Skyway Communications Holding Corp – ‘SB-2’ on 10/29/01

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Form SB-2 for I-Teleco.Com, Inc.                      76    260K 

Document Table of Contents

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 As filed with the Securities and Exchange
 Commission on October 29, 2001.

 REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM SB-2

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

I-TELECO.COM, INC.
(Name of Small Business Issuer in its Charter)

                                                                [Download Table]
                                                                                   
Florida                                                          65-0928369        
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer    
 incorporation or organization)   Classification Code Number)   Identification No.)

 1221 BRICKELL AVENUE, SUITE 900
MIAMI, FLORIDA 33131
(305) 358-3678
 (Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

JAMEE KALIMI
PRESIDENT 
I-TELECO.COM, INC.
 1221 BRICKELL AVENUE, SUITE 900
MIAMI, FLORIDA 33131
(305) 539-0900
(Name, address, including zip code, and telephone number, including area code,
 of agent for service)

Copies of communications to:
 GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
 4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NEW JERSEY
 TELEPHONE NO.: (732) 409-1212
 FACSIMILE NO.: (732) 577-1188

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as     
practicable after this Registration Statement becomes effective. If any of the  
securities being registered on this Form are to be offered on a delayed or      
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check   
the following box. |X|                                                          

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box 
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. |_|                     

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act of 1933, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act of 1933, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. |_|                                             

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 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

TITLE OF EACH CLASS OF       AMOUNT TO BE REGISTERED  OFFERING    PROPOSED MAXIMUM            AMOUNT OF       
SECURITIES TO BE REGISTERED                           PRICE       AGGREGATE OFFERING PRICE    REGISTRATION FEE
                                                                                                              
Common Stock, par value       19,014,120              $0.05       $  950,706                  $237.68         
$.0001 per share (2)                                                                                          
                                                                ------------------------    ----------------  
Total                                                             $  950,706                  $237.68         

The offering price has been estimated solely for the purpose of computing the   
amount of the registration fee in accordance with Rule 457(c). The shares are   
valued at $.05 per share. Our common stock is not traded on any national        
exchange and the price has been arbitrarily determined by us.                   

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THEY MAY 
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE       
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE         
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.               

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED October __, 2001             

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE 
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT  
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME         
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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I-TELECO.COM, INC.

 19,014,120 SHARES OF COMMON STOCK

Our selling security holders are offering to sell 19,014,120 shares of our      
common stock.                                                                   

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU    
SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 3.                                                            

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

The date of this prospectus is October __, 2001     

Currently, our stock is not trading on any public market. It is our intention to
retain a market maker to apply for trading on the Over the Counter Bulletin     
Board ("OTC BB") following the effectiveness of this registration statement.    

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 TABLE OF CONTENTS

SUMMARY FINANCIAL DATA.                                            2            

ABOUT OUR COMPANY                                                  3            

RISK FACTORS.                                                      3            

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS           15           

USE OF PROCEEDS.                                                   15           

MARKET PRICE OF OUR COMMON STOCK                                   15           

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR OPERATION.         16           

BUSINESS                                                           22           
MANAGEMENT                                                         32           

PRINCIPAL STOCKHOLDERS                                             36           

DILUTION                                                           37           

SELLING STOCKHOLDERS                                               39           

PLAN OF DISTRIBUTION                                               41           

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     42           

DESCRIPTION OF SECURITIES.                                         42           

DELAWARE BUSINESS COMBINATION PROVISIONS                           45           

INDEMNIFICATION OF DIRECTORS AND OFFICERS.                         45           

WHERE YOU CAN FIND MORE INFORMATION.                               46           

TRANSFER AGENT.                                                    47           

LEGAL MATTERS                                                      47           

EXPERTS.                                                           47           

INDEX TO FINANCIAL STATEMENTS                                      f-1          

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About Our Company                                                               

We are a development stage company, which intends to provide telecommunication  
services in various markets throughout the United States. Initially, we         
anticipate providing long distance telephone services. Ultimately, we intend to 
provide local telephone services, 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 under the    
Federal Telecommunications Act of 1996. Under the Telecommunications Act,       
Integrated Communications Providers 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 our services to small and mid-size        
commercial end users.                                                           

Presently, we have received our licenses to operate as a local and long distance
reseller in Texas, California, New York and Florida. We intend to apply for     
local reseller licenses in other states. In addition, we own our own domain name
www.i-Teleco.com. To date, we have not yet provided these services to any       
customers and have not identified or entered into any strategic partners and    
vendors. We have also not recognized any revenues to date.                      

Our primary growth strategy is to identify and acquire providers of local and   
long distance services, as well as, providers of related services. In some      
instances we intend to acquire only the customer bases of our acquisition       
targets. We have identified and are currently in discussion to acquire our first
long distance reseller. We have not signed a definitive acquisition agreement   
with this company and there is no guarantee that we will be able to complete the
acquisition. It has been the objective of our discussions with this long        
distance reseller to execute and implement as soon as practical a definitive    
acquisition agreement. Pending the execution of a definitive agreement, we have 
limited assets and are dependent on revenue from this offering and loans from   
affiliated parties to continue our operations.                                  

How Our Company Is Organized                                                    

We were incorporated under the name Mastertel, Inc. in the State of Florida on  
December 16, 1998 as a wholly owned subsidiary of i-Incubator.com, Inc., a      
public company trading on the NASDAQ OTC Electronic Bulletin Board. On December 
2, 1999, the Company filed a Certificate of Amendment changing the name of the  
Company to i- Teleco.com, Inc. On January 19, 01, i-Incubator spun off our      
shares to its shareholders of record.                                           

Where You Can Find Us                                                           

We are located at 1221 Brickell Avenue, Suite 900, Miami, Florida 33131. Our    
telephone number is (305) 358-3678, our facsimile number is (305) 539-0901.     

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Summary Financial Data                                                          

The following summary financial data should be read in conjunction with         
"Management's Discussion and Analysis or Plan of Operation" and the Financial   
Statements and Notes thereto, included elsewhere in this Prospectus.            

The following summary financial data should be read in conjunction with         
"Management's Discussion and Analysis or Plan of Operation" and the Financial   
Statements and Notes thereto, included elsewhere in this Prospectus. The        
statement of operations data at December 31, 2000 are derived from our audited  
financial statements and the statement of operations data for the period from   
inception to June 30, 2001, the six months ended June 30 2001 and June 30, 2000 
are derived from our unaudited Financial Statements unaudited financial         
statements included elsewhere in this Prospectus. Balance sheet data at December
31, 2000 are derived from our audited financial statements and the balance sheet
data at six months ended June 30, 2001 are derived from our unaudited financial 
statements included elsewhere in this Prospectus. The operating results for the 
six months ended June 30, 2001 are not necessarily indicative of the results to 
be expected for the full year or for any future period.                         

The operating results are not necessarily indicative of the results to be       
expected for the full year or for any future period.                            

                                                        [Enlarge/Download Table]

                                 Period from                                                      
                                 (Date of                                             Date of     
                                 Inception) to   Six Months                           Inception to
                                 December 31,    Ended June 30,    Year Ended         June 30,    
                                 2000            2001(unaudited)   December 31, 2000  2001        
                                  ----             ----             --------------    ----------  
                                                                                                  
Statement of Operations Data:                                                                     
Net Gain (loss)                ($236,609)        $ 6,627          ($228,451)          ($229,982)  
Total Operating Expenses        $236,100         $91,955           $228,960           $328,055    
Research and Development        $ 18,538         $0                $ 18,538           $ 18,538    
General and administrative      $217,562         $91,955           $210,422           $309,517    

                                December 31,    June 30,          December 31,                    
                                2000            2001(unaudited)   1999                            
                                ----            ----              ----                            

Balance Sheet Data:                                                                               
Cash                            $    49         $ 2,285           $  51                           
Total Current Assets            $   474         $ 2,285           $  51                           
Total Assets                    $   474         $ 2,285           $  51                           
Total Liabilities               $236,983        $232,167          $7,600                          
Stockholders Equity(deficit)    $(236,509)        $(229,882)          $(7,549)                    

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Risk Factors                                                                    

You should carefully consider the following risk factors and other information  
in this prospectus before deciding to become a shareholder of our common stock. 
Your investment in our common stock is highly speculative and involves a high   
degree of risk. You should not invest in our common stock unless you can afford 
to lose your entire investment and you are not dependent on the funds you are   
investing.                                                                      

Please note that throughout this prospectus, the words "we", "our" or "us" refer
to i- Teleco and not to the selling stockholders.                               

We will require additional funds to achieve our business strategy and our       
inability to obtain additional financing could have a material adverse effect on
our ability to maintain business operations.                                    

  We will need to raise additional funds through public or private debt or
sale of equity to continue to grow our business. This financing may not be      
available when needed. Even if this financing is available, it may be on terms  
that we deem unacceptable or are materially adverse to your interests with      
respect to dilution of book value, dividend preferences, liquidation            
preferences, or other terms. Our inability to obtain financing would have a     
material adverse effect on our ability to implement our acquisition and growth  
strategy, and as a result, could require us to diminish or suspend our          
acquisition strategy and possibly cease our operations.                         

Our independent auditors have issued a report in which they expressed           
substantial doubt about our ability to continue as a going concern.             

    The report of our independent auditors on our financial statements for the
year ended December 31, 2000 contains an explanatory paragraph, which indicates 
that we have recurring losses from operations. This report states that, because 
of these losses, there may be a substantial doubt about our ability to continue 
as a going concern. This report and the existence of these recurring losses from
operations may make it more difficult for us to raise additional debt or equity 
financing needed to run our business and is not viewed favorably by analysts or 
investors. We urge potential investors to review this report before making a    
decision to invest in our company.                                              

We have a limited operating history that you can use to evaluate us.            

     Since our inception, we have been engaged solely in start-up activities and
have not commenced material operations in our core business. We have not        
generated any revenues to date and have no significant assets or financial      
resources. Because we have a limited operating history, we have no meaningful   
financial historical data to use as a basis for determining future operational  
performance. The likelihood of our success must be considered in light of the   
problems, expenses, difficulties, complications and delays frequently           
encountered by a small developing company and the highly competitive environment
in which we will operate. We cannot assure you that we will be successful in    
addressing these risks or any other risks. We cannot assure you that we will be 
able to successfully implement our business plan, generate sufficient revenue to
meet our expenses, operate profitably or be commercially successful.            

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We intend to grow through acquisitions or other companies, and our business and 
financial results could be adversely affected if we do not successfully         
implement these acquisitions.                                                   

 We intend, as part of our business strategy to acquire other businesses
which are in the fragmented telecommunications industry. We are unable to       
predict whether or when any prospective acquisitions will occur or the          
likelihood of a material transaction being completed on favorable terms and     
conditions. We are currently in negotiations and discussions with a provider of 
telecommunications services. Our ability to complete an acquisition and other   
acquisitions may be constrained by, among other things, our ability to raise    
additional capital or obtain debt financing. In addition, acquisitions of other 
companies commonly involve certain risks, including, among others:              

    *    the difficulty of assimilating the acquired operations and personnel;
*    the potential disruption of our ongoing business and diversion of
resources and management time;                              
  *    the possible inability of management to maintain uniform standards,
controls, procedures and policies;                          
 *    the risks of entering markets in which we have little or no direct
prior experience; and                                       
    *    the potential impairment of relationships with employees or customers
as a result of changes in management.                       

Therefore, we cannot present to you that we will be able to identify,   
acquire or profitably manage additional companies or successfully integrate the 
operations of additional companies into us without encountering significant     
delays, costs or other problems.                                                

A business combination with a third party provider will probably result in a    
change in control and of management.                                            

 A business combination with a third party involving the issuance of our
common stock will, in all likelihood, result in shareholders of another company 
obtaining a controlling interest in us. The resulting change in control will    
likely result in removal of our present officers and directors and a            
corresponding reduction in or elimination of their participation in our future  
affairs.                                                                        

We are dependent on other long distance carriers to provide transmission        
services, which may make the rates for our services not competitive.            

    The long distance industry has historically had a high average churn rate,
as customers frequently change long distance providers in response to the       
offering of lower rates or promotional incentives by competitors. We will       
initially rely on other carriers to provide transmission and termination        
services for all of our long distance traffic and will need resale agreements   
with long distance carriers to provide us with transmission services. These     
agreements typically provide for the resale of long distance services on a      
per-minute basis and may contain minimum volume commitments. Negotiation of     
these agreements involves estimates of future supply and demand for transmission
capacity as well as estimates of the calling pattern and traffic levels of our  
future customers. If we fail to meet our minimum volume commitments, we may be  
obligated to pay underutilization charges. In addition, if we underestimate our 
need for transmission capacity, we may be required to obtain capacity through   
more expensive means.                                                           

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If 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.                                                    

  To the extent that we interconnect with and use ILEC networks to service
our customers, we will be dependent upon the technology and capabilities of the 
ILECs to meet certain telecommunications needs of our customers and to maintain 
our service standards. Although the Telecommunications Act imposes              
interconnection obligations on ILECs, we cannot assure you 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.                                                                     

Many of our current and potential competitors have substantially greater        
financial, technical, marketing, personnel and brand name recognition.          

   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 include RBOCs providing out-of-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. These companies could enjoy 
a significant cost advantage because they do not currently pay carrier access   
charges or universal service fees.                                              

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 services 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.

"Penny Stock" rules may make buying or selling our common stock difficult.      

  Trading in our securities is subject to the "penny stock" rules. The SEC
has adopted regulations that generally define a penny stock to be any equity    
security that has a market price of less than $5.00 per share, subject to       
certain exceptions. These rules require that any broker-dealer who recommends   
our securities to persons other than prior customers and accredited investors,  
must, prior to the sale, make a special written suitability determination for   
the purchaser and receive the purchaser's written agreement to execute the      
transaction. Unless an exception is available, the regulations require the      
delivery, prior to any transaction involving a penny stock, of a disclosure     
schedule explaining the penny stock market and the risks associated with trading

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in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current 
quotations for the securities they offer. The additional burdens imposed        
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit their market price   
and liquidity of our securities. Broker-dealers who sell penny stocks to certain
types of investors are required to comply with the Commission's regulations     
concerning the transfer of penny stock. These regulations require broker-dealers
to:                                                                             

-    Make a suitability determination prior to selling a penny stock to the     
purchaser;                                                            

-    Receive the purchaser's written consent to the transaction; and - Provide  
certain written disclosures to the purchaser.                         

These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.                   

We will require additional management personnel with expertise in the           
telecommunications industry in order to achieve our business objectives.        

We will require additional management, middle management and technical
personnel who have previous expertise in the telecommunications industry in     
order to achieve our business objectives. We may be unable to attract,          
assimilate or retain other highly qualified employees. There is significant     
competition for qualified employees in the telecommunication industry. If we do 
not succeed in attracting new personnel, our business will be adversely         
affected.                                                                       

Certain provisions of our Charter and Florida law could make a takeover more    
difficult.                                                                      

   Our charter and bylaws and the laws of Florida, the state in which we are
incorporated, contain provisions that might make it more difficult for someone  
to acquire control of us in a transaction not approved by our board of          
directors. These provisions could also discourage proxy contests and make it    
more difficult for you and other stockholders to elect directors other than the 
candidates nominated by our board of directors. The existence of these          
provisions could adversely affect the market price of our common stock.         

These provisions could have the effect of depriving stockholders of an
opportunity to sell their shares at a premium over prevailing market prices.    

There is no assurance of public market and that the common stock will ever trade
on a recognized exchange.                                                       

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There is no established public trading market for our securities. We
currently intend to seek a market maker to apply for 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. There can be no      
assurance that a market maker will agree to file the necessary documents with   
the National Association of Securities Dealers, which operates the OTC          
Electronic Bulletin Board, nor can there be any assurance that such an          
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading    
market, an investor may be unable to liquidate its investment.                  

          SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this prospectus are "forward-looking    
statements". These forward-looking statements involve certain known and unknown 
risks, uncertainties and other factors which may cause our actual results,      
performance or achievements to be materially different from any future results, 
performance or achievements expressed or implied by these forward-looking       
statements. These factors include, among others, the factors set forth above    
under "Risk Factors." The words "believe," "expect," "anticipate," "intend" and 
"plan" and similar expressions identify forward-looking statements. We caution  
you not to place undue reliance on these forward-looking statements.            

   USE OF PROCEEDS

     The selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from  
the resale of these shares. We have agreed to bear the expenses relating to the 
registration of the shares for the selling security holders.                    

 LACK OF MARKET FOR OUR COMMON STOCK

     There is no established public trading market for our securities. We intend
to seek a market maker to apply for 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.                                     

 DIVIDENDS

     To date, we have not declared or paid any dividends on our common stock. We
currently do not anticipate paying any cash dividends in the foreseeable future 
on our common stock, when issued pursuant to this offering. Although we intend  
to retain our earnings, if any, to finance the development and growth of our    
business, our Board of Directors will have the discretion to declare and pay    
dividends in the future. Payment of dividends in the future will depend upon our
earnings, capital requirements, and other factors, which our Board of Directors 
may deem relevant.                                                              

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  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 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.     

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     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of       
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing elsewhere in this     
prospectus. The financial information presented is for the six months ending    
June 30, 2001 and June 30, 2000, for the three months ending June 30, 2001 and  
June 30, 2000, and for the period December 16, 1998 (inception) through June 30,
2001.                                                                           

    The following discussion and analysis contains forward-looking statements,
which involve risks and uncertainties. Our actual results may differ            
significantly from the results, expectations and plans discussed in these       
forward-looking statements.                                                     

Overview                                                                        

We are a development stage company, which intends to provide          
telecommunication services in various markets throughout the United States.     
Initially, we anticipate providing long distance telephone services to small and
mid-size commercial end users. Ultimately, we intend to provide our customers a 
comprehensive suite of related services, including local telephone services,    
Personnel Communications Services, 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 under the    
Federal Telecommunications Act of 1996. Under the Telecommunications Act,       
Integrated Communications Providers can offer cellular, PCS, paging, voice mail,
and a host of other telecommunications services along with local and long       
distance service.                                                               

 Presently, we have received our licenses to operate as a local and long
distance reseller in Texas, California, New York and Florida. We intend to apply
for local reseller licenses in other states. In addition, we own our own domain 
name www.i-Teleco.com. To date, we have not yet provided these services to any  
customers and have not identified or entered into any strategic partners and    
vendors. We have also not recognized any revenues to date.                      

   Our primary growth strategy is to identify and acquire providers of local
and long distance services, as well as, providers of related services. We have  
identified and are currently in discussion to acquire our first long distance   
reseller. We have not signed a definitive acquisition agreement with this       
company and there is no guarantee that we will be able to complete the          
acquisition. It has been the objective of our discussions with this long        
distance reseller to execute and implement as soon as practical a definitive    
acquisition agreement. Pending the execution of a definitive agreement, we have 
limited assets and are dependent on revenue from this offering and loans from   
affiliated parties to continue our operations.                                  

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 During the next twelve months, we expect to take the following steps in
connection with the development of our business and the implementation of our   
plan of operations:                                                             

* within 30 days of effectiveness of this Registration Statement, complete the  
acquisition of the company that we are currently in negotiations with;          

* within 60 days of effectiveness of this Registration Statement, begin         
providing our long distance reselling services;                                 

* hire and train additional staff, including management, marketing staff, and   
administrative personnel; We anticipate hiring at a minimum 10 employees in the 
next twelve months;                                                             

* upon closing of the offering, begin to identify and target local and regional 
providers of long distance services;                                            

* acquire and consolidate targeted and identified providers of long distance    
reselling services.                                                             

   Each of these steps present significant risks with respect to our ability
to implement our plan of operations, which are discussed in the "Risk Factors"  
section of this prospectus. You should carefully review these risks prior to    
participating in the offering.                                                  

  We intend to grow through internal development, strategic alliances, and
acquisitions of existing businesses. Because of uncertainties surrounding our   
development and limited operating history, we anticipate incurring development  
stage losses in the foreseeable future. Our ability to achieve our business     
objectives is contingent upon its success in raising additional capital until   
adequate revenues are realized from operations.                                 

Results of Operations                                                           

PERIOD FROM DECEMBER 16, 1998 (DATE OF INCEPTION) THROUGH JUNE 30, 2001         

      Our cumulative net losses since the inception are attributable to the fact
that we have not derived any revenue from operations to offset out business     
development expenses.                                                           

      Net loss since inception has amounted to $230,982, primarily consisting of
accounting ($16,169), legal ($15,287), salary ($176,854), website development   
fees ($18,538) and the expense in retaining their domain name($50,000). The     
accounting and legal expenses were in connection with the Company's annual and  
quarterly regulatory filings.                                                   

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SIX MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000                                

  Development stage income during the six months ended June 30, 2001 was
$5,627 as compared to a loss of $77,210 for the six months ended June 30, 2000. 
Expenses for the six months ended June 30, 2001 were primarily salary ($62,500) 
accounting ($8,169), legal ($6,578), and corporate fees ($4,480). These fees are
related to the Company's quarterly regulatory filings along with the expenses   
incurred as a result of the agreement and plan of distribution ("spin-off") from
I-Incubator. Also, resulting from the spin-off, Incubator agreed to cancel      
$102,365 of debt owed by the Company which result in gain for the six months    
ended June 30, 2001.                                                            

Expenses for the six months ended June 30, 2000 were primarily salary 
($51,854), travel ($7,583), insurance ($2,127), corporate fees ($1,364) and     
payroll taxes($4,365). These expenses are in connection with daily operations   
and the formation of the Company.                                               

THREE MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000                              

     Development stage expenses during the three months ended June 30, 2001 were
$48,451 as compared to $50,115 for the period ended June 30, 2000.              

 Expenses for the three months ended June 30, 2001 were primarily salary
($33,654) along with accounting ($5,169) and legal fee ($3,248) in connection   
with quarterly regulatory filings.                                              

 Expenses for the three months ended June 30, 2000 were primarily salary
($33,654), travel ($4,250), payroll taxes ($2,575) and seminars and conferences 
($2,115). These expenses resulted from daily operation in forming the Company.  

Capital Resources and Liquidity                                                 

At June 30, 2001, we had current assets of $2,285 and total assets of 
$2,285. These assets consist of cash on hand of $2,285.                         

We received an aggregate total of $64,300 in connection with unsecured
loans from Atlas Equity Group, Inc., a shareholder of the Company, and issued   
promissory notes in the same amount at an interest rate of 10% and maturity     
dates ranging from January 24, 2001, through July 9, 2002. Proceeds from this   
loan were used to pay salaries, administrative expenses and web site development
costs. As of June 30, 2001, we had a cash balance of approximately 2,285.       

Cash Requirements and Additional Funding                                        

  We are dependent on external capital to continue to develop and grow our
business operations and to finance our business strategy. This external capital 
will also be necessary in order for our operations to reach a level in which it 
may internally generate the cash flow necessary to sustain our operations. If we
are unable to raise new capital, we may not be able to maintain business        
operations.                                                                     

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If we are unable to raise additional and necessary capital, we may be 
forced to delay, scale back or eliminate certain product and service development
programs. Even if we are able to continue our operations, the failure to obtain 
financing could have a substantial adverse effect on our business and financial 
results, and we may need to delay full deployment of our services. Although we  
have historically relied upon financing provided by our shareholders to         
supplement our operations, they are not legally obligated to provide us with any
additional funding in the future. We currently do not maintain any lines of     
credit nor do we have any agreements for additional sources of financing.       

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BUSINESS - OUR COMPANY

A Summary Of What We Do                                                         

We are a development stage company, which intends to provide            
telecommunication services in various markets throughout the United States.     
Initially, we anticipate providing long distance telephone services to small to 
midsize commercial business. Ultimately, we intend to provide a comprehensive   
suite of related services, including local telephone services, Personnel        
Communications Services, 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 under the Federal    
Telecommunications Act of 1996. Under the Telecommunications Act, Integrated    
Communications Providers 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 our services to small and mid-size commercial end users. To 
date, we have not yet provided these services to any customers and have not     
identified or entered into any strategic partners and vendors. We have also not 
recognized any revenues to date.                                                

Our primary growth strategy is to identify and acquire providers of long
distance services, as well as, providers of related services. We have identified
and are currently in discussion to acquire our first long distance reseller. We 
have not signed a definitive acquisition agreement with this company and there  
is no guarantee that we will be able to complete the acquisition. It has been   
the objective of our discussions with this long distance reseller to execute and
implement as soon as practical a definitive acquisition agreement. Pending the  
execution of a definitive agreement, we have limited assets and are             
dependent on revenue from this offering and loans from affiliated parties to    
continue our operations.                                                        

The Long Distance Industry                                                      

  The $98.2 billion U.S. long distance industry is dominated by the nation's
three largest long distance providers, AT&T, MCI/WorldCom and Sprint, which     
together generated approximately 74.7% of the aggregate revenue of all U.S. long
distance interexchange carriers in 1999. The balance of the market was accounted
for by other long distance companies, some with national capabilities.          

 According to published reports on the Federal Communications Commission's
web site, the FCC estimates, toll service revenues of U.S. long distance        
interexchange carriers have grown from $38.8 billion in 1984 to $98.2 billion in
1999. While industry revenues have grown at a compounded annual rate of 6.4%    
since 1984, the revenues of carriers other than AT&T, MCI/WorldCom and Sprint   
have grown at a compounded rate of 31.4% during the same period. As a result,   
the aggregate market share of all interexchange carriers other than AT&T,       
MCI/WorldCom and Sprint has grown from 2.6% in 1984 to 25.3% in 1999. During the
same period, the market share of AT&T declined from 90.1% to 40.9%.             

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Prior to the Telecommunications Act of 1996, the long distance          
telecommunications industry had been principally shaped by a court decree       
between AT&T and the United States Department of Justice, known as the          
Modification of Final Judgment that in 1984 required the divestiture by AT&T of 
its 22 Bell operating companies and divided the country into some 200 Local     
Access and Transport Areas, or LATAs. The 22 operating companies, which were    
combined into seven Regional Bell Operating Companies, or RBOCs, were given the 
right to provide local telephone service, local access service to long distance 
carriers and intraLATA toll service, but were prohibited from providing         
interLATA service. The right to provide interLATA service was maintained by AT&T
and the other carriers.                                                         

  To encourage the development of competition in the long distance market, the
Consent Decree and the FCC require most LECs to provide all carriers with access
to local exchange services that is equal in type, quality and price to that     
provided to AT&T and with the opportunity to be selected by customers as their  
preferred long distance carrier. These so-called equal access and related       
provisions are intended to prevent preferential treatment of AT&T. In addition  
to codifying the provisions of the Consent Decree, the Act codifies the LEC's   
equal access and nondiscrimination obligations with respect to the local        
services market by requiring LECs to permit interconnection to their networks   
and establishing among other things, LEC obligations with respect to access,    
resale, number portability, dialing parity, access to rights-of-way, and mutual 
compensation. In essence, the Act codifies the LEC's duty to provide to         
independent service providers, such as, I-Teleco access to the LEC's network    
under the same terms and restrictions which the LEC is subject to. The Act      
allows us to compete with previously established long distance and local        
telephone providers under the same terms and conditions as those providers are  
subject to.                                                                     

Regulatory, judicial and technological factors have helped to create the
foundation for smaller companies to emerge as competitive alternatives to AT&T, 
MCI/WorldCom and Sprint for long distance telecommunications services. The FCC  
requires that AT&T not restrict the resale of its services, and the Consent     
Decree and regulatory proceedings have ensured that access to LEC networks is,  
in most cases, available to all long distance carriers.                         

 PRODUCTS AND SERVICES

Presently, we have received our licenses to operate as a local and long 
distance reseller in Texas, California, New York and Florida. We intend to apply
for local reseller licenses in other states.                                    

    We anticipate operating as a switchless reseller of long distance services
that does not utilize any of our own lines, or switching equipment, and a       
nonfacilities-based reseller of long distance services. In order to effectively 
compete as a switchless and nonfacilities based reseller, we must commit to     
purchase large usage volumes from carriers such as MCI/WorldCom, Inc., Sprint,  
or AT&T pursuant to contract tariffs. By committing to such large usage volumes,
we will be able to procure substantial discounts and offer low-cost,            
high-quality long distance services to our customers at rates below the current 
standard industry levels.                                                       

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We intend to provide long distance telephone service under a variety of 
plans. These include outbound service, inbound toll-free 800 service and        
dedicated private line service for data. We anticipate that our long distance   
services will be billed on a monthly basis either directly by the company or by 
the Local Exchange Carrier, also known as an LEC, through the services of an    
outside billing company. If these services are billed directly by us, we expect 
that the customer will have the choice of paying by credit card or sending the  
payment directly to us. If these services are billed by the LEC, the LEC is     
responsible for collecting the amount billed and remitting the proceeds to us.  

 In light of the fact that we intend to ultimately provide local telephone
services to our customers, we have begun to explore the opportunity but have not
reached any agreements. Whether we will be able to provide local telephone      
services is dependent on our ability to negotiate contracts with third-party    
providers of local telephone service on favorable terms. Therefore, we cannot   
assure you that we will be able to offer local telephone service.               

Target Customer                                                                 

We anticipate that our target customer will primarily encompass small to
middle market companies headquartered in large metropolitan areas that we are   
licensed to provide long distance services. We expect that the largest growth in
demand and the highest margins will be realized by targeting these consumers.   
Typically these customers will have anywhere from 10-1,000 external lines, basic
voice processing requirements, and varying degrees of need for calling card     
services, internet service, and wireless access. These businesses will range    
from technology, consumer products and healthcare to financial, energy and      
transportation. Professional offices such as law firms and medical practices    
will also be target markets. These sectors will be extremely price sensitive    
but, at the same time, attach a premium to superior customer service. These     
accounts will have felt neglected by the major carriers and overwhelmed by the  
techno speak thrown at them by other providers. We anticipate that it is these  
very same consumers who will immediately recognize the benefit and capitalize on
the efficiencies to be gained by effective use of these new telecommunication   
technologies. Because of their size, these customers can deploy new technology  
and application services in a timely manner and begin reaping the benefits      
immediately. We intend to position ourselves as a low-cost provider in the      
marketplace. By offering low rates, we expect to add customers at an accelerated
pace.                                                                           

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 MARKETING AND GROWTH STRATEGY

We are in the process of developing a marketing and growth strategy. We 
anticipate growing our customer base and introducing new related services using 
five important, but very distinct, strategies as follows:                       

     Acquisitions. We anticipate that we will grow our customer base through the
acquisition of income producing long distance reselling 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. We 
intend 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. We anticipate that
our acquisition strategy will also provide us with immediate revenues, which    
will, upon reaching a certain level, provide us with advantages resulting from  
economies of scale. In addition, in some instances, we anticipate purchasing    
only the customer bases of these entities.                                      

Independent Affiliates. We intend to pursue and establish strategic   
affiliations and alliances with major telecommunication companies through       
partnerships and co- branding. To date, we have not forged or entered into any  
such relationships and we do not anticipate entering into such relationships    
until our Registration Statement is effective.                                  

 Sales Force. The third method of marketing utilizes our anticipated own
sales force and independent sales agents. We anticipate developing a sales force
that consists of properly trained professionals from within the industry who are
looking for an opportunity to sell at rates that are lower than the industry    
standard. Many of these professionals will come from our acquisition targets and
from our competitors. To date, we have not hired any sales personnel.           

   Advertising. Although at some future date we plan to employ an aggressive
concentrated media campaign that utilizes a professional advertising agency,    
given our current cash position, we have no immediate plans to use television,  
radio or print media advertisement. We intend to initially rely on obtaining new
customers through important "word-of-mouth" free advertising.                   

