U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   AMENDMENT 1
                                  FORM 10-QSB/A

(Mark One)

 X    Quarterly report under Section 13 or 15(d) of the Securities  Exchange Act
      of 1934

For the quarterly period ended June 30, 1999.

         Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from               to
                               -------------    ----------------

Commission file number 33375885
                       --------

                        Teltran International Group, Ltd.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                    11-3172507
-------------------------------              ----------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

              One Penn Plaza, Suite 4632, New York, New York, 10119
              -----------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 643-1283
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)

      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 ___               No  X


                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

      Check whether the registrant  filed all documents and reports  required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court.

Yes ___               No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

Common Stock, $.001 par value - 20,587,515
--------------------------------------------------------------------------------

      Transitional Small Business Disclosure Format (check one):

Yes ___               No  X



<PAGE>


               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                                      INDEX

                                                                      PAGE NO.

Part I Financial Information

Item 1. Consolidated Financial Statements


  Consolidated Balance Sheet at June 30, 1999                          F-1

  Consolidated Statements of Operations for the three and six
     months ended June 30, 1999 and 1998                               F-2


  Consolidated Statements of Cash Flows for the six months
     ended June 30, 1999 and 1998                                      F-3 - F-4

  Notes to Consolidated Financial Statements                           F-5


Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                 6-8


Part II Other Information


        ITEM 1 - LEGAL PROCEEDINGS                                     8-9


        ITEM 6 - EXHIBITS & REPORTS ON FORM 8-K - NONE FILED


<PAGE>

PART 1 - FINANCIAL INFORMATION

                TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1999
                                   (Unaudited)

                                     ASSETS

Current assets
  Cash                                                              $   958,834
  Accounts receivable                                                    99,617
  Prepaid expenses                                                      109,893
                                                                    -----------
    Total current assets                                              1,168,344
                                                                    -----------
Machinery and equipment, net                                             29,138
                                                                    -----------
Other assets
  Goodwill, net of amortization                                         125,536
  Investment                                                             50,000
                                                                    -----------
                                                                        175,536
                                                                    -----------
                                                                    $ 1,373,018
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Loan payable                                                      $    50,000
  Accounts payable, accrued expenses and
    taxes payable                                                        66,013
                                                                    -----------
    Total current liabilities                                           116,013
                                                                    -----------
Long-term liabilities, loans payable,
  stockholders' and others                                               50,754
                                                                    -----------
Stockholders' equity
  Preferred stock, $.001 par value, 5,000,000 shares
    authorized and none issued and outstanding
  Common stock, $.001 par value, 50,000,000 shares
    authorized and 12,601,327 issued and outstanding                     12,601
  Additional paid-in capital in excess of par value                   9,930,547
  Accumulated deficit                                                (8,736,897)
                                                                    -----------
                                                                      1,206,251
                                                                    -----------
                                                                    $ 1,373,018
                                                                    ===========

          See accompanying notes to consolidated financial statements.


                                      F-1
<PAGE>

                TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,              Six Months Ended June 30,
                                             1999                1998                1999                1998
                                         ------------        ------------        ------------       ------------
<S>                                      <C>                 <C>                 <C>                <C>
Revenues
  Sales                                  $     99,881        $     87,165        $    183,340       $    128,855
  Miscellaneous                                 1,457                                   1,457
                                         ------------        ------------        ------------       ------------
                                              101,338              87,165             184,797            128,855
Cost of sales, purchases                       24,657              79,179             146,968             79,179
                                         ------------        ------------        ------------       ------------

Gross profit                                   76,681               7,986              37,829             49,676

Operating expenses
  Selling, general and administrative       1,553,004              53,539           1,896,197            209,624
  Provision for impairment                  4,396,981                               4,396,981
  Depreciation and amortization                 3,122                                   3,823                 60
                                         ------------        ------------        ------------       ------------
                                            5,953,107              53,539           6,297,001            209,684

Loss from operations                       (5,876,426)            (45,553)         (6,259,172)          (160,008)

Interest expense                              186,808                                 222,070
                                         ------------        ------------        ------------       ------------

Loss before income taxes                   (6,063,234)            (45,553)         (6,481,242)          (160,008)

Income taxes                                      380                                   1,160                388
                                         ------------        ------------        ------------       ------------

Net loss                                 $ (6,063,614)       $    (45,553)       $ (6,482,402)      $   (160,396)
                                         ============        ============        ============       ============

Basic and diluted loss per common
 share                                   $      (0.54)       $      (0.05)       $      (0.64)       $      (0.18)
                                         ============        ============        ============        ============

Weighted average number
 of common shares used in
 computing basic and diluted
 loss per common share                     11,254,355             915,637          10,142,901             915,637
                                         ============        ============        ============        ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>

                TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                      Six Months Ended June 30,
                                                       1999             1998
                                                    -----------     -----------
Cash flows from operating activities
  Net loss                                          $(6,482,402)    $  (160,396)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization expense                 3,823              60
    Impairment                                        4,396,981
    Compensation expense related to options           1,267,410
    Non-cash interest expense related
      to convertible notes                              204,604
    Changes in net assets and liabilities:
      Accounts receivable                                (5,321)        (54,665)
      Prepaid expenses                                 (109,893)         (9,978)
      Customer deposits                                                  14,932
      Cash repayments to factor                         (65,193)
      Accounts payable, accrued expenses
        and taxes payable                               (38,668)         32,583
                                                    -----------     -----------

Net cash used in operating activities                  (828,659)       (177,464)
                                                    -----------     -----------

Cash flows from investing activities
  Purchases of machinery and equipment                  (29,138)
  Net cash received in acquisition                        8,386
                                                    -----------     -----------
Net cash used in investing activities                   (20,752)
                                                    -----------     -----------

Cash flows from financing activities
  Cash advances from factor                                              35,000
  (Repayments of) borrowings from loans
    payable, stockholders' and others                      (550)         81,761
  Proceeds from debt                                    550,000
  Proceeds from issuance of common stock              1,253,406
  Cash received as advances from investors                               68,500
                                                    -----------     -----------

Net cash provided by financing activities             1,802,856         185,261
                                                    -----------     -----------

Net increase in cash                                    953,445           7,797

Cash, beginning of period                                 5,389           3,646
                                                    -----------     -----------

Cash, end of period                                 $   958,834     $    11,443
                                                    ===========     ===========

          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

                TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                               Six Months Ended June 30,
                                                                                                 1999             1998
                                                                                              ----------       ---------
<S>                                                                                           <C>              <C>
Supplemental  disclosure of cash flow  information,
  Cash paid during the period for:
    Income tax                                                                                $       --       $      --
                                                                                              ==========       =========

    Interest paid                                                                             $   17,466       $      --
                                                                                              ==========       =========

Supplementary schedule of non-cash investing
  and financing activities
    Common stock issued in connection with acquisitions and
    investment                                                                                $4,496,981       $      --
                                                                                              ==========       =========

    Conversion of debt                                                                        $  550,000       $      --
                                                                                              ==========       =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

NOTE 1 - Basis of Presentation

      The  financial  statements  included  herein have been prepared by Teltran
      International  Group,  Ltd., and subsidiaries (the "Company")  pursuant to
      the rules and  regulations of the Securities and Exchange  Commission (the
      "SEC")  and  reflect  all  adjustments,  consisting  of  normal  recurring
      adjustments, which are, in the opinion of management, necessary for a fair
      presentation  of the results of operations  for interim  periods.  Certain
      information and footnote  disclosures  have been omitted  pursuant to such
      rules and regulations,  although the Company believes that the disclosures
      are  adequate to make the  information  presented  not  misleading.  It is
      suggested that these financial  statements be read in conjunction with the
      financial  statements  and the notes  thereto  included  in the  Company's
      Report for the year ended  December  31,  1998 on Form SB-2 and Report for
      the period ended March 31, 1999 on Form 10-QSB.

      The consolidated  results of operations for the three and six months ended
      June 30, 1999 are not necessarily indicative of the results to be expected
      for the full fiscal year.

NOTE 2 - Principles of Consolidated

      The consolidated  financial statements include the accounts of the Teltran
      International  Group, LTD. and its wholly owned  subsidiary.  All material
      intercompany   accounts  and   transactions   have  been   eliminated   in
      consolidation.

NOTE 3 - Material Events

      During the quarter ended June 30, 1999, the following events occurred:

      (a)   The Company issued  2,000,000 shares of its common stock in exchange
            for 2,000,000  shares of common stock of Antra  Holdings Group Inc.,
            ("Antra") an entity in which it shares ownership in a joint venture.
            The  investment in Antra which was valued at $4,000,000  was written
            down to $50,000 based on  management's  analysis of this  investment
            and its estimate of the recoverability of this value.

      (b)   The Company received $1,154,969 representing the issuance of 316,499
            shares of common stock in a private placement.

      (c)   The Company issued  585,000 common shares  representing a previously
            declared stock dividend during the quarter ended June 30, 1999.

      (d)   The Company acquired all of the outstanding shares of Omnicom of New
            York, Inc., a telecommunications  reseller, from a related party for
            115,000  shares of common stock which were issued  during  2000.  An
            impairment  charge of $446,981  was  recorded  connection  with this
            investment based on managements'  assessment of future  undiscounted
            cash flows of the investment.


