a voting a                         
group constitutes a quorum o that voting group for action on                    
that matter.  Shares entitled to vote as a                                      
separate voting group may take action on a matter at a                          
meeting only if a quorum of those shares exists with respect                    
to that matter.  Once a share is represented for any purpose                    
at a meeting, it is deemed present for quorum purposes for                      
the remainder of the meeting and for any adjournment of                         
that meeting unless a new record date is or must be set for                     
that adjourned meeting.                                                         

-VOTING.  Directors are elected by a plurality of the                 
votes cast by the shares entitled to vote in the election at                    
a meeting at which a quorum is present.  If a quorum exists,                    
action on a matter, other than the election of directors, by                    
a voting group  is approved if the votes cast within the                        
voting group favoring the action exceed the votes cast                          
opposing the action, unless the articles of                                     
incorporation or the Business Corporation Act requires a                        
greater number of affirmative votes.                                            

7.  ACTION WITHOUT MEETING.  Unless otherwise provided in                       
the articles of incorporation action required or permitted                      
by the provisions of the Business Corporation Act to be                         
taken at an annual or special meeting of shareholders may be                    
taken without a meeting, without prior notice, and without a                    
vote if the action is taken by the holders of outstanding                       
stock of each voting group entitled to vote thereon having                      
not less than the minimum number of votes with respect to                       
each voting group that would be necessary to authorize or                       
take such action at a meeting at which all voting groups and                    
shares entitled to vote hereon were present and voted.  In                      
order to be effective the action must be evidenced by one or                    
more written consents describing the action taken , dated                       
and signed by approving shareholders having the requisite                       
number of each voting group entitled to vote thereon, and                       
delivered to the corporation by delivery to its principal                       
office in State of Florida, its principal place of business,                    
the corporate Secretary, or another officer or agent of the                     
corporation having custody of the book in which proceedings                     
of meetings of shareholders are recorded.  No written                           
consent shall be effective to take the corporate action                         
referred to therein, unless within sixty days of the date of                    
the earliest dated consent delivered in the manner require                      
by Section 607.0704 of the Business Corporation Act, written                    
consents signed by holders of shares having the number of                       
votes required to take action are delivered to the                              
corporation by delivery as set forth in Section                                 
607.0704 of the Florida Business  Corporation Act.  Action                      
under thus paragraph be subject to the requirements of                          
Section 607.0704 of the Business Corporation Act.                               

ARTICLE II                      

BOARD OF DIRECTORS                                                              

1.  FUNCTIONS GENERALLY - COMPENSATION.  All corporate                          
powers shall be exercised by or under the authority of, and                     
the business and affairs of the corporation managed under                       
the direction of, a Board of Directors.  The Board may fix                      
the compensation of directors.                                                  

2.  QUALIFICATIONS AND NUMBER.  A director need not be a                        
shareholder, a citizen of the United States, or a resident                      
of the State of Florida.  The initial Board of Directors                        
shall consist of one person, which shall be the number of                       
directors until changed.  Thereafter, the number of                             
directors shall not be less than one (1) nor more than ten                      
(10).  The number of directors may be fixed or changed from                     
time to time by the shareholders.  The number shall never be                    
less than one.                                                                  

3.  TERMS AND VACANCIES.  The Terms of the initial directors                    
of the corporation expire at the first shareholders' meeting                    
at which directors are elected.  The terms of all other                         
directors expire at the next annual shareholders' meeting                       
following their election.  A decrease in the number of                          
directors does not shorten an incumbent director's term.                        
The term of a director elected to fill a vacancy expires at                     
the next shareholders' meeting at which directors are                           
elected.  Despite the expiration of a director's term, the                      
director continues to serve until his successor is elected                      
and qualifies or until there is a decrease in the number of                     
directors.  Whenever a vacancy occurs on the Board of                           
Directors, including a vacancy resulting from an increase in                    
the numbers of directors, it may be filled by the                               
affirmative vote of a majority of the remaining directors,                      
through less than a quorum of the Board of Directors, or by                     
the shareholders, unless the articles of incorporation                          
provide otherwise.                                                              

