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 September 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 September 30, 1999               F-1


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


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

        Notes to Consolidated Financial Statements                     F-5


Item 2. Management Discussion and Analysis of Financial Condition
          and Results of Operations                                    6-9




<PAGE>

PART 1 - FINANCIAL INFORMATION

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                               September 30, 1999
                                   (Unaudited)

                                     ASSETS

Current assets
  Cash                                                             $    507,319
  Accounts receivable                                                 1,118,922
  Prepaid expenses                                                      117,500
                                                                   ------------
    Total current assets                                              1,743,741
                                                                   ------------

Machinery and equipment, net                                             29,138
                                                                   ------------

Other assets
  Goodwill, net                                                         549,774
  Investment                                                             50,000
                                                                   ------------
                                                                        599,774
                                                                   ------------

                                                                   $  2,372,653
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Loan payable                                                     $     59,777
  Accounts payable                                                      243,623
  Accrued expenses                                                      873,805
                                                                   ------------
Total current liabilities                                             1,177,205
                                                                   ------------
Long-term liabilities, loans payable,
  stockholders' and others                                               50,254
                                                                   ------------

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;12,695,827 issued and outstanding                         12,696
  Additional paid-in capital in excess of par value                  10,389,464
  Translation adjustment                                                    994
  Accumulated deficit                                                (9,257,960)
                                                                   ------------
                                                                      1,145,194
                                                                   ------------

                                                                   $  2,372,653
                                                                   ============

          See accompanying notes to consolidated financial statements.


                                      F-1
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              Three Months Ended September 30,         Nine Months Ended September 30,
                                                  1999                1998                1999                1998
                                              ------------        ------------        ------------        ------------
<S>                                           <C>                 <C>                 <C>                 <C>
Revenues
  Sales                                       $    366,277        $    320,449        $    549,617        $    449,304
  Miscellaneous                                      6,737                                   8,194
                                              ------------        ------------        ------------        ------------

                                                   373,014             320,449             557,811             449,304

Cost of sales, purchases                           252,563             141,204             399,531             220,383
                                              ------------        ------------        ------------        ------------

Gross profit                                       120,451             179,245             158,280             228,921

Operating expenses
  Selling, general and administrative              620,129             184,848           2,516,326             387,251
  Provision for impairment                                                               4,396,981
  Depreciation and amortization                     19,371                                  23,194               7,285
                                              ------------        ------------        ------------        ------------
                                                   639,500             184,848           6,936,501             394,536

Loss from operations                              (519,049)             (5,603)         (6,778,221)           (165,615)

Interest expense                                       321              17,704             222,391              17,703
                                              ------------        ------------        ------------        ------------

Loss before income taxes                          (519,370)            (23,307)         (7,000,612)           (183,318)

Income taxes                                         1,693                                   2,853                 387
                                              ------------        ------------        ------------        ------------

Net loss                                      $   (521,063)       $    (23,307)       $ (7,003,465)       $   (183,705)
                                              ============        ============        ============        ============

Basic and diluted loss
  per common share                            $      (0.04)       $      (0.01)       $      (0.64)       $      (0.03)
                                              ============        ============        ============        ============

Weighted average number
  of common shares used in
  computing basic and diluted
  loss per common share                         12,762,550           6,929,082          11,025,713           6,929,082
                                              ============        ============        ============        ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                 Nine Months Ended September 30,
                                                     1999             1998
                                                  -----------      -----------
Cash flows from operating activities
  Net loss                                        $(7,003,465)     $  (183,705)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
    Depreciation and amortization expense              23,194            7,285
    Provision for 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                            (206,669)        (223,413)
      Prepaid expenses                               (117,500)          (8,278)
      Deferred financing costs                                         (55,875)
      Cash repayments to factor                       (65,193)          93,748
      Accounts payable and accrued expenses           141,652           46,573
                                                  -----------      -----------

Net cash used in operating activities              (1,358,986)        (323,665)
                                                  -----------      -----------

Cash flows from investing activities
  Purchases of machinery and equipment                (29,138)
  Net cash received in acquisitions                   101,972
                                                  -----------      -----------

Net cash provided by investing
  activities                                           72,834             --
                                                  -----------      -----------

Cash flows from financing activities
  Convertible debentures payable                                       290,000
  Repayments of notes payable                                         (250,000)
  (Repayments of) borrowings from
    loans payable, stockholders' and
    others                                             (1,050)           8,316
  Proceeds from debt                                  550,000           10,000
  Proceeds from issuance of common stock            1,253,406          290,000
  Repayments of loan payable                          (15,268)
                                                  -----------      -----------

Net cash provided by financing
  activities                                        1,787,088          348,316
                                                  -----------      -----------

Effect of exchange rate changes
  on cash                                                 994
                                                  -----------      -----------

Net increase in cash                                  501,930           24,651

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

Cash, end of period                               $   507,319      $    28,297
                                                  ===========      ===========

          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)

                                                 Nine Months Ended September 30,
                                                      1999            1998
                                                   ----------      -----------
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               $4,955,995      $        --
                                                   ==========      ===========

  Conversion of debt                               $  550,000      $        --
                                                   ==========      ===========

          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 reports for the periods  ending March 31, 1999 and June 30, 1999
            on Form 10-QSB.