    Direct Marketing. The fifth method of marketing we anticipate utilizing is
direct marketing. We intend to developed brochures for all products and services
that can be used as a direct marketing tool and for product promotions.         

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 COMPETITION

 The long distance telecommunications industry is highly competitive and
affected by the introduction of new services by, and the market activities of,  
major industry participants, including AT&T Corp., MCI/WorldCom, Sprint         
Corporation, local exchange carriers such as Bell Atlantic, and other national  
and regional interexchange carriers. Competition in the long distance business  
is based upon pricing, customer service, billing services and perceived quality.
The Company competes against various national and regional long distance        
carriers that are composed of facilities-based providers that carry long        
distance traffic on their own equipment and switchless resellers that resale    
long distance carried by facilities-based providers offering essentially the    
same services as us. Several of our competitors are substantially larger and    
have greater financial, technical and marketing resources. We believe that we   
will able to compete with these competitors by providing high quality service at
the lowest price possible.                                                      

 We believe that the pricing strategies and cost structures of the major
long distance carriers have resulted historically in their charging higher rates
to the small-to-medium sized business customer. Small-to- medium-sized business 
customers typically are not able to make the volume commitments necessary to    
negotiate reduced rates under individualized contracts. By committing to large  
volumes of traffic, we guarantee traffic to the major long distance carrier     
while relieving the major long distance carrier of the administrative burden of 
qualifying and servicing large numbers of small-to-medium-sized accounts. To be 
successful, we believe that we must have lower overhead costs and be able to    
efficiently market the long distance product, process orders, verify credit and 
provide customer service to a large number of accounts. We believe that our     
success will depend upon our continued ability to profitably provide high       
quality, high value services at prices generally competitive with, or lower     
than, those charged by our competitors. We cannot assure you that we will be    
able to compete successfully in these markets. We currently do not have any     
agreements with any transmission facilities to resell services obtained from    
them.                                                                           

  The Telecommunications Act was intended to introduce more competition to
U.S. telecommunications markets. The legislation opened the local services      
market by requiring LECs to permit interconnection to their networks and        
establishing, among other things, LEC obligations with respect to access,       
resale, number portability, dialing parity, access to rights-of-way and mutual  
compensation. The legislation also codifies the LECs' equal access and          
nondiscrimination obligations and preempted most inconsistent state regulation. 
The legislation also contained special provisions that eliminated restrictions  
on the RBOCs providing long distance services, which means that we will face    
competition for providing long distance services from well capitalized, well    
known companies that prior to this time could not compete in long distance      
service.                                                                        

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   GOVERNMENT AND STATE REGULATION

Our anticipated telecommunications services are subject to government 
regulation. Federal law regulates interstate and international                  
telecommunications, while states have jurisdiction over telecommunications that 
originate and terminate within the same state. Changes in existing policies or  
regulations in any state or by the FCC could materially adversely affect our    
future results of operations, particularly if those policies make it more       
difficult for us to obtain service from other long distance companies at        
competitive rates, or otherwise increase the cost and regulatory burdens of     
marketing and providing service. We cannot assure you that the regulatory       
authorities in one or more states or the FCC will not take action having an     
adverse effect on our business or financial condition or results of operations. 

Federal                                                                         

We are classified by the FCC as a nondominant carrier. After the recent 
reclassification of AT&T as nondominant, only the LECs are classified as        
dominant carriers among domestic carriers. Because AT&T is no longer classified 
as a dominant carrier, certain pricing restrictions that formerly applied to    
AT&T have been eliminated, which could make it easier for AT&T to compete with  
us for low volume long distance subscribers. The FCC generally does not exercise
direct oversight over charges for service of nondominant carriers, although it  
has the statutory power to do so. Nondominant carriers are required by statute  
to offer interstate services under rates, terms, and conditions that are just,  
reasonable and not unreasonably discriminatory. The FCC has the jurisdiction to 
act upon complaints filed by third parties, or brought on the FCC's own motion, 
against any common carrier, including nondominant carriers, for failure to      
comply with its statutory obligations. Nondominant carriers are required to file
tariffs listing the rates, terms and conditions of service, which are filed     
pursuant to streamlined tariffing procedures. The FCC also has the authority to 
impose more stringent regulatory requirements on us and change our regulatory   
classification from nondominant to dominant. In the current regulatory          
atmosphere, we believe, however, that the FCC is unlikely to do so.             

The FCC imposes only minimal reporting requirements on nondominant    
resellers, although we are subject to certain reporting, accounting and         
record-keeping obligations. Both domestic and international nondominant         
carriers, including our company, must maintain tariffs on file with the FCC.    

At present, the FCC exercises its regulatory authority to set rates   
primarily with respect to the rates of dominant carriers, and it has            
increasingly relaxed its control in this area. Even when AT&T was classified as 
a dominant carrier, the FCC most recently employed a "price cap" system, which  
essentially exempted most of AT&T's services, including virtually all of its    
commercial and 800 services, from traditional rate of return regulation because 
the FCC believes that these services were subject to adequate competition.      

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State                                                                           

  We will also be subject to varying levels of regulation in the states in
which we provide intrastate telecommunications services. The vast majority of   
the states require us to apply for certification to provide intrastate          
telecommunications services, or at least to register or to be found exempt from 
regulation, before commencing intrastate service. The vast majority of states   
also require us to file and maintain detailed tariffs listing its rates for     
intrastate service. Many states also impose various reporting requirements      
and/or require prior approval for transfers of control of certified carriers,   
corporate reorganizations, acquisitions of telecommunications operations,       
assignments of carrier assets, including subscriber bases, carrier stock        
offerings and incurrence by carriers of significant debt obligations.           
Certificates of authority can generally be conditioned, modified, canceled,     
terminated or revoked by state regulatory authorities for failure to comply with
state law and the rules, regulations and policies of the state regulatory       
authorities. Fines and other penalties, including the return of all monies      
received for intrastate traffic from residents of a state, may be imposed for   
such violations. In certain states, prior regulatory approval may be required   
for acquisitions of telecommunications operations.                              

    As we expand our efforts to resell long distance services, we will have to
remain attentive to relevant federal and state regulations. FCC rules prohibit  
switching, also commonly known as Slamming of a consumer's long distance        
provider without the consumer's consent and specify how that consent can be     
obtained. Most states have consumer protection laws that further define the     
framework within which our anticipated marketing activities must be conducted.  
We intend to comply fully with all laws and regulations, and the constraints of 
federal and state restrictions could impact the success of direct marketing     
efforts.                                                                        

 EMPLOYEES

     We employ one person on a part-time basis. We will employ additional people
as we continue to implement our plan of operation. Our employee is not covered  
by a collective bargaining agreement, and we believe that our relationship with 
our employee is satisfactory.                                                   

 DESCRIPTION OF PROPERTY

We currently use office space in a building located at 1221 Brickell  
Avenue, Suite 900, Miami, Florida. The primary tenant is Atlas Equity Group,    
Inc. Michael D. Farkas our principal shareholder is also the sole shareholder of
Atlas Equity Group, Inc. We currently do not pay any rent to Atlas Equity Group,
Inc.                                                                            

 LEGAL PROCEEDINGS

To the best of our knowledge, there are no known or pending litigation
proceedings against us.                                                         

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our executive officers and     
directors.                                                                      

NAME              AGE      POSITION                                             
----              ---      --------                                             

Jamee Kalimi       32       Vice President, Secretary and Director              

DIRECTORS                                                                       

JAMEE KALIMI has been our Secretary and Director since inception. She has been  
President since July 2001. Since 1998, Ms. Kalimi has been President and        
Director of i- Incubator.com, Inc. a publicly traded company listed on the OTC  
Electronic Bulletin Board. (OTCBB:INQU). Ms. Kalimi is currently the President  
of i-CarAuction.com, Inc., which is a subsidiary of i-Incubator.com, Inc. Ms.   
Kalimi is also Secretary of Genesis Energy Group, Inc., a privately held        
corporation. Ms. Kalimi has been 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 Sclar Realty from April 1996 to February   
1998 and as President of AvJam Communications, Inc. from January 1994 to April  
1996.                                                                           

Ms. Kalimi was appointed as our President in July 2001 when Joshua Lurie was    
terminated as our President.                                                    

BOARD OF DIRECTORS                                                              

The board of directors consists of one director.                                

BOARD COMMITTEES                                                                

The Board of Directors has established no committees.                           

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EXECUTIVE COMPENSATION                                                          

The following table sets forth information concerning annual and long-term      
compensation, on an annualized basis for the 2000 and 2001 fiscal year, for our 
President and for each of our other executive officers (the "Named Executive    
Officers") whose compensation on an annualized basis is anticipated to exceed   
$100,000 during fiscal 2001.                                                    

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                ANNUAL COMPENSATION     LONG TERM COMPENSATION                                    
                                                                       RESTRICTED     SECURITIES                  
NAME AND PRINCIPAL  FISCAL  OTHER          ANNUAL    STOCK            UNDERLYING     OPTIONS          ALL OTHER   
POSITION            YEAR    SALARY          BONUS    COMPENSATION     AWARDS         (NO. OF SHARES)  COMPENSATION
--------            ----    ------          -----    ------------  ------         ---------------  ------------   
                                                                                                                  
Joshua Lurie        2001   $114,354.30           0          0            0          1,000,000            0        
(Past President)    2000   $ 65,384.58           0          0            0                  0        $   0        

Jamee Kalimi        2001   $        0            0          0            0                  0        $   0        
Vice President      2000   $        0            0          0            0                  0        $   0        
and Secretary                                                                                                     

Our shareholders may in the future determine to pay Directors' fees and         
reimburse Directors for expenses related to their activities.                   

STOCK OPTIONS 

We did not grant stock options in 2000.                                         

The following table sets forth information with respect to stock options granted
to the Named Executive Officers during fiscal year 2001:                        

OPTION GRANTS IN FISCAL 2000

                                                                [Download Table]

      (INDIVIDUAL GRANTS) (1)                                               
       NUMBER OF%              OF TOTAL OPTION                              
       SECURITIES UNDERLYING   GRANTED TO EMPLOYEES IN  EXERCISE  EXPIRATION
NAME   OPTIONS GRANTED         FISCAL                   PRICE     DATE      
                               2001                                         
                                                                            
None                                                                        

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No Executive Officer held options during the 2000 fiscal year. The following    
table sets forth information as to the number of shares of common stock         
underlying unexercised stock options and the value of unexercised in-the-money  
stock options projected at the 2000 fiscal year end:                            

None                                                                            

PRINCIPAL STOCKHOLDERS

     The following table sets forth, as of October 29, 2001, certain information
with respect to the beneficial ownership of the common stock by (1) each person 
known by us to beneficially own more than 5% of our outstanding shares, (2) each
of our directors, (3) each Named Executive Officer and (4) all of our executive 
officers and directors as a group. Except as otherwise indicated, each person   
listed below has sole voting and investment power with respect to the shares of 
common stock set forth opposite such person's name.                             

                                                                [Download Table]

NAME AND ADDRESS OF            AMOUNT AND NATURE OF  PERCENT OF        
BENEFICIAL OWNER (1)           BENEFICIAL OWNERSHIP  OUTSTANDING SHARES
--------------------           --------------------  ------------------
5% STOCKHOLDERS                                                        
                                                                       
Michael D. Farkas (2)          8,981,125                 44.87%        
294 South Coconut Lane                                                 
Miami, Florida 33131                                                   

Romano Limited                 1,798,582                  8.99%        
790 Finchley Road                                                      
London NW117UR England                                                 

On Mark Enterprises Inc.       1,171,500                   5.9%        
175 Broadway #D                                                        
New York, NY 10038                                                     

Matthew Sher (3)               1,366,765                  6.83%        
176 Broadway, #5D                                                      
New York, NY 10038                                                     

Scott Mager (4)                1,366,765                  6.83%        
45 Wall Street #311                                                    
New York, NY 10005                                                     

Joshua Lurie                   1,000,000                   4.99%       
268 W. Englewood Ave.                                                  
Teaneck, NJ 07666                                                      

DIRECTORS AND NAMED EXECUTIVE                                          
OFFICERS                                                               

Jamee Kalimi                    175,725                   *            
President, Secretary                                                   
and Director                                                           
3314 Oak Drive                                                         
Hollywood, Florida                                                     

All the Officers and            175,725                   *            
Directors as a Group                                                   

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(1) Under the rules of the SEC, a person is deemed to be the beneficial owner of
a security if such person has or shares the power to vote or direct the voting  
of such security or the power to dispose or direct the disposition of such      
security. A person is also deemed to be a beneficial owner of any securities if 
that person has the right to acquire beneficial ownership within 60 days of the 
date hereof. Unless otherwise indicated by footnote, the named entities or      
individuals have sole voting and investment power with respect to the shares of 
common stock beneficially owned.                                                

(2) Includes 192,048 shares held by his wife Rebecca Farkas and 58,575 held by  
Michael D. Farkas personally. It also includes 3,999,985 shares held by Atlas   
Equity Group, Inc., 2,153,217 shares held by GSM Communications Inc. and        
2,577,300 shares held by the Farkas Group Inc. Michael D. Farkas is the sole    
shareholder and principal of each of these entities.                            

(3) Matthew Sher beneficially owns 1,171,500 shares as a principal shareholder  
of On Mark Enterprises Inc. and 195,265 shares personally for a total of        
1,366,765 shares.                                                               

(4) Scott Mager beneficially owns 1,171,500 shares as a principal shareholder of
On Mark Enterprises Inc. and 195,265 shares personally for a total of 1,366,765 
shares.                                                                         

* Less than one percent (1%)                                                    

===========                                                                     

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SELLING STOCKHOLDERS

    The shares being offered for resale by the selling stockholders consist of
the 19,014,120 shares of common stock issued to the shareholders of in the spin 
off from i-Incubator.com, Inc. in January 2001. Other than with respect to,     
Michael D. Farkas, Rebecca Farkas, Matthew Sher, Scott Mager, and Jamee Kalimi, 
none of the selling stockholders have had within the past three years any       
position, office or other material relationship with us or any of our           
predecessors or affiliates.                                                     

  The following table sets forth the name of the selling stockholders, the
number of shares of common stock beneficially owned by each of the selling      
stockholders as of October 29, 2001 and the number of shares of common stock    
being offered by the selling stockholders. The shares being offered hereby are  
being registered to permit public secondary trading, and the selling            
stockholders may offer all or part of the shares for resale from time to time.  
However, the selling stockholders are under no obligation to sell all or any    
portion of such shares nor are the selling stockholders obligated to sell any   
shares immediately upon effectiveness of this prospectus. All information with  
respect to share ownership has been furnished by the selling stockholders.      