4.MEETINGS.                                                                     

-TIME.  Meetings shall be held at such time as the                    
Board shall fix, except that the first meeting of a newly                       
elected Board shall be held as soon after its election as                       
the directors may conveniently assemble.                                        

-PLACE. The Board of Directors may hold regular or                    
special meetings in or out of the State of Florida at such                      
place as shall be fixed by the Board.                                           

-CALL.  No call shall be required for regular meetings                
for which  time and place have been fixed.  Special meetings                    
may be called by or at the direction of the Chairman of the                     
Board, if any, the Vice Chairman of the Board, if any, of                       
the President, or of a unanimous decision by all of                             
the directors in office.                                                        

-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  Regular                    
meetings of the Board of Directors may be held without                          
notice of the date, time, place, or purpose of the meeting.                     
Written, or oral, notice of the time and place shall be                         
given for special meetings in sufficient time for the                           
convenient assembly of the directors thereat.  The notice of                    
a special meeting need not describe the purpose of the                          
meeting.  Notice of a meeting of the Board of Directors need                    
not given to any director who signs a waiver of notice of                       
such meeting and a waiver of any and all objection to the                       
place of the meeting, the time of the meeting, or the manner                    
in which it has been called or convened, except when a                          
director states, at the beginning of the meeting or promptly                    
upon arrival at the meeting, any objection to the                               
transaction of business because the meeting is not lawfully                     
called or convened.                                                             

-QUORUM AND ACTION.  A quorum of the Board of Directors               
consists of a majority of the number of directors prescribed                    
in or fixed in accordance with these Bylaws.  If a                              
quorum is present when a vote is taken, the affirmative vote                    
of a unanmious vote of directors present is the act of the                      
Board of Directors.  The Board of Directors may permit any                      
or all directors to participate in a regular or special                         
meeting by, or conduct the meeting through use of, any means                    
of communication by which all directors participating may                       
simultaneously hear each other during the                                       
meeting.  A director participating in a meeting by this                         
means is deemed to be present in person at the meeting.                         

-CHAIRMAN OF THE MEETING.  Meetings of the Board of                   
Directors shall be presided over by the following directors                     
in the order of seniority and if present and acting the                         
Chairman of the Board, if any, the Vice Chairman of the                         
Board, if any, the President, or by other director chosen by                    
the Board.                                                                      

5.  REMOVAL OF DIRECTORS .  The shareholders may remove one                     
or more directors with or without cause pursuant to the                         
provisions of Section 607.0808 of the Business                                  
Corporation Act.                                                                

6.  COMMITTEES.  The Board of Directors by resolution                           
adopted by a majority of the full Board of Directors, may                       
designate from among its members an executive committee and                     
one or more other committees each of which, to the extent                       
provided in such resolution or in the articles of                               
incorporation or the Bylaws, shall have and may exercise all                    
the authority of the Board of Directors, except such                            
authority as may not be delegated under the Business                            
Corporation Act.  Each committee may have two or more                           
members, who serve at the pleasure of the Board of                              
Directors.  The provisions of Sections 607.082, 607.0823,                       
and 607.0824 of the Business Corporation Act, which                             
govern meetings, notice and waiver of notice, and quorum and                    
voting requirements, apply to committees and their members                      
as well.                                                                        

7.   ACTION WITHOUT MEETING.  Action required or permitted                      
by the Business Corporation Act to be taken at a Board of                       
Directors' meeting or committee meeting may be taken                            
without a meeting if the action is taken by all members of                      
the Board or of the committee.  The action must be evidenced                    
by one or more written consents describing the action taken,                    
signed by each director or committee member.  Action taken                      
under this paragraph is effective when the last director                        
signs the consent, unless the consent specifies a different                     
effective date.                                                                 

