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

                                   FORM 10-QSB

(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, 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 June 30, 2000                          F-1

    Consolidated Statements of Operations for the
      six and three months ended June 30, 2000 and 1999                  F-2

    Consolidated Statements of Cash Flows for the six
      and three months ended June 30, 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                  8-9

Part II Other Information                                                 9

        ITEM 1 - LEGAL PROCEEDINGS

<PAGE>

PART I - FINANCIAL INFORMATION

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2000
                                   (Unaudited)

                                     ASSETS

Current assets
  Cash                                                             $     46,628
  Accounts receivable                                                 2,513,433
  Prepaid expenses and other current assets                             387,285
                                                                   ------------
    Total current assets                                              2,947,346
                                                                   ------------
Machinery and equipment, net                                          5,301,911
                                                                   ------------
Other assets
  Goodwill, net of amortization                                      12,830,920
  Intangibles, net                                                      327,606
  Investment                                                            232,168
  Investment in joint venture                                            65,347
  Due from related parties                                              125,898
  Security deposits and other assets                                     92,293
                                                                   ------------
                                                                     13,674,232
                                                                   ------------
                                                                   $ 21,923,489
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Loans payable                                                    $  3,649,627
  Accounts payable                                                    1,226,519
  Accrued expenses                                                    2,270,341
  Convertible debentures payable                                        435,000
  Deferred income                                                       288,253
  Due to related party                                                  236,444
  Corporation taxes payable                                              14,476
                                                                   ------------
    Total current liabilities                                         8,120,660
                                                                   ------------
Long-term liabilities, loans payable, stockholders'                          --
                                                                   ------------

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 18,432,541 and
    7,697,295 issued and outstanding, respectively                       18,432
  Additional paid-in capital in excess of par value                  31,341,117
  Stock subscription receivable                                        (779,786)
  Translation adjustment                                               (134,983)
  Accumulated deficit                                               (16,641,951)
                                                                   ------------
                                                                     13,802,829
                                                                   ------------
                                                                   $ 21,923,489
                                                                   ============

          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 June 30,     Six Months Ended June 30,
                                             2000           1999            2000            1999
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
Revenues
  Sales                                 $  1,378,621    $     99,881    $  2,213,255    $    183,340
  Miscellaneous                                 (390)          1,457          32,293           1,457
                                        ------------    ------------    ------------    ------------
                                           1,378,231         101,338       2,245,548         184,797

Cost of sales, purchases                     494,405          24,657         937,880         146,968
                                        ------------    ------------    ------------    ------------

Gross profit                                 883,826          76,681       1,307,668          37,829
                                        ------------    ------------    ------------    ------------

Expenses
  Selling, general and administrative      2,328,874       1,553,004       3,814,807       1,896,197
  Provision for impairment                   569,157       4,396,981         569,157       4,396,981
  Depreciation and amortization            1,317,797           3,122       2,383,232           3,823
                                        ------------    ------------    ------------    ------------
                                           4,215,828       5,953,107       6,767,196       6,297,001

Loss from operations                      (3,332,002)     (5,876,426)     (5,459,528)     (6,259,172)

Other income (expense)
  Income (loss) from investment in
    affiliate                                  2,611                           2,611
  Interest  expense                         (157,142)       (186,808)       (163,362)       (222,070)
                                        ------------    ------------    ------------    ------------
                                            (154,531)       (186,808)       (160,751)       (222,070)
                                        ------------    ------------    ------------    ------------
Loss before income taxes                  (3,486,533)     (6,063,234)     (5,620,279)     (6,481,242)

Income taxes                                   4,248             380          28,696           1,160
                                        ------------    ------------    ------------    ------------
Net loss                                $ (3,490,781)   $ (6,063,614)   $ (5,648,975)   $ (6,482,402)
                                        ============    ============    ============    ============

Basic and diluted loss per
 common share                           $      (0.19)   $      (0.54)   $      (0.32)   $      (0.64)
                                        ============    ============    ============    ============