 Shares of common Percent of common Shares of Shares
 of common stock Stock owned prior stock prior
 common stock owned after offering

                                                        [Enlarge/Download Table]

Name of selling stockholder  to offering(1)  To offering    to be sold(1) Number    Percent(1)
                             -----------     -------------  -----=------- --------  -------   
                                                                                              
RICHARD I. ANSLOW                    30,147        .15%            30,147   0            0    
ATLAS EQUITY GROUP INC(2)         3,928,914      19.63%         3,928,914   0            0    
BANK AUGUST ROTH                      7,732        .04%             7,732   0            0    
REBECCA BROCK                       192,048        .96%           192,048   0            0    
ANTHONY C. CAMPIONE                      79        .01%                79   0            0    
CEDE & CO                         1,951,778       9.75%         1,951,778   0            0    
SHAREI CHESED                       388,059       1.94%           204,265   0            0    
SCOT COHEN                          628,553       3.14%           628,553   0            0    
ALAN CORNELL                          7,732        .04%             7,732   0            0    
JANE CORNELL                          7,732        .04%             7,732   0            0    
LAUREN CORNELL                        7,732        .04%             7,732   0            0    
THOMAS DALE/MAUREEN DALE JT TEN      39,055        .19%            39,055   0            0    
RICHARD DUBNOFF                     234,300       1.17%           234,300   0            0    
ECLIPSE FINANCE LTD                  54,592        .27%            54,594   0            0    
THE FARKAS GROUP INC(3)           2,577,300      12.88%         2,577,300   0            0    
MICHAEL D. FARKAS                    58,575        .29%            58,575   0            0    
JAMES A FAVIA                         7,732        .04%             7,732   0            0    
FIRST SECURITY INVESTMENTS INC       33,974        .17%            33,974   0            0    
NAOMI FISHMAN                         5,740        .03%             5,740   0            0    
SHIMON FISHMAN                        5,740        .03%             5,740   0            0    
GSM COMMUNICATIONS INC(4)         2,153,217      10.76%         2,153,217   0            0    
CONGREGATION BETH HAMEDRASH         351,450       1.76%           351,450   0            0    
DAVID HICKS                           7,810        .04%             7,810   0            0    
JERRY HOROWITZ                        7,732        .04%             7,732   0            0    

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RICHARD HOROWITZ                      7,732        .04%             7,732   0            0    
ALAN JABLON                           7,732        .04%             7,732   0            0    
DAVID S. JONTIFF                     15,620        .08%            15,620   0            0    
JAMEE KALIMI                        175,725        .88%           175,725   0            0    
KIM E. KNIGHTES                       5,936        .03%             5,936   0            0    
KULAT COMMUNICATIONS INC             11,715        .06%            11,715   0            0    
DEAN B MERCHANT                          20        .01%                20   0            0    
& PAMELA G. MERCHANT JT TEN                                                 0            0    
KENNETH MICHAEL                         156        .01%               156   0            0    
NET VANTAGE INC                      54,592        .27%            54,592   0            0    
JOHN OGLE                            54,592        .27%            54,592   0            0    
ON MARK ENTERPRISES INC           1,171,500       5.85%         1,171,500   0            0    
SAMUEL N RITTER                       7,810        .04%             7,810   0            0    
RICARDO RODRIGUEZ                     3,905        .02%             3,905   0            0    
ROMANO LIMITED                    1,798,440       8.99%         1,798,440   0            0    
SAALIB - DR V. HYSLUP                54,592        .27%            54,592   0            0    
ERIC SEIDEN                         192,250        .96%           192,250   0            0    
CAROLYN SHER                        126,092        .63%           126,092   0            0    
IRWIN SHER                           61,035        .30%            61,035   0            0    
KENNETH SHER                         14,409        .07%            14,409   0            0    
MARSHA SHER                           4,803        .02%             4,803   0            0    
MATTHEW SHER                        195,250        .97            195,250   0            0    
JACKIE STETSON                        7,732        .04%             7,732   0            0    
JENNIFER STETSON                      7,732        .04%             7,732   0            0    
STOURBRIDGE INVESTMENTS LTD          71,071        .36%            71,071                     
TEMPLE KOL EMETH OF GEORGIA         195,250        .97%           195,250   0            0    
TITAN CORPORATION LIMITED           869,743       4.45%           869,743   0            0    
CHRIS VALLEY                          7,810        .04%             7,810   0            0    
PAUL M VARTELAS                         391        .01%               391   0            0    
JOHN J. WARD                         53,889        .27%            53,889   0            0    
ELI WASHSREGER                      281,160       1.40%           281,160   0            0    
CONGREGATION OF SHAREI YESHUA       205,013       1.02%           205,013   0            0    
CHASDAI YICHZOK                     386,355       1.93%           386,355   0            0    
JOSEPH ZANDSTRA                      39,050        .19%            39,050   0            0    
CONGREGATION OF SHAREI ZION          78,100        .39%            78,100   0            0    

(1) Assumes that all of the shares of common stock offered in this prospectus   
are sold and no other shares of common stock are sold or issued during the      
offering period.                                                                

(2) Michael D. Farkas is a representative of Atlas Equity Group, Inc. and has   
investment control of the shares of i-Teleco owned by Atlas Equity Group, Inc.  

(3) Michael D. Farkas is a representative of The Farkas Group, Inc. and has     
investment control of the shares of i-Teleco owned by The Farkas Group, Inc.    

(4) Michael D. Farkas is a representative of GSM Communications, Inc. and has   
investment control of the shares of i-Teleco owned by GSM Communications, Inc.  

(5) Phil Almer is a representative of Romano Limited and has investment control 
of the shares of I-Teleco owned by Romano Limited.                              

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PLAN OF DISTRIBUTION

The shares may be sold or distributed from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the selling stockholders, directly to one or more purchasers (including     
pledgees) or through brokers, dealers or underwriters who may act solely as     
agents or may acquire shares as principals, at market prices prevailing at the  
time of sale, at prices related to such prevailing market prices, at negotiated 
prices or at fixed prices, which may be changed. The distribution of the shares 
may be effected in one or more of the following methods:                        

    o    ordinary brokers transactions, which may include long or short sales,
o    transactions involving cross or block trades on any securities or
market where our common stock is trading,                   
    o    purchases by brokers, dealers or underwriters as principal and resale
          by such purchasers for their own accounts pursuant to this prospectus,
     o    "at the market" to or through market makers or into an existing market
for the common stock,                                       
o    in other ways not involving market makers or established trading 
   markets, including direct sales to purchasers or sales effected
through agents,                                             
   o    through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise), or                           
  o    any combination of the foregoing, or by any other legally available
means.                                                      

   In addition, the selling stockholders may enter into hedging transactions
with broker-dealers who may engage in short sales, if short sales were          
permitted, of shares in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders may also enter into option or    
other transactions with broker-dealers that require the delivery by such broker-
dealers of the shares, which shares may be resold thereafter pursuant to this   
prospectus.                                                                     

    Brokers, dealers, underwriters or agents participating in the distribution
of the shares may receive compensation in the form of discounts, concessions or 
commissions from the selling stockholders and/or the purchasers of shares for   
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). The selling stockholders and any broker-dealers acting  
in connection with the sale of the shares hereunder may be deemed to be         
underwriters within the meaning of Section 2(11) of the Securities Act of 1933, 
and any commissions received by them and any profit realized by them on the     
resale of shares as principals may be deemed underwriting compensation under the
Securities Act of 1933. Neither the selling stockholders nor we can presently   
estimate the amount of such compensation. We know of no existing arrangements   
between the selling stockholders and any other stockholder, broker, dealer,     
underwriter or agent relating to the sale or distribution of the shares.        

     We will not receive any proceeds from the sale of the shares of the selling
security holders pursuant to this prospectus. We have agreed to bear the        
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $20,000.                    

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 We have received funds from i-Incubator to meet various working capital
requirements. As of December 31, 2000, these advances totaled $102,365 and are  
non-interest bearing and due on demand. In January 2001, the total amount of    
debt was cancelled due to a spin off agreement with Incubator.                  

On March 1, 2000, we agreed to reimburse Atlas Equity Group, Inc., a  
related party, $159.85 per month, on a month-to-month basis, for the use of a   
laptop computer. Atlas Equity Group, Inc. is owned by Michael D. Farkas. The    
contract was cancelled at the end of 2000.                                      

    On September 1, 2000, we entered into an agreement with Michael D. Farkas,
the director of Incubator, a related party to purchase a domain name,           
I-Teleco.com, for $50,000.                                                      

    On October 5, 2000, we entered into an agreement with Envitro.com, Inc., a
related party, to design and construct a Website for $18,538. Envitro .com, Inc.
is a subsidiary of WealthHound.com, Inc., in which Michael D. Farkas is a       
beneficial owner.                                                               

   Between October 2000 and July 2001, we issued to Atlas Equity Group, Inc.
twenty promissory notes aggregating $63,100. The promissory notes bear interest 
of 10% per annum and were due and payable on dates ranging from January 2001    
through July 9, 2002. Michael Farkas is a beneficial owner of Atlas Equity.     

    Between September 2000 and June 30, 2001, we issued to Ostonian Securities
Limited seven promissory notes aggregating $27,750. The promissory notes bear   
interest of 8.25% per annum and are due and payable on dates ranging from       
September 2001 through December 2001. Atlas Equity Group, Inc., in which Michael
Farkas is a beneficial owner, acts as an advisor and consultant to Ostonian.    

In July 2001, a majority of the shareholders removed Joshua Lurie as a director 
of i-Teleco in July 2001, our Board of Directors removed Joshua Lurie from his  
position as President of i-Teleco and named Jamee Kalimi to be our President.   

 DESCRIPTION OF SECURITIES

 The following is a summary description of our capital stock and certain
provisions of our certificate of incorporation and by- laws, copies of which    
have been incorporated by reference as exhibits to the registration statement of
which this prospectus forms a part. The following discussion is qualified in its
entirety by reference to such exhibits.                                         

GENERAL                                                                         

     Our authorized capital stock consists of 50,000,000 shares of common stock,
par value $.0001 per share and no shares of preferred stock.                    

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COMMON STOCK                                                                    

 The holders of the common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Our          
certificate of incorporation and by-laws do not provide for cumulative voting   
rights in the election of directors. Accordingly, holders of a majority of the  
shares of common stock entitled to vote in any election of directors may elect  
all of the directors standing for election. Holders of common stock are entitled
to receive ratably such dividends as may be declared by the Board out of funds  
legally available therefor. In the event of our liquidation, dissolution or     
winding up, holders of common stock are entitled to share ratably in the assets 
remaining after payment of liabilities. Holders of common stock have no         
preemptive, conversion or redemption rights. All of the outstanding shares of   
common stock are 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 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.       

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 INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 607.0850 of the Florida Statutes provides for the indemnification
of officers, directors, employees, and agents. A corporation shall have power to
indemnify any person who was or is a party to any proceeding (other than an     
action by, or in the right of, the corporation), by reason of the fact that he  
or she is or was a director, officer, employee, or agent of the corporation or  
is or was serving at the request of the corporation as a director, officer,     
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with such proceeding, 
including any appeal thereof, if he or she acted in good faith and in a manner  
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no  
reasonable cause to believe his or her conduct was unlawful. The termination of 
any proceeding by judgment, order, settlement, or conviction or upon a plea of  
nolo contendere or its equivalent shall not, of itself, create a presumption    
that the person did not act in good faith and in a manner which he or she       
reasonably believed to be in, or not opposed to, the best interests of the      
corporation or, with respect to any criminal action or proceeding, had          
reasonable cause to believe that his or her conduct was unlawful.               

We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of  
1933. Insofar as indemnification for liabilities arising under the Securities   
Act of 1933 may be permitted to our directors, officers and controlling persons 
pursuant to the provisions described above, or otherwise, we have been advised  
that in the opinion of the Securities and Exchange Commission such              
indemnification is against public policy as expressed in the Securities Act of  
1933 and is, therefore, unenforceable. In the event that a claim for            
indemnification against such liabilities (other than our payment of expenses    
incurred or paid by our director, officer or controlling person in the          
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities being 
registered, we will, unless in the opinion of our counsel the matter has been   
settled by controlling precedent, submit to a court of appropriate jurisdiction 
the question whether such indemnification by it is against public policy as     
expressed in the Securities Act and will be governed by the final adjudication  
of such issue.                                                                  

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 WHERE YOU CAN FIND MORE INFORMATION

   You may read and copy any report, proxy statement or other information we
file with the Commission at the Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at 75 Park      
Place, Room 1400, New York, New York 10007 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. You may obtain information on the  
operation of the Public Reference Room by calling the Commission at             
1-800-SEC-0330. In addition, we file electronic versions of these documents on  
the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR,    
System. The Commission maintains a web site at http://www.sec.gov that contains 
reports, proxy statements and other information filed with the Commission.      

    We have filed a registration statement on Form SB-2 with the Commission to
register shares of our common stock to be sold by the selling stockholders and  
to register additional shares to be sold. This prospectus is part of that       
registration statement and, as permitted by the Commission's rules, does not    
contain all of the information set forth in the registration statement. For     
further information with respect to us or our common stock, you may refer to the
registration statement and to the exhibits and schedules filed as part of the   
registration statement. You can review a copy of the registration statement and 
its exhibits and schedules at the public reference room maintained by the       
Commission, and on the Commission's web site, as described above. You should    
note that statements contained in this prospectus that refer to the contents of 
any contract or other document are not necessarily complete. Such statements are
qualified by reference to the copy of such contract or other document filed as  
an exhibit to the registration statement.                                       

TRANSFER AGENT

  The Transfer Agent and Registrar for our common stock is Corporate Stock
Transfer & Trust Company, 3200 Cherry Creek Drive, Suite 430, Denver, Colorado  
80209. Its telephone number is (303) 282-4800.                                  

 LEGAL MATTERS

   The validity of the shares of common stock offered in this prospectus has
been passed upon for us by Anslow & Jaclin, LLP, 4400 Route 9, 2nd Floor,       
Freehold, New Jersey 07728 and their telephone number is (732) 409-1212.        

 EXPERTS

    The financial statements included in this prospectus included elsewhere in
the registration statement have been audited by Salibello & Broder, LLP,        
independent auditors, as stated in their report appearing herein and elsewhere  
in the registration statement (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to the Company's recurring losses   
from operations which raise substantial doubt about its ability to continue as a
going concern), and have been so included in reliance upon the reports of such  
firm given upon their authority as experts in accounting and auditing.          

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED 
JUNE 30, 2001 AND AS OF DECEMBER 31, 2000 AND 
 FOR THE PERIODS DECEMBER 16, 1998
(DATE OF INCEPTION) THROUGH JUNE 30, 2001 

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

FINANCIAL STATEMENTS                                                            
FINANCIAL STATEMENTS AS OF JUNE 30, 2001 AND                                    
AS OF DECEMBER 31, 2000 AND FOR THE SIX MONTHS ENDED                            
JUNE 30, 2001 AND 2000 AND FOR THE PERIODS                                      
DECEMBER 16, 1998 (DATE OF INCEPTION) THROUGH JUNE 30, 2001                     

I-TELECO.COM, INC.                                                              

(A Development Stage Entity)                                                    

TABLE OF CONTENTS 

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

FINANCIAL STATEMENTS AS OF JUNE 30, 2001 AND AS OF DECEMBER 31, 2000 AND FOR THE
SIX MONTHS ENDED JUNE 30, 2001 AND 2000 AND FOR THE PERIOD DECEMBER 16, 1998    
(DATE OF INCEPTION) THROUGH JUNE 30, 2001                                       

                                                                [Download Table]
                                                          
Balance sheets                                          2 

Statements of operations                                3 

Statements of stockholders' equity (deficit)            4 

Statements of cash flows                               5-6

Notes to financial statement                          7-13

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I-teleco.com, Inc.                                                              
(A Development Stage Company)                                                   

Balance Sheet                                                                   

                                                        [Enlarge/Download Table]

                                                                      (UNAUDITED)              
                                                                      JUNE 30,     DECEMBER 31,
                                                                        2001           2000    
                                                                        ----           ----    
ASSETS                                                                                         

CURRENT ASSETS:                                                                                
                                                                                               
      Cash                                                             $   2,285   $      49   
      Prepaid expenses                                                         0         425   
                                                                       ---------   ---------   
      Total current assets                                                 2,285         474   

TOTAL ASSETS                                                           $   2,285   $     474   
                                                                       =========   =========   
LIABILITIES AND STOCKHOLDERS' EQUITY                                                           

CURRENT LIABILITIES:                                                                           

      Accounts payable and accrued expenses                            $  88,717   $  49,268   
      Due to shareholder                                                  50,000      50,000   
      Note payable-related parties                                        93,450      35,350   
      Loans and advances payable-related party                                 0     102,365   
                                                                       ---------   ---------   
      Total current liabilities                                          232,167     236,983   

STOCKHOLDERS' EQUITY:                                                                          

      Common Stock, par value $.001 per share; 50,000,000 shares                               
      Authorized; 20,014,120 & 19,000,000 shares issued and                                    
      Outstanding at June 30, 2001 & December 31, 2000, respectively      20,014      19,000   
      Additional paid-in capital                                         (18,914)    (18,900)  
      Deficit accumulated during the development stage                  (230,982)   (236,609)  
                                                                       ---------   ---------   

