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

                                   FORM 10-KSB

(Mark One)

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

     For the fiscal year ended December 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from ___________ to ___________

                   Commission file number:  0-31705

                      General Telephony.com, Inc.
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)


             Nevada                             91-2007477
 -------------------------------   ---------------------------------------
 (State or other jurisdiction of   (I.R.S. Employer Identification Number)
  incorporation or organization)

    14601 Bellaire Blvd., Suite 338, Houston TX           77083
   ---------------------------------------------         -------
    (Address of principal executive offices)            (zip code)


                             (281) 564-6418
                      ---------------------------
                       Issuer's Telephone Number

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

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

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

     Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year.  $3,511.

     Based on the average if the closing bid and asked prices of the issuer's
common stock on December 31, 2001, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $0.00

     As of December 31, 2001, the issuer had 3,011,300 shares of common
stock outstanding.

     Documents incorporated by reference:  See Item 13.  Exhibits and Reports
on Form 8-K in Part III.


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


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<PAGE>

                                    CONTENTS

                                                                       PAGE
PART I

    Item 1.  Description of Business......................................3
    Item 2.  Description of Property.....................................14
    Item 3.  Legal Proceedings...........................................14
    Item 4.  Submission of Matters to a Vote of Security Holders.........14

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters....15
    Item 6.  Management's Discussion and Analysis or Plan of Operation...16
    Item 7.  Financial Statements........................................19
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure......................20

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act.............................................20
    Item 10. Executive Compensation......................................22
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management...............................................22
    Item 12. Certain Relationships and Related Transactions..............23
    Item 13. Exhibits and Reports on Form 8-K............................24

SIGNATURES   ............................................................25

                         Forward-Looking Statements

This report contains forward-looking statements. The forward-looking
statements include all statements that are not statements of historical
fact. The forward-looking statements are often identifiable by their use of
words such as "may," "expect," "believe," "anticipate," "intend," "could,"
"estimate," or "continue," "Plans" or the negative or other variations of
those or comparable terms. Our actual results could differ materially from
the anticipated results described in the forward-looking statements. Factors
that could affect our results include, but are not limited to, those
discussed in Item 6, "Management's Discussion and Analysis or Plan of
Operation" and included elsewhere in this report.


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<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

A.  BUSINESS DEVELOPMENT

(i) Business Development, Organization and Acquisition Activities
-----------------------------------------------------------------

General Telephony.com, Inc., a pay telephone service company,
hereinafter referred to as "General Telephony.com, Inc." or the "
Company" or the "Registrant", was organized by the filing of Articles
of Incorporation with the Secretary of State of the State of Nevada on
November 12, 1999.

The Company is a development stage pay telephone service company which
plans to provide management for the collection of pay telephone coin
revenues.

The Company was incorporated on November 12, 1999 (Nevada file number
C28250-1999) under the name General Telephony.com, Inc.  On November
15, 1999, founding shareholders purchased 1,800,000 shares of the
company's authorized but unissued treasury stock at a price of $0.001
per share.  On December 5, 1999, the Company completed a Private
Placement Offering 840,000 shares to six (6) investors, pursuant to
Regulation D, Rule 506 of the Securities Act of 1933.  The Company filed
an original Form D with the Securities and Exchange Commission.

On May 31, 2000, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 371,300 shares of
its $.001 par value common stock at $.05 per share for cash of $18,565
to approximately fifty unaffiliated shareholders of record.  This 504
Offering received prior approval from the Nevada Secretary of State,
Securities Division.  The Company filed an original Form D with the
Securities and Exchange Commission.

B.  Business of Issuer

(i) Principal Products, Services and Principal Markets
------------------------------------------------------

The Company plans to provide management for the collection of pay
telephone coin revenues including the repair and maintenance of existing
pay telephone equipment, and the installation of new equipment. As well,
it will evaluate the profitability of prospective pay telephone locations
and the removal and/or relocation of such equipment as necessary.

General Telephony.com, Inc. target market is the city of Houston, Texas,
where the company is headquartered, and a radius of 100 miles around

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<PAGE>

Houston.  Once it has established this foothold, the Company will expand
its horizons to include larger portions of the state of Texas and
surrounding states, from which territory it can perfect its replicable
techniques, link with other regions, and establish a national presence.

Changes related to deregulation of the Pay Telephone Industry in Texas
in 1996-97 removed state rate caps on the price of local phone calls and
allowed providers to charge for directory assistance calls from a payphone.
New rates for local calls from payphones range from 35 cents to $1.00.
Additionally, private payphone owners are now allowed to charge long-
distance carriers for calls placed to the long-distance company's toll
free numbers from payphones.  This so-called "dial-around" compensation for
payphone owners was one of the most controversial aspects of the FCC's
payphone order.  The FCC found that payphone owners should be compensated
for the use of the instrument for each and every completed call. After
setting a rate and having it appealed a the Circuit Court of the District of
Columbia by several long-distance carriers, the Court determined that the
appropriate rate of compensation should be 28.4 cents for each completed
call. Carriers are required to compensate the payphone owner 28.4 cents for
each completed call from a payphone and are passing this cost through to
either the person using the credit card or to the "800" number
subscriber.

This action, of course, has had a dramatic effect on the potential
profitability of pay telephone management services and has opened up
opportunities for smaller companies like General Telephony.com, Inc.
The opportunity to set rates is an obvious advantage as it provides
the flexibility to create a profitable business.  Calls to Information
are frequent and provide additional revenues.  But perhaps most
important, given the number of credit card customers who now access
their long-distance provider using an 800 or other toll-free number,
the ability to charge long-distance carriers for all those calls
placed on the Company's equipment opens another major profit center.

Houston, Texas, the Company's target area, is the fourth-largest city
in the United States.  Though its economy was dramatically impaired by
the world-wide oil crisis of the early-80's, its economy has improved
steadily ever since and its current rates of employment and economic
activity are impressive and mark over fifteen years of continuous growth.
According to the U.S. Census Bureau, Harris County, the county that
includes Houston and the area surrounding it, is the third largest county
in the United States with a population of 3,250,404 people and is 1,788
square miles in area.  It has some 1.5 million payphones.

