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 September 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 September 30, 2000                      F-1

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

    Consolidated Statements of Cash Flows for the nine and
      three months ended September 30, 2000 and 1999                   F-3 - F-4

    Notes to Consolidated Financial Statements                         F-5 - F-6

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       7-9

Part II Other Information

        ITEM 1 - LEGAL PROCEEDINGS                                         9

<PAGE>

PART 1 - FINANCIAL INFORMATION

               TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                               September 30, 2000
                                   (Unaudited)

                                     ASSETS

Current assets
  Cash                                                             $     48,297
  Accounts receivable                                                 2,709,495
  Prepaid expenses                                                      451,616
  Deferred financing costs                                               25,600
                                                                   ------------
    Total current assets                                              3,235,008
                                                                   ------------
Machinery and equipment, net                                          4,763,571
                                                                   ------------
Other assets
  Goodwill, net of amortization                                      12,642,726
  Intangibles, net                                                      319,890
  Investment                                                            187,648
  Investment in joint venture                                            65,347
  Due from related parties                                              187,607
  Security deposits and other assets                                     91,378
                                                                   ------------
                                                                     13,494,596
                                                                   ------------
                                                                   $ 21,493,175
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Loans payable                                                    $  4,168,295
  Accounts payable                                                    1,968,860
  Accrued expenses                                                    2,696,362
  Convertible debentures payable                                        522,938
  Deferred income                                                        43,533
  Due to related party                                                  483,974
  Corporation taxes payable                                              14,157
                                                                   ------------
    Total current liabilities                                         9,898,119
                                                                   ------------
Long-term liabilities, loans payable,
  stockholders' and others                                                   --
                                                                   ------------
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; 20,587,515 issued and outstanding                        20,588
  Additional paid-in capital in excess of par value                  32,770,863
  Stock subscription receivable                                        (779,786)
  Translation adjustment                                               (184,577)
  Accumulated deficit                                               (20,232,032)
                                                                   ------------
                                                                     11,595,056
                                                                   ------------
                                                                   $ 21,493,175
                                                                   ============

          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              Nine Months Ended
                                                    September 30,                    September 30,
                                                 2000            1999            2000            1999
                                             ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>
Revenues
  Sales                                      $  1,551,928    $    366,277    $  3,765,183    $    549,617
  Miscellaneous                                       (37)          6,737          32,256           8,194
                                             ------------    ------------    ------------    ------------
                                                1,551,891         373,014       3,797,439         557,811

Cost of sales, purchases                          523,975         252,563       1,461,855         399,531
                                             ------------    ------------    ------------    ------------

Gross profit                                    1,027,916         120,451       2,335,584         158,280

Operating expenses
  Selling, general and administrative           2,208,200         620,129       6,023,007       2,516,326
  Provision for impairment                                                        569,157       4,396,981
  Depreciation and amortization                 1,303,750          19,371       3,723,763          23,194
                                             ------------    ------------    ------------    ------------
                                                3,511,950         639,500      10,315,927       6,936,501

Loss from operations                           (2,484,034)       (519,049)     (7,980,343)     (6,778,221)

Other income (expense)
Income (loss) from investment in affiliate       (385,177)                       (382,566)
Interest expense                                 (676,845)           (321)       (840,207)       (222,391)
                                             ------------    ------------    ------------    ------------
                                               (1,062,022)           (321)     (1,222,773)       (222,391)
                                             ------------    ------------    ------------    ------------

Loss before income taxes                       (3,546,056)       (519,370)     (9,203,116)     (7,000,612)

Income taxes                                        7,244           1,693          35,940           2,853
                                             ------------    ------------    ------------    ------------

Net loss                                     $ (3,553,300)   $   (521,063)   $ (9,239,056)   $ (7,003,465)
                                             ============    ============    ============    ============

Basic and diluted loss per
  common share                               $      (0.18)   $      (0.04)   $      (0.51)   $      (0.64)
                                             ============    ============    ============    ============

