SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                 Annual Report Under Section 13 or 15(d) of the

                         SECURITIES EXCHANGE ACT OF 1934

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2002

                               Commission File #0-32033

                               I-TELECO.COM, INC.
             (Exact name of registrant as specified in its charter)

                                     Florida
         (State or other jurisdiction of incorporation or organization)

                                   65-0881662
                      (IRS Employer Identification Number)

              1680 Michigan Avenue, Suite 1000, Miami, Florida 33139
               (Address of principal executive offices )(Zip Code)

                                  (305)538-7840
                (Registrant's telephone no., including area code)

(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.0001 par value


                                       1
<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10- KSB or any
amendment to this Form 10-KSB. ( )

Revenues for year ended December 31, 2002: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of April 9, 2003, was: $142,074

Number of shares of the registrant's common stock outstanding as of April 9,
2003 was: 40,398,148

Transfer Agent as of April 9, 2003:      Corporate Stock Transfer
                                         3200 Cherry Creek Drive, Suite 430
                                         Denver, Colorado 80209


                                       2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT. We were incorporated under the name Mastertel, Inc. in the
State of Florida on December 16, 1998 as a wholly owned subsidiary of
i-Incubator.com, Inc. (now known as Inclusion, Inc.), a public company that
formerly traded on the NASDAQ OTC Electronic Bulletin Board. On December 2,
1999, the Company filed a Certificate of Amendment changing the name of the
Company to i-Teleco.com, Inc.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

BUSINESS OF ISSUER. We are a development stage company that was formed to
provide telecommunications services in various markets throughout the United
States. It was anticipated that we would become a provider of local and long
distance telephone services and related services. Ultimately, we intended to
provide local and long distance services plus Internet access, Personnel
Communications Services ("PCS"), cellular, paging, facsimile, enhanced calling
cards, prepaid phone cards and calling cards and video communications services.
We also intended to qualify as an "Integrated Communications Provider" ("ICP")
under the Federal Telecommunications Act of 1996 (the "Telecommunications Act").
Under the Telecommunications Act, such ICPs can offer cellular, PCS, paging,
voice mail, and a host of other telecommunications services along with local and
long distance service. We intended to target its services to small and mid-size
commercial end users.

Presently, we have received our licenses to operate as a local and long distance
reseller in Texas, California, New York and Florida. In addition, we own our own
domain name www.i-Teleco.com.

Our business plan calls for the purchase of other companies in the
telecommunications industry. We anticipate that these acquisitions will not only
be in the area of regional telecommunications but may also include telephony
hardware and software providers, WAP specialized companies, Internet service
providers, calling card marketing firms and telecom hotels. The goal of these
acquisitions is to extend the reach of our market and to increase the number of
products and services the company will provide. Through the anticipated
successful vertical integration of acquisitions and i-Teleco developed products,
we expect that it will be in a position to offer their customers a comprehensive
suite of inter-connectivity solutions.


                                       3
<PAGE>

Acquisitions will be determined based upon the operating structures of the
target, including the quality or existence of sales, billing and customer
service departments. We intend to consolidate the operations of the acquired
entities into a single operation resulting in significant cost savings and
substantial revenues within a minimal period of time. Operational functions such
as billing, customer service and management functions will be centralized,
thereby eliminating redundant systems and functions. We will utilize the
existing billing and customer services infrastructure of the acquired entities
where appropriate, and expand or contract such infrastructure as operations
dictate. We anticipate that our acquisition strategy will also provide us with
revenues which will, upon reaching a certain level, provide us with advantages
resulting from economies of scale.

EMPLOYEES

As of April 3, 2003, we employed a total of one person, on a part time basis. In
addition, depending on demand, we will utilize manpower agencies to contract
between additional persons on a temporary, part-time basis. Our employee is not
represented by a labor union. We believe that our relations with our employee is
good.

ITEM 2. DESCRIPTION OF PROPERTY

We presently share office space in a building located at 1680 Michigan Avenue,
Miami Beach, Florida. The facility is leased pursuant to a month to month lease.
The primary tenant is Atlas Equity Group, Inc. Michael D. Farkas, our principal
shareholder is the President and sole shareholder of Atlas Equity Group, Inc.
The ultimate landlord is not affiliated with us. No rent is being charged to us.
We believe that this space is sufficient for us at this time.