From their experience running a small operation in Houston, the founders
of the Company have discovered that one or two-person crews can install or
remove equipment at 4-to-6 locations per day provided the constraints of
the sites are minimal. One coin retrieval agent is able to collect coin
revenues on 45-to-60 phones per day, and report any maintenance
requirements for each location.  A site locator is able to canvas a

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PAGE>

geographical sector within 4 to 5 days generating location contracts at
approximately 20-to-25 new sites. One central office manager can coordinate
routes, assign maintenance problems, answer pay telephone user questions or
problems, program pay telephone equipment via computer, analyze quarterly
dial-around compensation reports, evaluate the effectiveness of long-
distance carrier operations and revenues generated thereon, and maintain
nightly polled telephone detail.  Once 300 pay phones are under management,
another maintenance person is required and once there are 600 both a
maintenance/sales person and an office assistant become necessary.  Growing
in this simple way with careful planning and a knowledge of how and where to
solicit new pay phone sites and contracts for multiple phones at the sites
of larger customers (like those in shopping malls and in gated communities)
the Company plans to hone and develop a model for running a successful pay
telephone enterprise that will be teachable to others around the country
whose regions can ultimately be linked in a pay telephone service system
that can claim a substantial share of a multi-billion dollar industry.

Management believes that the average gross revenue per unit is forecast at
$1,004 annually.  The Company's management hopes to create a business with
positive numbers able to be serviced by a relatively small workforce. The
target number of 600 payphones will themselves produce a business grossing
over $600,000 dollars annually.  As the Company plans to penetrate the
greater Houston area and Harris County and then expands into East and
Coastal Texas, it will raise its annual revenues to a million dollars
annually if it can reach 1,000 payphone sites from which point it can
expand arithmetically and greatly increase this figure.

(a)  Limited Operating History

The Company has a limited operating history having been incorporated in
the State of Nevada on November 12, 1999.  Activities to date have been
limited primarily to organization, initial capitalization, establishing an
appropriate operating facility in Houston, Texas and commencing with
initial operational plans.  The Company has yet to generate any revenues.
As of the date of this offering circular, the Company has developed a
business plan, established administrative offices and started to identify
prospective customers for the collection of pay telephone coin revenues,
repair and maintenance of existing pay telephone equipment.

The Company has a limited operating history and must be considered to be a
developmental stage company.  Prospective investors should be aware of the
difficulties encountered by such new enterprises, as the Company faces all
of the risks inherent in any new business and especially with a
developmental stage company.  These risks include, but are not limited to,
competition, the absence of an operating history, the need for additional
working capital, and the possible inability to adapt to various economic
changes inherent in a market economy.  The likelihood of success of the
Company must be considered in light of these problems, expenses that are
frequently incurred in the operation of a new business and the competitive
environment in which the Company will be operating.

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<PAGE>

(b)  Anticipated Losses for the Foreseeable Future

The Company has prepared audited financial statements as of December 31,
2001, reporting that the Company is in its developmental stages.  Its
ability to continue to operate as a going concern is fully dependent upon
the Company obtaining sufficient revenues or financing to continue its
development and operational activities.  It is important to note that even
if the appropriate financing is received or the Company is able to generate
additional revenues, there is no guarantee that the Company will ever be
able to operate.

It is also important to note that the Company anticipates that it will
incur losses and negative cash flow over the next twelve (12) to twenty-
four (24) months.  There is no guarantee that the Company will ever operate
profitably or even receive positive cash flows from full operations.

(c)  Dependence on Continued Use of Pay Telephones

This business plan and all the Company's plans for profitability and success
are dependent on the continued use (and even growth) of the pay telephone
industry. Along with all the other massive changes in the telecommunications
and the phone system has been added a new technological change that can have
a marked effect on the Company's prospects: the cell phone. As more people
have their own portable means of being in telephone contact with the open
other people in their business and personal lives, their need for public
telephone sites will correspondingly shrink in ways that could fatally
reduce demand for pay telephone management companies such as our own. No
assurances exist that this will remain a viable industry, let alone
business.

(d)  Possibility That Deregulation May Cease To Open the Payphone Market

The Company's plans to succeed in establishing a presence in Houston and
then moving out from there depends entirely upon Federal decisions that have
for a number of years favored the dramatic opening of the former telephone
monopoly to the open market.  If this political climate should change, it is
possible that government activities in this area could either shift away
from continuing deregulation or become hostile to small companies trying to
maximize their profits in a market that is still in many ways forced into
providing services at little or no cost to average consumers.  No assurances
can be given that the good economic indicators evident up to now will remain
positive over the next few years.

Moreover, the good economic news the country has been generating for the
past eight or so years may not continue sufficient to support the growth of
the industry.  Payphone services are now rising with the rising tide of
economic good times; there are no guarantees that this "high tide" will


                                  6
<PAGE>

continue to rise; nor that interest rates favoring new businesses will
remain available.

(e)  Risk of Equipment and Property Losses and Failures

A part of the business of managing pay telephone sites involves the
maintenance of the actual physical telephones and phone booths that
customers need to be able to access our public telephone service.
Security problems with payphone locations are of course major concerns
for the pay telephone management industry. Time and money are drained
by vandalism, by graffiti defacement of sites, by thievery if assets
are broken into, and in all sorts of other ways relating to the
usability and the popularity of public telephone sites.

Furthermore as phone service is necessary all over the city and in all
sorts and types of rural locations, it is often necessary to place
company property (and therefore company assets) in all variety of
neighborhoods and city locations, at least some of which are in higher
crime areas or in areas where they are more vulnerable to malicious
mischief.  Security for the Company's phones and locations is
impractical, and extra personnel to patrol or to canvass them also
involves added expense should the problem grow out of hand.
The Company has no guarantee that in expanding it will not also put
equipment in jeopardy in ways that could substantially affect the
Company's profitability.  There is no guarantee that it can keep
locations desirable for potential customers, and no guarantee that it
will be able to keep on top of the constant need for maintaining sites
if the plans in place concerning maintenance needs should prove to be
inadequate.

