U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


                                ----------------

(Mark One)

    X     QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d)
  ----      OF THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended December 31, 2000.

  ----    TRANSITION REPORT PURSUANT SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from______to______.

                         Commission File Number 0-85601

                      SYMPHONY TELECOM INTERNATIONAL, INC.
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)

                      UTAH                                    87-0378892
         -------------------------------                     -----------
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                    Identification No.)

  347 Bay Street, Suite 502, Toronto, Canada                     M5H 2R7
--------------------------------------------                     -------
  (address of principal executive offices)                      (zip code)

Issuer's telephone number:           (416) 366-5221
                                    ---------------

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 X No__.

The number of shares of Common Stock  outstanding  as at November 14, 2000 was:
16,260,409.

Transitional Small Business Disclosure Format (check one):  Yes    No  X .
                                                               ---    ---


<PAGE>

                      SYMPHONY TELECOM INTERNATIONAL, INC.


                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 and 1999


                                   (Unaudited)


<PAGE>




                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           DECEMBER 31, 2000 and 1999
                                   (Unaudited)


                                    CONTENTS

                                                                            Page

FINANCIAL STATEMENTS

    Consolidated Balance Sheets                                                1

    Consolidated Statements of Operations and Other Comprehensive Income       2

    Consolidated Statements of Cash Flows                                      3

    Notes to Financial Statements                                         4 - 10







<PAGE>
<TABLE>
<CAPTION>


                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets



                                                                              (Unaudited)     (Audited)
                                                                              December 31      June 30
                                                                                  2000           2000
                                                                                  ----           ----
<S>                                                                           <C>            <C>

ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                                 $   341,544    $   275,823
    Accounts receivable, net of allowance for doubtful
        accounts of $40,016 and $56,954                                         2,574,283        261,247
    Note receivable                                                               400,134           --
    Finished Goods Inventory                                                      145,182         78,933
    Prepaid expenses                                                              129,418         15,101
                                                                              -----------    -----------

TOTAL CURRENT ASSETS                                                            3,590,561        631,104
                                                                              -----------    -----------

PROPERTY AND EQUIPMENT
    Automobiles, computer equipment and office furniture                          645,183        229,161
    Computer software                                                             107,417        101,310
    Telephone equipment                                                           120,310         69,052
                                                                              -----------    -----------
                                                                                  872,910        399,523
    Less: accumulated depreciation                                               (248,635)      (195,854)
                                                                              -----------    -----------

TOTAL PROPERTY AND EQUIPMENT                                                      624,275        203,669
                                                                              -----------    -----------

OTHER ASSETS
    Goodwill, net                                                               4,351,098        738,710
                                                                              -----------    -----------

TOTAL OTHER ASSETS                                                              4,351,098        738,710
                                                                              -----------    -----------

TOTAL ASSETS                                                                  $ 8,565,934    $ 1,573,483
                                                                              ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Bank loans                                                                $   117,263    $      --
    Accounts payable                                                            2,168,219        278,708
    Accrued liabilities                                                           183,446         91,690
    Notes payable                                                               1,421,479        167,789
    Income taxes payable                                                             --              203
    Current portion of leases payable                                              36,484           --
                                                                              -----------    -----------

TOTAL CURRENT LIABILITIES                                                       3,926,891        538,390
                                                                              -----------    -----------

OTHER LIABILITIES
    Deferred income taxes                                                             265           --
    Leases payable                                                                  62,25           --
    Notes payable to related parties                                               38,260         79,479
                                                                              -----------    -----------

TOTAL OTHER LIABILITIES                                                           100,775         79,479
                                                                              -----------    -----------

TOTAL CURRENT AND OTHER LIABILITIES                                             4,027,666        617,869

MINORITY INTEREST                                                                  72,077         (5,471)

STOCKHOLDERS' EQUITY
    Common stock: $0.001 par value, 50,000,000 shares authorized;
        17,373,809 and 15,918,809 shares  issued and outstanding                   17,374         15,919
    Additional paid-in capital                                                  7,039,123      1,953,190
    Contributed capital                                                            31,474         31,474
    Retained earnings (deficit)                                                (2,635,958)    (1,042,134)
    Accumulated other comprehensive income (loss)
        Cumulative translation adjustments                                         14,178          2,636
                                                                              -----------    -----------

TOTAL STOCKHOLDERS' EQUITY                                                      4,466,191        961,085
                                                                              -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $ 8,565,934    $ 1,573,483
                                                                              ===========    ===========

</TABLE>

The accompanying  notes  are an integral part of these financial statements




                                       3.
<PAGE>
<TABLE>
<CAPTION>

                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
      Consolidated Statements of Operations and Other Comprehensive Income
          For the Six and Three Months Ended December 31, 2000 and 1999
                                   (Unaudited)

                                                       Three Months    Three Months     Six Months      Six Months
                                                          Ended           Ended           Ended           Ended
                                                       December 31,    December 31,    December 31,    December 31,
                                                            2000            1999            2000            1999
                                                            ----            ----            ----            ----
<S>                                                    <C>             <C>             <C>             <C>