ARTICLE III                         

OFFICERS                                                                        

The corporation shall have a President, and a Secretary, and                    
such other officers as may be deemed necessary, who may be                      
appointed by the directors.  The same individual may                            
simultaneously hold more than one office in the corporation.                    
A duly appointed officer may appoint one or more officers or                    
assistant officers is authorized by the Board of Directors.                     
Each officer of the corporation has the authority and shall                     
perform the duties prescribed by the Board of Directors or                      
by direction of an officer authorized by the Board of                           
Directors to prescribe the duties of other officers;                            
provided, that the Secretary shall have the responsibility                      
for preparation and custody of minutes of the directors' and                    
shareholders' meetings and for authenticating records of the                    
corporation.                                                                    

The Board of Directors may remove any officer at any time                       
with or without cause.                                                          

ARTICLE IV                    

REGISTERED OFFICE AND AGENT                                                     

The address of the initial registered office of the                             
corporation and the name of the initial registered agent of                     
the corporation are set forth in the original articles of                       
incorporation.                                                                  

3(iii) ARTICLES OF INCORPORATION OF MASTERTEL COMMUNICATIONS                    
CORP.                                                             
-----------------------------------------------------------                     

ARTICLES OF INCORPORATION                                                       

Article I.  Name                                                                
--------------------                                                            
The name of this Florida corporation is:                                        
MasterTel Communications Corp.                                                  

Article II.  Address                                                            
--------------------                                                            
The mailing address of the Corporation is:                                      
MasterTel Communications Corp.                                                  
701 Brickell Ave Suite 3120                                                     
Miami FL 33131                                                                  

Article III.  Registered Agent                                                  
------------------------------                                                  
The name and address of the registered agent of the Corporation is:             
Corporate Creations Enterprises Inc.                                            
4521 PGA Boulevard #211                                                         
Palm Beach Gardens, FL 33418                                                    

Article IV.  Board of Directors                                                 
-------------------------------                                                 
The name of each member of the Corporation's Board of Directors is:             
Jamee Freeman                                                                   

The affairs of the Corporation shall be managed by a Board of Directors         
consisting of no less than one director.  The number of directors may be        
increased or decreased from time to time in accordance with the Bylaws of       
the Corporation.  The election of directors shall be done in accordance with    
the Bylaws.  The directors shall be protected from personal liability to the    
fullest extent permitted by applicable law.                                     

Article V.  Capital Stock                                                       
-------------------------                                                       

The Corporation shall have the authority to issue 10,000 shares of common       
stock, par value $.0001 per share.                                              

Article VI.  Incorporator                                                       
-------------------------                                                       

The name and address of the Incorporator is:                                    
Corporate Creations International Inc.                                          
941 Fourth Street #200                                                          
Miami Beach, FL 33139                                                           

Article VII.  Corporate Existence                                               
----------------------------------                                              

These Articles of Incorporation shall become effective and the corporate        
existence will begin on December 16, 1998.                                      
The undersigned incorporator executed these Articles of Incorporation on        
December 17, 1998.                                                              

/s/ Greg K. Kuroda                                                              
--------------------                                                            
CORPORATE CREATIONS INTERNATIONAL INC.                                          
Greg K. Kuroda Vice President                                                   

EXHIBIT 3(iv) BYLAWS OF MASTERTEL COMMUNICATIONS CORP.                          
------------------------------------------------------                          

BYLAWS                      
OF                        
MASTERTEL COMMUNICATIONS CORP.                        

ARTICLE I                                                                       

SHAREHOLDERS                                                                    

1.  SHARE CERTIFICATES.  Certificates evidencing fully-paid                     
shares of the corporation shall set forth thereon the                           
statements prescribed by Section 607.0625 of the Florida                        
Business Corporation Act ("Business Corporation Act") and by                    
any other applicable provision of law, must be signed,                          
either manually or in facsimile, by any one of the following                    
officers:  the President, a Vice President, the Secretary,                      
an Assistant Secretary, the Treasurer, an Assistant                             
Secretary, or by an officer designated by the  Board of                         
Directors, and may bear the corporate seal or its facsimile.                    
If the person who signed, either manually or in facsimile, a                    
share certificate no longer holds office when the                               
certificate is issued, the certificate is nevertheless                          
valid.                                                                          