In the related matter of property loss or loss of revenue due to equipment
failures, the potential damage to the company's profitability is also
substantial.  This of course includes the expenditures related to replacing
or repairing faulty equipment; as well as the possibility that failures or
slowdowns in the communication grid could greatly decrease revenues from
pay telephone sites in large areas of the company's target area.

(f)  Competition

As stated above, competition for small (less than 300 payphones)
companies is relatively nonexistent due to the capital requirements and
time involved.  Typically, one or two family members who share the
responsibilities for the upkeep of their equipment own small companies.
A common complaint by these type entities is that they have little time to
devote to the business of pay telephones because they:  1) do not have
sufficient capital to acquire additional locations and invest in operable
equipment; and,  2) are not interested in becoming involved on a full time
basis.  Larger companies may or may not have their own maintenance crews,
but would also be candidates for the proposed services outlined here as the
principals have the primary desire of growing their business through
mergers/acquisitions and locating new payphone sites


                                   7
<PAGE>

By the same token, larger companies and particularly Southwestern Bell, the
service provider for the Houston area3/4should they decide to aggressively
pursue a campaign designed to increase their market share vis-a-vis pay
telephones, could significantly affect the Company's plans to expand and to
grow its share of the market.  Because of their size and name recognition
and general clout, these companies have resources that General
Telephony.com, Inc., a small start-up company, could never hope to match,
and with which they could effectively quash its bid to establish itself.

(g)  Possible Inability To Find Suitable Employees.

The Company currently relies exclusively upon the services and expertise
of David D. Selmon, Jr. and Melissa Fernandez, its two Officers and only
employees.  In order to implement the aggressive business plan of the
Company, management recognizes that additional staff will be required.
The president and secretary are the only personnel at the outset and until
300 payphones are under management.  One maintenance member will be added
at the acquisition of a contract for the next 50 payphones and another will
be added when the company has 600 payphones under management.  The secretary
can manage the office functions and pay telephone equipment programming
until 600 payphones are managed which will require an office assistant to be
hired. To properly support the marketing, sales, general management, and
support functions of the Company, the Company will eventually need to hire
field maintenance crews, sales staff and an office assistant.

No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.

(h) Lack Of Experience On The Part Of Management

As stated above, the Company currently relies exclusively upon the services
and expertise of David D. Selmon, Jr. and Melissa Fernandez.  However, neither
David D. Selmon, Jr., nor Melissa Fernandez are experienced in the pay
telephone industry, which results in a substantial handicap in their being
able to establish credibility in the industry that the Company seeks to
enter.  They are also relatively young (Mr. Selmon is 24, and Mrs.
Fernandez is 24) and lack experience in the business world.  Especially in
a climate so filled with changes that even seasoned business people are
sometimes hard pressed to stay abreast of them, this could cause problems
if quick decisions need to be made when facing unforeseen or difficult
situations.

It may prove to be too great a challenge, given all the other factors listed
here, for the Company to establish itself sufficiently to become a viable
business.  It may develop that the business plan is flawed in some way hard
for management to correct because of its lack of specific expertise.  And
though they consult with others who have more breadth of exposure to these
practical details, it may yet happen that this advice itself will prove to
be ineffective when and if difficulties arise.


                                     8
<PAGE>

(i)  Expansion Plans May Prove Unworkable

Though the Company is committed to the plan stated above and has great
confidence in its ability to establish itself and then expand its influence,
there is no guarantee that it will in fact be able to achieve its goals. As
it is still a small operation run primarily by two related individuals, even
its first steps to establish itself more firmly as a viable organization in
Houston, Texas may prove to be beyond its capacity to achieve. Once at the
level described above (600 payphones under contract), it may not be able to
grow to the next goal which would require a more sophisticated organization.
Even if it is successful in Houston, it may prove unable to expanding into
the 10 mile radius around the city that is its next target.  And once it
achieves that goal with a greatly expanded number of telephones under its
umbrella, its plan to include in its territory more of Texas, Southwestern
Louisiana, and parts of Oklahoma may not be something it can so readily do.

Furthermore, its plans to train other entrepreneurs and continue to offer
them consulting support in exchange for fees and for networking links to
other parts of the country may not actually develop into a working
blueprint.  The pay telephone service industry may not have sufficient draw
for starter-uppers because of the relatively more "modern" and "high-tech"
cellular phone industry which is perceived by many as the death knoll of
payphone service.  It may be impossible to find enough motivated
individuals, couples, or families to make the training and networking part
of the company work. No guarantees can be offered as to the soundness of
this idea.  The carryover from other industries in which versions of it have
worked will not translate into the payphone service industry.  The
deregulation of the payphone system will not open the payphone management
market sufficiently to make it viable for new business owners without much
experience to successfully negotiate the always-difficult first three to
five years of a start-up.  Potential investors should consider carefully the
feasibility of the expansion plans explained above.

(j)  Potential Difficulty Finding Enrollees For Its Training Program

The ideas being developed to help others start their own pay telephone
service business might be an excellent idea that does not actually catch on
with the people who would pay for training and then for ongoing consultative
support and enrollment in a website where questions could be answered and
support from other entrepreneurs in the same industry could be found.  The
use of a website to "link" people through their computers has worked in
other industries and environments but that does not imply in any way that it
will work in this instance.

(k)  Potential Fluctuation In Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the future as
a result of a variety of factors, many of which are outside the Company's
control. See "--Limited Operating History."  As a strategic response to
changes in the competitive environment, the Company may from time to time
make certain pricing, marketing decisions or acquisitions that could have a


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<PAGE>

material short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.

(l)  Government Regulation.

Although the Company plans on obtaining all required federal and state
permits, licenses, and bonds to operate its facilities, there can be no
assurance that the Company's operation and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or
local agencies.

(m)  Possible Liability For Service Provided.