REVENUE
    Phone cards                                        $  2,529,944    $       --      $  3,134,306    $       --
    Telephone services                                      930,080          55,050       1,935,490          78,014
    Sales of equipment and systems                          106,861          65,371         296,444         205,830
    Internet services                                        47,135             137          88,917             135
    Directory management                                     17,660            --            17,176            --
    Maintenance contracts                                     4,847           1,032          16,537           7,686
                                                       ------------    ------------    ------------    ------------
    TOTAL SALES                                           3,636,527         121,590       5,488,870         291,665
                                                       ------------    ------------    ------------    ------------

COST OF GOODS SOLD
    Cost of phone cards                                   1,731,762            --         2,318,598            --
    Cost of telephone services                              462,336          35,918       1,028,538          52,378
    Cost of equipment and systems sold                       94,230          65,478         205,619         139,940
    Cost of internet services                                42,327            --            71,800            --
    Cost of directory management                             17,274            --            18,417            --
                                                                                       ------------    ------------
    TOTAL COST OF GOODS SOLD                              2,347,929         101,396       3,642,972         192,318
                                                       ------------    ------------    ------------    ------------

GROSS PROFIT                                              1,288,598          20,194       1,845,898          99,347
                                                       ------------    ------------    ------------    ------------

SELLING & GENERAL EXPENSES
    Selling expense                                          67,959           5,855         110,615           6,436
    General and administrative expense                    1,487,366          98,637       2,672,564         167,635
    Amortization and depreciation                           278,459          31,023         524,012          54,532
                                                       ------------    ------------    ------------    ------------
    TOTAL SELLING & GENERAL EXPENSES                      1,833,784         135,515       3,307,191         228,603
                                                       ------------    ------------    ------------    ------------

        (LOSS) FROM OPERATIONS                             (545,186)       (115,321)     (1,461,293)       (129,256)
                                                       ------------    ------------    ------------    ------------

OTHER (INCOME) AND EXPENSES
    Other (income)                                             (639)             (2)         (5,312)             (5)
    Other expenses:
         Bad debts                                            9,864          10,954          18,548          10,820
         Interest expense                                    26.669          35,906          42,882          19,789
                                                       ------------    ------------    ------------    ------------
         Total other expenses                                36,533          46,860          61,430          30,609
                                                       ------------    ------------    ------------    ------------

    TOTAL OTHER (INCOME) AND EXPENSES                        35,894          46,858          56,118          30,604

NET (LOSS) BEFORE  INCOME TAXES AND MINORITY
      INTEREST IN EARNINGS OF CONSOLIDATED
      SUBSIDIARIES                                         (581,080)       (162,179)     (1,517,411)       (159,860)

INCOME TAXES (RECOVERED)                                       --            (1,108)           --            (1,094)
MINORITY INTEREST IN EARNINGS OF
     CONSOLIDATED SUBSIDIARIES                              118,398            (437)         76,413            (660)
                                                       ------------    ------------    ------------    ------------

NET (LOSS)                                                 (699,478)       (160,634)     (1,593,824)       (158,106)
                                                       ------------    ------------    ------------    ------------

 OTHER COMPREHENSIVE INCOME (LOSS)
    Foreign currency translation adjustments                (20,781)          4,175          11,542           8,350
                                                       ------------    ------------    ------------    ------------

    TOTAL OTHER COMPREHENSIVE INCOME                        (20,781)          4,175          11,542           8,350
                                                       ------------    ------------    ------------    ------------

           TOTAL COMPREHENSIVE (LOSS)                  $   (720,259)   $   (156,459)   $ (1,582,282)   $   (149,756)
                                                       ============    ============    ============    ============

Weighted average number of common shares outstanding
     Primary                                             17,373,809       7,356,875      17,373,809       7,356,875
                                                       ============    ============    ============    ============

     Fully diluted                                       20,384,139       7,391,875      20,384,139       7,391,875
                                                       ============    ============    ============    ============

Basic net (loss) per share
      Primary                                          $      (0.04)   $       --      $     (0.09)    $       --
                                                       ============    ============    ============    ============
      Fully diluted                                    $      (0.03)   $         -     $     (0.08)    $       --
                                                       ============    ============    ============    ============
</TABLE>

The accompanying notes are and integral part of these financial statements

                                       4.
<PAGE>
<TABLE>
<CAPTION>







                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
           For the Six-Month Periods Ended December 31, 2000 and 1999
                                   (Unaudited)

                                                               December 31     December 31
                                                                   2000           1999
                                                                   ----           ----
<S>                                                            <C>            <C>


CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)                                                     $(1,593,824)   $  (158,106)
Adjustments to reconcile net (loss) to net cash used
    by operating activities:
    Imputed interest                                                16,323           --
    Depreciation and amortization expense                          539,990         54,532
    Changes in assets and liabilities:
        (Increase) decrease in accounts receivable              (2,313,034)        (6,034)
        (Increase) in notes receivable                            (400,134)          --
        (Increase) in prepaid expenses                            (114,318)         3,466
        (Increase) in inventories                                  (66,249)         8,822
        Increase (decrease) in accounts payable                  1,889,510          7,110
        (Decrease) in accrued liabilities                           91,754         22,892
        Increase in deferred income taxes                              265           --
        (Decrease) in income taxes payable                            (203)        (1,108)
                                                               -----------    -----------

           NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES     (1,949,920)       (68,426)
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    (Acquisition) of property and equipment                       (473,385)         1,338
    (Additions) to other intangible assets                      (1,684,793)         2,496
                                                               -----------    -----------

           NET CASH (USED) BY INVESTING ACTIVITIES              (2,158,178)         3,834
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from bank loans                                       117,263           --
    Proceeds from leases payable                                    98,734           --
    Proceeds from notes payable                                  1,253,690         64,481
    (Repayment of) notes payable to related parties                (57,542)        (7,174)
    Proceeds from common stock                                   2,692,831           --
    Minority interest                                               77,548           (536)
                                                               -----------    -----------

           NET CASH PROVIDED BY FINANCING ACTIVITIES             4,182,524         56,771
                                                               -----------    -----------

EFFECT OF FOREIGN CURRENCY TRANSACTIONS ON CASH                     (8,705)         7,821
                                                               -----------    -----------

INCREASE IN CASH AND CASH EQUIVALENTS                               65,721           --

CASH AND CASH EQUIVALENTS, beginning of period                     275,823           --
                                                               -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                       $   341,544    $      --
                                                               ===========    ===========


SUPPLEMENTAL DISCLOSURES
Interest paid                                                  $    26,559    $    19,789
Income taxes paid                                              $      --      $      --
Schedule of non-cash investing and financing activities:
Purchase of net assets from Mondetta Telecommunications Inc.   $ 2,408,464    $      --

</TABLE>


The accompanying notes are and integral part of these financial statements

                                       5.

<PAGE>


                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

Symphony Telecom International, Inc. ("Company") was incorporated on January 15,
1982 as Mammoth Resources, Inc. under the laws of the State of Utah. The Company
changed its name to Symphony Telecom International,  Inc. by a resolution of the
Board of Directors on March 23, 2000.

Pursuant to an Agreement  and Plan of  Reorganization  dated March 9, 2000,  the
Company  acquired  all the issued and  outstanding  shares of  Symphony  Telecom
International,  Inc.,  a  company  incorporated  under  the laws of the State of
Delaware, in a non-cash transaction.

As part of its  reorganization,  the Company  authorized  a one for five reverse
stock split of existing  issued  common  shares,  resulting  in the number being
reduced from  16,278,357 to 3,255,684.  On the same date, and not subject to the
reverse stock split, the Company authorized  issuance of 7,924,375 common shares
in restricted form being a one for one exchange of shares for all the issued and
outstanding  shares  of  Symphony  Telecom  International,   Inc.  Further,  two
directors were issued an additional  1,000,000  common each and 1,200,000 shares
were issued to consultants for services rendered with the transaction.

As a result of a subsidiary's agreement to purchase business assets and customer
listing,  an  option  has  been  authorized  by the  board of  directors  of the
subsidiary  company  for  35,000  common  shares  at $3.00 per  share,  expiring
December 31, 2000.  This agreement has been assumed by the Board of Directors of
the Company on its  acquisition of Symphony  Telecom  International,  Inc. As of
December 31, 2000 this option has not been exercised.

A  change  in  control  of the  Company  and  the  simultaneous  March  9,  2000
acquisition of Symphony Telecom,  Inc.  (Delaware) has been accounted for on the
basis of a reverse  acquisition,  whereby combining  financial  statements gives
effect to the acquired  company  continuing to report as if it was the acquirer.
The  financial  statements  as  presented  reflect the  results of the  combined
entities.

Symphony  Telecom  International,  Inc. (the acquired  company) was incorporated
under the laws of the State of Delaware on December 4, 1998, to acquire Symphony
Telecom Inc.,  an affiliated  company  engaged in providing  telephone  services
principally in southern  Ontario,  Canada.  Symphony Telecom Inc. was formed May
27, 1996 under the Business Corporations Act of Ontario,  Canada for the purpose
of providing a broad range of  telecommunication  services  including  voice and
data  transmission,  internet  services,  and other  related  services for North
American  and  international  markets.  Pursuant  to an  Agreement  and  Plan of
Reorganization  dated  March 29,  1999,  Symphony  Telecom  International,  Inc.
acquired  all of the  common  shares of  Symphony  Telecom  Inc.  in a  non-cash
transaction on the basis of one Symphony Telecom  International,  Inc. share for
each Symphony  Telecom Inc.  share.  A total of 7,351,875  shares were issued to
effect the  acquisition.  These shares were  restricted  for purposes of resale.
Over a period  of  twelve  months,  the right to sell the  shares  accrued  on a
straight-line basis.