Weighted average number
  of common shares used in
  computing basic and diluted
  loss per common share                        19,635,764      12,762,550      18,173,464      11,025,713
                                             ============    ============    ============    ============
</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,
                                                         2000          1999
                                                     -----------    -----------
Cash flows from operating activities
  Net loss                                           $(9,239,056)   $(7,003,465)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization expense              3,723,763         23,194
    Provision for impairment                             569,157      4,396,981
    Compensation expense related to shares issued        287,500
    Compensation expense related to options               30,457      1,267,410
    Consulting expense related to shares issued           79,000
    Deferred financing costs                             (38,400)       204,604
    Non-cash interest expense related to
     convertible notes                                   728,750
    Equity in loss of non-consolidated entity            225,920
    Changes in net assets and liabilities:
      Accounts receivable                             (1,686,441)      (206,669)
      Prepaid expenses                                  (210,126)      (117,500)
      Deferred financing costs
      Cash repayments to factor                                         (65,193)
      Accounts payable and accrued expenses            2,609,928        141,652
      Deferred income                                     43,533
                                                     -----------    -----------
Net cash used in operating activities                 (2,876,017)    (1,358,986)
                                                     -----------    -----------
Cash flows from investing activities
  Purchases of machinery and equipment                  (839,342)       (29,138)
  Investment in joint venture                            (95,000)
  Purchase of equity investment                         (374,750)
  Payments for security deposits and other assets        (40,674)
  Acquisition of assets                               (1,367,611)
  Borrowings from related parties, net                   417,012
  Net cash received in acquisitions                                     101,972
                                                     -----------    -----------
Net cash (used in) provided by investing activities   (2,300,365)        72,834
                                                     -----------    -----------
Cash flows from financing activities
  Proceeds from convertible debentures payable           810,888
  (Repayments of) borrowings from loans payable,
    stockholders' and others                             800,319         (1,050)
  Proceeds from debt                                                    550,000
  Proceeds from issuance of common stock                              1,253,406
  Repayments of loan payable                                            (15,268)
                                                     -----------    -----------
Net cash provided by financing activities              1,611,207      1,787,088
                                                     -----------    -----------
Effect of exchange rate changes on cash                 (193,896)           994
                                                     -----------    -----------
Net (decrease) increase in cash                       (3,759,071)       501,930

Cash, beginning of period                              3,807,368          5,389
                                                     -----------    -----------
Cash, end of period                                  $    48,297    $   507,319
                                                     ===========    ===========

          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,
                                                         2000          1999
                                                     -----------    -----------
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 investments              $   570,170    $ 4,955,995
                                                     ===========    ===========
    Debt incurred from acquisition                   $ 3,349,889    $        --
                                                     ===========    ===========
    Warrants issued in connection with debt          $ 1,160,900    $        --
                                                     ===========    ===========
    Options exercised for noted recievable           $   453,059    $        --
                                                     ===========    ===========
    Conversion of debt                               $        --    $   550,500
                                                     ===========    ===========
    Common stock to be issued in connection
      with aquisition earnout                        $ 1,094,000    $        --
                                                     ===========    ===========

          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 nine months ended September 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 nine
            months ended September 30, 2000 has incurred a net loss of
            $9,239,056. 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 September 30, 2000, the following events
            occurred:

            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.

NOTE 5 -    Subsequent Events

            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-5
<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 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 October 2000, the SavonCalling .com, LLC 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.

            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 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.

            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-6
<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 two new subsidiaries. Therefore during
most of 1999 the revenue and operating expenses of these companies were not
report. 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 n the world without being dependent
upon any other company to transmit traffic.

o divest our subsidiary holdings 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

      NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO SEPTEMBER 30, 1999
                                   (UNAUDITED)

      Our revenues were approximately $3,800,000 for the first nine months of
2000 while we had revenues of approximately $560,000 in the comparable period in
1999. The increase in revenues primarily reflects increased revenues from our UK
subsidiaries, which were acquired during the month of August 1999 through March
2000. The results for the nine months of 1999 only include revenue of one
subsidiary for less than five months.