There is no guarantee that the level of coverage secured by the Company will
be adequate to protect the Company from risks associated with claims that
exceed the level of coverage maintained.  As a result of the Company's
limited operations to date, no threatened or actual claims have been made
upon the Company for service liability.

(n)  Risks Associated With New Campaigns And Attempts To Expand

There can be no assurance that the Company will be able to expand its
operations in a cost-effective or timely manner or that any such efforts
will maintain or increase overall market acceptance. Furthermore, any
concerted but unsuccessful attempts by the Company to find new pay telephone
sites or to expand its base beyond Houston could damage the Company's
reputation and diminish the value of its name. Expansion of the Company's
operations in this manner would also require significant additional expenses


                                    10
<PAGE>


and development, that could strain the Company's management, financial and
operational resources. The lack of market acceptance of the Company's
services could result in the Company's inability to generate satisfactory
revenues and its inability to offset their costs could have a material
adverse effect on the Company's business, results of operations and
financial condition.

(o)  Risks Associated With Acquisitions

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic and would help it to expand its pay telephone sites or the
regions within which it operates.

The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued.  There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business. The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be
available for ongoing development of the Company's business.  Moreover,
there can be no assurance that the anticipated benefits of any acquisition
will be realized.

Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition.  Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company
to obtain additional equity or debt financing, which might not be available
on terms favorable to the Company, or at all, and such financing, if
available, might be dilutive.

2)  Industry Background

In 1996, the Federal Communications Commission (FCC) determined that all
local exchange company ("ILEC") payphones would be deregulated and removed
from the ILEC's investment base, and that the rates for local services from
payphones must be deregulated.  The impact of the FCC's decision on Texas
consumers is still evolving.  While the number of local exchange company
("ILEC")-provided payphone lines steadily decreased during the last data
period, the number held steady during the next period. The portion of the
market shown to be held by non-ILEC providers is artificially low, however,
because this data set did not include payphone service providers ("PSP") on
a comprehensive basis.

                                    11
<PAGE>

Furthermore, in 1995 the total revenue from local exchange company ("ILEC")
payphones was $135,440,523. and that of non-ILEC payphones was $293,233 or
0.22% of the total revenues. In 1996, the ILEC revenue was $138,824,311 and
that of non-ILEC payphones was $329,816. or 0.24%. In 1997, the total was
$182,119,540. and the non-ILEC payphones' revenues had grown to $685,162. or
0.37% of the total, indicating steady growth of non-ILEC, that is to say,
privately-managed pay telephones.  It is relatively difficult to get
accurate figures; the Southwestern Bell System, for example, considers these
data to be "proprietary," and refuses to divulge even the number of its
payphone sites, let alone specifics about their locations or profits.  This
protection of statistical information to reach accurate figures speaks
powerfully to the vulnerability the ILEC provider(s) feel as deregulation
opens up more opportunities to small private providers like the Company.

Competition for small (less than 300 payphones) companies is relatively
nonexistent due to the capital requirements and time involved in running a
successful operation.  Typically, one or two family members own small
companies and share the responsibilities for the upkeep of their equipment.
A common complaint by the owners of this type of business entity is that
they have little time to devote to the management of pay telephones
because they do not have sufficient capital to acquire additional locations
and invest in operable equipment, and; they are not interested in becoming
involved on a full time basis.

3)  Plans for Expansion

Among other expansion strategies being considered, the Company plans to
develop a training program in how to run a solid pay telephone services
company so that other people looking to run a small business can learn how
to apply a similarly successful enterprise in their own area, one that can
be run efficiently and effectively by relative novices in the business
field, if they, like the founders, have enough desire, motivation, talent
and determination to succeed.  This will also be useful in creating links
with other similar and allied service providers around the country as these
smaller operations begin to be implemented by entrepreneurs trained by and
potentially in continuing contact with the Company through a voluntary
mentoring program. The training and continuing support programs will
themselves provide an additional profit center, as they will include fees
for start-up and consulting services.

These start-up courses can be marketed with short radio spots and
infomercials with campaigns that might carry such messages as, "Find your
way to financial independence with a small business that you can do in your
spare time until it grows." It would aim to attract enterprising couples and
families, especially large families with lots of teenage manpower; parents
will be attracted to such an enterprise because it teaches responsibility
and helps finance college, etc.  As stated above, the Company would then
seek to help the smaller start-ups with e-mail and websites available to
subscribers on a General Telephony.com website that would link them to each
other for support purposes and to the Company's central offices.  Salaries
for training and support staff would come from fees paid by subscribers and


                                    12
<PAGE>


would therefore make this part of the Company self-supporting. Thus a
confederation of small independent companies would be created over time
linked by loyalty and gratitude as well as by the kinds of ongoing
connections that have proved to be so powerful in other grass roots
businesses such as those centered around multi-level marketing.

4)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
    Agreements, or Labor Contracts

At this time there are no applicable patents, trademarks, concessions,
royalty agreements or labor contracts.

5)  Impact on Environmental Laws

As the Company is involved in servicing and installing pay phones, it does
not expect to have any impact on environmental laws.

6)  Employees

The Company currently has two (2) employees: one President and one Secretary,
who are brother and sister.  Until the Company can grow and generate revenues,
the Company does not plan on adding any new employees for at least the next
year.

(i) The Company's performance is substantially dependent on the performance
of its President, CEO, and CFO, David D. Selmon.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of its executive officers could have a
material adverse effect on the business, results of operations and financial
condition of the Company.  The Company's future success also depends on its
eventual ability to attract and retain highly qualified technical and
managerial personnel.

(iii)  There can be no assurance that in the future the Company will be able
to attract and retain additional highly qualified technical and managerial
personnel. The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

7) Present Licensing Status

None -- Not Applicable.


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<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company's corporate offices are located at:  14601 Bellaire Blvd.,
Suite 338, Houston TX 77083, phone:  (281) 564-6418  The office space is
provided by the officer of the Company at no cost to the Company.

ITEM 3.  LEGAL PROCEEDINGS.