                                      F-5

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations




      Generally this amendment has been made to reflect the restated financial
statements. Except where otherwise indicated no attempt has been made to update
the other information in the report. Information has been or will be modified in
subsequent reports.


GENERAL

      Prior to April 1998 we were essentially a start-up venture. During 1998
most of our revenues were derived from acting as an OzEmail re-file hub in the
United States. During 1999 these revenues were diminishing and we devoted our
efforts to promoting our affiliate arrangements with OzEmail as well as
establishing businesses for our web portal. Therefore comparisons between 1998
and 1999 will be of limited value.

During the balance of 1999 and early 2000 our Plan of Operation is to:

      o enter into and implement arrangements to provide wholesale customers
      throughout the world with Internet telephony. We have already entered into
      several such agreements to provide these. We are negotiating additional
      similar arrangements. Each of these arrangements requires us to expend
      money for equipment purchases and the payment of various fees.

      *o seek to enter into arrangements to become an affiliate of OzEmail in
      additional countries. This, among other things, will enable us to provide
      economic services from the United States to those countries and
      participate in revenues on both ends of a call. We have received OzEmail's
      permission to establish affiliates in Bangladesh, Pakistan and Israel. We
      are seeking to finalize our arrangement in Pakistan. We have also become
      an affiliate in the United Kingdom and Ireland thru ChannelNet, our newly
      acquired entity in England.


      *o utilize ChannelNet switching to reduce the costs of worldwide
      terminations.


      *o develop marketing strategies with Norweb, a national telecom network
      operator in the UK, and utilize our alliance with them to expand our VoIP
      network.

      o enhance our portal by providing additional related business services.
      These including offering banner ads, sponsorship agreements and other
      types of advertising. We will also develop additional sales affiliate
      arrangements on our portal and continue to run live internet chats on a
      monthly basis.

      o operate our joint venture, RecordsToGo.com, for the sale an auction of
      music. The venture is in the process of obtaining partner/affiliate
      agreements with a variety of music and non-music websites and will be
      marketing RecordsToGo.com worldwide.

      o promote and market our new ISP service through our web portal
      Teltran.com. The service will be competitively priced and will offer
      unlimited internet access, free e-mail and free home pages to all users.

      o expand our sales staff to resell our Unidial services to commercial
      accounts. Unidial operates as an independent network of telecommunications
      resellers. Unidial services will also be marketed to individuals via our
      Teltran.com web portal.

      *o promote and market our new Fax over IP (FoIP) service to our customers.
      This service allows users to send and receive faxes over the internet at a
      reduced cost.

      o as a result of increased activity, hire new employees and obtain
      additional office facilities and equipment.


                                       6
<PAGE>

      o continue to augment other aspects of our telecommunications business as
      well.

We cannot assure you that we will be able to successfully implement our plan
particularly in light of our financial situation.

* The foregoing was based upon our good faith plans at the date of original
filing of the report. Since that date many of the forecasted items are no longer
considered as part of our plans, either for lack of capital, change in economic
evaluation or other reasons.


RESULTS OF OPERATIONS

    SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
                                   (UNAUDITED)

      Our revenues were approximately $185,000 for the first six months of 1999
while the Company had revenues of approximately $129,000 in the comparable
period in 1998. Prior to April 1998 we were basically a start-up venture,
therefore we did not generate much revenue. During 1999 we had a full six months
to generate revenues and is reflected in the increase over the same period of
1998.


      Our selling, general and administrative expenses during the first six
months of 1999 were approximately $6.3 million dollars compared to approximately
$210,000 during the comparable period in 1998. The increase was primarily due to
the expense of approximately $1.3 million dollars for options granted. During
this period we increase staff and expanded our facilities in order to generate
additional revenues through our web portal.

      During 1999 we recorded approximately $4.4 million dollars of an
impairment loss on the valuation of Omnicom and to write-off our investment in
Antra.

      We incurred net losses of $6,482,402 in the first six months of 1999,
which was an increase from the net loss of $160,396 in the first six months of
1998. The increase was primarily due to the expense of approximately $1.3
million dollars for options granted and the expense of approximately $4.4
million dollars to record an impairment loss on our investment in Antra.


  THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
                                   (UNAUDITED)

      Our revenues were approximately $101,000 for the three months ended June
30, 1999 while we received approximately $87,000 in the comparable period in
1998. During June of 1999 we generated additional revenues from new contract for
our VoIP services.


      Our selling, general and administrative expenses during the second quarter
of 1999 were approximately $6 million dollars compared to approximately $54,000
during the comparable period in 1998. The increase was primarily due to the
expense of approximately $1.3 million dollars for options granted. During this
period of 1999 we began staffing for our new services, therefore increasing our
expenses across the board.