ITEM 3. LEGAL PROCEEDINGS

We are not presently parties to any litigation, nor to the our knowledge and
belief is any litigation threatened or contemplated that will have a material
effect on our company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



                                       4
<PAGE>

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On April 3, 2003, there were 62 shareholders of record of our common stock.
Based on information received from brokers and others in fiduciary capacities,
we estimate that the total number of shareholders of our common stock exceeds
650. Our common stock currently available for trading on the NASDAQ OTC
Electronic Bulletin Board under the symbol "ITEL."

DIVIDENDS

Any payment of cash dividends in the future will be dependent upon: the amount
of funds legally available therefore; our earnings; financial condition; capital
requirements; and other factors which the Board of Directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


The following plan of operation provides information which management believes
is relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. i-Teleco.com, Inc., is a development - stage
company. Because the Company has not generated any revenue, it intends to report
its plan of operation below.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.

The Company's operations have been devoted primarily to developing a business
plan and raising capital for future operations and administrative functions. The
Company intends to grow through internal development, strategic alliances, and
acquisitions of existing businesses. Because of uncertainties surrounding its
development, the Company anticipates incurring development stage losses in the
foreseeable future. The ability of the Company to achieve its business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.

PERIOD FROM DECEMBER 16, 1998 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2002

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset out business
development expenses.


                                       5
<PAGE>

Net loss since inception have amounted to ($357,465), primarily consisting of
accounting ($48,811), legal ($24,751), salary ($179,739), corporate fees
($23,096) and website development fees ($18,538).

YEAR ENDED DECEMBER 31, 2002 AND 2001

Development stage loss during the year ended December 31, 2002 was ($43,918) as
compared to development stage loss during the Year ended December 31, 2001 was
($76,938).

Expenses for the year ended December 31, 2002 were primarily accounting
($19,688), legal ($4,250), and corporate fees ($7,653). These fees are related
to the Company's regulatory filings.

Expenses for the year ended December 31, 2001 were primarily accounting
($21,123), legal ($11,793), wages ($65,385) and corporate fees ($8,876).

Liquidity and Capital Resources

Despite capital contributions and both related party and third party loan
commitments, the company from time to time experienced, and continues to
experience, cash flow shortages that have slowed the Company's growth.

The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from related and third parties. A significant portion
of the funds raised from the sale of capital stock has been used to cover
working capital needs such as office expenses and various consulting fees.

For the year ended December 31, 2002, we had a net loss of $43,918. Our
accumulated deficit since inception is $357,465. Such accumulated losses have
resulted primarily from costs incurred in the development of web site, salary
and various professional fees.

During 2000 and 2001, the Company incurred liabilities for payroll taxes. As of
December 31, 2002, approximately $67,000, including interest and penalties,
remains unpaid. Included in this amount is a notice of federal tax lien filed
against the Company by the Internal Revenue Service ("IRS") totaling
approximately $46,000. The Company is currently attempting to negotiate a
settlement with the IRS.

Pursuant to the provisions of a proposed acquisition of ECI Communications, Inc.
("ECI") which was later aborted, the Company received a loan from ECI for
$25,000. The loan as amended was due January 20, 2002 and bears interest at the
rate of one and a half percent (1.5%) per month.


                                       6
<PAGE>

At December 31, 2001, the Company had notes to three related parties outstanding
aggregating $96,100. The notes incurred interest at rates ranging from 10% to
11%. In March 2002, the notes to two of the related parties aggregating $92,500
were converted into 20,384,028 shares of the Company's common stock.

During 2002, the Company obtained notes from a stockholder totaling $6,000. The
note incurs interest at the rate of 10% per annum and was due August 13, 2002.

The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and/or equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.

ITEM 7. FINANCIAL STATEMENTS

The financial statements of the Company, together with the report of auditors,
are included in this report after the signature pages.


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 2002 AND 2001 AND FOR THE PERIOD
DECEMBER 16, 1998 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2002



                                       7
<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


                                                                         Page(s)

Independent auditors' report                                                 1

Balance sheets                                                               2

Statements of operations                                                     3

Statements of changes in stockholders' deficit                           4 - 5

Statements of cash flows                                                 6 - 7

Notes to financial statements                                           8 - 13



<PAGE>

                               I-TELECO.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Board of Directors
I-Teleco.Com, Inc.