Effective July 1, 2000 Symphony Telecom Inc. purchased certain assets, including
customer  base,  accounts  receivable,  name and other  intangible  assets  less
certain  trade   payables  of  Mondetta   Telecommunications   Inc.,  a  company
incorporated  under  the  Canada  Business   Corporations  Act,  which  provides
international  long distance telephone  services,  directed mostly to retail and
residential  ethnic  populations  across  Canada,  as  well  as  small  business
segments.

The  transaction  was non-cash after  assumption of net liabilities of $786,956,
with the total purchase  price of  $3,195,420;  Net purchase price of $2,408,464
being  satisfied  by  issue of  1,050,000  common  shares  of  Symphony  Telecom
International  Inc. with each common share having attached a warrant to purchase
one common share at the price of $3, expiring September 30, 2001.  Subsequently,
in October 2000, all the assets acquired from Mondetta were  transferred  into a
newly  incorporated  company in Ontario  Canada,  named Mondetta  Communications
Corp.

Effective July 31, 2000 Symphony Telecom Inc.  purchased 61.5% of all the issued
and outstanding shares of Telemax Communications Inc., a company incorporated in
Ontario, Canada, which promotes and markets prepaid telephone cards for national
and  international  long distance  telephone  services directed mostly to ethnic
populations  across  Canada.  The purchase was  accounted for using the purchase
method of accounting and the results of operations have been  consolidated  from
the effective date of acquisition.

                                       6.
<PAGE>

                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


The purchase  price of  $4,830,361  was satisfied by cash payment of $166,277 on
closing,  and the issuance of 1,000,000 common shares,  each attached with a one
share warrant, of Symphony Telecom Inc., which are convertible, by September 30,
2005,  into common  shares of Symphony  Telecom  International  Inc. for a value
representing  $1,995,330.  The issuance of Symphony Telecom International Inc.'s
common shares will be restricted  for the purposes of resale for a period of one
year. A further  three  payments of $166,278  each are due and payable up to and
including  September  30, 2001 upon Telemax  Communications  Inc.'s first year's
revenues reaching cumulative targets of $10,087,500, $20,175,000 and $30,262,500
respectively.  Symphony  Telecom Inc. is also to provide Telemax  Communications
Inc. with four equal payments of $672,500 for working  capital by October 30 and
December 31, 2000, and March 31 and June 30, 2001.

On August 31, 2000 Symphony Telecom  International Inc. purchased 51% of all the
shares of 9041-6868 Quebec Inc.  operating as Directory  Management  America Dot
Com, a company  incorporated  in Quebec,  Canada,  which provides  marketing and
advertising  services,  specifically to yellow pages and e-commerce  advertising
agencies throughout North America, which gives national support for businesses.

The purchase price of $339,790 is an all cash transaction, with $135,916 paid at
closing and the balance payable in 3 equal monthly installments.

On August 28, 2000, the Company entered into a private placement  agreement with
Geek  Securities,  Inc. to provide,  on a best efforts basis, up to $100 million
for common shares. In June 2000, Geek Securities,  Inc. privately placed 660,000
common  shares of  Symphony  Telecom  International,  Inc.,  restricted  for the
purposes of resale for a period of one year,  netting the Company  $780,000.  In
December 2000, the Company concluded its agreement with Geek Securities, Inc.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative  of results  which  ultimately  will be reported  for the fiscal year
ending June 30, 2001.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles in the United States requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

2.  GOING CONCERN AND MANAGEMENT PLAN

The  Company  has  minimal  capital  resources   presently   available  to  meet
obligations, which normally can be expected to be incurred by similar companies,
has  recurring   operating   losses  and  negative  cash  flows  from  operating
activities. These factors raise substantial doubt about the Company's ability to
continue as a going  concern.  The Company will have to pursue other  sources of
capital,  such as additional  equity  financing or debt  financing.  There is no
assurance that the Company will be able to obtain such  financing;  however,  in
June 2000,  the Company  conducted a private  placement  of its stock and raised
$780,000.  The financial  statements do not include any  adjustments  that might
result from the outcome of this going concern  uncertainty.  Management's  plans
over the next twelve-month period are to further develop its  telecommunications
pursuits in North America,  mainly through acquisitions that require substantial
funding, a significant amount of which is currently being arranged.  There is no
assurance the Company will be able to obtain such financing.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These  financial  statements  have been  prepared in accordance  with  generally
accepted  accounting  principles in the United States.  Outlined below are those
policies considered particularly significant for the Company.

CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows,  cash and
cash  equivalents  consist of money market  funds and demand  deposits in banks,
purchased with a maturity of three months or less. The Company has no such items
at December 31, 2000 and 1999.

ACCOUNTS   RECEIVABLE   In  the   purchase   of   net   assets   from   Mondetta
Telecommunications  Inc. 70% of accounts  receivable were factored.  At December
31, 2000  accounts  receivable,  which have been  factored  totaled  $46,387 and
$32,471 has been included in accounts payable.

INVENTORY Inventory is valued at the lower of cost or market using the first-in,
first out method.

