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

                                   AMENDMENT 2
                                  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 March 31, 2000.

         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 4430, New York, New York, 10119
              -----------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 643-1600
                                 --------------
                (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 March 31, 2000                          F-1

    Consolidated Statements of Operations for the three
         months ended March 31, 2000 and 1999                             F-2

    Consolidated Statements of Cash Flows for the three months
         ended March 31, 2000 and 1999                                 F-3 - F-4


    Notes to Consolidated Financial Statements                         F-5 - F-7

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       8-10


Part II Other Information

     ITEM 1 - LEGAL PROCEEDINGS


<PAGE>

PART 1 - FINANCIAL INFORMATION

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2000
                                   (Unaudited)

                                     ASSETS

Current assets
  Cash                                                             $    781,859
  Accounts receivable                                                 1,375,713
  Prepaid expenses                                                      338,769
                                                                   ------------
    Total current assets                                              2,496,341
                                                                   ------------

Machinery and equipment, net                                          5,505,376
                                                                   ------------
Other assets
  Goodwill, net                                                      13,560,295
  Investment                                                            227,000
  Intangibles, net                                                      390,697
  Security deposits and other assets                                     50,704
  Due from related parties                                              278,438
                                                                   ------------
                                                                     14,507,134
                                                                   ------------
                                                                   $ 22,508,851
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Loans payable                                                    $  3,535,021
  Accounts payable                                                      496,351
  Accrued expenses and other liabilities                              1,824,184
  Deferred income                                                       239,538
  Due to related parties                                                 49,553
  Corporation taxes payable                                              15,268
                                                                   ------------
     Total current liabilities                                        6,159,915
                                                                   ------------

Long-term liabilities, loans payable                                         --
                                                                   ------------
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 16,995,980 shares
    issued and outstanding, respectively                                 16,996
  Additional paid-in capital in excess of par value                  30,129,885
  Stock subscription receivable                                        (779,786)
  Accumulated comprehensive loss                                          2,047
  Accumulated deficit                                               (13,120,206)
                                                                   ------------
                                                                     16,248,936
                                                                   ------------
                                                                   $ 22,508,851
                                                                   ============

          See accompanying notes to consolidated financial statements.


                                      F-1
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                   Three Months Ended March 31,
                                                      2000              1999
                                                  ------------     ------------
Revenues
  Sales                                           $    834,634     $     83,459
  Miscellaneous                                         32,683               --
                                                  ------------     ------------
                                                       867,317           83,459

Cost of sales, purchases                               443,475          122,311
                                                  ------------     ------------

Gross profit                                           423,842          (38,852)

Operating expenses
  Selling, general and administrative                1,485,934          343,193
  Depreciation and amortization                      1,034,417              701
                                                  ------------     ------------
                                                     2,520,405          343,894

Loss from operations                                (2,096,563)        (382,746)

Interest expense                                         6,220           35,262
                                                  ------------     ------------
Loss before income taxes                            (2,102,783)        (418,008)

Income taxes                                            24,448              780
                                                  ------------     ------------
Net loss                                          $ (2,127,231)    $   (418,788)
                                                  ============     ============

Basic and diluted loss per common share           $      (0.13)    $      (0.05)
                                                  ============     ============

Weighted average number of common shares
used in computing basic and diluted loss
per common share                                    16,619,166        8,955,146
                                                  ============     ============

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                    Three Months Ended March 31,
                                                         2000           1999
                                                     -----------    -----------
Cash flows from operating activities
  Net loss                                           $(2,127,231)   $  (418,788)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation and amortization expense              1,034,471            701
    Compensation expense related to options               30,457
    Changes in net assets and liabilities:
      Accounts receivable                               (352,659)        40,693
      Prepaid expenses and other current assets          (97,279)        14,815
      Cash repayments to factor                                         (65,193)
      Accounts payable                                   437,140            759
      Accrued expenses and other liabilities             (70,788)
      Deferred income                                    239,537
                                                     -----------    -----------
Net cash used in operating activities                   (906,352)      (427,013)
                                                     -----------    -----------
Cash flows from investing activities
  Purchases of machinery and equipment                  (439,428)
  Acquisition of assets                               (1,367,610)
  Investment in joint venture                            (25,000)
  Loans to related parties                               (53,308)
  Cash paid for investment                              (177,000)
                                                     -----------    -----------
Net cash used in investing activities                 (2,062,346)
                                                     -----------    -----------
Cash flows from financing activities
  Repayments of loans                                    (49,539)
  Convertible debentures payable                                       (180,488)
  Notes Payable                                                        (550,000)
  Conversion of convertible debenture,
    stock issued                                                        550,000
  Cash received as advances from investors                              774,756
                                                     -----------    -----------
Net cash used in financing activities                    (49,539)       594,268
                                                     -----------    -----------
Effect of exchange rate changes on cash                   (7,272)            --
                                                     -----------    -----------
Net increase (decrease) in cash                       (3,025,509)       167,255