       Total stockholders' equity                                       (229,882)   (236,509)  
                                                                       ---------   ---------   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $   2,285   $     474   
                                                                       =========   =========   

F-2 

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I-teleco.com                                                                    
(A Development Stage Company)                                                   

Statement of Operations                                                         

                                                        [Enlarge/Download Table]

                                               (UNAUDITED)                  (UNAUDITED)              (UNAUDITED)      
                                            SIX MONTHS ENDED            THREE MONTHS ENDED         FOR THE PERIOD     
                                                JUNE 30,                     JUNE 30,             NOVEMBER 22, 1999   
                                                                                                (DATE OF INCEPTION) TO
                                       2001                2000        2001            2000            JUNE 30, 2001  
                                       ----                ----        ----            ----            -------------  
                                                                                                                      
DEVELOPMENT STAGE REVENUES            $      -          $    -         $  -            $   -          $    -          

DEVELOPMENT STAGE EXPENSES:                                                                                           

      Amortization                              0               0            0               0              100       
      Accounting                            8,169               0        5,169               0           16,169       
      Bank charges                            102             104           45              45              410       
      Consulting fees                       1,850              80        1,850               0            8,564       
      Equpiment- rental                         0             480            0             480            1,599       
      On-line services                        150               0           75               0              275       
      Dues and subscriptions                    0             175            0             175              175       
      Domain names                              0               0            0               0           50,000       
      Insurance expense                     2,646           2,127        1,786             850            7,323       
      Legal fees                            6,578           3,599        3,248           3,525           15,287       
      Corporate fees                        4,480           1,364          446             478            4,480       
      Office general                            0             840            0             493              868       
      Wages                                62,500          51,854       33,654          33,654          176,854       
      Seminars and conferences                  0           2,115            0           2,115            2,115       
      Payroll taxes                         5,171           4,365        2,575           2,602           11,951       
      Telephone                               428           2,525          339           1,448            4,848       
      Travel                                  566           7,582          264           4,250            8,954       
      Website development                       0               0            0               0           18,538       
      Miscellaneous                             0               0            0               0              230       
      Printing                                315               0            0               0              315       
                                        ---------        --------     --------        --------        ---------       
TOTAL DEVELOPMENT STAGE EXPENSES           92,955          77,210       49,451          50,115          329,055       
                                        ---------        --------     --------        --------        ---------       

      LOSS FROM OPERATION                 (92,955)        (77,210)     (49,451)        (50,115)        (329,055)      
                                        =========        ========     ========        ========        =========       

      GAIN ON CANCELLATION OF INDEBT      102,365               0            0               0          102,365       

      INTEREST EXPENSE                     (3,783)              0       (3,274)              0           (4,292)      
                                        ---------        --------     --------        --------        ---------       

      NET GAIN / (LOSS)                 $   5,627        $(77,210)    $(52,725)       $(50,115)       $(230,982)      
                                        =========        ========     ========        ========        =========       

LOSS PER COMMON SHARE                                                                                                 
      Basic & diluted                   $ 0.0003        $ (0.0041)    $(0.0027)       $(0.0026)                       
                                      ==========       ==========   ==========      ==========                        
Weighted-average number of common                                                                                     
 shares outstanding                   19,442,691       19,000,000   19,226,157      19,000,000                        
                                      ==========       ==========   ==========      ==========                        

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I-teleco.com, Inc.                                                              
(A Development Stage Company)                                                   

Statments of Chnages on Stockholders' Equity (Deficit)                          
(Unaudited)                                                                     

                                                        [Enlarge/Download Table]

                                                                                                       DEFICIT                
                                                                                                       ACCUMULATED            
                                                                                          ADDITIONAL   DURING THE             
                                                                       COMMON STOCK       PAID-IN      DEVELOPMENT            
                                                                   SHARES        AMOUNT   CAPITAL      STAGE          TOTAL   
                                                                   ------        ------   -------      -----          -----   
                                                                                                                              
Balance, December 16, 1998 (date of inception)                             0    $     0  $      0     $       0     $       0 

Common stock issued to a related party for management service     19,000,000     19,000   (18,900)            0           100 

Loss during the development stage for the period                                                                              
December 16, 1998 (date of inception) through  December 31, 1998           0          0         0          (100)         (100)
                                                                  ----------    -------  --------     ---------     --------- 

Balance, December 31, 1998                                        19,000,000     19,000   (18,900)         (100)            0 

Loss during the development stage for the year                                                                                
ended December 31, 1999                                                    0          0         0        (7,549)       (7,549)
                                                                  ----------    -------  --------     ---------     --------- 

Balance, December 31, 1999                                        19,000,000     19,000   (18,900)       (7,649)       (7,549)

Loss during the development stage for the year ended                                                                          
December 31, 2000                                                          0          0         0      (228,960)     (228,960)
                                                                  ----------    -------  --------     ---------     --------- 

Balance, December 31, 2000                                        19,000,000     19,000   (18,900)     (236,609)     (236,509)

Increase in common stock issued resulting from agreement and                                                                  
  plan of distribution ("spin-off")                                   14,120         14       (14)            0             0 
                                                                  ----------    -------  --------     ---------     --------- 

Restricted common stock issued for services                                                                                   
  rendered to the Company                                          1,000,000      1,000         0             0         6,000 

Gain during the development stage for the six months ended                                                                    
June 30, 2001                                                              0          0         0         5,627         5,627 
                                                                  ----------    -------  --------     ---------     --------- 

Balance, June 30, 2001                                            20,014,120    $20,014  $(18,914)    $(230,982)    $(229,882)
                                                                  ==========    =======  ========     =========     ========= 


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I-teleco.com, Inc.                                                              
(A Development Stage Company)                                                   

Statments of Cash Flows                                                         

                                                        [Enlarge/Download Table]

                                                                        (UNAUDITED)              (UNAUDITED)    
                                                                     SIX MONTHS ENDED          FOR THE PERIOD   
                                                                          JUNE 30,           DECEMBER 16, 1998  
                                                                                             (DATE OF INCEPTION)
                                                                   2001              2000     TO JUNE 30, 2001  
                                                                   ----              ----     ----------------  
OPERATING ACTIVITES                                                                                             
                                                                                                                

     Income (Deficit) accumulated during the development stage  $   5,627         $(77,230)    $(230,982)       

     Adjustments to reconcile net loss to net cash used by                                                      
       operations:                                                                                              

     Amortization                                                       0              100           100        
     Share issued for management services                           1,000                0         1,000        

     Changes in assets and liabilities:                                                                         
     (Increase) Decrease in prepaid expenses                          425                0             0        
     Increase (Decrease) in accounts payable and accrued                                                        
     expenses                                                     (10,551)          17,428        88,717        
                                                                ---------         --------     ---------        
     Net cash used by operating activities                         (3,499)         (59,702)     (144,825)       
                                                                ---------         --------     ---------        

INVESTING ACTIVITIES:                                                                                           

     Net cash used for investing activities                             0                0             0        
                                                                ---------         --------     ---------        
FINANCING ACTIVITIES                                                                                            

     Proceed from loans and advances-related party               (102,365)               0             0        
     Proceed from short term borrowings-net                       108,100           60,214       143,450        
                                                                ---------         --------     ---------        

     Net cash used for financing activities                         5,735           60,214       143,450        
                                                                ---------         --------     ---------        

INCREASE (DECREASE) IN CASH                                     $   2,236         $    512     $  (2,285)       
                                                                =========         ========     =========        

CASH, BEGINNING OF YEAR                                         $      49         $     51     $       0        
                                                                =========         ========     =========        

CASH, END OF YEAR                                               $   2,285         $    563     $  (2,285)       
                                                                =========         ========     =========        


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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

STATEMENT OF CASH FLOWS                                                         

FOR THE PERIOD FROM DECEMBER 16, 1998 (INCEPTION) TO JUNE 30, 2001              
------------------------------------------------------------------------------  

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              

 During the six months ended June 30, 2001 and for the cumulative period
     December 16, 1998 (date of inception) to June 30, 2001, the Company did not
pay any interest.                                                     

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVIITES            

The Company entered into the following non-cash transactions:         

   During the period ended December 31, 1998, the Company issued 19,000,000,
    post split, shares of common stock to I-Incubator.Com, Inc. formerly known
    as Master Communications, Corp. in consideration of management services in
     connection with the formation of the Company. The transaction was valued at
$100 (See note 8).                                                    

On January 19, 2001 the Company entered into an agreement and plan of 
   distribution ("spin-off") with its parent company Incubator. Shareholders
   of Incubator received .7810 shares of the Company's common stock for each
share of incubator. The spin-off resulting in 14,120 additional shares
 issued due to rounding. The transaction was valued at $14 (See note 8).

On May 22, 2001, the Company issued Joshua Lurie the president of the 
Company, 1,000,000 shares of restricted common stock for management   
     services rendered to the company. The transaction was valued at $1,000 (See
note 8).                                                              

The accompanying notes are an integral part of
these financial statements. 

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   

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

1.   ORGANIZATION                                                               

I-Teleco.com, Inc. ("the Company"), formerly Mastertel Communications 
     Corp., was incorporated on December 16, 1998 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 internet industry. The Company intends to grow through
internal development, strategic alliances and acquisitions of existing
business. The company has the authority to issue 50,000,000 shares of 
common stock. The Company is a development stage company and has had  
limited activity.                                                     

The Company was a wholly owned subsidiary of I-Incubator.com, Inc.    
 ("Incubator"), formerly known as Master Communication, Inc., a publicly
     traded company listed on the OTC Electronic Bulletin Board (OTCBB:INQU). On
January 19, 2001, the Company entered into an agreement and plan of   
   distribution ("spin-off") with Incubator. Upon spin-off, the shareholders
 of I-Incubator received 0.7810 shares of the Company's common stock for
    each share of Incubator owned as of February 13, 2001, totaling 19,014,120
  common shares. As a result of this spin-off and share distribution Atlas
Equity Group, Inc., a related party, in which Michael D. Farkas is a  
     beneficial owner, received 3,999,985 shares, representing approximately 21%
     of the Company's outstanding common stock, The Farkas Group, Inc., in which
Michael D. Farkas is a beneficial owner, received 2,577,300 shares    
representing approximately 13.5% of the Company's common stock and GSM
Communications, Inc. in which Michael D. Farkas is a beneficial owner,
    received 2,153,217 shares representing approximately 11.3% of the Company.
     Also, as a result of the spin off I-Incubator has agreed to cancel the debt
owed by the Company of $102,365.                                      

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

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 reporting period. Accordingly, actual results
could differ from those estimates.                                    

CASH AND CASH EQUIVALENTS                                             

For purposes of reporting cash flows, the company considers all highly
   liquid investments purchased with an original maturity of three months or
less to be cash equivalents.                                          

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   

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

CARRYING VALUES                                                       

    The Company reviews the carrying values of its long-lived and identifiable
  intangible assets for possible impairment. Whenever events or changes in
circumstances indicate that the carrying amount of assets may not be  
   recoverable, the Company will reduce the carrying value of the assets and
charge operations in the period the impairment occurs.                

INCOME TAXES                                                          

 The Company utilizes Statement of Financial Standards ("SFAS") No. 109,
   "Accounting for Income Taxes", which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of
events that have been included in financial statements or tax returns.
Under this method, deferred income taxes are recognized for the tax   
     consequences in future years of differences between the tax basis of assets
  and liabilities and their financial reporting amounts at each period end
     based on enacted tax laws and statutory tax rates applicable to the periods
   in which the differences are expected to affect taxable income. Valuation
    allowances are established when necessary to reduce deferred tax assets to
   the amount expected to be realized. The accompanying financial statements
have no provisions for deferred tax assets or liabilities.            

NET LOSS PER SHARE                                                    

   The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss per
    share is computed by dividing the loss available to common shareholders by
    the weighted-average number of common shares outstanding. Diluted loss per
   share is computed in a manner similar to the basic loss per share, except
that the weighted-average number of shares outstanding is increased to
    include all common shares, including those with the potential to be issued
     by virtue of warrants, options, convertible debt and other such convertible
    instruments. Diluted earnings per share contemplates a complete conversion
   to common shares of all convertible instruments only if they are dilutive
in nature with regards to earnings per share. Since the Company has   
 incurred net losses for all periods, and since there are no convertible
    instruments, basic loss per share and diluted loss per share are the same.

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   

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

FAIR VALUE OF FINANCIAL INSTRUMENTS                                   

SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"  
 requires the disclosure of the fair value of financial instruments. The
Company's management, using available market information and other    
valuation methods, has determined the estimated fair value amounts.   
However, considerable judgment is required to interpret market data in
  developing estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts the Company could
realize in a current market exchange.                                 

STOCK COMPENSATION                                                    

 Stock-based compensation is recognized using the intrinsic value method
prescribed in Accounting Principles Board ("APB") Opinion No. 25,     
Accounting for Stock Issued to Employees, and related interpretations.
Accordingly, compensation expense for stock options is measured as the
     excess, if any, of the fair value of the Company's'stock at the date of the
grant over the amount an employee must pay to acquire the stock and is
   amortized over the vesting period. The Company has adopted the disclosure
    provisions of SFAS No. 123, Accounting for Stock-Based Compensation, which
requires the Company to disclose the pro forma effects on earnings and
earnings per share as if SFAS No. 123 had been adopted.               

3.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                                  

     In June 2000, the Financial Accounting Standards Board issued SFAS No. 138,
"Accounting for Derivative Instruments and Hedging Activities - An    
  Amendment of FASB Statement No. 133." SFAS 138 amends the accounting and
    reporting standards for certain derivatives and hedging activities such as
   net settlement contracts, foreign currency transactions and inter company
    derivatives. The Company does not currently hold derivative instruments or
    engage in hedging activities. The requirements of SFAS 138 does not have a
material effect on our financial statements and related disclosures.  

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   

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

4.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS                     

     The Company's initial activities have been devoted to developing a business
     plan, structuring and positioning itself to take advantage of opportunities
available in the internet industry and raising capital for future     
operations and administrative functions.                              

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

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
 liabilities in the normal course of business. As shown in the financial
statements, development stage losses from December 16, 1998 (date of  

  inception) to June 30, 2001 aggregated $230,982. The Company's cash flow

   requirements during this period have been met by contributions of capital
and debt financing. No assurance can be given that these sources of   
financing will continue to be available. If the Company is unable to  
generate profits, or unable to obtain additional funds for its working
capital needs, it may have to cease operations.                       

 The financial statements do not include any adjustments relating to the
  recoverability and classification of assets or liabilities that might be
necessary should the Company be unable to continue as a going concern.

5.   INCOME TAXES                                                               

No provisions for income taxes have been made because the Company has 
 sustained cumulative losses since the commencement of operations. As of

June 30, 2001 and December 31, 2000, the Company had cumulative net   
operating loss carryforwards ("NOL's") of $230,982 and $236,609,      

   respectively, which will be available to reduce future taxable income and
expense in the year ending December 31, 2015 and 2014, respectively.  

    In accordance with SFAS No. 109 the Company has computed the components or
deferred income taxes as follows.                                     

                                                                [Download Table]

                            June 30,  2001          December 31,  2000
                            --------  ----          ------------  ----
                                                                      
Deferred tax assets           $  91,238                 $  93,461     
Valuation allowance             (91,238)                  (93,461)    
                              ---------                 ---------     
Deferred tax asset, net       $    -                    $    -        
                                =======                   =======     


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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   

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

    At June 30, 2001 and December 31, 2000, a valuation allowance has provided
and realization of the deferred tax benefit is not likely.            