As of the date hereof, General telephony, Inc. is not a party to any
material legal proceedings, and none are known to be contemplated against
it.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held its annual shareholder meeting on December 18, 2001, at
which time, the company's shareholders elected the two directors of the
Company to serve another term of one year.


                                   14
<PAGE>

                                PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(i) Market Information
----------------------

On June 5, 2001, the Company's common stock was cleared for trading on the
OTC Bulletin Board system under the symbol "GTPH."  Since the Company was
approved for trading, no shares have been traded as a  very limited market
exists for the trading of the Company's common stock.

The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the NASD Trading and Market Services
Research Unit.  Quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

<TABLE>
<CAPTION>

FISCAL 2001                                  HIGH              LOW
--------------------------------             ----              ----
<S>                                          <C>               <C>

Quarter ended June 30, 2001                  $0.00             $0.00
Quarter ended September 30, 2001             $0.00             $0.00
Quarter ended December 31, 2001              $0.00             $0.00

</TABLE>

(ii) Dividends
--------------

The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.
Holders of common stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally available
for the payment of dividends.  The Company does not anticipate paying any
dividends on its common stock in the foreseeable future.

(iii) Holders
-------------

The approximate number of holders of record of common stock as of December 31,
2001 was approximately fifty-eight (58).


                                    15
<PAGE>


(iv)  Liquidity and Capital Resources
-------------------------------------

The Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.

On November 15, 1999, the Company issued 1,800,000 shares of its $.001 par
value common stock for cash of $1,800.

On December 5, 2000, the Company issued 840,000 shares of its $.001 par
value common stock at $.05 per share for cash of $42,000 to six unaffiliated
investors.  The shares were issued pursuant to a Securities and Exchange
Commission Rule 506 offering.  The Company filed an original Form D with the
Securities and Exchange Commission.

On May 31, 2000, the Company issued 371,300 shares of its $.001 par value
common stock at $.05 per share for cash of $18,565. The shares were issued
pursuant to a Securities and Exchange Commission Rule 504 offering, and a
Registration to sell 504 shares was issued by the Nevada Secretary of State
Security Division.  The Company filed an original Form D with the Securities
and Exchange Commission.

There have been no other issuances of common or preferred stock.

In April, 2001, a shareholder contributed $6,250 to the Company as
additional paid-in capital.

The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. There is no assurance that the
proceeds of the Company will be able to raise sufficient funding to enhance
the Company's financial resources sufficiently to generate volume for the
Company.



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General
-------

The Company was formed on November 12, 1999, under the laws of the State of
Nevada.

The Company provides management for the collection of pay telephone coin
revenues including the repair and maintenance of existing pay telephone
equipment, and the installation of new equipment.  As well, it will evaluate
the profitability of prospective pay telephone locations and the removal
and/or relocation of such equipment as necessary.  At some point in the
future, the Company plans to set up a website, where sales and be tracked
and service provided.  However, the Company does not have the resources to
establish this website at this time.

Initially, the market that General Telephony.com, Inc. plans to target is
the city of Houston, Texas, where the company is headquartered, and a radius
of 100 miles around Houston. Once it has established this foothold, the
Company will expand its horizons to include larger portions of the state of
Texas and surrounding states, from which territory it can perfect its
replicable techniques, link with other regions, and establish a national
presence.  Management recognizes that the Company needs to be further
capitalize before it can initiate its business plan.

The Company does not have significant cash or other material assets, nor
does it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.  Without
realization of additional capital, it would be unlikely for the Company
to continue as a going concern.


                                    16
<PAGE>


The Company does not have any preliminary agreements or understandings
between the company and its stockholders/officers and directors with respect
to loans or financing to operate the company.  The Company currently has no
arrangements or commitments for accounts and accounts receivable financing.
There can be no assurance that any such financing can be obtained or, if
obtained, that it will be on reasonable terms.

Management believes that the Company's future growth and success will be
largely dependent on its ability to place pay phone systems in high foot
traffic areas.

The Company has not incurred any research and development costs from
November 12, 1999 (date of inception) through December 31, 2001.  Any
research activities are not expected to be borne by any of the Company's
customers, but rather by the Company.

(c)  The Company does not expect to purchase or sell any of its facilities
or equipment.


Results of Operations
---------------------

For the calendar year ending December 31, 2001, the Company generated $3,511
in revenues as compared to $1,438 for the same period last year.  The cost
of goods sold amounted to $3,727, which resulted in a gross loss of ($216).
General and administrative expenses for the calendar year were $20,039, this
Resulted in a net loss of ($20,255) or ($0.01) per share as compared to a
Net loss of ($20,985) or ($0.01) for the same period last year.  The Company
does not expect to generate any significant revenues over the next twelve
months, as it is still developing its customer base.  Since the Company's
inception on  November, 16, 1999 through December 31, 2001, the Company
experienced net losses of $53,700.  The bulk of these expenses ($52,682) were
for general and administrative costs, accounting purposes, legal fees and
filing fees.



                                    17
<PAGE>




ITEM 7.  FINANCIAL STATEMENTS.


                          GENERAL TELEPHONY.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS

                          DECEMBER 31, 2001 AND 2000


                                      18
<PAGE>


                                   CONTENTS


<TABLE>
<CAPTION>

CONTENTS

                                                            PAGE
<S>                                                         <C>
INDEPENDENT AUDITORS' REPORT                                F-1
BALANCE SHEETS                                              F-2
STATEMENTS OF OPERATIONS                                    F-3
STATEMENT OF STOCKHOLDERS' EQUITY                           F-4
STATEMENTS OF CASH FLOWS                                    F-5
NOTES TO FINANCIAL STATEMENTS                               F-6-8

</TABLE>


                                      19

<PAGE>









                         INDEPENDENT AUDITORS' REPORT


To the Board of Directors of General Telephony.com, Inc.:

We have audited the accompanying balance sheet of General Telephony.com, Inc.
(A Development Stage Company) as of December 31, 2001, and the related
statements of operations, stockholders' equity and cash flows for the year
then ended.  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 balance sheet of  General
Telephony.com, Inc. as of December 31, 2000, and the related statements of
operations, stockholders' equity and cash flows for the year then ended, and
for the period from November 12, 1999 (inception) to December 31, 2000, were
audited by other auditors whose report thereon, dated March 21, 2001,
expressed an unqualified opinion on those statements.  The  financial
statements for the period November 12, 1999 (inception) through December 31,
2000, reflect total revenue and a net loss of $1,438 and $33,455,
respectively, of the related totals. The other auditors' report has been
furnished to us, and or opinion, insofar as it relates to the amount included
for such prior period is based solely on the report of such other auditors.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of GENERAL TELEPHONY.COM, INC. as of
December 31, 2001 and 2000, the results of its operations and its cash flows
for the years then ended, and for the period from November 12, 1999
(inception) to December 31 2001, in conformity with accounting principles
generally accepted in the United States of America.