2.  FRACTIONAL SHARES OR SCRIP.  The corporation may:  issue                    
fractions of a share or pay in money the fair value of                          
fractions of share: make arrangements, or provide reasonable                    
opportunity, for any person entitled to or holding a                            
fractional interest in a share to sell such fractional                          
interest or to purchase such additional fractional interests                    
as may be necessary to acquire a full share; and issue                          
scrip in registered or bearer form, over the manual or                          
facsimile signature of an officer of the corporation or its                     
agent, entitling the holder to receive a full share upon                        
surrendering enough scrip to equal a full share.  Each                          
certificate representing scrip must be conspicuously labeled                    
"scrip" and must contain the information required by of                         
Section 607.0625 of the Business Corporation Act.  The                          
holder of a fractional share is entitled to exercise the                        
rights of a shareholder, including the right to vote, to                        
receive dividends, and to participate in the assets of the                      
corporation upon liquidation.  The holder of scrip is not                       
entitled to any of these rights unless the scrip provides                       
for them.  The Board of Directors may authorize the issuance                    
of scrip subject to any condition considered desirable,                         
including (a) that the scrip will become void if not                            
exchanged for full shares before a specified date; and (b)                      
that the shares for which the scrip is exchangeable may be                      
sold and the proceeds paid to the scripholders.                                 

3.  SHARE TRANSFERS.  Upon compliance with any provisions                       
restricting the transferability of shares that may be set                       
forth in the articles of incorporation, these Bylaws, or any                    
written agreement in respect thereof, transfers of shares of                    
the corporation shall be made only on the books of the                          
corporation by the registered holder thereof, or by his                         
attorney thereunto authorized by power of attorney duly                         
executed and filed with the Secretary of the corporation, or                    
with a agent or a registrar and on surrender of the                             
certificate or certificates for such shares properly                            
endorsed and the payment of all taxes thereon, if any.                          
Except as may be otherwise provided by law or these Bylaws,                     
the person in whose name shares stand on the books of the                       
corporation shall be deemed the owner thereof for all                           
purposes as regards the corporation; provided that whenever                     
any transfer of shares shall be made for collateral                             
security, and not absolutely, such fact, if known to the                        
Secretary of the corporation shall be so expressed in the                       
entry of transfer.                                                              

4.  RECORD DATE FOR SHAREHOLDERS.  For the purpose of                           
determining shareholders entitled  to notice of or to vote                      
any meeting of shareholders to demand a special meeting, or                     
to take any other action, the Board of Directors, of the                        
corporation may fix a date as the record date for any such                      
determination of shareholders, such date in any case to be                      
not more than seventy days before the meeting or action                         
requiring  such determination of shareholders.  A                               
determination of shareholders entitled to notice of or to                       
vote at a shareholders' meeting is effective for any                            
adjournment of the meeting unless the Board of Directors                        
fixes a new record date, which it must do if the meeting is                     
adjourned to a date more than one hundred twenty days (120)                     
days after the date fixed for the original meeting.                             

5.  MEANING OF CERTAIN TERMS.  As used herein in respect of                     
the right to notice of a meeting of shareholders or a waiver                    
thereof or to participate or vote thereat or to consent or                      
dissent in writing in lieu of a meeting, as the case may be,                    
the term "share"  or  "shares" or "shareholder"  or                             
"shareholders" refers to an outstanding share or shares and                     
to a holder or holder of record of outstanding shares when                      
the corporation is authorized to issue only on a class of                       
shares, and said reference is also intended to include any                      
outstanding share or shares and any holder or holders of                        
record of outstanding shares of any class upon which or upon                    
whom the articles of incorporation confer such rights where                     
there are two or more classes or series of shares or upon                       
whom the Business Corporation Act confers such rights                           
notwithstanding that the articles of incorporation may                          
provide for more than one class or series of shares, one or                     
more of which are limited or denied such rights thereunder.                     