Cash, beginning of period                              3,807,368          5,389
                                                     -----------    -----------

Cash, end of period                                  $   781,859    $   172,644
                                                     ===========    ===========

          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)

                                                    Three Months Ended March 31,
                                                         2000           1999
                                                     -----------    -----------
Supplemental disclosure of cash
 flow information,
  Cash paid during the year for:
    Income tax                                       $        --     $       --
                                                     ===========     ==========
    Interest paid                                    $     6,220     $       --
                                                     ===========     ==========
Supplementary schedule of non-cash investing
 and financing activities
  Options exercised for notes receivable             $   453,059     $       --
                                                     ===========     ==========

          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - Basis of Presentation

      The financial information included herein is unaudited; however, such
      information reflects all adjustments (consisting solely of normal
      recurring adjustments) which are, in the opinion of management, necessary
      for a fair statement of results for the interim periods.

      The results of operations for the three months ended March 31, 2000 are
      not necessarily indicative of the results to be expected for the full
      year.

NOTE 2 - Liquidity

      The Company has sustained losses since inception and for the three months
      ended March 31, 2000 has incurred a net loss of $2,127,231. In addition,
      the Company has yet to realize cash flow from operations. The Company
      intends to raise future capital through debt and equity financing and
      through the sales of its three United Kingdom subsidiaries (see Note 5).
      The Company then intends to focus on developing its domestic product line
      and customer base and secure telecommunication licenses internationally.

      There can be no assurance that the Company will be able to obtain
      sufficient debt or equity financing on favorable terms, if at all. If the
      Company is unable to secure additional financing and attain future
      profitable operations, its ability to implement its growth strategy will
      be impaired and its financial condition, results of operations and cash
      flows are likely to be materially adversely affected.

NOTE 3 - Principle of Consolidated

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

NOTE 4 - Material Events

      During the quarter ended March 31, 2000, the following events occurred:

      On January 2, 2000, the Company received 800,000 additional shares of
      Antra's common stock bringing the Company's holdings to 2,800,000 shares.
      The additional shares were received in accordance with an adjustment
      provision in the exchange agreement for the original 2,000,000 shares the
      adjustment was made for the disparity in the relative market value of the
      common shares between the companies.

      On January 3, and February 9, 2000, the Company issued 71,662 and 410,000
      shares, respectively, of common stock to employees who exercised their
      stock options. The employees who received these shares gave promissory
      notes to the Company in the amount of $453,059.

      In February 2000, the Company granted approximately 1.6 million options to
      two officers/shareholders to purchase shares of the Company's common stock
      at $8.00 until August 1, 2000 when the exercise price became $1.00.
      Subject to certain criteria, the options become exercisable at $.10 and
      vest over a graded period. The number of options granted under this
      agreement is adjusted as new shares and common stock options are issued
      pursuant to the agreement.

      On February 11, 2000, the Company granted an employee an option to
      purchase 40,000 shares of the Company's common stock for $4.00 per share,
      which expires in February 2005.

      On March 14, 2000, the Company issued 208,331 additional shares of common
      stock to the November 1999 private placement investors. The Company
      originally sold 625,000 shares at $8.00 per share. A price adjustment to
      $6.00 per share required the issuance of the shares to maintain the
      original private placement price of $5,000,000 pursuant to the agreement.


                                      F-5
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 - Material Events (continued)

      On March 15, 2000 the Company acquired all of the assets of the network
      business conducted by the Web Factory, Ltd., a United Kingdom affiliate of
      Datatec Ltd. (a South African Company). The acquisition included financial
      software, customer contracts and network/computer assets for a purchase
      price of approximately $4,800,000. The Company made a payment of
      approximately $1,200,000 and is obligated to pay an additional $1,200,000
      on April 30, 2000, August 31, 2000 and December 31, 2000. The additional
      payments have not been paid in full.

      On March 29, 2000 the Company declared a 5% stock dividend payable April
      14, 2000 to stockholders of record March 31, 2000.

NOTE 5 - Subsequent Events

      On April 25, 2000, the Company received loans of $50,000 each from two
      officer/shareholders. Repayment was made in May 2000 with interest at 10%
      per annum.

      On May 8, 2000, the Company received a short-term loan of $300,000 from a
      non-related party. The loan matures and payment is due date in October
      2000. The loan is currently in default.