                                       7.
<PAGE>


                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


INCOME TAXES The Company filed  separate  corporate  federal  income tax returns
through  December 31,  1998.  Due to changes in control  occurring in 1999,  the
Company has no net operating loss  carryforwards  available to offset  financial
statement or tax return taxable income in future periods.

The Company uses the asset and liability  method of accounting for income taxes.
At December 31, 1999 and 1998, respectively, the deferred tax asset and deferred
tax liability accounts,  as recorded when material to the financial  statements,
are  entirely  the  result  of  temporary  differences.   Temporary  differences
represent  differences in the  recognition of assets and liabilities for tax and
financial  reporting purposes,  primarily  non-deductible  accrued  compensation
amounts payable to an officer.

USE OF ESTIMATES The  preparation  of financial  statements  in conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

NET LOSS PER COMMON  SHARE Basic per share  information  is computed by dividing
income  available to common  stockholders  by weighted  average number of common
shares  outstanding.  There were 1,050,000  warrants and 1,960,330  common share
options  outstanding  at December 31, 2000, and 35,000 common share options were
outstanding at December 31, 1999.

FAIR VALUE OF FINANCIAL INSTRUMENTS The Company estimates that the fair value of
all financial  instruments at December 31, 2000 does not differ  materially from
the  aggregate  carrying  values of its  financial  instruments  recorded in the
balance  sheet.  The estimated  fair value of amounts of  receivables,  accounts
payable and accrued  liabilities  approximate fair value due to their short-term
nature.  Considerable  judgement is necessarily  required in interpreting market
data to develop the estimates of fair value, and accordingly,  the estimates are
not  necessarily  indicative  of the amounts that the Company could realize in a
current market exchange.

PROPERTY AND  EQUIPMENT  Computer  equipment,  computer  software,  automobiles,
office  furniture and telephone  equipment are stated at cost.  Expenditures for
normal maintenance and repairs are charged to expense as incurred.  Depreciation
is computed using reducing  balance method based upon the estimated useful lives
of the related assets. Depreciation expense was $56,595 for the six-month period
ended December 31, 2000 and $19,285 for the six-month  period ended December 31,
1999.

PRINCIPLES OF  CONSOLIDATION  The financial  statements  include the accounts of
Symphony Telecom  International,  Inc. a Utah corporation and its  subsidiaries,
Linkdata  Communications  London,  Ontario Inc., 9041-6868 Quebec Inc., Canadian
corporations,  and Symphony Telecom  International Inc., a Delaware corporation,
and its subsidiaries  Symphony Telecom Inc. and subsidiaries of Symphony Telecom
Inc.,  Communication  Solutions Group Ltd., and Telemax  Communications Inc. and
Canadian   Inter-Latin   Communications  Inc.,  and  a  subsidiary  of  Canadian
Inter-Latin  Communications  Inc., Canadian  Inter-Continental of Ecuador SA All
subsidiaries of Symphony  Telecom  International,  Inc.  (Delaware) are Canadian
corporations  except  the latter  incorporated  in  Ecuador  (collectively,  the
"Subsidiaries").  All significant  inter-company  transactions and balances have
been  eliminated  in  consolidation.  The  consolidated  group  is  referred  to
collectively and individually as the "Company".

MINORITY  INTEREST The amount for minority  interest  represents 25% interest in
subsidiary,  Canadian Inter-Continental  Communications of Ecuador SA, a company
incorporated  under the laws of Ecuador on November 23, 1998;  38.5% interest in
subsidiary,  Telemax  Communications  Inc. a company  incorporated  in  Ontario,
Canada;  49%  interest in 9041-6868  Quebec  Inc.;  and 21% interest in Symphony
Telecom Inc., a company  incorporated in Ontario,  Canada. The minority interest
in net loss of subsidiaries  has been credited to income and charged to minority
interest.

RECLASSIFICATIONS  Certain amounts in the accompanying financial statements have
been reclassified to better reflect the Company's operations,  in the opinion of
management.  These reclassifications have been reflected in all amounts shown in
the accompanying financial statements.

NEW ACCOUNTING  STANDARDS Statement of Financial  Accounting  Standards No. 130,
"Reporting  Comprehensive  Income"  ("SFAS"  No.  130)  issued  by the  FASB  is
effective for financial  statements  with fiscal years  beginning after December
15,  1997.  SFAS No. 130  establishes  standards  for  reporting  and display of
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial statements. The Company adopted SFAS No. 130 as of June 30, 1997.

                                       8.

<PAGE>

                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS No. 131") issued by the FASB is
effective for financial  statements  with fiscal years  beginning after December
15, 1977. SFAS No. 131 requires that public companies report certain information
about operating  segments,  products,  services and geographical  areas in which
they  operate and their major  customers.  The Company has adopted  SFAS No. 131
since incorporation and it had no effect on its financial position or results of
operations.

4.  NOTE RECEIVABLE

The Company  advanced a non-interest  bearing loan of $400,134 to North American
Gateway Inc. in the form of a promissory  note, with personal  guarantees of the
principal  shareholder for the first $200,000,  and a general  security over the
company's assets for the remainder. The term is for one year maturing in October
2001.