6.SHAREHOLDER  MEETING.                                                         

-TIME.  The annual meeting shall be held on the date                  
fixed from time to time by the directors.  A special meeting                    
shall be held on the date fixed from time to time by the                        
directors except when the Business Corporation Act confers                      
the right to call a special meeting upon the shareholders.                      

-PLACE.  Annual meetings and special meetings shall be                
held at such place in or out of the State of Florida as the                     
directors shall from time to time fix.                                          

-CALL.  Annual meetings may be called by the directors                
or the Chairman of the Board of Directors, the Vice Chairman                    
of the Board of Directors, the President , or the Secretary                     
or by an officer instructed by the directors or the                             
President to call the meeting.  Special meetings may                            
be called in like manner.                                                       

-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF                           
NOTICE .  The corporation shall notify shareholders of the                      
date, time, and place of each annual and special                                
shareholders' meeting.  Such notice shall be no fewer than                      
ten or more than sixty days before the meeting date.  Unless                    
the Business Corporation Act or the articles of                                 
incorporation require otherwise, notice of an annual meeting                    
need not include a description of the purpose or purposes                       
for which the meeting need not include a description of the                     
purpose or purposes for which the meeting is called.                            
Notice shall be given in the manner provided in Section                         
607.0141 of the Business Corporation Act, by or at the                          
direction of the President, the Secretary, or the officer or                    
persons calling the meeting.   Notice of a special meeting                      
must include a description of the purpose or purposes for                       
which the meeting is called.  Unless the Business                               
Corporation Act or the articles of incorporation require                        
otherwise, the corporation is required to give notice only                      
to shareholders entitled to vote at the meeting.  A                             
shareholder may waive any notice required by the Business                       
Corporation Act, the articles of incorporation, or the                          
Bylaws before or after the date and time stated in the                          
notice.  The waiver must be in writing, be signed by the                        
shareholder entitled to the notice, and be delivered to the                     
corporation for inclusion in the objection to lack of notice                    
or defective notice of the meeting, unless the shareholder                      
at the beginning of the meeting objects to holding the                          
meeting or transacting business at the meeting; or waives                       
objection to consideration of a particular matter at the                        
meeting that is not within the purpose or purposes described                    
in the meeting notice, unless the shareholder objects to                        
considering the matter when it is presented.                                    

-VOTING LIST FOR MEETING.  After fixing a record date                 
for a meeting, the corporation shall prepare an alphabetical                    
list of the names of all its shareholders who are entitled                      
to notice of a shareholders' meeting, arranged by voting                        
group, with the address of and number  and class and series,                    
if any of shares held by each shareholder.  The                                 
shareholders' list must be available for inspection by any                      
shareholder, for a period of ten days prior to the meeting                      
or such sorter time as exists between the record date and                       
the meeting and continuing through the meeting at the                           
corporation's principal office, or at a place identified in                     
the meeting notice in the city where the meeting will be                        
held, or at the office, of the corporation's transfer agent                     
or registrar.  A shareholder, his agent or attorney is                          
entitled on written demand to inspect the list subject to                       
the requirements of Section 607.1602(3) of the Business                         
Corporation Act, to copy the list, during regular business                      
hours and at his expense, during the period it is available                     
for inspection.  The corporation shall make the                                 
shareholders' list available at the meeting, and any                            
shareholder, or his agent or attorney is entitled to inspect                    
the list at any time during the meeting or any adjournment.                     

-CONDUCT OF MEETING.  Meetings of the shareholders                    
shall be presided over by one of the following officers in                      
the order of seniority and if present and acting - the                          
Chairman of the Board, if any, the Vice Chairman of the                         
Board,  if any, the President, a Vice President, if any, or,                    
if none of the foregoing is in office and present and                           
acting, by a chairman to be chosen by the shareholders.  The                    
Secretary of the corporation, or his absence, an Assistant                      
Secretary, shall act as secretary of every meeting, but, if                     
neither the Secretary nor an Assistant Secretary is present,                    
the chairman of the meeting shall appoint a secretary of he                     
meeting.                                                                        