      On May 25, 2000, the Company received a loan of $1,117,602 from a related
      party. For additional consideration of $2,500 the Company issued 5 year
      warrants to the lender to purchase 250,000 shares of common stock at 1.10
      per share. The loan matures on November 25, 2000 and bears interest at
      9.5% per annum. The loan is secured by all the shares of the Company's
      wholly owned subsidiary Teltran Web Factory Ltd. and Antra Holdings Group,
      Inc. and was used to pay the second installment of the Web Factory note.

      In May 2000, the Company purchased 66.67% of SavonCalling.com, LLC for an
      initial amount of $202,000, requiring future funding. In October 2000, the
      agreement was amended to reduce the Company's ownership interest to 20%.
      Pursuant to this amendment, the Company issued 450,000 shares of its
      common stock and 450,000 warrants to purchase its common stock at an
      exercise price of $.50 for five years. The acquisition is accounted for
      under the equity method of accounting.

      In June 2000, the Company issued 1,617,643 additional shares of common
      stock to the November private placement investors. An additional price
      adjustment to $2.04 per share required the issuance of the shares to
      maintain the original private placement price of $5,000,000 pursuant to
      the agreements.

      In July 2000, the company issued $480,000 of convertible debentures due
      January 2, 2001 to non-related parties. The debentures accrue interest at
      8% and are convertible pursuant to terms of agreements. In addition, the
      debt holders received 192,000, 96,000 and 96,000 warrants to purchase
      common stock at $2.00, $2.50 and $3.00 per share, respectively.

      In July 2000, 250,000 shares of the Company's common stock were issued to
      the President and CEO of the Company for personally guaranteeing a credit
      facility on behalf of the Company. The Company recorded compensation
      expense of $287,500 in relation to these shares.

      In August 2000, the Company received a loan of $100,000 from a related
      party, which bears interest at 10% and is due in November 2000. The loan
      is currently in default

      In October 2000, the Company issued $250,000 convertible debenture notes
      to a non-related party. The notes accrue interest at prime plus 1% and are
      due on demand. The notes are convertible to the Company's common stock at
      $0.50 per share. In addition, the debt holder received 50,000 warrants to
      purchase the Company's common stock at an exercise price of $0.375. These
      warrants are exercisable on or before November 9, 2005.


                                      F-6
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5 - Subsequent Events (continued)

      In October 2000, the Company borrowed 300,000 pounds from non-related
      party which bears interest at 4% per annum above the base rate of Royal
      Bank of Scotland and is due on March 1, 2001. The note is secured by a
      stock pledge and escrow agreement.

      In October 2000, the Company acquired the marketing and sales rights to
      the MidPoint(R) Internet software for 2,800,000 shares of the Company's
      common stock and a warrant to purchase 6,000,000 shares of common stock
      for $0.125 per share. In addition, the Company shall pay the licensor
      royalties as defined in the agreement.

      In December 2000, the Company granted 1,565,000 options to its employees
      to purchase shares of the Company's common stock at $.08 per share.

      A suit was commenced against the Company in October seeking an excess of
      $400,000 plus indeterminate and punitive damages.

      An officer of the Company resigned in December 2000. He has agreed to
      become a consultant. The options granted to this officer continue,
      including restated options arising from the rescission of options
      exercised for notes.


      In January 2001,  the Company  entered into  negotiations  with the former
      shareholders  of IPL and executed an agreement  whereby the Company  would
      receive a return of 1,200,000  shares of its common stock as an adjustment
      to the  purchase  price.  On May 31, 2001,  if the value of the  Company's
      remaining  shares  held  by the  former  IPL  shareholders  is  less  than
      2,000,000  British  Sterling,  the Company would have to issue  additional
      shares equal to that value up to an additional 300,000 shares.


      In January 2001, the Company signed a letter of intent to sell its wholly
      owned subsidiary ChannelNet Ltd. to a third party for a determined amount
      pursuant to a sale agreement. The parties are currently negotiating the
      terms of the transaction.

      During 2001, the Company modified the employment agreements maintained
      with two of their officers to provide severance payments upon termination
      without cause and disability.


      In January 2001, the Company entered into an agreement to sell 100% of the
      outstanding stock of Web Factory and certain assets of IPL. Consideration
      for the sale consists of approximately $350,000 in cash, preferred stock
      with a stated value of $7,350,000 for corporate law purposes of a private
      company recently formed. The stated value is not necessarily reflective of
      actual value. The acquirer is liable for indebtedness of the Web Factory
      in the amount of $2,500,000, which was guaranteed by the Company. The
      Company agreed to pay a finders fee to certain parties.