      During the second quarter of 1999 we incurred approximately $4.4 million
dollars as of an impairment loss on the valuation of Omnicom and to write-off
our investment in Antra.

      The year 1999 will be the first full year of operations and our revenues
were derived from businesses not conducted in 1998.

      We expect that our monthly revenues for the balance of the year under new
agreements will exceed all our revenues earned in 1998. Based on these
agreements and other activities we believe that we will have substantially
increased revenues in 1999 from our voice telephony operations.


LIQUIDITY

      We had working capital of approximately $1 million dollars at June 30,
1999 compared to a working capital deficiency of approximately $281,000 on
December 31, 1998. The increase was attributable primarily to the proceeds from
private placements.


                                       7
<PAGE>


      Additional funds may be required when we form joint ventures to establish
foreign OzEmail affiliations and to pay for salaries under employment agreements
with management and fund operations until cash flows from our intended expansion
into new markets is sufficient to support our cash requirements. If we are
required to obtain additional capital in the future, there can be no assurance
that sources of capital will be available or if available on terms acceptable to
us. We believe funds obtained and to be obtained from the sale of shares and
cash flow from operations will be sufficient for working capital purposes.



DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

      This quarterly report includes forward looking statements which involve
risks and uncertainties. Such statements can be identified by the use of
forward-looking language such as "will likely result", "may", "are expected to",
"is anticipated", "estimate", "believes", "projected", or similar words. All
statements other than statements of historical fact included in this section,
are forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. The
Company's actual results could differ materially as a result of various risks,
including, without limitation, the dependence on a single line of business; the
failure to close proposed financing; rapid technological change; change in
permitting and environmental regulations; inability to attract and retain key
personnel; the potential for significant fluctuations in operating results; and
the potential volatility of the Company's common stock.

YEAR 2000 DISCLOSURE

      With the new millennium approaching, many businesses and institutions are
reviewing and modifying their computer systems to ensure they accurately process
transactions relating to the Year 2000 and beyond, this effort is necessary
because many existing computer systems and microprocessors with date functions,
including those in non-information technology equipment and systems, use only
two digits to identify a year in the date field and assume that the first two
digits of the year are always "19." Consequently, on January 1, 2000, computers
that are not Year 2000 compliant may read the year 1900. Computer systems that
calculate, compare or sort using the incorrect data may malfunction causing
disruption of operations, including a temporary inability to process
transactions, send invoices or engage in other normal business activities. Our
failure to address potential Year 2000 malfunctions in our computer and
non-information technology equipment and systems could have resulted in our
suffering business interruptions, financial loss, reputational harm and legal
liability.

      We have completed a thorough audit of our Year 2000 state of readiness
including seeking and receiving representations from OzEmail and our internet
Service Providers. As a result we have determined that our business is fully
Year 2000 compliant. Although we cannot predict with complete accuracy, we
nevertheless anticipate no potential liabilities or stoppages in our business as
a result of the new millennium.

                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings

                                LEGAL PROCEEDINGS

      In June 1999 an action was commenced against us in the United States
District Court for the Southern District of New York. The plaintiffs claim that
they suffered damages as a result of alleged fraudulent and negligent
misrepresentations made in 1996 concerning the Company's prospects. We do not
believe we have any liability to the plaintiffs and will vigorously defend this
action. Our Company is not aware of any additional legal proceedings, or pending
legal proceedings, to which we are party or to which our property is subject. A
claim however has been made by a corporation for $304,000 representing amounts
advanced on our behalf to a potential reseller of telecommunications time to us.
Such amount was to be held in escrow until commencement of the contract between
ourselves and the reseller by an agent appointed by the potential reseller. The
contract was aborted and the escrow agent


                                       8
<PAGE>

failed to return the escrow funds. The claimant has requested the payment of the
amount advanced with interest and alternately a participation in revenues, which
it believed arose from the relationship with the reseller. The claimant has
failed to respond to our communications for the past several months.

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date: February 21, 2001                Teltran International Group, Ltd.

                                       /s/ Byron R. Lerner
                                       ------------------------------------
                                           Byron R. Lerner
                                           President

      In accordance with the exchange act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Date: February 21, 2001                /s/ Byron R. Lerner
                                       ------------------------------------
                                           Byron R. Lerner
                                           President, Chief Executive
                                           Officer, Chief Financial Officer
                                           and Director

Date: February 21, 2001                /s/ James E. Tubbs
                                       ------------------------------------
                                           James E. Tubbs
                                           Executive Vice President,
                                           Chief Operating Officer and
                                           Director


                                       9