-PROXY REPRESENTATION.  A shareholder may appoint a                   
proxy to vote or otherwise act for him by signing an                            
appointment from, either personally or his attorney-in-fact.                    
An appointment of a proxy is effective when received by the                     
Secretary or other officer or agent authorized to tabulate                      
votes.  An appointment is valid for up to eleven months,                        
unless a longer period is expressly provided in the                             
appointment form.  An appointment of a proxy is revocable by                    
the shareholder unless the anointment form conspicuously                        
states that it is irrevocable and the appointment is coupled                    
with an interest.                                                               

-SHARES HELD BY NOMINEES.  The corporation may                        
establish a procedure by which the beneficial owner of                          
shares that are registered in the name of a nominee is                          
recognized by the corporation as the shareholder.  The                          
extent of this recognition may be determined in the                             
procedure.                                                                      

-QUORUM .  Unless the articles of incorporation or the                
Business Corporation Act provides otherwise, a majority of                      
the votes entitled to be cast on a matter by a voting a                         
group constitutes a quorum o that voting group for action on                    
that matter.  Shares entitled to vote as a                                      
separate voting group may take action on a matter at a                          
meeting only if a quorum of those shares exists with respect                    
to that matter.  Once a share is represented for any purpose                    
at a meeting, it is deemed present for quorum purposes for                      
the remainder of the meeting and for any adjournment of                         
that meeting unless a new record date is or must be set for                     
that adjourned meeting.                                                         

-VOTING.  Directors are elected by a plurality of the                 
votes cast by the shares entitled to vote in the election at                    
a meeting at which a quorum is present.  If a quorum exists,                    
action on a matter, other than the election of directors, by                    
a voting group  is approved if the votes cast within the                        
voting group favoring the action exceed the votes cast                          
opposing the action, unless the articles of                                     
incorporation or the Business Corporation Act requires a                        
greater number of affirmative votes.                                            

7.  ACTION WITHOUT MEETING.  Unless otherwise provided in                       
the articles of incorporation action required or permitted                      
by the provisions of the Business Corporation Act to be                         
taken at an annual or special meeting of shareholders may be                    
taken without a meeting, without prior notice, and without a                    
vote if the action is taken by the holders of outstanding                       
stock of each voting group entitled to vote thereon having                      
not less than the minimum number of votes with respect to                       
each voting group that would be necessary to authorize or                       
take such action at a meeting at which all voting groups and                    
shares entitled to vote hereon were present and voted.  In                      
order to be effective the action must be evidenced by one or                    
more written consents describing the action taken , dated                       
and signed by approving shareholders having the requisite                       
number of each voting group entitled to vote thereon, and                       
delivered to the corporation by delivery to its principal                       
office in State of Florida, its principal place of business,                    
the corporate Secretary, or another officer or agent of the                     
corporation having custody of the book in which proceedings                     
of meetings of shareholders are recorded.  No written                           
consent shall be effective to take the corporate action                         
referred to therein, unless within sixty days of the date of                    
the earliest dated consent delivered in the manner require                      
by Section 607.0704 of the Business Corporation Act, written                    
consents signed by holders of shares having the number of                       
votes required to take action are delivered to the                              
corporation by delivery as set forth in Section                                 
607.0704 of the Florida Business  Corporation Act.  Action                      
under thus paragraph be subject to the requirements of                          
Section 607.0704 of the Business Corporation Act.                               

ARTICLE II                      

BOARD OF DIRECTORS                                                              

1.  FUNCTIONS GENERALLY - COMPENSATION.  All corporate                          
powers shall be exercised by or under the authority of, and                     
the business and affairs of the corporation managed under                       
the direction of, a Board of Directors.  The Board may fix                      
the compensation of directors.                                                  

2.  QUALIFICATIONS AND NUMBER.  A director need not be a                        
shareholder, a citizen of the United States, or a resident                      
of the State of Florida.  The initial Board of Directors                        
shall consist of one person, which shall be the number of                       
directors until changed.  Thereafter, the number of                             
directors shall not be less than one (1) nor more than ten                      
(10).  The number of directors may be fixed or changed from                     
time to time by the shareholders.  The number shall never be                    
less than one.                                                                  