We have audited the accompanying balance sheets of I-Teleco.Com, Inc. (a
development stage Company) as of December 31, 2002 and 2001 and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of I-Teleco.Com, Inc. as of
December 31, 2002 and 2001 and the results of their operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.




Seligson & Giannattasio, LLP
N.White Plains, New York
April 5, 2003

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
-------------------------------------------------------------------------------

                                                                DECEMBER 31,     DECEMBER 31,
                                                                    2002            2001
                                                                 ---------        ---------
ASSETS

CURRENT ASSETS:
<S>                                                              <C>              <C>
    Cash                                                         $      27        $       0
                                                                 ---------        ---------

    Total current assets                                                27                0
                                                                 ---------        ---------

    TOTAL ASSETS                                                 $      27        $       0
                                                                 =========        =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                        $  46,853        $  30,822
    Accrued payroll tax liabilities                                 67,250           59,061
    Loan payable - ECI Communications                               25,000           25,000
    Notes payable-related parties                                    9,600           96,100
    Loans and advances payable-related party                         4,304                0
                                                                 ---------        ---------

    Total current liabilities                                      153,007          210,983
                                                                 ---------        ---------

STOCKHOLDERS' DEFICIT:
   Preferred stock, par value $.0001 per share; 10,000,000
     shares authorized; none issued and outstanding at
     December 31, 2002 and December 31, 2001, respectively               0                0
   Common stock, par value $.0001 per share; 2,500,000,000
      shares authorized; 40,398,148 and 20,014,120 shares
      issued and outstanding at December 31, 2002 and
      December 31, 2001, respectively                                4,040            2,001
   Additional paid-in capital                                      200,445          100,563
   Deficit accumulated during the development stage               (357,465)        (313,547)
                                                                 ---------        ---------

    Total stockholders' deficit                                   (152,980)        (210,983)
                                                                 ---------        ---------

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $      27        $       0
                                                                 =========        =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------

                                                                                            FOR THE PERIOD
                                                                YEAR ENDED                 DECEMBER 16, 1998
                                                                DECEMBER 31,             (DATE OF INCEPTION) TO
                                                          2002                 2001         DECEMBER 31, 2002
                                                       ------------        ------------     -----------------
<S>                                                    <C>                 <C>                 <C>
DEVELOPMENT STAGE REVENUES                             $          0        $          0        $          0
                                                       ------------        ------------        ------------

DEVELOPMENT STAGE EXPENSES:
       Accounting                                            19,688              21,123              48,811
       Bank charges                                             190                 395                 894
       Consulting fees (as restated)                            116               1,769               2,153
       Equpiment rental                                           0                   0               1,599
       On-line services                                         300                 300                 725
       Dues and subscriptions                                     0                   0                 175
       Insurance expense                                          0               3,106               7,782
       Legal fees                                             4,250              11,793              24,751
       Corporate fees                                         7,653               8,876              23,096
       Office general                                             0                   0                 871
       Wages                                                      0              65,385             179,739
       Seminars and conferences                                   0                   0               2,115
       Payroll taxes                                              0               5,392              12,153
       Telephone                                                  0                 370               4,790
       Travel                                                     0                 566               8,954
       Website development                                        0                   0              18,538
       Printing                                                   0                 315                 315
                                                       ------------        ------------        ------------

TOTAL DEVELOPMENT STAGE EXPENSES                             32,198             119,390             337,461
                                                       ------------        ------------        ------------

LOSS FROM OPERATIONS                                        (32,198)           (119,390)           (337,461)
                                                       ------------        ------------        ------------

OTHER EXPENSE:
       Cancellation of purchased web domain name
         (as restated)                                            0              50,000                   0
       Interest expense                                     (11,721)             (7,548)            (20,004)
                                                       ------------        ------------        ------------
                                                            (11,721)             42,452             (20,004)
                                                       ------------        ------------        ------------

NET LOSS                                               $    (43,919)       $    (76,938)       $   (357,465)
                                                       ============        ============        ============

LOSS PER COMMON SHARE
       Basic & diluted                                 $      (0.00)       $      (0.00)
                                                       ============        ============
Weighted-average number of common
 shares outstanding                                      32,176,965          19,442,691
                                                       ============        ============
</TABLE>




   The accompanying notes are an integral part of these financial statements.