    The effective tax rate varies from the U.S. Federal statutory tax rate for
     both the periods ended June 30, 2001 and December 31, 2000, principally due
to the following                                                      

                                                                [Download Table]
                                      
U.S. statutory tax rate            34%
State and local taxes             5.5 
Valuation allowance             (39.5)
                                ----- 

Effective rate                     - %
                                 ==== 

6.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                      

    Accounts payable and accrued expenses as of June 30, 2001 and December 31,
2000 consisted of the following:                                      

                                                                [Download Table]

                                                June 30,  December 31,
                                                2001         2000     
                                                -----        ----     
                                                                      
Accounts payable                             $ 80,825     $ 44,759    
Accrued expenses                                3,600        4,000    
Accrued interest                                4,292          509    
                                               ------         ----    

Total accounts payable and accrued expenses  $ 88,717     $ 49,268    
                                             ========     ========    

7.   NOTE PAYABLE                                                               

    As of June 30, 2001 and December 31, 2000, notes payable consist of twenty
    seven and ten individual notes aggregating a total of $93,450 and $35,350,
     respectively. These notes are short-term borrowings with maturities of less
    then or equal to one year with an interest rate ranging from 8.25% to 11%.

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   

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

8.   STOCKHOLDERS' EQUITY                                                       

   On December 16, 1998 the Company issued 1,000 restricted common shares to
     I-Incubator.com, Inc. ("Incubator"), formerly known as Master Communication
  Corp. in consideration for services rendered in formation of the company
valued at $100.                                                       

   On May 18, 2000, the Company authorized a forward split of 19,000 to 1 on
its common stock. Immediately following the split Incubator owned     
19,000,000 restricted common shares.                                  

On January 19, 2001 the Company entered into an agreement and plan of 
   distribution ("spin-off") with its parent company Incubator. Shareholders
   of Incubator received .7810 shares of the Company's common stock for each
share of incubator. The spin-off resulting in 14,120 additional shares
issued due to rounding.                                               

   On May 22, 2001, the Company issued 1,000,000 restricted common shares to
     Joshua Lurie, the president of the Company for management services rendered
to the company valued at $1,000.                                      

9.   RELATED PARTY TRANSACTIONS                                                 

The Company has received funds from Incubator to meet various working 
capital requirements. As of December 31, 2000, these advances totaled 
   $102,365 and are non-interest bearing and due on demand. In January 2001,
 the total amount of debt was cancelled due to a spin off agreement with
Incubator.                                                            

    On March 1, 2000 the Company agreed to reimburse Atlas Equity Group, Inc.,
    a related party, $159.85 per month (on a month-to-month basis) for the use
  of a laptop computer. Michael D.Farkas owns Atlas Equity Group, Inc. The
contract was cancelled at the end of 2000.                            

     On September 1, 2000, the Company entered into an agreement with Michael D.
 Farkas, the director of Incubator, a related party to purchase a domain
name, I-Teleco.com, for $50,000.                                      

     On October 5, 2000, the Company entered into an agreement with Envitro.com,
Inc., a related party, to design and construct a Website for $18,538. 
Envitro .com, Inc. is a subsidiary of WealthHound.com, Inc., in which 
Michael D. Farkas is a beneficial owner.                              

    Between October 2000 and June 30, 2001, the Company issued to Atlas Equity
   Group, Inc. nineteen promissory notes aggregating $62,100. The promissory
notes bear interest of 10% per annum and were due and payable on dates
     ranging from January 2001 through June 2002. Michael Farkas is a beneficial
owner of Atlas Equity.                                                

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

NOTES TO FINANCIAL STATEMENTS                                                   

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

  Between September 2000 and June 30, 2001, the Company issued to Ostonian
Securities Limited seven promissory notes aggregating $27,750. The    
   promissory notes bear interest of 8.25% per annum and are due and payable
  on dates ranging from September 2001 through December 2001. Atlas Equity
Group, Inc., in which Michael Farkas is a beneficial owner, acts as an
advisor and consultant to Ostonian.                                   

10.  SUBSEQUENT EVENT                                                           

    In July, 2001, the Company issued a promissory note to Atlas Equity Group,
     Inc., a related party in which Michael D. Farkas is a beneficial owner, for
an amount of $1,500 at a rate of 10% per annum. The promissory note   
    principal amount and accrued interest are due and payable on July 9, 2002.

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

FINANCIAL STATEMENTS FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 
31, 2000 AND AS OF DECEMBER 31, 1999 AND FOR THE PERIODS DECEMBER 16, 1998 (DATE
OF INCEPTION) THROUGH DECEMBER 31, 2000 AND DECEMBER 16, 1998 THROUGH DECEMBER
31, 1999

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I-TELECO.COM, INC.

(A DEVELOPMENT STAGE ENTITY)

TABLE OF CONTENTS 

INDEPENDENT AUDITORS' REPORT                         1                          

Balance Sheets                                       2                          

Statements of Operations                             3                          

Statements of Stockholders' Equity (Deficit)         4                          

Statements of Cash Flows                           5-6                          

Notes to Financial Statements                     7-13                          

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INDEPENDENT AUDITORS' REPORT

To the Stockholders and                                                         
Board of Directors                                                              
I-Teleco.com, Inc.                                                              
(A Development Stage Company)                                                   
Miami, Florida                                                                  

We have audited the accompanying balance sheets of I-Teleco.com, Inc. (a        
development stage company) as of December 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for years ended      
December 31, 2000. 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. The financial statements of I-         
Teleco.com, Inc. as of December 31, 1999 were audited by other auditors who     
report dated September 18, 2000, expressed on unqualified opinion on those      
statements.                                                                     

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 included 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 I-Teleco.com, Inc. as of       
December 31, 2000, and the results of its operations and its cash flows for the 
years ended December 31, 2000 in conformity with generally accepted accounting  
principles.                                                                     

The accompanying financial statements have been prepared assuming the Company   
will continue as a going concern. As discussed in Note 3 to the financial       
statements, the Company is development stage company. The realization of a major
portion of its assets is dependent upon its ability to meet its future financing
requirements, and the success of future operations. These factors raise         
substantial doubt about the Company's ability to continue as a going concern.   
The financial statements do not include any adjustments that might result from  
this uncertainty.                                                               

Salibello & Broder LLP                                                          
New York, NY                                                                    
April 4, 2001                                                                   

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

BALANCE SHEETS                                                                  

ASSETS                                                                          

                                                        [Enlarge/Download Table]

                                                                 December 31, 2000   December 31, 1999
                                                                 -----------------   -----------------
                                                                                                      
CURRENT ASSETS:                                                                                       

         Cash                                                           $      49   $      51         
         Prepaid expenses                                                     425           0         
                                                                        --------      ------          

                  Total current assets                                        474          51         

TOTAL ASSETS                                                            $     474   $      51         
                                                                        ========      ======          

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                  

CURRENT LIABILITIES:                                                                                  

         Accounts payable and accrued expenses                          $  99,268   $   3,500         
    Note payable-related parties                                           35,350           0         
         Loans and advances payable-related party                         102,365       4,100         
                                                                        --------      ------          

         Total current liabilities                                        236,983       7,600         

STOCKHOLDERS' EQUITY:                                                                                 

         Common Stock, par value $.0001 per share; 50,000,000 shares                                  
           authorized; 19,000,000 shares issued and                                                   
           outstanding at December 31, 2000 & 1999, respectively           19,000      19,000         
         Additional paid-in capital                                      (18,900)    (18,900)         
         Deficit accumulated during the development stage               (236,609)     (7,649)         
                                                                        --------      ------          
           Total stockholders' equity                                   (236,509)     (7,549)         
                                                                        --------      ------          
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $     474   $      51         
                                                                        ========      ======          

The accompanying notes are an integral part of these financial statements.      

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

STATEMENTS OF OPERATIONS                                                        

                                                        [Enlarge/Download Table]

                                                                                        FOR THE PERIOD   
                                                              YEAR ENDED                DECEMBER 16, 1998
                                                              DECEMBER 31,             (INCEPTION)       
                                                        2000              1999          DECEMBER 31, 2000
                                                        ----              ----          -----------------
                                                                                                         
DEVELOPMENT STAGE REVENUES                            $          0    $         0   $          0         

DEVELOPMENT STAGE EXPENSES:                                                                              

         Amortization                                 $          0    $          0  $        100         
         Accounting                                          5,500           2,500         8,000         
         Bank charges                                          278              30           308         
         Corporate fees                                      2,427           4,019         6,446         
         Consulting fees                                       268               0           268         
         Domain name                                        50,000               0        50,000         
         Dues and subscriptions                                175               0           175         
         Equipment rental                                    1,599               0         1,599         
         Insurance                                           4,677               0         4,677         
         Legal fees                                          7,709           1,000         8,709         
         Office general                                        868               0           868         
         On-line services                                      125               0           125         
         Payroll taxes                                       6,780               0         6,780         
         Salary                                            114,354               0       114,354         
         Seminars and conferences                            2,115               0         2,115         
         Telephone                                           4,420               0         4,420         
         Travel                                              8,388               0         8,388         
         Website development fee                            18,538               0        18,538         
         Miscellaneous                                         230               0           230         

TOTAL DEVELOPMENT STAGE EXPENSES                           228,451           7,549       236,100         

         LOSS FROM OPERATION                             (228,451)         (7,549)  $  (236,100)         

         INTEREST EXPENSE                                    (509)               0         (509)         

         NET LOSS                                        (228,960)         (7,549)  $  (236,609)         

LOSS PER COMMON SHARE                                                                                    

         Basic                                            (0.0120)         (.0004)                       
                                                      ============    ============                       
Diluted                                                        N/A             N/A                       
                                                      ============    ============                       
Weighted-average number of common shares outstanding    19,000,000      19,000,000                       
                                                      ============    ============                       

The accompanying notes are an integral part of these financial statements       

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)                         

                                                        [Enlarge/Download Table]


                                                                                                       DEFICIT             
                                                                                                     ACCUMULATED           
                                                                 COMMON STOCK          ADDITIONAL    DURING THE            
                                                                 ------------           PAID-IN     DEVELOPMENT            
                                                            SHARES          AMOUNT      CAPITAL        STAGE          TOTAL
                                                            -------         -------     --------       ------         -----
                                                                                                                           
Balance, December 16, 1998 (inception)                              0   $        0   $        0    $        0    $        0

Common stock issued to related parties for                                                                                 
  management services                                      19,000,000       19,000     (18,900)             0           100
                                                           ----------   ----------   ----------    ----------    ----------

Loss during development stage for the period December 16,                                                                  
1998 (inception) through December 31, 1998                          0            0            0          (100)        (100)
                                                           ----------        -----         ----       -------       -------

Balance, December 31, 1998                                 19,000,000       19,000     (18,900)          (100)            0

Loss during development statge for the year                                                                                
ended December 31, 1999                                             0            0            0        (7,549)      (7,549)
                                                           ----------        -----         ----       -------       -------
Balance, December 31, 1999                                 19,000,000       19,000     (18,900)        (7,649)      (7,549)
                                                           ==========        =====         ====       =======       =======
Loss during development statge for the year                                                                                
ended December 31, 2000                                             0            0            0      (228,960)    (228,960)
                                                           ----------        -----         ----       -------       -------
Balance, December 31, 2000                                 19,000,000       19,000     (18,900)      (236,609)    (236,509 
                                                           ==========        =====         ====       =======       =======

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I-TELECO.COM.                                                                   
(A DEVELOPMENT STAGE COMPANY)                                                   

STATEMENTS OF CASH FLOWS                                                        

                                                        [Enlarge/Download Table]

                                                                                       FOR THE PERIOD  
                                                                                      DECEMBER 16, 1998
                                                                   YEAR ENDED          (INCEPTION) TO  
                                                                    DECEMBER 31       DECEMBER 31, 2000
                                                                    -----------       -----------------
                                                                2000          1999                     
                                                                ----          ----                     
                                                                                                       
OPERATING ACTIVITES                                                                                    

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE              $(228,960)   $ (7,549)   $(236,609)      

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY                                                  
OPERATIONS                                                                                             

AMORTIZATION                                                          0           0          100       
CHANGES IN ASSETS AND LIABILITIES                                                                      
(INCREASE) DECREASE IN PREPAID EXPENSES                           (425)           0        (425)       
INCREASE (DECREASE) IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES     95,768       3,500       99,268       
                                                                 ------       -----       ------       

     NET CASH USED BY OPERATING ACTIVITIES                    (133,617)     (4,049)    (137,666)       
                                                                 ------       -----       ------       

INVESTING ACTIVITIES:                                                                                  

     NET CASH USED FOR INVESTING ACTIVITIES                           0           0           0        
                                                                 ------       -----      ------        

FINANCING ACTIVITIES                                                                                   

     PROCEED FROM LOANS AND ADVANCES-REALTED PARTY               98,265       4,100     102,365        
     PROCEED FROM SHORT TERM BORROWINGS-NET                      35,350           0      35,350        
                                                                 ------       -----      ------        

      NET CASH USED FOR FINANCING ACTIVITIES                    133,615       4,100     137,715        
                                                                 ------       -----      ------        

      INCREASE (DECREASE) IN CASH                                   (2)          51          49        
                                                                 ------       -----      ------        
      CASH, BEGINNING OF YEAR                                        51           0            0       
                                                                 ------       -----      ------        
      CASH, END OF YEAR                                        $     49    $     51    $     49        
                                                               ========    ========    ========        

The accompanying notes are an integral part of these
financial statements. 

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I-TELECO.COM, INC.                                                              
(A DEVELOPMENT STAGE COMPANY)                                                   

STATEMENT OF CASH FLOWS                                                         

FOR THE PERIOD FROM DECEMBER 16, 1998 (INCEPTION) TO DECEMBER 31, 2000          

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              

During the year ended December 31, 2000 and for the cumulative period December  
16, 1998 (inception) to December 31, 2000, the Company did not pay any interest.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVIITES            

The Company entered into the following non-cash transactions: 

During the period ended December 31, 1998, the Company issued 19,000,000, post  
split, shares of common stock to I-Incubator.Com, Inc. formerly known as Master 
Communications, Corp. in consideration of management services in connection with
the formation of the Company. The transaction was valued at $100. (See note 7). 

The accompanying notes are an integral part of these financial statements.      

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

NOTES TO FINANCIAL STATEMENTS 

1.   ORGANIZATION                                                               

I-Teleco.com, Inc. ("the Company"), formerly Mastertel Communications Corp., a  
wholly owned subsidiary of I-Incubator.Com, Inc. ("Incubator"), was incorporated
on December 16, 1998 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 internet industry. The Company 
intends to grow through internal development, strategic alliances and           
acquisitions of existing business. The company has the authority to issue       
50,000,000 shares of common stock. The Company is a development stage company   
and has had limited activity.                                                   

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

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
reporting period. Accordingly, actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS                                                       

For purposes of reporting cash flows, the company considers all highly liquid   
investments purchased with an original maturity of three months or less to be   
cash equivalents.                                                               

CARRYING VALUES                                                                 

The Company reviews the carrying values of its long-lived and identifiable      
intangible assets for possible impairment. Whenever events or changes in        
circumstances indicate that the carrying amount of assets may not be            
recoverable, the Company will reduce the carrying value of the assets and charge
operations in the period the impairment occurs.                                 

INCOME TAXES                                                                    

 The Company utilizes Statement of Financial Standards ("SFAS") No. 109,
"Accounting for Income Taxes", which requires the recognition of deferred tax   
assets and liabilities for the expected future tax consequences of events that  
have been included in financial statements or tax returns. Under this method,   
deferred income taxes are recognized for                                        

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

NOTES TO FINANCIAL STATEMENTS 

the tax consequences in future years of differences between the tax basis of    
assets and liabilities and their financial reporting amounts at each period end 
based on enacted tax laws and statutory tax rates applicable to the periods in  
which the differences are expected to affect taxable income. Valuation          
allowances are established when necessary to reduce deferred tax assets to the  
amount expected to be realized. The accompanying financial statements have no   
provisions for deferred tax assets or liabilities.                              