                                     MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                     Certified Public Accountants
New York, New York


                                      F-1

<PAGE>

                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET




<TABLE>
<CAPTION>

BALANCE SHEET


                                                           December 31,
                                                     ------------------------
                                                        2001          2000
                                                     -----------  -----------
<S>                                                  <C>          <C>
ASSETS
   Cash and cash equivalents                         $       687  $    11,302
                                                     -----------  -----------
     Total current assets                                    687       11,302

Property and equipment, net of accumulated
  depreciation of $5,667 and $1,667                       14,333       18,333
                                                     -----------  -----------
     TOTAL ASSETS                                    $    15,020  $    29,635
                                                     ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Accounts payable and accrued expenses                     105          715
                                                     -----------  -----------
     Total current liabilities                               105          715
                                                     -----------  -----------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized,
    -0- shares issued and outstanding                          -            -
  Common stock, $0.001 par value;
    20,000,000 shares authorized,
  3,011,300 shares issued and outstanding                  3,011        3,011
  Additional paid-in capital                              65,604       59,354
  Deficit accumulated during
   the development stage                                (53,700)     (33,445)
                                                     -----------  -----------
     Total stockholders' equity                           14,915       28,920
                                                     -----------  -----------
     Total liabilities and stockholders' equity      $    15,020  $    29,635

</TABLE>








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

                                      F-2


<PAGE>
                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS


                                                                November 12,
                                                                    1999
                                         For the Year Ended    (Inception) to
                                            December 31,        December 31,
                                       ----------------------
                                          2001        2000          2001
                                       ----------  ----------  --------------
<S>                                    <C>         <C>         <C>
Revenue                                $    3,511  $    1,438  $        4,949
Cost of good sold                           3,727       2,240           5,967
                                       ----------  ----------  --------------
Gross profit (loss)                         (216)       (802)         (1,018)
General and administrative expenses        20,039      20,183          52,682
                                       ----------  ----------  --------------
Loss from operations before provision
for income taxes                         (20,255)    (20,985)        (53,700)
Provision for income taxes                      -           -               -
                                       ----------  ----------  --------------
Net loss                               $ (20,255)  $ (20,985)    $   (53,700)
                                       ==========  ==========  ==============
Net loss per share - basic and diluted $   (0.01)  $   (0.01)  $       (0.02)
                                       ==========  ==========  ==============
Weighted average number of
  common shares                         3,011,300   2,857,694       2,843,273
                                       ==========  ==========  ==============


</TABLE>













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

                                       F-3

<PAGE>

                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

STATEMENT OF STOCKHOLDERS' EQUITY


                                                      Deficit
                                                    Accumulated
                                        Additional  During the     Total
                        Common Stock     Paid-In    Development Stockholders'
                       Shares    Amount  Capital        Stage      Equity
                      ---------  ------  ---------  ----------- -------------
<S>                   <C>        <C>     <C>        <C>         <C>
Balance, Nov 12,
 1999 (Inception)             -  $    -  $       -  $         - $           -
Issuance of founder
  shares for cash,
  November 15, 1999   1,800,000   1,800          -            -         1,800
Shares issued for
cash at $0.05 per
share
  (pursuant to
  Rule 506 offering),
  December 5, 1999      840,000     840     41,160            -        42,000
Net loss                      -       -          -     (12,460)      (12,460)
                      ---------  ------  ---------  ----------- -------------
Balance, December 31,
 1999                 2,640,000   2,640     41,160     (12,460)        31,340

Shares issued for
 cash at $0.05 per
 share
  (pursuant to
  Rule 504 offering),
  May 31, 2000          371,300     371     18,194            -        18,565

Net income                    -       -          -     (20,985)      (20,985)
                      ---------  ------  ---------  ----------- -------------
Balance, Dec 31,2000  3,011,300   3,011     59,354     (33,445)        28,920

Shareholder Contrib.          -       -      6,250            -         6,250

Net Loss                      -       -          -     (20,255)      (20,255)
                      ---------  ------  ---------  ----------- -------------
Balance, Dec 31,2001  3,011,300  $3,011  $  65,604  $  (53,700) $      14,915
                      =========  ======  =========  =========== =============

</TABLE>











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

                                       F-4
<PAGE>



                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                            STATEMENT OF CASH FLOWS



<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS



                                                                 November 12,
                                                                     1999
                                          For the Year Ended   (Inception) to
                                             December 31,        December 31,
                                            2001       2000         2001
                                         ---------  ---------  --------------
<S>                                      <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                 $(20,255)  $(20,985)  $     (53,700)
Adjustments to reconcile net loss to net
  Cash used by operating activities:
  Depreciation and amortization              4,000      1,667           5,667
  Increase(decrease) in accounts payable     (610)        715             105
                                         ---------  ---------  --------------
NET CASH USED IN OPERATING ACTIVITIES     (16,865)   (18,603)        (47,928)
                                         ---------  ---------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                       -   (20,000)        (20,000)
                                         ---------  ---------  --------------
NET CASH USED BY INVESTING ACTIVITIES            -   (20,000)        (20,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Shareholder contributions                  6,250          -           6,250
  Issuance of capital stock                      -     60,565          62,365
  Stock subscriptions                            -   (42,000)               -
                                         ---------  ---------  --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES    6,250     18,565          68,615
                                         ---------  ---------  --------------
  Net change in cash                      (10,615)   (20,038)             687
  Cash - beginning of period                11,302     31,340               -
                                         ---------  ---------  --------------
  Cash - end of period                   $     687  $  11,302  $          687
                                         =========  =========  ==============
Supplemental Information:
  Cash payments made for:
    Income taxes                         $       -  $       -  $            -
                                         =========  =========  ==============
    Interest                             $       -  $       -  $            -
                                         =========  =========  ==============