                                      F-3

<PAGE>

<TABLE>
<CAPTION>

I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------
                                                                                                  DEFICIT
                                                                                                  ACCUMULATED
                                                                                   ADDITIONAL     DURING THE
                                                        COMMON STOCK               PAID-IN        DEVELOPMENT
                                                   SHARES          AMOUNT          CAPITAL        STAGE            TOTAL
                                                   ------          ------          -------        -----            -----

<S>                                              <C>             <C>             <C>              <C>              <C>
Balance, December 16, 1998 (inception)                    0      $        0      $        0       $        0       $        0

Common stock issued to related party for         19,000,000           1,900          (1,800)               0              100
    management services

Loss for the period December 16, 1998 (Date
    of Inception) through December 31, 1998               0               0               0             (100)            (100)
                                                 ----------      ----------      ----------       ----------       ----------

Balance, December 31, 1998                       19,000,000           1,900          (1,800)            (100)               0

Loss for the year ended December 31, 1999                 0               0               0           (7,549)          (7,549)
                                                 ----------      ----------      ----------       ----------       ----------

Balance, December 31, 1999                       19,000,000           1,900          (1,800)          (7,649)          (7,549)

Loss for the year ended December 31, 2000                 0               0               0         (228,960)        (228,960)
                                                 ----------      ----------      ----------       ----------       ----------

Balance, December 31, 2000                       19,000,000           1,900          (1,800)        (236,609)        (236,509)
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-4

<PAGE>

<TABLE>
<CAPTION>

I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (continued)
--------------------------------------------------------------------------------

                                                                                                        DEFICIT
                                                                                                        ACCUMULATED
                                                                                         ADDITIONAL     DURING THE
                                                              COMMON STOCK               PAID-IN        DEVELOPMENT
                                                         SHARES          AMOUNT          CAPITAL        STAGE            TOTAL
                                                         ------          ------          -------        -----            -----

<S>                                                     <C>                 <C>          <C>            <C>             <C>
Balance, December 31, 2000                              19,000,000          1,900         (1,800)       (236,609)       (236,509)

Cancellation of debt - related party                             0              0        102,364               0         102,364

Increase in common stock issued resulting from
    agreement and plan of distribution ("spin-off")         14,120              1             (1)              0               0

Common stock issued for management services              1,000,000            100              0               0             100

Loss for the year ended December 31, 2001                        0              0              0         (76,961)        (76,961)
                                                        ----------     ----------     ----------      ----------      ----------

Balance, December 31, 2001                              20,014,120          2,001        100,563        (313,570)       (211,006)

Common stock issued for the conversion of
    promissory notes                                    20,384,028          2,039         99,882               0         101,921

Loss for the six months ended June 30, 2002                      0              0              0         (43,918)        (43,918)
                                                        ----------     ----------     ----------      ----------      ----------

Balance, June 30, 2002                                  40,398,148     $    4,040     $  200,445      $ (357,465)     $ (152,980)
                                                        ==========     ==========     ==========      ==========      ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5


<PAGE>

<TABLE>
<CAPTION>

I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------

                                                                                                           FOR THE PERIOD
                                                                                YEAR ENDED ENDED          DECEMBER 16, 1998
                                                                                   DECEMBER 31,          (DATE OF INCEPTION)
                                                                              2002            2001        TO JUNE 30, 2002
                                                                                           (as restated)
                                                                              ----            ----        ----------------
OPERATING ACTIVITES
<S>                                                                        <C>             <C>             <C>
    Loss accumulated during the development stage                          $ (43,918)      $ (76,938)      $(357,465)

    Adjustments to reconcile net loss to net cash used by operations:
       Stock issued for management services                                        0             100             200

    Changes in assets and liabilities:
       Decrease in prepaid expenses                                                0             425               0
       Increase in accounts payable and accrued
         expenses                                                             34,641          40,493         123,524
                                                                           ---------       ---------       ---------

    Net cash used by operating activities                                     (9,277)        (35,920)       (233,741)
                                                                           ---------       ---------       ---------