5.  BANK LOANS

Bank loans comprise:

                  Small Business Loan                 $   30,568
                  Line of credit                          86,695
                                                      ----------

                                                      $  117,263
                                                      ==========

The Company's subsidiary company Telemax Communications Inc. has been provided a
Small  Business Loan by its bankers in the amount of $166,725,  with interest at
the bank's prime plus 2.5%, which is secured by property and equipment.  Telemax
Communications  Inc. has repaid $136,157 and the balance payable at December 31,
2000 is $30,568. Repayment is $2,779 monthly plus interest and matures September
30, 2001.  Telemax  Communications  Inc. has also been  provided  with a line of
credit  facility of up to $200,000 with interest at the bank's prime plus 1.25%,
secured by a general security  agreement over the company's  assets. At December
31, 2000 the company had drawn down $86,695.

6.  NOTES PAYABLE AND PROMISSORY NOTES

Notes and promissory notes comprise the following:

                                                       December 31,     June 30,
                                                           2000          2000
                                                           ----          ----

 Officers and directors of subsidiary companies        $   716,880      $ 13,693
 Private notes                                                   -         7,270
 Balance payable on acquisition of
      Linkdata Communications London Ontario Inc.           33,335       128,326
 Promissory note, private                                        -        18,500
 Promissory note to AT& T Canada Corp.                     671,255             -
                                                        ----------      --------

                                                        $1,421,479      $167,789
                                                        ==========      ========

Notes due to officers and  directors of subsidiary  companies  are  non-interest
bearing,  unsecured and due upon demand.  The balance payable on the acquisition
of Linkdata Communications London Ontario Inc. is non-interest bearing,  secured
by term deposits at bank, and due on June 28, 2001.  Promissory  note payable to
AT&T Canada Corp.  bears  interest at 8.5%,  is payable in twelve equal  monthly
instalments of $58,547 including interest.

7.  LONG-TERM DEBT

Long-term debt is summarized as follows:

                                                      Principal        Discount

  Noninterest-bearing notes payable to directors     $    38,261     $    15,151
                                                     ===========     ===========

Notes payable to directors are considered long-term, and are noninterest-bearing
with no specific terms for repayment. Discount is based on imputed interest rate
of 10%, and has been recorded as contributed capital.

                                       9.

<PAGE>

                      SYMPHONY TELECOM INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS



8.  COMMITMENTS

On October  15, 2000 the Company  moved its head  office to  Brampton,  Ontario,
Canada and has entered into a five-year  lease on 20,000  square foot  building,
prepaying one year's rent of $86,464. The Company's total rent and lease expense
was $87,208 for the six-month period ended December 31, 2000 and $16,706 for the
six-month  period  ended  December 31,  1999.  The Company has leased  premises,
equipment and  automobiles,  which have been accounted for as operating  leases.
Lease payments required over the next five years are as follows:

                  2001     $219,498
                  2002     $190,481
                  2003     $152,053
                  2004     $138,407
                  2005     $130,000
                  2006+    $      -
                           --------

                           $830,439
                           ========

On December 21, 2000 the Company  entered into a purchase  agreement with Nortel
Networks to provide a services delivery network for Southern Ontario, Canada for
a total price of  $4,897,078.  The purchase  agreement is subject to the Company
meeting Nortel Network's credit approval.  Delivery of equipment is scheduled to
commence  in March  2001 and  final  delivery  in  October  2001.  The  purchase
agreement includes a significant  component of engineering and sales services to
set up the network and assist in the development of the business model.

9. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill  represents  the  excess of the  purchase  price over the fair value of
acquired  businesses and, with other  intangible  assets,  is being amortized on
straight-line basis. The life of goodwill arising on acquisitions,  and the life
of  other  intangible   assets  is  estimated  to  have  lives  of  five  years.
Amortization  expense was $467,417 for the six-month  period ended  December 31,
2000 and $35,247 for the six-month period ended December 31, 1999.

The details of goodwill and other intangible assets are as follows:

                                                          Net           Net
                                        Accumulated   December 31     June 30
                             Cost      Amortization       2000          2000
                        -----------    ------------   -----------   -----------

         Goodwill       $ 4,920,226    $    569,128   $ 4,351,098   $   738,710
                        ===========    ============   ===========   ===========


10.  FOREIGN ASSETS, REVENUES AND CONSOLIDATED FOREIGN ENTITIES

The Company is presently  Canadian based, and as such carries out its operations
in  Canada.  Symphony  Telecom  International,  Inc.  and  subsidiary  companies
maintain their books using Canadian  dollars.  The books of these companies have
been  translated  into U.S.  dollars  using the current rate  method.  Gains and
losses  on  foreign  currency  transactions  are  included  in the  consolidated
statements of other comprehensive loss.

                                      10.

<PAGE>

MANAGEMENT'S  DISCUSSION AND ANALYSIS OF  FINANCIAL  CONDITION  AND  RESULTS  OF
OPERATIONS


The  company  has made  several  acquisitions  that  have had an  impact  on the
performance  of the company  and  resulted in  substantial  material  changes in
revenues,  expenses and other items  compared to the same period in the previous
year.