Weighted average number
 of common shares
 used in computing basic
 and diluted loss
 per common share                         18,196,386      11,254,355      17,822,171      10,142,901
                                        ============    ============    ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Six Months Ended June 30,
                                                                2000            1999
                                                             -----------    -----------
<S>                                                          <C>            <C>
Cash flows from operating activities
  Net loss                                                   $(5,648,975)   $(5,133,306)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization expense                      2,383,232          3,823
    Impairment                                                   569,157      3,047,887
    Compensation expense related to options                       30,455      1,267,410
    Equity in loss of non-consoldiated entities                  122,715
    Non-cash interest expense related to convertible notes       135,500        204,604
    Changes in operating assets and liabilities:
      Accounts receivable                                     (1,490,379)        (5,321)
      Prepaid expenses                                          (145,795)      (109,893)
      Cash repayments to factor                                                 (65,193)
      Increase in accounts payable and accrued expenses        1,441,885        (38,668)
    Deferred income                                              288,253
                                                             -----------    -----------
Net cash used in operating activities                         (2,313,952)      (828,657)
                                                             -----------    -----------
Cash flows from investing activities
  Purchases of machinery and equipment                          (784,126)       (29,138)
  Acquisition of assets                                       (1,367,611)
  Payment for security deposits                                  (41,589)
  Purchase of equity investment                                 (407,000)
  (Repayments of) borrowing from related parties, net            231,190
  Net cash received in acquisition                                    --          8,386
                                                             -----------    -----------
Net cash used in investing activities                         (2,369,136)       (20,752)
                                                             -----------    -----------
Cash flows from financing activities
  (Repayments of) borrowing from loans payable                   516,651           (550)
  Proceeds from debentures                                       550,000
  Proceeds from debt                                                            550,000
  Proceeds from issuance of common stock                                        244,935
  Proceeds from private placements                                            1,008,469
                                                             -----------    -----------
Net cash provided by financing activities                      1,066,651      1,802,854
                                                             -----------    -----------
Effect of exchange rate changes on cash                         (144,303)
                                                             -----------    -----------
Net increase in cash                                          (3,760,740)       953,445

Cash, beginning of period                                      3,807,368          5,389
                                                             -----------    -----------
Cash, end of period                                          $    46,628    $   958,834
                                                             ===========    ===========
Supplemental disclosure of cash flow information,
  cash paid during the period for:
    Income tax                                               $        --    $        --
                                                             ===========    ===========
    Interest paid                                            $    21,435    $    36,753
                                                             ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Six Months Ended June 30,
                                                                2000            1999
                                                             -----------    -----------
<S>                                                          <C>            <C>
Supplementary schedule of non-cash investing
  and financing activities

    Common stock issued in connection with acquisition       $  570,170     $        --
                                                             ==========     ===========
    Debt incurred from acquisition                           $3,349,889     $        --
                                                             ==========     ===========
    Warrants issued in connection with debt                  $  642,500     $        --
                                                             ==========     ===========
    Options exercised for notes receivable                   $  453,059     $        --
                                                             ==========     ===========
    Common stock to be issued in connection with
    acquisition earnout                                      $  547,000     $        --
                                                             ==========     ===========

</TABLE>

          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 six months ended June 30, 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 six
          months ended June 30, 2000 has incurred a net loss of  $5,648,975.  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 June 30, 2000, the following events occurred:

          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.

          In May 2000,  the Company  received a short-term  convertible  loan of
          $300,000  from a  non-related  party.  The loan matures and payment of
          principal and 7% interest per annum is due 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.


                                      F-5
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5 -  Subsequent Events

          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 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.

          In  October  2000,  the  Company   borrowed   300,000  pounds  from  a
          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 for 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.


                                      F-6
<PAGE>

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5 -  Subsequent Events (continued)

          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>

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

GENERAL

     During the last two months of 1999 we acquired one new UK subsidiary and
during the first quarter of 2000 we acquired one new UK subsidiary. Therefore
during most of 1999 the revenue and operating expenses of these companies were
not reported. Therefore, comparisons between 1999 and 2000 will be of limited
value.

During the remainder of 2000 and into 2001 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 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 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 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.

o build and develop our own telecommunication network, which will allow us to
originate and terminate minutes anywhere in the world without being dependent
upon any other company to transmit traffic.

o divest our subsidiaries in the UK.

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

RESULTS OF OPERATIONS

            SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO JUNE 30, 1999
                                   (UNAUDITED)

     Our revenues were approximately $2.2 million dollars for the first six
months of 2000, which is a increase of $2 million dollars from approximately
$185,000 for the same period of 1999. The increase is primarily due to revenues
generated by our newly acquired subsidiaries.

     The cost of sales increased approximately $791,000 for the first six months
of 2000, from $147,000 in 1999 to $938,000 in 2000. An increase of approximately
$550,000 is from our new subsidiaries. The balance of the increase is due to the
increased cost of telecommunication time we purchase to fulfill our agreements,
which has reduced our margins.