FINANCING ACTIVITIES:

    Net advances from related party                                            4,304               0           4,304
    Proceed from loan payable                                                      0          25,000          25,000
    Notes payable - related party                                              5,000          10,750         204,464
                                                                           ---------       ---------       ---------

    Net cash provided by financing activities                                  9,304          35,750         233,768
                                                                           ---------       ---------       ---------

Increase (Decrease) in cash                                                       27            (170)             27

CASH, beginning of year                                                            0              49               0
                                                                           ---------       ---------       ---------

CASH, end of year                                                          $      27       $    (121)      $      27
                                                                           =========       =========       =========
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      F-6



<PAGE>

<TABLE>
<CAPTION>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------

                                                                                               FOR THE PERIOD
                                                           YEAR ENDED ENDED                    DECEMBER 16, 1998
                                                              DECEMBER 31,                    (DATE OF INCEPTION)
                                                         2002               2001               TO JUNE 30, 2002
                                                                       (as restated)
                                                      ----------       -------------           ---------------
SUPPLEMENTAL OF CASH FLOW INFORMATION:
<S>                                                   <C>              <C>                     <C>
Interest paid                                         $        0       $           0           $           0
Income taxes paid                                              0                   0                       0


NON-CASH INVESTING AND FINANCING ACTIVITIES

Conversion of debt into common stock                     $92,500       $           0               $  92,500
Conversion of debt into contributed capital                    0             102,364                 102,364
Conversion of accrued interest into common stock           9,421                   0                   9,421
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-7

<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

1.   ORGANIZATION

i-TeleCo.com, Inc. ("the Company"), formerly Mastertel Communications Corp., was
incorporated on December 16, 1998 under the laws of the State of Florida. The
Company's operations have been devoted primarily to structuring and positioning
itself to provide telecommunication services in various markets throughout the
United States. The Company intends to grow through internal development,
strategic alliances and acquisitions of existing business. The Company is a
development stage company and has had limited activity. The Company is currently
applying to change its name to SkyWay Communications Holding Corp.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial statements and
reporting period. Accordingly, actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

CARRYING VALUES

The Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impairment. Whenever events or changes in
circumstances indicate that the carrying amount of assets may not be
recoverable, the Company will reduce the carrying value of the assets and charge
operations in the period the impairment occurs.

INCOME TAXES

The Company utilizes Statement of Financial Standards ("SFAS") No. 109,
"Accounting for Income Taxes", which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been included in financial statements or tax returns. Under this method,
deferred income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each period end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The accompanying
financial statements have provided a valuation allowance to offset net deferred
tax assets.

                                      F-8

<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

NET LOSS PER SHARE

The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss per share
is computed by dividing the loss available to common shareholders by the
weighted-average number of common shares outstanding. Diluted loss per share is
computed in a manner similar to the basic loss per share, except that the
weighted-average number of shares outstanding is increased to include all common
shares, including those with the potential to be issued by virtue of warrants,
options, convertible debt and other such convertible instruments. Diluted
earnings per share contemplates a complete conversion to common shares of all
convertible instruments only if they are dilutive in nature with regards to
earnings per share. Since the Company has incurred net losses for all periods,
and since there are no convertible instruments, basic loss per share and diluted
loss per share are the same.

FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107 "Disclosures about Fair Value of Financial Instruments" requires
the disclosure of the fair value of financial instruments. The Company's
management, using available market information and other valuation methods, has
determined the estimated fair value amounts. However, considerable judgment is
required to interpret market data in developing estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts the Company could realize in a current market exchange.

STOCK COMPENSATION

Stock-based compensation is recognized using the intrinsic value method
prescribed in Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. Accordingly,
compensation expense for stock options is measured as the excess, if any, of the
fair value of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock and is amortized over the vesting period.
The Company has adopted the disclosure provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, which requires the Company to disclose the pro
forma effects on earnings and earnings per share as if SFAS No. 123 had been
adopted.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On October 3, 2001, Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"),
was issued and is applicable to financial statements issued for fiscal years
beginning after December 15, 2001. New rules on asset impairment supercede SFAS
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of", and portions of APB No. 30, "Reporting the Results of
Operations". This standard provides a single accounting model for long-lived
assets to be disposed of and significantly changes the criteria that would have
to be met to classify an asset as held-for-sale. Classification as held-for-sale
is an important distinction since such assets are stated at the lower of fair
value or carrying amount. This standard also requires expected future operating
losses from discontinued operations to be displayed in the periods in which the
losses are incurred, rather than as of the measurement date as previously
required. The Company does not currently have any assets subject to this
pronouncement.