On June 29,  2000,  the company  acquired  all of the common  shares of Linkdata
Communications  London Ontario Inc., a company incorporated in Ontario,  Canada,
which is a data communications company providing enterprise networking;  network
security;  DSL;  wireless and T1 access;  e-mail and virtual hosting services in
Southern Ontario, Canada.

Effective  July 1, 2000  Symphony  Telecom,  Inc., a subsidiary  of the Company,
purchased certain assets, including customer base, accounts receivable, name and
other   intangible   assets   less   certain   trade   payables,   of   Mondetta
Telecommunications  Inc.,  a  company  incorporated  under the  Canada  Business
Corporations Act, which provides international long distance telephone services,
directed mostly to retail and residential  ethnic  populations across Canada, as
well as small business segments.  The assets of Mondetta  Telecommunications Inc
were  transferred  into  a  newly  incorporated  Ontario  corporation,  Mondetta
Communications Corp. a wholly owned subsidiary of Symphony Telecom Inc.

Effective July 31, 2000 Symphony Telecom Inc.  purchased 61.5% of all the issued
and outstanding shares of Telemax Communications Inc., a company incorporated in
Ontario, Canada, which promotes and markets prepaid telephone cards for national
and international  long distance telephone services directed mostly to customers
in Canada.

On August 31, 2000, The Company purchased 51% of all the shares of Directory
Management America Dot Com Inc., a company incorporated in Quebec, Canada, which
provides  marketing and advertising  services,  specifically to yellow pages and
e-commerce advertising agencies throughout North America.

The above  Agreements are subject to numerous  representations,  and conditions,
including payment of the balance of the purchase price.

The  following  discussion  should  be read in  conjunction  with the  Financial
Statements and Notes thereto  contained  elsewhere  herein.  Please note that no
assurance  exists  as to  the  actual  future  outcome  of  Management's  plans,
assumptions or estimates.  Historically the Company has experienced  losses from
operations.  Management  anticipates that losses will substantially  decrease as
the business units are  integrated  and  businesses are acquired,  with revenues
substantially increasing. No guarantee exists.

The Company's  books are kept in Canadian  dollars and  translated to US dollars
for reporting purposes. It is sometimes possible that subtracting the result for
the quarter ended December 31, 2000 from the figure  reported for the six months
ended  December  31, 2000 will yield a number which is slightly  different  from
that reported in the previous  quarter.  Any such discrepancy is due to currency
translation rate differences  which may apply at the time the financial  reports
are prepared.

RESULTS OF OPERATIONS - SECOND QUARTER AND FIRST HALF OF FISCAL YEAR ENDING JUNE
30 2001  COMPARED TO SECOND  QUARTER AND FIRST HALF OF FISCAL YEAR ENDED JUNE 30
2000


The  company's net revenues in fiscal Q2 2001 showed a 2891%  increased  over Q2
2000.This,  almost  30 fold,  increase  was a  result  of  consolidation  of the
acquisitionsmade  during the period.  Sales  results in the first half of fiscal
2001 show a growth of 1782% from the corresponding period last year.

Revenue  performance  in the second quarter of fiscal 2001 resulted in a gain of
96% over the first  quarter of the year.  This quarter over quarter  improvement
was due to strong market gains in the Phone Card segment of our business.  Sales
in the Phone Card segment,  for which there are no  comparable  figures for last
year,  reflect  the  results  of  the  Company's  Telemax   Communications  Inc.
subsidiary, which posted a quarter over quarter sales growth of 180%

<PAGE>


Year over year results within the Telephone services category increased by 1590%
and 2381% for the second quarter and the first half of this year compared to the
respective  previous  year  period.  These  gains  reflect  the  addition of the
customer base of Mondetta Telecommunications Inc., which was effective as of the
beginning of the current fiscal year.  Second quarter results  compared to first
quarter of the current year show a decrease for this  business  segment of 7.5%.
Management  attribute  this  decline  to minor  invoicing  delays  at the end of
December,  which  resulted in some of the billing being delayed past the quarter
closing.

Equipment and systems sales and Internet  Services posted  significant year over
year gain for the second quarter and first half of this fiscal year. These gains
are attributable to the acquisition of Linkdata Communications in June 2000. The
operations of Linkdata are now  substantially  integrated into Symphony  Telecom
Inc.

The company's overall gross margin at 35% in Q2 2001 compares  favourably to 17%
in Q2 2000.  The gross margin for the first half of fiscal year ending June 2001
at 34% is essentially unchanged from the comparable previous year period.

Margins in the pre-paid phone card business,  at 32% for the current quarter and
26% for the current  six-month period reflect strong  performance in an industry
sector  where a margin of 15% would  generally  be  considered  very  good.  The
company did not have comparable figures for the corresponding periods last year.