NET LOSS PER SHARE                                                              

   The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss per
share is computed by dividing the loss available to common shareholders by the  
weighted-average number of common shares outstanding. Diluted loss per share is 
computed in a manner similar to the basic loss per share, except that the       
weighted-average number of shares outstanding is increased to include all common
shares, including those with the potential to be issued by virtue of warrants,  
options, convertible debt and other such convertible instruments. Diluted       
earnings per share contemplates a complete conversion to common shares of all   
convertible instruments only if they are dilutive in nature with regards to     
earnings per share. Since the Company has incurred net losses for all periods,  
and since there are no convertible instruments, basic loss per share and diluted
loss per share are the same.                                                    

MANAGEMENT DECISION NOT TO CONSOLIDATE                                          

     Statement of Financial Accounting Standards ("SFAS") No. 94, "Consolidation
of All Majority Owned Subsidiaries", encourages the use of consolidated         
financial statements between a parent company and its subsidiaries unless:      

a)   Control is likely to be temporary,                               

b)   Control does not rest with the majority owner(s), or             

    c)   Minority shareholders have certain approval or veto rights that allow
        them to exercise significant control over major management decisions
in the ordinary course of business.                         

The management of Incubator intends to spin off the Company and believes that   
its control is temporary. Therefore, management believes that separate financial
statements are appropriate and properly reflect current operating results.      

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

NOTES TO FINANCIAL STATEMENTS 

FAIR VALUE OF FINANCIAL INSTRUMENTS                                             

SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"  
requires the disclosure of the fair value of financial instruments. The         
Company's management, using available market information and other valuation    
methods, has determined the estimated fair value amounts. However, considerable 
judgment is required to interpret market data in developing estimates of fair   
value. Accordingly, the estimates presented herein are not necessarily          
indicative of the amounts the Company could realize in a current market         
exchange.                                                                       

STOCK COMPENSATION                                                              

The Company has adopted SFAS No. 123 "Accounting for Stock-Based      
Compensation." SFAS No. 123 encourages the use of the fair market method to     
account for transactions involving stock based compensation that are entered    
into for fiscal years beginning after December 15, 1995. Under the fair value   
method, the issuance of equity instruments to non-employees in exchange for     
goods or services should be accounted for based on the fair value of the goods  
or services received or the fair value of the income instruments issued,        
whichever is more reliably measured.                                            

4.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                        

     In June 1997, the Financial Accounting Standards Board ('FASB") issued SFAS
No. 130, "Reporting Comprehensive Income". This statement requires companies to 
classify items of other comprehensive income by their nature in a financial     
statement and display the accumulated balance of other comprehensive income     
separately from retained earnings and additional paid-in capital in the equity  
section of a statement of financial position. SFAS No. 130 is effective for     
financial statements issued for fiscal years beginning after December 15, 1997. 
Management believes that SFAS No. 130 will not have a material effect on the    
Company's financial statements.                                                 

  In June 1997, FASB issued SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information". This statement establishes additional      
standards for segment reporting in financial statements and is effective for    
financial statements for fiscal years beginning after December 15, 1997.        
Management believes that SFAS No. 131 will not have a material effect on the    
Company's financial statements.                                                 

In April, 1998, the American Institute of Certified Public Accountants
issued Statement of Position No. 98-5, "Reporting for Costs of Start-Up         
Activities", ("SOP 98-5"). The Company is required to expense all start-up costs
related to new operations as incurred. In addition, all start-up costs that were
capitalized in the past must be written off when SOP 98-5 is adopted. The       
Company's adoption did not have a material impact on the Company's financial    
position or results of operations.                                              

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

NOTES TO FINANCIAL STATEMENTS 

SFAS No. 133, "Accounting for Derivative Instruments and Hedging      
Activities", is effective for financial statements issued for fiscal years      
beginning after June 15, 1999. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments  
embedded in other contracts, and for hedging activities. Management does not    
believe that SFAS No. 133 will have a material effect on its financial position 
or results of operations.                                                       

     SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after The
Securitization of Mortgage Loans Held for Sale by Mortgage Banking Enterprises",
is effective for financial statements issued in the first fiscal quarter        
beginning after December 15, 1998. This statement is not applicable to the      
Company.                                                                        

SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical      
Corrections", is effective for financial statements issued for fiscal years     
beginning February 1999. This statement is not applicable to the Company.       

4.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS                     

     The Company's initial activities have been devoted to developing a business
plan, structuring and positioning itself to take advantage of opportunities     
available in the internet industry and raising capital for future operations and
administrative functions.                                                       

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

     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of     
liabilities in the normal course of business. As shown in the financial         
statements, development stage losses from December 16, 1998 (inception) to      
December 31, 2000 aggregated $236,609. The Company's cash flow requirements     
during this period have been met by contributions of capital and debt financing.
No assurance can be given that these sources of financing will continue to be   
available. If the Company is unable to generate profits, or unable to obtain    
additional funds for its working capital needs, it may have to cease operations.

 The financial statements do not include any adjustments relating to the
recoverability and classification of assets or liabilities that might be        
necessary should the Company be unable to continue as a going concern.          

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

NOTES TO FINANCIAL STATEMENTS 

5.   INCOME TAXES                                                               

No provisions for income taxes have been made because the Company has 
sustained cumulative losses since the commencement of operations. At December   
31, 2000 and December 31, 1999, the Company had net operating loss carryforwards
("NOL's") of $236,609 and $7,649, respectively, which will be available to      
reduce future taxable income and expense in the year ending December 31, 2015   
and 2014, respectively.                                                         

    In accordance with SFAS No. 109 the Company has computed the components or
deferred income taxes as follows.                                               

                                                                [Download Table]

                         December 31,   December 31,
                            2000           1999     
                            ----           ----     
                                                    
Deferred tax assets      $   93,461     $ 3,021     
Valuation allowance        (93,461)     (3,021)     
                           -------      ------      

Deferred tax asset, net  $        -    $      -     
                         ==========    ========     

At December 31, 2000 and December 31, 1999, a valuation allowance has provided  
and realization of the deferred tax benefit is not likely.                      

The effective tax rate varies from the U.S. Federal statutory tax rate for both 
the periods ended December 31, 2000 and December 31, 1999, principally due to   
the following                                                                   

U.S. statutory tax rate                                  34%                    
State and local taxes                                    5.5                    
Valuation allowance                                   (39.5)                    

Effective rate                                           - %                    
                                     ===

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

NOTES TO FINANCIAL STATEMENTS 

6.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                      

Accounts payable and accrued expenses at December 31, 2000 and December 31, 1999
consisted of the following:                                                     

                                                                [Download Table]

                                         December 31,     December 31,
                                             2000             1999    
                                             ----             ----    
                                                                      
Accounts payable                         $        44,759  $        0  
Accrued expenses                                   4,000       3,500  
Due to related party                              50,000           0  
Accrued interest                                     509           0  

Total accounts payable accrued expenses                               

                                         $        99,268  $    3,500  
                                                  ======       =====  

7.   STOCKHOLDERS' EQUITY                                                       

   On December 16, 1998 the Company issued 1,000 restricted common shares to
I- Incubator.com, Inc. ("Incubator"), formerly known as Master Communication    
Corp. in consideration for services rendered in formation of the company valued 
at $100.                                                                        

   On May 18, 2000, the Company authorized a forward split of 19,000 to 1 on
its common stock. Immediately following the split Incubator owned 19,000,000    
restricted common shares.                                                       

8.   RELATED PARTY TRANSACTIONS                                                 

The Company has received funds from Incubator to meet various working 
capital requirements. These advances totaled $102,365 and are non-interest      
bearing and due on demand.                                                      

    On March 1, 2000 the Company agreed to reimburse Atlas Equity Group, Inc.,
a related party, $159.85 per month (on a month-to-month basis) for the use of a 
laptop computer. Atlas Equity Group, Inc. is owned by Michael D. Farkas.        

     On September 1, 2000, the Company entered into an agreement with Michael D.
Farkas, the director of Incubator, a related party to purchase a domain name,   
I-Teleco.com, for $50,000.                                                      

     On October 5, 2000, the Company entered into an agreement with Envitro.com,
Inc., a related party, to design and construct a web page for $18,538. Envitro  
 .com, Inc. is a subsidiary of WealthHound.com, Inc., in which Michael D. Farkas
is a beneficial owner.                                                          

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I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY) 

NOTES TO FINANCIAL STATEMENTS 

    Between October 2000 and December 2000, the Company issued to Atlas Equity
Group, Inc. three promissory notes aggregating $7,600. The promissory notes bear
interest of 10% per annum and were due and payable on dates ranging from January
2001 through February 2001. Michael Farkas is a beneficial owner of Atlas       
Equity.                                                                         

  Between September 2000 and December 2000, the Company issued to Ostonian
Securities Limited seven promissory notes aggregating $27,750. The promissory   
notes bear interest of 8.25% per annum and are due and payable on dates ranging 
from September 2001 through December 2001. Atlas Equity Group, Inc. acts as an  
advisor and consultant to Ostonian.                                             

9.   SUBSEQUENT EVENT                                                           

     During the first quarter ending March 31, 2001, the Company issued a series
of promissory notes to Atlas Equity Group, Inc., a related party in which       
Michael D. Farkas is a beneficial owner, for an aggregating sum of $23,900 at a 
rate of 10% per annum. The promissory notes principal amounts and accrued       
interest are due and payable on dates ranging from June 2001 to September 2001. 

On February 5, 2001, the company issued a promissory note to Romano   
Limited, for a principal sum of $3,600 at a rate of 11% per annum due and       
payable on May 4, 2001.                                                         

On January 19, 2001, the Company entered into an agreement and plan of
distribution ("spin- off") with Incubator. Upon spin-off, the shareholders of   
I-Incubator received 0.7810 shares of the Company's common stock for each share 
of Incubator owned as of February 13, 2001, totaling 19,014,120 common shares.  
As a result of this spin-off and share distribution Atlas Equity Group, Inc., a 
related party, in which Michael D. Farkas is a beneficial owner, received       
3,999,985 shares, representing approximately 21% of the Company's outstanding   
common stock, The Farkas Group, Inc., in which Michael D. Farkas is a beneficial
owner, received 2,577,300 shares representing approximately 13.5% of the        
Company's common stock and GSM Communications, Inc. in which Michael D. Farkas  
is a beneficial owner, received 2,153,217 shares representing approximately     
11.3% of the Company. Also, as a result of the spin off I- Incubator has agreed 
to cancel the debt owned by I-Teleco. The total amount of debt cancelled is     
$102,365.                                                                       

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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                                            

The Company's accountant is Salibello & Broder, C.P.A. of New York City, New    
York. The Company does not presently intend to change accountants. At no time   
has there been any disagreements with such accountants regarding any matter of  
accounting principles or practices, financial statement disclosure, or auditing 
scope or procedure. The Company initially engaged Salibello & Broder, C.P.A. to 
render accounting services on December 15, 2000. Our previous accountant was    
John Abitante, CPA of Berenfeld, Spritzer, Shechter & Sheer, 7700 N. Kendall    
Drive, Suite 805, Miami, Florida 33156.                                         

    I-TELECO.COM, INC.

  19,014,120 Shares Common Stock

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE   
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH         
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON   
STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE 
OFFER OR SALE IS NOT PERMITTED.                                                 

 October ___, 2001

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PART II                                                                         

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.          

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.                                                                      

The following sets forth the Florida Statutes which contain provisions which    
deal with such liability and indemnification.                                   

Florida Statute 607.0831 Liability of directors.                                

(1) A director is not personally liable for monetary damages to the corporation 
or any other person for any statement, vote, decision, or failure to act,       
regarding corporate management or policy, by a director, unless:                

(a)  The director breached or failed to perform his or her duties as a
director; and                                               

(b)  The director's breach of, or failure to perform, those duties    
constitutes:                                                

1. A violation of the criminal law, unless the director had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to    
believe his or her conduct was unlawful. A judgment or other final adjudication 
against a director in any criminal proceeding for a violation of the criminal   
law estops that director from contesting the fact that his or her breach, or    
failure to perform, constitutes a violation of the criminal law; but does not   
estop the director from establishing that he or she had reasonable cause to     
believe that his or her conduct was lawful or had no reasonable cause to believe
that his or her conduct was unlawful;                                           

2. A transaction from which the director derived an improper personal 
benefit, either directly or indirectly;                                         

    3. A circumstance under which the liability provisions of section 607.0834
are applicable;                                                                 

4. In a proceeding by or in the right of the corporation to procure a 
judgment in its favor or by or in the right of a shareholder, conscious         
disregard for the best interest of the corporation, or willful misconduct; or   

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     5. In a proceeding by or in the right of someone other than the corporation
or a shareholder, recklessness or an act or omission which was committed in bad 
faith or with malicious purpose or in a manner exhibiting wanton and willful    
disregard of human rights, safety, or property.                                 

(2) For the purposes of this section, the term "recklessness" means the action, 
or omission to act, in conscious disregard of a risk:                           

(a) Known, or so obvious that it should have been known, to the director; and   

(b) Known to the director, or so obvious that it should have been known, to be  
so great as to make it highly probable that harm would follow from such action  
or omission.                                                                    

(3) A director is deemed not to have derived an improper personal benefit from  
any transaction if the transaction and the nature of any personal benefit       
derived by the director are not prohibited by state or federal law or regulation
and, without further limitation:                                                

(a) In an action other than a derivative suit regarding a decision by the       
director to approve, reject, or otherwise affect the outcome of an offer to     
purchase the stock of, or to effect a merger of, the corporation, the           
transaction and the nature of any personal benefits derived by a director are   
disclosed or known to all directors voting on the matter, and the transaction   
was authorized, approved, or ratified by at least two directors who comprise a  
majority of the disinterested directors (whether or not such disinterested      
directors constitute a quorum);                                                 

(b) The transaction and the nature of any personal benefits derived by a        
director are disclosed or known to the shareholders entitled to vote, and the   
transaction was authorized, approved, or ratified by the affirmative vote or    
written consent of such shareholders who hold a majority of the shares, the     
voting of which is not controlled by directors who derived a personal benefit   
from or otherwise had a personal interest in the transaction; or                

(c) The transaction was fair and reasonable to the corporation at the time it   
was authorized by the board, a committee, or the shareholders, notwithstanding  
that a director received a personal benefit.                                    

(4) The circumstances set forth in subsection (3) are not exclusive and do not  
preclude the existence of other circumstances under which a director will be    
deemed not to have derived an improper benefit.                                 

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Florida Statute 607.0850 Indemnification of officers, directors, employees, and 
agents.                                                                         

(1) A corporation shall have power to indemnify any person who was or is a party
to any proceeding (other than an action by, or in the right of, the             
corporation), by reason of the fact that he or she is or was a director,        
officer, employee, or agent of the corporation or is or was serving at the      
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against     
liability incurred in connection with such proceeding, including any appeal     
thereof, if he or she acted in good faith and in a manner he or she reasonably  
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to   
believe his or her conduct was unlawful. The termination of any proceeding by   
judgment, order, settlement, or conviction or upon a plea of nolo contendere or 
its equivalent shall not, of itself, create a presumption that the person did   
not act in good faith and in a manner which he or she reasonably believed to be 
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or  
her conduct was unlawful.                                                       

(2) A corporation shall have power to indemnify any person, who was or is a     
party to any proceeding by or in the right of the corporation to procure a      
judgment in its favor by reason of the fact that the person is or was a         
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of    
another corporation, partnership, joint venture, trust, or other enterprise,    
against expenses and amounts paid in settlement not exceeding, in the judgment  
of the board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or  
settlement of such proceeding, including any appeal thereof. Such               
indemnification shall be authorized if such person acted in good faith and in a 
manner he or she reasonably believed to be in, or not opposed to, the best      
interests of the corporation, except that no indemnification shall be made under
this subsection in respect of any claim, issue, or matter as to which such      
person shall have been adjudged to be liable unless, and only to the extent     
that, the court in which such proceeding was brought, or any other court of     
competent jurisdiction, shall determine upon application that, despite the      
adjudication of liability but in view of all circumstances of the case, such    
person is fairly and reasonably entitled to indemnity for such expenses which   
such court shall deem proper.                                                   

(3) To the extent that a director, officer, employee, or agent of a corporation 
has been successful on the merits or otherwise in defense of any proceeding     
referred to in subsection (1) or subsection (2), or in defense of any claim,    
issue, or matter therein, he or she shall be indemnified against expenses       
actually and reasonably incurred by him or her in connection therewith.         