                                      F-9

<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued)

On July 30, 2002, the FASB issued Statement of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS 146"), that is applicable to exit or disposal activities initiated after
December 31, 2002. This standard requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. This standard does not
apply where SFAS 144 is applicable. The Company does not currently have any
activities subject to this pronouncement.

On December 31, 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" ("SFAS 148"), that is applicable to financial statements issued for
fiscal years ending after December 15, 2002. In addition, interim disclosure
provisions are applicable for financial statements issued for interim periods
ending after December 15, 2002. This standard amends SFAS 123 and provides
guidance to companies electing to voluntarily change to the fair value method of
accounting for stock-based compensation. In addition, this standard amends SFAS
123 to require more prominent and more frequent disclosures in financial
statements regarding the effects of stock-based compensation.

3.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

The Company's initial activities have been devoted to developing a business
plan, structuring and positioning itself to take advantage of opportunities
available in the internet industry and raising capital for future operations and
administrative functions.

The ability of the Company to achieve its business objectives is contingent upon
its success in raising additional capital until adequate revenues are realized
from operations.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, development stage losses from December 16, 1998 (date of inception)
to December 31, 2002 aggregated $357,465. The Company's cash flow requirements
during this period have been met by contributions of capital and debt financing.
No assurance can be given that these sources of financing will continue to be
available. If the Company is unable to generate profits, or unable to obtain
additional funds for its working capital needs, it may have to cease operations.

The financial statements do not include any adjustments relating to the
recoverability and classification of assets or liabilities that might be
necessary should the Company be unable to continue as a going concern.

                                      F-10

<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

4.   INCOME TAXES

No provision for income taxes has been made because the Company has sustained
cumulative losses since the commencement of operations. As of December 31, 2002
and December 31, 2001, the Company had net operating loss carryforwards
("NOL's") of approximately $186,000 and $150,000, respectively, which will be
available to reduce future taxable income through December 31, 2022 and 2021,
respectively.

In accordance with SFAS No. 109 the Company has computed the components of
deferred income taxes as follows.

                                     DECEMBER 31,              DECEMBER 31,
                                         2002                      2001
                               -----------------------  ------------------------

Net operating losses           $               69,948    $               56,503
Startup costs                                  59,943                    59,943
                               -----------------------  ------------------------
Deferred tax assets                           129,891                   116,446
Valuation allowance                          (129,891)                 (116,446)
                               -----------------------  ------------------------

Deferred tax asset, net        $                    0    $                    0
                               =======================  ========================


At December 31, 2002 and December 31, 2001, a valuation allowance has been
provided as the realization of the deferred tax benefit is not likely.

The effective tax rate varies from the U.S. Federal statutory tax rate for both
the periods ended December 31, 2002 and December 31, 2001, principally due to
the following:

U.S. statutory tax rate                                           34.0 %
State and local taxes                                              5.5
Valuation allowance                                              (39.5)
                                                          -------------

Effective rate                                                     0.0 %
                                                          =============


                                      F-11

<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

5.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of December 31, 2002 and December 31,
2001 consisted of the following:

<TABLE>
<CAPTION>

                                                    DECEMBER 31,                DECEMBER 31,
                                                        2002                        2001
                                              -----------------------       ---------------------
<S>                                           <C>                         <C>
Accounts payable                              $               35,719      $               15,140
Accrued expenses                                               5,250                       7,625
Accrued interest                                               5,884                       8,057
                                              -----------------------   -------------------------

Total accounts payable and accrued expenses   $               46,853      $               30,822
                                              =======================   =========================
</TABLE>

6.   ACCRUED PAYROLL TAX LIABILITIES

During 2000 and 2001, the Company incurred liabilities for payroll taxes. As of
December 31, 2002, approximately $67,000, including interest and penalties,
remains unpaid. Included in this amount is a notice of federal tax lien filed
against the Company by the Internal Revenue Service ("IRS") totaling
approximately $46,000. The Company is currently attempting to negotiate a
settlement with the IRS.