Within the Telephone Services  operating  segment,  the company achieved a gross
margin of 50% in 2Q 2001  compared to 35% in the  comparable  quarter last year.
For  the  six  months  ended  December  31 the  gross  margin,  at 47%  compares
favourably with 34% achieved in the same period the previous year.

Margins on equipment  and systems and Internet  services  reflect the results of
our  rationalization  and expansion of the product portfolio required to achieve
our objective to be a total communications  supplier.  Cost of goods sold in the
directory  management  category  reflects the results of start-up  operations of
Directory Management America dot Com.

Selling,  General and Administrative  expenses for fiscal 2Q 2001 compared to 2Q
2000 indicates a substantial  increase  which  parallels the increase in Revenue
and is primarily the result of the consolidation of the acquisitions, additional
cost incurred with the  integration of the Mondetta  customer base and increases
in SG&A due to a build up of sales staff in the current quarter.

Loss from operations at $545,186 for the current  quarter  compares to a loss of
$937,718  for the  previous  quarter of the current  fiscal  year.  Although the
current  quarter loss is marginally  greater than budgeted,  losses  continue to
decline,  month  over  month,  as  expected.  Operating  losses  are a result of
infrastructure build-up, particularly in sales executives and customer engineers
and this reflects  management's  current budget and business plan which projects
profitable operations before the end of this fiscal year ending June 30, 2001.

FINANCIAL CONDITION

The  Company  has  been  substantially  dependent  on the  proceeds  of  various
offerings of its securities to fund its operating expenses. The company believes
that by relying on its cash on hand as of December  31, 2000,  upon  anticipated
cash flow from business  operations,  private placement offerings of shares, and
some commercial borrowing, it will meet its current commitments and requirements
for the balance of the year. Management believes that the ability of the Company
to achieve substantial  profitability in the short term is conditional primarily
upon the successful  operation of its business units and their future  operating
results.  The Company has not engaged in any material borrowing activity and has
minimal loan arrangement with any commercial lending institution.

<PAGE>


The major  source of cash  during the second  quarter of the fiscal  year ending
June 2001 was cash provided by operations.  Major uses of cash during the period
included  the  results of  acquisition  activity  and the cash  required to fund
ongoing operations.

The Company continues to explore  opportunities  with various  investors,  joint
venture candidates, and prospective licensees. The Company has various pursuits,
including a letters of intent for substantial equity funding,  underway for both
the short and long term needs of the Company.  Management  believes that current
funding,  as well as others in  potential  private  placements  will  assist the
Company in meeting its cash needs, but there is no guarantee.

OUTLOOK

Symphony  Telecom  is one of a new  breed  of  service  providers,  fostered  by
increasing deregulation of the telephone industry around the world,  positioning
itself to take advantage of the opportunities for change by quickly implementing
market solutions using a new generation of equipment and technology. Our goal is
to present ourselves as an Integrated  Communications Provider (ICP) with a full
suite of voice and data services for  residential  and business  consumers.  Our
focus is on meeting the needs of the  marketplace  and,  through the efforts and
creativity  of our account  executives  and customer  engineers,  to present our
customers with the best  communications  solution for their needs. To do this we
are addressing  several  strategic  elements in our  infrastructure  and network
capabilities. We intend to be represented by well-trained, knowledgeable account
executives  and  engineers.  We are  continuing  to invest in this  strategy  by
recruiting  seasoned telecom sales executives and  complimenting  their industry
knowledge with extensive  in-house training on convergent  services.  As part of
our continuing  national  expansion plans we have recently opened a sales office
in Montreal, Canada.

We  are  building  a  services   delivery  network   leveraging  a  packet-based
infrastructure with an application-focussed  value proposition to deliver all of
the advantages of the new network technologies to our customers. To this end the
Company has entered into a $5 million  purchase  agreement with Nortel Networks.
The Nortel Agreement includes a significant component of purchased services from
Nortel Networks Global Professional  Services  organisation which will assist us
in  building  the  network of the future  and assist in the  development  of the
business model for a Next Generation  Competitive  Local Exchange Carrier (CLEC)
and Applications Services Provider (ASP).

The company is actively pursuing various initiatives with  Hydro-Electric  Power
Utility  companies  including joint marketing  initiatives.  The Power Utilities
have  large  customer  bases and strong  customer  loyalty.  Many have  invested
significantly in fibre based communications  facilities in their regions and the
Company sees great potential in co-operative ventures in this sector.

Forward  Statements.   Certain  statements  herein  constitute   forward-looking
statements.  These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, levels of activity, performance, or
achievements  to be  materially  different  from any future  results,  levels of
activity,   performance,   or   achievements   expressed   or  implied  by  such
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may," "will," "should,"  "could,"  "expects,"
"plans," "anticipates,"  "believes,"  "estimates,"  "predicts,"  "potential," or
"continue"  or the  negative  of such  terms  or other  comparable  terminology.
Although expectations  reflected in the forward-looking  statements are believed
to be reasonable,  there is no guarantee of future results,  levels of activity,
performance, or achievements.  Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of such statements. The Company
does not undertake to update any of the forward-looking statements herein.