3.  TERMS AND VACANCIES.  The Terms of the initial directors                    
of the corporation expire at the first shareholders' meeting                    
at which directors are elected.  The terms of all other                         
directors expire at the next annual shareholders' meeting                       
following their election.  A decrease in the number of                          
directors does not shorten an incumbent director's term.                        
The term of a director elected to fill a vacancy expires at                     
the next shareholders' meeting at which directors are                           
elected.  Despite the expiration of a director's term, the                      
director continues to serve until his successor is elected                      
and qualifies or until there is a decrease in the number of                     
directors.  Whenever a vacancy occurs on the Board of                           
Directors, including a vacancy resulting from an increase in                    
the numbers of directors, it may be filled by the                               
affirmative vote of a majority of the remaining directors,                      
through less than a quorum of the Board of Directors, or by                     
the shareholders, unless the articles of incorporation                          
provide otherwise.                                                              

4.MEETINGS.                                                                     

-TIME.  Meetings shall be held at such time as the                    
Board shall fix, except that the first meeting of a newly                       
elected Board shall be held as soon after its election as                       
the directors may conveniently assemble.                                        

-PLACE. The Board of Directors may hold regular or                    
special meetings in or out of the State of Florida at such                      
place as shall be fixed by the Board.                                           

-CALL.  No call shall be required for regular meetings                
for which  time and place have been fixed.  Special meetings                    
may be called by or at the direction of the Chairman of the                     
Board, if any, the Vice Chairman of the Board, if any, of                       
the President, or of a unanimous decision by all of                             
the directors in office.                                                        

-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  Regular                    
meetings of the Board of Directors may be held without                          
notice of the date, time, place, or purpose of the meeting.                     
Written, or oral, notice of the time and place shall be                         
given for special meetings in sufficient time for the                           
convenient assembly of the directors thereat.  The notice of                    
a special meeting need not describe the purpose of the                          
meeting.  Notice of a meeting of the Board of Directors need                    
not given to any director who signs a waiver of notice of                       
such meeting and a waiver of any and all objection to the                       
place of the meeting, the time of the meeting, or the manner                    
in which it has been called or convened, except when a                          
director states, at the beginning of the meeting or promptly                    
upon arrival at the meeting, any objection to the                               
transaction of business because the meeting is not lawfully                     
called or convened.                                                             

-QUORUM AND ACTION.  A quorum of the Board of Directors               
consists of a majority of the number of directors prescribed                    
in or fixed in accordance with these Bylaws.  If a                              
quorum is present when a vote is taken, the affirmative vote                    
of a unanmious vote of directors present is the act of the                      
Board of Directors.  The Board of Directors may permit any                      
or all directors to participate in a regular or special                         
meeting by, or conduct the meeting through use of, any means                    
of communication by which all directors participating may                       
simultaneously hear each other during the                                       
meeting.  A director participating in a meeting by this                         
means is deemed to be present in person at the meeting.                         

-CHAIRMAN OF THE MEETING.  Meetings of the Board of                   
Directors shall be presided over by the following directors                     
in the order of seniority and if present and acting the                         
Chairman of the Board, if any, the Vice Chairman of the                         
Board, if any, the President, or by other director chosen by                    
the Board.                                                                      

5.  REMOVAL OF DIRECTORS .  The shareholders may remove one                     
or more directors with or without cause pursuant to the                         
provisions of Section 607.0808 of the Business                                  
Corporation Act.                                                                

6.  COMMITTEES.  The Board of Directors by resolution                           
adopted by a majority of the full Board of Directors, may                       
designate from among its members an executive committee and                     
one or more other committees each of which, to the extent                       
provided in such resolution or in the articles of                               
incorporation or the Bylaws, shall have and may exercise all                    
the authority of the Board of Directors, except such                            
authority as may not be delegated under the Business                            
Corporation Act.  Each committee may have two or more                           
members, who serve at the pleasure of the Board of                              
Directors.  The provisions of Sections 607.082, 607.0823,                       
and 607.0824 of the Business Corporation Act, which                             
govern meetings, notice and waiver of notice, and quorum and                    
voting requirements, apply to committees and their members                      
as well.                                                                        