     Selling, general and administrative expenses increased approximately $1.9
million dollars from $1,896,197 in the first six months of 1999 to $3,814,807
during


                                       8
<PAGE>

the same period of 2000. The increase is from the operations of our new
subsidiaries. Although, in 1999 we had incurred costs related to options granted
to employees, during 2000 operating costs had increased due to the costs related
to the acquisitions of the subsidiaries, which were acquired subsequent to June
1999, costs related to our efforts to increase our client base and expand our
services to existing clients through the purchase and or leasing of new
equipment and a significant increase in rent expense.

     During the first six months of 2000 we incurred an impairment expense of
$569,157 as a result in the write-down of the investment in Savon Calling. This
is approximately $3,827,000 less than the same period in 1999. We also incurred
$2,383,232 in amortization and depreciation expense primarily from the
acquisitions of our new subsidiaries for the first six months of 2000, which we
did not incur during 1999.

     While our revenues have continued to increase, we have incurred significant
expenses related to the acquisitions of the subsidiaries and costs related to
the purchase and or leasing of equipment necessary to increase our sales.

           THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO JUNE 30, 1999
                                   (UNAUDITED)

     For the second three months of 2000 our revenues increased approximately
$1.4 million dollars for the same period of 1999. This increase is due to
revenues generated by our newly acquired subsidiaries.

     The cost of sales increased approximately $469,000 due primarily to the
expenses related to the increase in revenues from our subsidiaries. The
subsidiaries attributed approximately $200,000 to the increase for the
three-month period. The balance of $250,000 is attributable to the increase of
our costs of long distance, which has reduced our profit margins.

     Selling, general and administrative expenses increased during the second
quarter of 2000 from $1,553,004 in 1999 to $2,328,874 in 2000. During the first
six months of 1999 we incur the costs of $1.3 million dollars related to the
options we did not incur these cost during 2000. However, during 2000 we did
incur costs related to the operations of our UK subsidiaries that were acquired
subsequent to June 1999.

     During the second quarter of 2000 we had a decrease in impairment loss of
approximately $3.8 million dollars from costs $4.4 million dollars in 1999 to
approximately $570,000 during the same period of 2000. However, we did incur
approximately $1.3 million dollars of amortization and depreciation expense,
which did not incur during the same period of 1999. This increase is due to a
larger fixed asset base and goodwill amortization in relation to the UK
subsidiaries. We also had increased operating expenses related to our
subsidiaries, which were acquired subsequent to June 1999.

     During the second quarter of 2000, our net loss decreased from $6,063,614
in 1999 to $3,490,781 in 2000. This decrease in net loss is a result in the
increase of revenues from our new subsidiaries, as well as the decrease in
impairment expense.

LIQUIDITY

     We are experiencing an ongoing liquidity problem that requires us to borrow
for current operations. At June 30, 2000 we had a working capital deficiency of
approximately $5 million dollars compared to a working capital of approximately
$2.8 million dollars at December 31, 1999. In addition to our needs for
operations capital we have several projects and agreements, which require
substantial funding.

     Funds are required for additional equipment in connection with the
establishment of a network center in New York through out 2000. Leasing
arrangements may finance a portion of these costs. We may be required to obtain
additional equipment to be located abroad in connection with future
telecommunication arrangements. We are required to make additional payments of
approximately $2.4 (including a payment presently due) to complete the purchase
of Web Factory assets, fund its United Kingdom operations, fund up to an
additional $65,000 for Recordstogo and $500,000 for officer salaries. We also
will expend in excess of $475,000, net, in connection with a new dial around
operation.


                                       9
<PAGE>

     To meet these various funding requirements we had anticipated supplementing
our revenues with equity financing. Attempts to raise funds through various
private placements were unsuccessful because when we were de-listed from the OTC
bulletin board in April 2000. We were then compelled to obtain loans for a
portion of these requirements or defer or eliminate some of these projects.

     Through June 2000, we have received approximately $1.9 million dollars in
short-term notes of which $100,000 was borrowed from officers and has been
repaid. A loan of approximately $1.2 million dollars was required to purchase
one of our acquisitions. There were convertible notes issued to provide funds
for operations in the amount of $550,000 and an additional $312,000 funded to an
investment in a joint venture. The Company cannot finance these costs from
operations and will be required to obtain additional financing. We are presently
exploring ways to obtain additional financing. There is no assurance we will 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 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

                                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


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<PAGE>

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


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