      Cost of sales increased approximately $1.1 million dollars from $399,531
for the nine months of 1999 to $1,461,855 for the same period of 2000. The
increase comes primarily from our UK subsidiaries, as well as the increase of
our telecommunication time cost over the prior years cost.

      Selling, general and administrative expenses increased $3.5 million
dollars for the nine months of 2000 for the same period of 1999. An increase of
approximately $3.4 million is a result of the operations of our subsidiaries,
which


                                       7
<PAGE>

were not included in 1999. In addition, we had an increase in professional fees
as a result in of acquisition of the UK subsidiaries.

      In the nine months of 2000 we had a total of approximately $3.7 million
dollars of cost primarily as a result of the amortization of goodwill of our
subsidiaries that we did not incur during 1999. During 2000 we had approximately
$570,000 of impairment expenses, which is approximately a decrease of
approximately $3.8 million dollars from the same period of 1999.

      Interest expense increased $600,000 during the nine months of 2000
compared to the same period of 1999. The increase is due to warrants issued in
connection with loans made to the company. Significant debt discount was derived
from the warrants as well as the financing costs related to the loans. The debt
discount is amortized into interest expense. These notes are short term
therefore, amortized over a short period of time.

      We incurred net losses of $9,239,056 in the first nine months of 2000,
which was an increase from the net loss of $7,003,465 in the first nine months
of 1999. The increase was primarily due to the expenses related to the
acquisition of the new entities as well as the amortization of goodwill related
to the acquisitions.

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

      Our revenues were approximately $1,550,000 for the third quarter of 2000
while we had revenues of approximately $370,000 in the comparable period in
1999. This increase came from sales generated by our newly acquired
subsidiaries.

      Cost of sales for the three months ending September 30, 2000 increased
approximately $270,000 over the same period of 1999. This increase comes from
costs from our UK subsidiaries that were not included in this period of 1999.

      Selling, general and administrative expenses increased approximately
$1,588,000 during the third three months of 2000 over the same period of 1999.
The increase is primarily from operations related to our subsidiaries, which was
not included during 1999. The additional cots of the subsidiaries amounted to
approximately $1,150,000 of the increase. Salaries increase during this quarter
by approximately $287,000, due to shares that were issued to an officer of the
company as a result of the individual personally guarantying one of the
company's loans. Professional fees increased as a result in the work required
for the financing and additional requirements for filings.

      During the third quarter of 2000 we incurred amortization expenses of
$1,303,750. This expense was not incurred during 1999 because the subsidiaries
were acquired subsequent to August 1999.

      We incurred net losses of $3,553,300 in the third quarter of 2000, which
was an increase from the net loss of $521,063 in the third quarter of 1999. The
net loss increase is a result in the loss from our subsidiaries acquired
subsequent to September 1999, the costs related to the acquisition, and costs
related to the financing of the acquisitions.

LIQUIDITY

      We are experiencing an ongoing liquidity problem that requires us to
borrow for current operations. At September 30, 2000 we had a working capital
deficiency of approximately $6.7 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. We are currently delinquent on our payables. 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.

      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


                                       8
<PAGE>

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.

      We have received loans of approximately $2.6 million dollars in short-term
notes of which $415,000 was borrowed from officers and $100,000 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 approximately $1,000,000, and additional funds
$175,000 were required to invest in a joint venture. The convertible notes were
issued in May 2000, July 2000 and October 2000, in the amounts of $300,000,
$480,000, and $250,000 respectively. The original joint venture agreement gave
us a 67% ownership. However, since we have been unable to maintain the required
funding we were required to amend the agreement bringing our ownership to 20%
and to issue 450,00 shares of common stock and 450,000 warrants to purchase one
share of common stock and to pay $120,000 in cash by November 6,2000. We have
decided to reduce our ownership due to our lack of funds and the joint ventures
inability to produce revenues to fund its day-to-day operations.

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


                                       9
<PAGE>

      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