7.   LOAN PAYABLE - ECI COMMUNICATIONS

Pursuant to the provisions of a proposed acquisition of ECI Communications, Inc.
("ECI") which was later aborted, the Company received a loan from ECI for
$25,000. The loan as amended was due January 20, 2002 and bears interest at the
rate of one and a half percent (1.5%) per month.

8.   NOTES PAYABLE - RELATED PARTIES

At December 31, 2001, the Company had notes to three related parties outstanding
aggregating $96,100. The notes incurred interest at rates ranging from 10% to
11%. In March 2002, the notes to two of the related parties aggregating $92,500
were converted into 20,384,028 shares of the Company's common stock.

During 2002, the Company obtained notes from a stockholder totaling $6,000. The
note incurs interest at the rate of 10% per annum and was due August 13, 2002.


                                      F-12

<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

9.   STOCKHOLDERS' EQUITY

On June 27, 2002, the Board of Directors approved an amendment to its Articles
of Incorporation to increase the authorized shares of common stock of the
Company from 50,000,000 shares to 2,500,000,000 shares, par value $.0001 per
share and authorized 10,000,000 preferred shares, par value $.0001 per share.

Spinoff

On January 19, 2001, the Company entered into an agreement and plan of
distribution ("spin-off") with its then parent company i-Incubator.com, Inc.
("Incubator"). Shareholders of Incubator received .7810 shares of the Company's
common stock for each share of Incubator. The spin-off resulted in the issuance
of 14,120 additional shares due to rounding. In addition, prior to distribution,
the total debt owed to Incubator of $102,364 was cancelled and recorded as
additional paid-in capital.

Conversion of Notes Payable

On March 14, 2002, the Company issued 14,201,502 shares of common stock to Atlas
Equity Group at $0.005 per share for the conversion of promissory notes in the
amount of $64,750 and accrued interest of $6,258 (Note 8).

On March 14, 2002, the Company issued 6,182,526 shares of common stock to
Ostonian Securities Ltd. at $0.005 per share for the conversion of past due
promissory notes in the amount of $27,750 and accrued interest of $3,163 (Note
8).

Additional Share Issuances

In 1998, the Company issued 19,000,000 shares of its common stock to
i-Incubator.Com, Inc. in consideration of management services in connection with
the formation of the Company. The shares were valued at $100, the approximate
market value of the stock on the date of issuance and the par value of the
shares on such date.

In May 2001, the Company issued 1,000,000 shares of its common stock in
consideration for management services rendered. The Company has valued these
services at $100, the approximate market value of the shares on the date of
issuance.

10.  PURCHASE OF DOMAIN NAME

On September 1, 2000, the Company entered into an agreement with Michael D.
Farkas, the director of Incubator and a related party, to purchase a domain
name, i-Teleco.com, for $50,000. On August 24, 2001, the Company and Michael D.
Farkas entered into an agreement to cancel this transaction. Accordingly, the
$50,000 due to Michael D. Farkas under the original agreement was cancelled by
Mr. Farkas in consideration for the return of the Company's domain names.

                                      F-13

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our accountants are Seligson & Giannattasio, LLP, 901 North Broadway, Suite 24,
North White Plains, NY 10603. We do not presently intend to change accountants.
At no time has there been any disagreements with such accountants regarding any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. On September 27, 2002, we hired Domenick Davi, CPA
to replace Salibello & Broder as our independent auditors. Subsequently on March
15, 2003 we replaced Domenick Davi with Seligson & Giannattasio. At no time has
there been any disagreements with either Domenick Davi or Salibello & Broder
regarding any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The directors and officers of the Company and its subsidiaries, as of April 9,
2003, are set forth below. The directors hold office for their respective term
and until their successors are duly elected and qualified. Vacancies in the
existing Board are filled by a majority vote of the remaining directors. The
officers serve at the will of the Board of Directors.