      Pursuant to an earn out provision in connection with the purchase of
      ChannelNet Ltd. the Company is obligated to issue 781,811 shares of its
      common stock valued at approximately $1,100,000 to the former shareholder
      of ChannelNet Ltd.


                                      F-7
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

     During August 1999 and December 1999 we acquired two new UK subsidiaries
and March 2000 we acquired one new subsidiary. Therefore during most of 1999 the
revenue and operating expenses of these companies were not reported. Comparisons
between 1999 and 2000 may be of limited value.

During 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.

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

* 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.


                                       8
<PAGE>

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

RESULTS OF OPERATIONS

          THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO MARCH 31, 1999
                                   (UNAUDITED)

     Our revenues were approximately $867,000 for the first three months of 2000
while the Company had revenues of approximately $83,000 in the comparable period
in 1999. This increase is primarily due to revenues generated by the acquisition
of three subsidiaries. These acquisitions increase our revenues by approximately
$623,000.

     The cost of sales increased over $300,000 due primarily to the expenses
related to the increase in revenues from our subsidiaries. The cost of sales
increased by $260,771 from our subsidiaries. The balance of the increase is a
direct result of the increase in sales from the US operations.

     Selling, general and administrative expenses increased approximately $1.1
million dollars. The operations of our subsidiaries increased our operating
expense by approximately $775,000. An increase in salaries, travel and
entertainment, business development and related expenses are as a direct result
of the companies efforts to service existing clients and acquire new clients.

     During the first quarter of 2000 we incurred amortization and depreciation
expenses in the amount of $1,034,417, which is an increase of over $1 million
dollars from 1999. This increase is due to a larger fixed asset base and
goodwill amortization in relation to the UK subsidiaries.

     We incurred net losses of $2,127,231 in the first three months of 2000,
which was an increase from the net loss of $418,788 in the first three months of
2000. This increase in loss is primarily due to the amortization and
depreciation expense, as well as the cost of operations from our new
subsidiaries.

LIQUIDITY

     We had working capital deficiency of approximately $3.7 million dollars at
March 31, 2000 compared to a working capital of approximately $2.8 million
dollars on December 31, 1999. The decrease in working capital is attributable
primarily to the loans necessary for the acquisition made during March 2000,
loans necessary to maintain operations and purchase equipment necessary to
expand our network. The decrease also came from investment of $177,000 in a
joint venture start-up entity that did not produce revenue for the company.

     The Company anticipates substantial capital and other expenditures during
the year 2000. The Company will require additional funds for equipment in
connection with the establishment of a network center in New York. It believes
leasing arrangements may finance a portion of these costs. While our vendors may
provide additional equipment without charge for calls originating over their
networks, we may have to purchase additional equipment to complete calls. If we
initiate additional types of telecommunications services or establishes joint
ventures or other arrangements in foreign countries, we may be required to
obtain additional equipment. We are required to make additional payments of over
$3,600, 000 to complete the purchase of Web Factory assets, funding its United
Kingdom operations, funding up to an additional $65,000 for Recordstogo and
$500,000 for officer salaries. We also may expend in excess of $350,000, net,
in connection with a new dial around operation. Subsequent to March 31, 2000, we
have received $400,000 in short-term notes of which $100,000 was borrowed from
officers and repaid. The Company cannot finance these costs from operations and
will be required to obtain additional financing. We are presently exploring ways
to obtain this financing. There is no assurance we may be able to obtain funding
on terms favorable to us, if at all. If we cannot obtain additional financing,
we may have to curtail some activities.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

     Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are subject to various known and
unknown risks and uncertainties and Teltran cautions you that any
forward-looking information


                                       9
<PAGE>

provided by or on behalf of Teltran is not a guarantee of future performance.
Our actual results could differ from those anticipated by such forward-looking
statements due to a number of factors, some of which are beyond Teltran's
control, including (i) the volatile and competitive nature of the
telecommunications and internet industry, (ii) changes in domestic and foreign
economic and market conditions, (iii) the effect of federal, state and foreign
regulation on Teltran's business in general and in the telecommunications and
internet industries, (iv) failure of Teltran, its vendors or other third parties
to achieve Year 2000 compliance, (v) changes in technology, (vi) reduced
telecommunication rates, (vii) delays of third parties in commencing service and
(viii) the impact of recent and future acquisitions on Teltran's business and
financial condition. Teltran does not undertake any obligation to publicly
update any forward-looking statement to reflect events or circumstances after
the date on which any statement is made or to reflect the occurrence of
unanticipated events.

                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings

                                   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


                                       10