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(4) Any indemnification under subsection (1) or subsection (2), unless pursuant 
to a determination by a court, shall be made by the corporation only as         
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he 
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:                               

(a) By the board of directors by a majority vote of a quorum                    
consisting of directors who were not parties to such                            
proceeding;                                                                     

(b) If such a quorum is not obtainable or, even if obtainable, by majority vote 
of a committee duly designated by the board of directors (in which directors who
are parties may participate) consisting solely of two or more directors not at  
the time parties to the proceeding;                                             

(c) By independent legal counsel:                                               

1. Selected by the board of directors prescribed in paragraph (a) or the        
committee prescribed in paragraph (b); or                                       

2. If a quorum of the directors cannot be obtained for paragraph (a) and the    
committee cannot be designated under paragraph (b), selected by majority vote of
the full board of directors (in which directors who are parties may             
participate); or                                                                

(d) By the shareholders by a majority vote of a quorum consisting of            
shareholders who were not parties to such proceeding or, if no such quorum is   
obtainable, by a majority vote of shareholders who were not parties to such     
proceeding.                                                                     

(5) Evaluation of the reasonableness of expenses and authorization of           
indemnification shall be made in the same manner as the determination that      
indemnification is permissible. However, if the determination of permissibility 
is made by independent legal counsel, persons specified by paragraph (4)(c)     
shall evaluate the reasonableness of expenses and may authorize indemnification.

(6) Expenses incurred by an officer or director in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of such director 
or officer to repay such amount if he or she is ultimately found not to be      
entitled to indemnification by the corporation pursuant to this section.        
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.              

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(7) The indemnification and advancement of expenses provided pursuant to this   
section are not exclusive, and a corporation may make any other or further      
indemnification or advancement of expenses of any of its directors, officers,   
employees, or agents, under any bylaw, agreement, vote of shareholders or       
disinterested directors, or otherwise, both as to action in his or her official 
capacity and as to action in another capacity while holding such office.        
However, indemnification or advancement of expenses shall not be made to or on  
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were     
material to the cause of action so adjudicated and constitute: (a) A violation  
of the criminal law, unless the director, officer, employee, or agent had       
reasonable cause to believe his or her conduct was lawful or had no reasonable  
cause to believe his or her conduct was unlawful; (b) A transaction from which  
the director, officer, employee, or agent derived an improper personal benefit; 
(c) In the case of a director, a circumstance under which the liability         
provisions of section 607.0834 are applicable; or (d) Willful misconduct or a   
conscious disregard for the best interests of the corporation in a proceeding by
or in the right of the corporation to procure a judgment in its favor or in a   
proceeding by or in the right of a shareholder.                                 

(8) Indemnification and advancement of expenses as provided in this section     
shall continue as, unless otherwise provided when authorized or ratified, to a  
person who has ceased to be a director, officer, employee, or agent and shall   
inure to the benefit of the heirs, executors, and administrators of such a      
person, unless otherwise provided when authorized or ratified.                  

(9) Unless the corporation's articles of incorporation provide otherwise,       
notwithstanding the failure of a corporation to provide indemnification, and    
despite any contrary determination of the board or of the shareholders in the   
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of  
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order           
indemnification and advancement of expenses, including expenses incurred in     
seeking court-ordered indemnification or advancement of expenses, if it         
determines that:                                                                

(a) The director, officer, employee, or agent is entitled to mandatory          
indemnification under subsection (3), in which case the court shall also order  
the corporation to pay the director reasonable expenses incurred in obtaining   
court- ordered indemnification or advancement of expenses;                      

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(b) The director, officer, employee, or agent is entitled to indemnification or 
advancement of expenses, or both, by virtue of the exercise by the corporation  
of its power pursuant to subsection (7); or                                     

(c) The director, officer, employee, or agent is fairly and reasonably entitled 
to indemnification or advancement of expenses, or both, in view of all the      
relevant circumstances, regardless of whether such person met the standard of   
conduct set forth in subsection (1), subsection (2), or subsection (7).         

(10) For purposes of this section, the term "corporation" includes, in addition 
to the resulting corporation, any constituent corporation (including any        
constituent of a constituent) absorbed in a consolidation or merger, so that any
person who is or was a director, officer, employee, or agent of a constituent   
corporation, or is or was serving at the request of a constituent corporation as
a director, officer, employee, or agent of another corporation, partnership,    
joint venture, trust, or other enterprise, is in the same position under this   
section with respect to the resulting or surviving corporation as he or she     
would have with respect to such constituent corporation if its separate         
existence had continued.                                                        

(11) For purposes of this section:                                              

(a) The term "other enterprises" includes employee benefit plans;               

(b) The term "expenses" includes counsel fees, including those for appeal;      

(c) The term "liability" includes obligations to pay a judgment, settlement,    
penalty, fine (including an excise tax assessed with respect to any employee    
benefit plan), and expenses actually and reasonably incurred with respect to a  
proceeding;                                                                     

(d) The term "proceeding" includes any threatened, pending, or completed action,
suit, or other type of proceeding, whether civil, criminal, administrative, or  
investigative and whether formal or informal;                                   

(e) The term "agent" includes a volunteer;                                      

(f) The term "serving at the request of the corporation" includes any service as
a director, officer, employee, or agent of the corporation that imposes duties  
on such persons, including duties relating to an employee benefit plan and its  
participants or beneficiaries; and                                              

(g) The term "not opposed to the best interest of the corporation" describes the
actions of a person who acts in good faith and in a manner he or she reasonably 
believes to be in the best interests of the participants and beneficiaries of an
employee benefit plan.                                                          

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(12) A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the      
corporation or is or was serving at the request of the corporation as a         
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against the  
person and incurred by him or her in any such capacity or arising out of his or 
her status as such, whether or not the corporation would have the power to      
indemnify the person against such liability under the provisions of this        
section.                                                                        

Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

     The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered hereby. All such expenses   
will be borne by the registrant; none shall be borne by any selling             
stockholders.                                                                   

Securities and Exchange                                                         

Commission registration fee         $     275                                   
Legal fees and expenses (1)         $   7,225                                   
Accounting fees and expenses (1)    $   7,500                                   
Miscellaneous (1)                   $       0                                   
Total (1)                           $  15,000                                   

(1) Estimated.                                                                  

Item 26. RECENT SALES OF UNREGISTERED SECURITIES.                               

 On December 16, 1998, we issued 1,000 shares to i-Incubator as a wholly
owned subsidiary of i-Incubator.com, Inc. in reliance on the exemption under    
Section 4(2) of the Securities Act of 1933, as amended (the "Act"). Such shares 
met the requirements for this exemption since i-Incubator.com, Inc. was         
qualified in terms of financial sophistication and had access to material       
information about the Company. On October 10, 2000, the Shareholder and Director
of the Company authorized a 19,000 for 1 forward stock split increasing the     
amount of outstanding shares owned by i-Incubator.com, Inc., the sole           
shareholder, to 19,000,000 shares.                                              

   On January 19, 2001, i-Incubator authorized the spin off and distribution
of its common stock of I-teleco.com, Inc. to its shareholders of record at the  
rate of .7810 shares of I-teleco.com, Inc. for each i-Incubator share owned. The
spin off resulted in 19,014,120 being issued as a result of rounding. Pursuant  
to Question 7 of the Staff Legal Bulletin No. 4 from the Division of Corporate  
Finance, Securities and Exchange Commission dated September 16, 1997 securities 
received by shareholders in a spin-off that meet the conditions described in    
response to Question 4, generally are not "restricted securities". The shares   
which were distributed pursuant to the spin-off are free trading since the      
spin-off met the requirements of Question 4 as set forth:                       

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o    I-Incubator shareholders did not provide consideration for the   
spun-off shares                                             
     o    The spin-off was pro-rata to the i-Incubator shareholders as set forth
above;                                                      
o    I-Incubator provided adequate information about the spin-off and 
 I-teleco to its shareholders and to the trading markets since
         Preliminary and Definitive 14C Information Statements were filed with
 the Securities and Exchange Commission and the Definitive 14C
        Information Statement was forwarded to the i-Incubator shareholders;
o    i-Incubator had a valid business purpose for the spin-offs as set
forth in the 14C Definitive Information Statement.          
o    Since the spin-off satisfies the conditions described above, then
        i-Incubator did not have to hold the "restricted securities" for two
years pursuant to this requirement                          

The following sets forth the shareholders and the amount of our shares received 
in the spin off:                                                                

RICHARD I. ANSLOW                    30,147                                     
ATLAS EQUITY GROUP INC(2)         3,999,985                                     
BANK AUGUST ROTH                      7,732                                     
REBECCA BROCK                       192,048                                     
ANTHONY C. CAMPIONE                      79                                     
CEDE & CO                         1,951,778                                     
SHAREI CHESED                       388,059                                     
SCOT COHEN                          628,553                                     
ALAN CORNELL                          7,732                                     
JANE CORNELL                          7,732                                     
LAUREN CORNELL                        7,732                                     
THOMAS DALE/MAUREEN DALE JT TEN      39,055                                     
RICHARD DUBNOFF                     234,300                                     
ECLIPSE FINANCE LTD                  54,592                                     
THE FARKAS GROUP INC(3)           2,577,300                                     
MICHAEL D. FARKAS                    58,575                                     
JAMES A FAVIA                         7,732                                     
FIRST SECURITY INVESTMENTS INC       33,974                                     
NAOMI FISHMAN                         5,740                                     
SHIMON FISHMAN                        5,740                                     
GSM COMMUNICATIONS INC(4)         2,153,217                                     
CONGREGATION BETH HAMEDRASH         351,450                                     
DAVID HICKS                           7,810                                     
JERRY HOROWITZ                        7,732                                     
RICHARD HOROWITZ                      7,732                                     
ALAN JABLON                           7,732                                     
DAVID S. JONTIFF                     15,620                                     
JAMEE KALIMI                        175,725                                     
KIM E. KNIGHTES                       5,936                                     
KULAT COMMUNICATIONS INC             11,715                                     
DEAN B MERCHANT                          20                                     
& PAMELA G. MERCHANT JT TEN                                                     
KENNETH MICHAEL                         156                                     
NET VANTAGE INC                      54,592                                     
JOHN OGLE                            54,592                                     
ON MARK ENTERPRISES INC           1,171,500                                     
SAMUEL N RITTER                       7,810                                     

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RICARDO RODRIGUEZ                     3,905                                     
ROMANO LIMITED                    1,798,440                                     
SAALIB - DR V. HYSLUP                54,592                                     
ERIC SEIDEN                         192,250                                     
CAROLYN SHER                        126,092                                     
IRWIN SHER                           61,035                                     
KENNETH SHER                         14,409                                     
MARSHA SHER                           4,803                                     
MATTHEW SHER                        195,250                                     
JACKIE STETSON                        7,732                                     
JENNIFER STETSON                      7,732                                     
TEMPLE KOL EMETH OF GEORGIA         195,250                                     
TITAN CORPORATION LIMITED           869,743                                     
CHRIS VALLEY                          7,810                                     
PAUL M VARTELAS                         391                                     
JOHN J. WARD                         53,889                                     
ELI WASHSREGER                      281,160                                     
CONGREGATION OF SHAREI YESHUA       205,013                                     
CHASDAI YICHZOK                     386,355                                     
JOSEPH ZANDSTRA                      39,050                                     
CONGREGATION OF SHAREI ZION          78,100                                     

On May 22, 2001, we issued a total of 1,000,000 shares of our common stock to   
Joshua Lurie as compensation for services rendered to the company as our        
President. Such shares were also originally to be issued in February, 2000      
issued as an incentive for Joshua Lurie to become our President. Mr. Lurie is a 
sophisticated purchaser and had a pre-existing relationship with members of our 
management. Accordingly, the issuance of shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.                    

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Item 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                            

(a)      Exhibits:                                                              

The following exhibits are filed as part of this registration statement:        

EXHIBIT           DESCRIPTION                                                   

3.1  Certificate of Incorporation of the Company.                     

   3.2  Certificate of Amendments of the Certificate of Incorporation of the
Company.                                                    

3.3  By-laws of the Company.                                          

5.1  Opinion of Anslow & Jaclin LLP                                   

7.1  Consent of Salibello & Broder LLP                                

23.2 Consent of Anslow & Jaclin LLP (included in Exhibit 5.1)         

24.1 Power of Attorney (included on page II-6 of the registration     
statement)                                                  

Item 28. UNDERTAKINGS.                                                          

(A) The undersigned Registrant hereby undertakes:                               

    (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to: 

   (i)  Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                           

          (ii) Reflect in the prospectus any facts or events which, individually
            or together, represent a fundamental change in the information
set forth in the registration statement; and      

     (iii)Include any material information with respect to the plan of
       distribution not previously disclosed in the registration
         statement or any material change to such information in the
registration statement.                           

(2)  That, for the purpose of determining any liability under the     
       Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
       offered therein, and the offering therein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
offering thereof.                                           

     (3)  To remove from registration by means of a post-effective amendment any
 of the securities being registered which remain unsold at the
termination of the offering.                                

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(B) Undertaking Required by Regulation S-B, Item 512(e).                        

   Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons      
pursuant to the foregoing provisions, or otherwise, the Registrant has been     
advised that in the opinion of the Securities and Exchange Commission such      
indemnification is against public policy as expressed in the Securities Act of  
1933 and is, therefore, unenforceable. In the event that a claim for            
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or controlling   
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel that the matter has been settled by controlling      
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act of 1933 and will be governed by the final adjudication of such   
issue.                                                                          

(C) Undertaking Required by Regulation S-B, Item 512(f)                         

The undersigned Registrant hereby undertakes that, for purposes of    
determining any liability under the Securities Act of 1933, each filing of the  
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange   
Act of 1934 that is incorporated by reference in the registration statement     
shall be deemed to be a new registration statement relating to the securities   
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.                                   

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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in the City of Miami, State of Florida, 
on the 29th day of October, 2001.                                               

      I-TELECO.COM, INC.

By: /s/ Jamee Kalimi
          ----------------------
        Jamee Kalimi
                   President and Secretary

 POWER OF ATTORNEY

The undersigned directors and officers of i-Teleco.com, Inc. hereby   
constitute and appoint Jamee Kalimi, with full power to act without the other   
and with full power of substitution and resubstitution, our true and lawful     
attorneys-in-fact with full power to execute in our name and behalf in the      
capacities indicated below any and all amendments (including post-effective     
amendments and amendments thereto) to this registration statement under the     
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission  
and hereby ratify and confirm each and every act and thing that such            
attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause
to be done by virtue thereof.                                                   

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

SIGNATURE                           TITLE                     DATE              

/s/ Jamee Kalimi                    President                October 25, 2001   
----------------------              Secretary and Director                      
Jamee Kalimi                                                            

 II-12

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		12/31/15		45		61
		12/31/14		45		61
		7/9/02		15		48
Filed on:		10/29/01		1		28
		10/25/01		76					10QSB/A
		6/30/01		6		48			10QSB,  10QSB/A,  NT 10-Q
		5/22/01		41		73
		5/4/01		63
		4/4/01		51
		3/31/01		63					10QSB,  10QSB/A
		2/13/01		42		63			3
		2/5/01		63
		1/24/01		15
		1/19/01		41		71
		12/31/00		6		62			10KSB,  10KSB/A,  NT 10-K
		12/15/00		64
		10/10/00		71
		10/5/00		31		62
		9/18/00		51
		9/1/00		31		62
		6/30/00		6		36
		5/18/00		47		62
		3/1/00		31		62
		12/31/99		49		62
		12/2/99		5
		11/22/99		38
		6/15/99		60
		12/31/98		41		56
		12/16/98		5		71
		12/15/98		60
		12/15/97		59
		9/16/97		71
		12/15/95		59
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