</TABLE>

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

                                      F-5

<PAGE>
                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000



 NOTE 1 - DESCRIPTION OF BUSINESS  AND  SUMMARY  OF  SIGNIFICANT
          ACCOUNTING POLICIES

          Nature of Operations
          --------------------
          General   Telephony.com,  Inc.  (the  "Company")  is  currently   a
          development-stage  company  under  the  provisions of the Financial
          Accounting   Standards  Board  ("FASB")  Statement   of   Financial
          Accounting Standards  ("SFAS") No. 7.  The Company was incorporated
          under the laws of the state of Nevada on November 12, 1999.

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

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

          Long-Lived Assets
          -----------------
          Long-lived assets and certain  identifiable  intangibles to be held
          and used are reviewed for impairment whenever  events or changes in
          circumstances indicate that the related carrying  amount may not be
          recoverable.  When required, impairment losses on assets to be held
          and used are recognized based on the fair value of  the  assets and
          long-lived  assets  to be disposed of are reported at the lower  of
          carrying amount or fair value less cost to sell.

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

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

                                       F-6
<PAGE>
                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000



 NOTE 1 - DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING
          POLICIES (Continued)

          Comprehensive Income
          SFAS No. 130, "Reporting Comprehensive Income,"establishes
          standards for the reporting and display of comprehensive income
          and its components in the financial statements.  The Company had
          no items of other comprehensive income and therefore has not
          presented a statement of comprehensive income.

NOTE 2 -  INCOME TAXES

          The components  of  the  provision  for income taxes for the period

          from January 1, 2001 to December 31, 2001 are as follows:

           Current Tax Expense
             U.S. Federal                           $           -
             State and Local                                    -
           Total Current                                        -

           Deferred Tax Expense
             U.S. Federal                                       -
             State and Local                                    -
           Total Deferred                                       -

           Total Tax Provision (Benefit) from
            Continuing Operations                   $           -

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

          Federal Income Tax Rate                             34.0%
          Effect of Valuation Allowance                   (   34.0)%
          Effective Income Tax Rate                            0.0%

          At  December 31, 2001, the Company had net carryforward  losses  of
          $53,700.   Because  of  the  current  uncertainty  of realizing the
          benefits  of the tax carryforward, a valuation allowance  equal  to
          the tax benefits for deferred taxes has been established.  The full
          realization  of  the  tax  benefit associated with the carryforward
          depends  predominantly  upon  the  Company's  ability  to  generate
          taxable income during the carryforward period.




                                      F-7
<PAGE>
                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000



NOTE 2 -  INCOME TAXES (Continued)

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

          Deferred Tax Assets
           Loss Carryforwards                           $    1,800

           Less:  Valuation Allowance                     (  1,800)
           Net Deferred Tax Assets                      $        -

          Net operating loss carryforwards expire in 2021.

NOTE 3 -  COMMON STOCK

          On November  15,  1999,  the Company issued 1,800,000 shares of its
          $0.001 par value common stock to its founders for cash of $1,800.

          On May 31, 2000, the Company  issued  840,000  shares of its $0.001
          par value common stock at $0.05 per share for cash of $42,000.  The
          shares  were  issued  pursuant  to Regulation D, Rule  506  of  the
          Securities and Exchange Commission Act of 1933 offering.

          On  December 5, 2000, the Company  issued  371,300  shares  of  its
          $0.001  par  value  common  stock  at  $0.05  per share for cash of
          $18,565.  The shares were issued pursuant to a  Regulation  D, Rule
          504 of the Securities and Exchange Commission Act of 1933 offering.

          In  April 2001, a shareholder contributed $6,250 to the Company  as
          additional paid-in capital.

NOTE 4 -  RELATED PARTY TRANSACTIONS

          The Company  neither owns nor leases any real or personal property.
          The officers/directors  of  the  Company  provide  office and other
          services  without  charge.   Such  costs  are  immaterial   to  the
          financial  statements  and,  accordingly,  have  not been reflected
          therein.    These  individuals  are  involved  in  other   business
          activities and  may,  in  the  future,  become  involved  in  other
          business  opportunities.   If specific business opportunity becomes
          available, such persons may  face  a  conflict in selecting between
          the Company and their other business interest.  The Company has not
          formulated a policy for the resolution of such conflicts.

          In April 2001, a shareholder contributed  $3,750  to the Company as
          additional paid-in capital.


                                     F-8





<PAGE>

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

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

On March 18, 2002, the Company filed a Current Report on Form 8-K with the
United Stated Securities and Exchange Commission, in which the Company stated
in Item 4 "Changes in Registrant's Certifying Account."


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

A. The names, ages and positions of the Company's directors and executive
officers are as follows:

<TABLE>
<CAPTION>

Name                         Age           Position
------------                 ---      -------------------------------
<S>                          <C>      <C>
David D. Selmon, Jr.         24       President, Chief Executive
                                      Officer, Chief Financial
                                      Officer, and Director
Melissa Fernandez            22       Secretary, Director

</TABLE>

Family relationships
--------------------

The Company's two Officers/Directors are brother and sister.


                                    20
<PAGE>


Work Experience
---------------

David D. Selmon, Jr., President

The Company is managed and led by David D. Selmon, Jr.  Mr. Selmon, Jr., spent
the past 4 years in the United States Marines.  He was responsible for the
unit's motor pool maintenance as well as being in charge of a seven (7) man
squad to include their military readiness and attitude.  He is currently
employed at Dave and Buster's Restaurant as a part time bartender.
He is currently enrolled at Houston Community College.