            The  consolidated  results of operations for the three, six and nine
            months ended  September 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 subsidiaries.
            All  material  intercompany  accounts  and  transactions  have  been
            eliminated in consolidation.

NOTE 3 -    Acquisition

            In a  transaction  which closed in August 1999,  the Company  issued
            94,500  common shares valued at $459,014 to acquired 100% of Channel
            Net, Ltd., a provider of premium rate telecommunication  services to
            customer in the United  Kingdom.  The  acquisition was accounted for
            under the purchase  method of accounting and accordingly the results
            of operating are included in the financial statements as of the date
            of acquisition.  The Company has allocated the excess purchase price
            over the  fair  value  of net  assets  acquired  to  goodwill  which
            amounted to $443,611 and is being amortized on a straight-line basis
            over a period of five years.  Channel Net, Ltd.'s revenues  included
            in the financial  statements for the nine months ended September 30,
            1999 were approximately $179,000.


                                      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




Introduction


      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 fully replaced by our successful
efforts of promoting our Teltran VoIP Service as well as establishing businesses
for our web portal. During the third quarter 1999 we acquired a new UK
subsidiary and consolidated their financials. Therefore comparisons between 1998
and 1999 will be of limited value.

Plan of Operations

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.


                                       6
<PAGE>

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.

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.


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

      Our revenues were approximately $373,000 for the third quarter of 1999
while the Company had revenues of approximately $320,000 in the comparable
quarter in 1998. This increase was due to revenues generated from newly acquired
subsidiary.

      Our selling, general and administrative expenses during the third quarter
of 1999 were approximately $639,000 dollars compared to approximately $185,000
during the comparable period in 1998. The increase is primarily due to the
inclusion of the operating expenses related to our newly acquired subsidiary. We
also increased salary expense and rent due to expanding our staff and office
space. In addition, our professional fees increased due to our overseas
acquisition and increased filing requirements. We also began advertising through
the newspapers.

      Our net losses increased approximately $500,000 during the third quarter
of 1999. The increase is primarily due to our expansion efforts to increase
revenue and broaden our client bases.


       NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED
                               SEPTEMBER 30, 1998
                                   (UNAUDITED)

      Our revenues were approximately $558,000 for the nine months ended
September 30, 1999 while we received $449,000 for the nine months ended
September 30, 1998. The increase is primarily a result of our newly acquired UK
subsidiary.

      Our selling, general and administrative expenses during the nine months
ended September 30, 1999 were approximately $6.9 million compared to
approximately $394,000 during the comparable period in 1998. The increased
expenses were primarily attributable to the expense of approximately $1.3
million dollars for options granted. We also included the operating expenses
related to our new UK subsidiary.

      During the nine months ended September 30, 1999 we incurred an impairment
expense of approximately $4.4 million dollars to impairment related to an
acquisition and an investment.

      Our net loss increased by $6.8 million dollars to a loss of $7,003,465
from a loss of $183,705. This increase is primarily related to options granted
during 1999, the impairment expense related to an acquisition and ivestment, and
to the increase in staffing and office space necessary to expend our client
bases and services.



                                       7
<PAGE>

LIQUIDITY


      We had working capital of approximately $566,000 as of September 30, 1999
compared to a working capital deficiency of approximately $281,000 as of
December 31, 1998. The increase in capital resulted from our private equity
placements totaling $1,253,406. Since December 31, 1998 we also received gross
proceeds of $550,000 from convertible notes. All the notes have been converted
into equity and we have been able to repay and terminate our factoring
arrangement.

      Based upon our existing arrangement with Ozemail the capital requirements
of our core business are not significant. Under our Ozemail arrangement, to
commence any new service, we will be required to purchase voice interface nodes
(VINs), presently costing $9,000 per VIN. Additional VINs may be required based
on call volume after commencement of service, but these will only be purchased
if revenues justify the purchase. There are additional start-up costs for each
new contract. In most instances we believe that costs associated with these
capital expenditures may be obtained from funds available and from cash flow.
There may be instances, however, where a new contract or service because of its
size may require significant capital expenditures. In such instances we may have
to seek debt or equity funding. There is no assurance that we will be able to
obtain funding on terms favorable to us.


      We may have to pay additional costs when we form joint ventures to
establish foreign OzEmail affiliations and to pay for the salaries of executives
to manage and operate such ventures.

      We believe funds obtained and to be obtained from the sale of shares under
arrangements as of November 1999 and cash flow from operations will be
sufficient for working capital purposes through the next twelve months.


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 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.


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.


                                       8
<PAGE>

                                   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