7.   ACTION WITHOUT MEETING.  Action required or permitted                      
by the Business Corporation Act to be taken at a Board of                       
Directors' meeting or committee meeting may be taken                            
without a meeting if the action is taken by all members of                      
the Board or of the committee.  The action must be evidenced                    
by one or more written consents describing the action taken,                    
signed by each director or committee member.  Action taken                      
under this paragraph is effective when the last director                        
signs the consent, unless the consent specifies a different                     
effective date.                                                                 

ARTICLE III                         

OFFICERS                                                                        

The corporation shall have a President, and a Secretary, and                    
such other officers as may be deemed necessary, who may be                      
appointed by the directors.  The same individual may                            
simultaneously hold more than one office in the corporation.                    
A duly appointed officer may appoint one or more officers or                    
assistant officers is authorized by the Board of Directors.                     
Each officer of the corporation has the authority and shall                     
perform the duties prescribed by the Board of Directors or                      
by direction of an officer authorized by the Board of                           
Directors to prescribe the duties of other officers;                            
provided, that the Secretary shall have the responsibility                      
for preparation and custody of minutes of the directors' and                    
shareholders' meetings and for authenticating records of the                    
corporation.                                                                    

The Board of Directors may remove any officer at any time                       
with or without cause.                                                          

ARTICLE IV                    

REGISTERED OFFICE AND AGENT                                                     

The address of the initial registered office of the                             
corporation and the name of the initial registered agent of                     
the corporation are set forth in the original articles of                       
incorporation.                                                                  

EXHIBIT 27 FINANCIAL DATA SCHEDULE                                              
----------------------------------                                              

MASTER COMMUNICATIONS CORP.                                                     

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION                            
EXTRACTED FROM THE MAY 31, 1999 BALANCE SHEET                                   
AND THE STATEMENTS OF OPERATIONS FOR FISCAL YEAR                                
ENDED MAY 31, 1999 AND IS QUALIFIED IN ITS                                      
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.                             

                                                                [Download Table]
                                                       
[PERIOD-TYPE]                              5-MOS       
[FISCAL-YEAR-END]                          DEC-31-1999 
[PERIOD-END]                               MAY-31-1999 
[CASH]                                          27,731 
[SECURITIES]                                         0 
[RECEIVABLES]                                      300 
[ALLOWANCES]                                         0 
[INVENTORY]                                          0 
[CURRENT-ASSETS]                                28,031 
[PP&E]                                               0 
[DEPRECIATION]                                       0 
[TOTAL-ASSETS]                                  28,031 
[CURRENT-LIABILITIES]                            6,343 
[BONDS]                                              0 
[COMMON]                                           437 
[PREFERRED-MANDATORY]                                0 
[PREFERRED]                                          0 
[OTHER-SE]                                    < 21,251>
[TOTAL-LIABILITY-AND-EQUITY]                    28,031 
[SALES]                                              0 
[TOTAL-REVENUES]                                     0 
[CGS]                                                0 
[TOTAL-COSTS]                                   41,254 
[OTHER-EXPENSES]                                     0 
[LOSS-PROVISION]                                     0 
[INTEREST-EXPENSE]                                   0 
[INCOME-PRETAX]                               < 41,254>
[INCOME-TAX]                                  < 41,254>
[INCOME-CONTINUING]                           < 41,254>
[DISCONTINUED]                                       0 
[EXTRAORDINARY]                                      0 
[CHANGES]                                            0 
[NET-INCOME]                                  < 41,254>
[EPS-BASIC]                                        0   
[EPS-DILUTED]                                        0 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10SB12G’ Filing		Date		Other Filings
		12/31/99		10KSB
Filed on:		8/5/99
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		5/31/99
		5/24/99
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		5/31/98
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		7/3/97
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		5/8/97
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		2/13/97
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