Melissa Fernandez, Corporate Secretary, formerly Melissa Selmon was married in
September, 2000, and changed her last name.

Melissa Fernandez is currently employed at Berryhill's restaurant in Houston as
a cashier.  She has helped manage nightclubs and other entertainment
facilities.  She currently helps manage the computers used in retrieving daily
data from the Company payphone business (68 phones) and is responsible for
programming the phones when necessary.  She is currently enrolled at Houston
Community College.


                                    21
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration of Directors and Executive Officers

As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal year ended December 31, 2000.

<TABLE>
<CAPTION>

                                                       Number of Shares
                                                       Underlying
                         Position    Salary    Bonus   Options (#)
                         --------  -------- ----------------------
<S>                      <C>         <C>       <C>     <C>
David Selmon, Jr.        President   None      None    None
Melissa Fernandez        Secretary   None      None    None

</TABLE>

The Company currently does not have employment agreements with its executive
officers.  The executive officers will not draw any salary from the Company,
and the Company - in order to prudently manage its limited financial
resources - does not plan on compensating its executive officers for their
present services rendered to the Company for the foreseeable future.

Compensation of Directors
-------------------------

There were no arrangements pursuant to which any director of the Company was
compensated for the period from November 12, 1999 (date of inception) to
December 31, 2001 for any service provided as a director.  In addition, no
such arrangement is contemplated for the foreseeable future.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of December 31, 2001, by each
person known by General Telephony.com, to own beneficially more than 5% of
the outstanding common stock, by each of our directors and officer and by
all of our directors and officers as a group.  Unless otherwise indicated
below, all persons listed below have sole voting and investment power with
respect to their shares of common stock.

<TABLE>
<CAPTION>
                                                   Amount
Title     Name and Address                         of shares             Percent
of        of Beneficial                            held by    Date        of
Class     Owner of Shares          Position        Owner      Purchased   Class
--------------------------------------------------------------------------------
<S>       <C>                      <C>               <C>        <C>       <C>

Common    David D. Selmon, Jr.(1)  President/Director  900,000  11/15/99  29.9%

Common    Melissa Fernandez(2)     Secretary/Director  900,000  11/15/99  29.9%

Common    Franklin Fisher, Jr.(3)  Shareholder         420,000  12/05/99  13.9%
-------------------------------------------------------------------------------
Totals:                                              2,220,000            73.7%

All Executive Officers and
Directors as a Group (2 persons)                     1,800,000            59.8%

The percentages listed in the Percent of Class column are based upon 3,011,300
outstanding shares of common stock, which will be the number of outstanding
shares of common stock as of the effective date.

</TABLE>

(1)  David D. Selmon, Jr. 14601 Bellaire Blvd, Suite 338, Houston, TX  77083.
(2)  Melissa Fernandez, (married name) formerly Melissa Selmon, 14601 Bellaire
     Blvd, Suite 338, Houston, TX  77083.
(3)  Franklin Fisher, Jr., One Riverway, Suite 1700, Houston, TX  77056.
     This includes the 140,000 shares of Common Stock beneficially owned
     by International Fluid Dynamics, which is controlled by Mr. Fisher,
     and also includes 1400,000 shares of Common Stock beneficially owned
     by TCA Investments, Inc., which is controlled by Mr. Fisher.

                                    22
<PAGE>

Persons Sharing Ownership of Control of Shares

No persons other than David D. Selmon, Jr., Melissa Fernandez and
Franklin C. Fisher, Jr. own or share the power to vote five percent (5%)
or more of the Company's securities.

C.  Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

D.  Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of the
Company.

E.  Parents of Issuer

Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution, the Company hired the professional services of
Merdinger, Fruchter, Rosen & Corso, P.C., Certified Public Accountants, to
perform audited financials for the Company.  Merdinger, Fruchter, Rosen &
Corso, P.C., owns no stock in the Company.  The company has no formal
contracts with its accountant, they are paid on a fee for service basis
through a separate escrow account.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests.  The Company has not formulated a policy for the
resolution of such conflicts.


                                     23
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

The following documents are included or incorporated by reference as exhibits
to this report:


EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  ----------------------------------------------------------------------
(3)      ARTICLES OF INCORPORATION AND BY-LAWS

  3.1    Articles of Incorporation of the Company Filed November 12, 1999 (1)

  3.2    By-Laws of the Company adopted November 18, 1999 (1)

(4)      INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

  4.1    Sample of Stock Certificate (1)

(23)     CONSENT OF EXPERTS AND COUNSEL

   23.1  Letter of Consent from G. Brad Beckstead, CPA(1)
   23.2  Letter of Consent from G. Brad Beckstead, CPA(2)

(27)     FINANCIAL DATA SCHEDULE

  27.1   Financial Data Schedule(1)
  27.2   Financial Data Schedule(2)

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

(1)  Previously filed as an exhibit to our registration statement on Form 10-SB
     (the "Registration  Statement"), which was filed on October 5, 2000, and
     incorporated herein by reference.

(2)  Previously filed as an exhibit to our Annual Report on Form 10-KSB
     (the "Annual Report"), which was filed on April 11, 2000, and
     incorporated herein by reference.


REPORTS ON FORM 8-K

The Company filed a Current Report dated March 18, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying
Account."  See Item 8 above, entitled, "Changes in and Disagreements with
Accountants on Accounting."

                                      24

<PAGE>


                               SIGNATURES


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

                                    General Telephony.com, Inc.
                                    -----------------------------
                                           (Registrant)

Dated:  March 28, 2002

By:   /s/ David D. Selmon, Jr.
------------------------------
David D. Selmon, Jr.,
Chairman of the Board,
President and Chief Executive Officer,
Chief Financial Officer


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

                                     General Telephony.com, Inc.
                                    -----------------------------
                                           (Registrant)

Dated:  March 28, 2002

By:   /s/ Melissa Fernandez
---------------------------
Melissa Fernandez,
Secretary and Director


                                     25
<PAGE>