<TABLE>
<CAPTION>
                                                WITH COMPANY
   NAME                        AGE              SINCE         DIRECTOR/POSITION
   ----                        ---              -----         -----------------
<S>                             <C>              <C>          <C>

Jamee Kalimi                    33               1999         President, Vice President,
                                                              Secretary and Director
</TABLE>

Jamee M. Kalimi has been our Vice President, Secretary and Director since
inception and President since July 15, 2001. She is a marketing and
telecommunications expert with a strong ability to create new strategies and
business plans. Ms. Kalimi was previously President and Director of
i-Incubator.com, Inc.(now known as Inclusion, Inc.) a publicly traded company
previously listed on the OTC Electronic Bulletin Board. (OTC:BB INQU). Ms.
Kalimi is also President of i-CarAuction.com, Inc., and Schoolwurks, Inc., which
were both subsidiaries of i-Incubator.com, Inc. Ms. Kalimi has been heavily
involved in the telecommunications industry since 1990, specializing in pay per
call services and the marketing of such services. She has an active real estate
license in the State of Florida which she obtained in 1995. Prior to working for
us, she was an assistant to the President of Atlas Equity Group, Inc. from
February 1998 to October 1998. She worked as a Real Estate Sales and Leasing
Manager for Sclar Realty from April 1996 to February 1998 and President of AvJam
Communications, Inc. from January 1994 to April 1996.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their activities.

                                       8
<PAGE>

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

CERTAIN LEGAL PROCEEDINGS

Our sole director, nominee for director, or executive officer has not
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

ITEM 10. EXECUTIVE COMPENSATION

The following information relates to compensation received by our Chief
Executive Officer in fiscal year ending December 31, 2002 for the executive
officers who were serving as of fiscal year ending December 31, 2002, whose
salary and bonus during fiscal year ending December 31, 2002 exceeded $100,000.
In 2001, no officer received compensation in excess of $100,000.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Summary Compensation Table

                               ANNUAL COMPENSATION

Name and Principal Position   Year    Salary   Bonus     Restricted Stock Award
---------------------------   ----    ------   -----     ----------------------

None.


Employment Agreements. No officer or director has been granted an employment
contract or been provided a future benefit to be received upon separation from
service with the Company.



                                       9
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 9, 2003, information with respect to
the beneficial ownership of the Company's Common Stock by (i) each person known
by the Company to own beneficially 5% or more of such stock, (ii) each Director
of the Company who owns any Common Stock, and (iii) all Directors and Officers
as a group, together with their percentage of beneficial holdings of the
outstanding shares.

Security Ownership of Beneficial Owners (1):

TITLE OF CLASS     NAME & ADDRESS                     AMOUNT            PERCENT
--------------     --------------                     ------            -------

Common Stock       Michael D. Farkas (2)              23,111,556        57.28%
                   294 South Coconut Lane
                   Miami, Florida 33131

                   Ostonian Securities                 6,182,526        15.32%
                   60 St. James Street
                   London, SW1A 1LE
                   United Kingdom

   Security Ownership of Management:

TITLE OF CLASS     NAME & ADDRESS                     AMOUNT            PERCENT
--------------     --------------                     ------            -------

Common Stock       Jamee Kalimi                         175,725               *
                   3310 Oak Drive
                   Hollywood, Florida 33021

All directors and executive                             175,725               *
officers as a group (2 persons)


(1) The persons named in this table have sole voting and investment power with
respect to all shares of common stock reflected as beneficially owned by each.

(2) Includes 2,577,300 shares held by Farkas Group, Inc., 18,130,416 shares held
by Atlas Equity Group, Inc., and 2,153,217 shares held by GSM Communications,
Inc. Michael D. Farkas is the sole shareholder and principal of each of these
entities. In addition, includes the 58,575 shares which he personally owns and
the 192,048 shares held by his wife Rebecca Brock.

* Less than 1% of the outstanding shares.

                                       10
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------

We presently share office space in a building located at 1680 Michigan Avenue,
Miami Beach, Florida. The facility is leased pursuant to a month to month lease.
The primary tenant is Atlas Equity Group, Inc. Michael D. Farkas, our principal
shareholder is the President and sole shareholder of Atlas Equity Group, Inc.
The ultimate landlord is not affiliated with us. No rent is being charged to us.
We believe that this space is sufficient for us at this time.

We have not and do not intend to enter into any additional transactions with our
management or any nominees for such positions. We have not and do not intend to
enter into any transactions with our beneficial owners. We are not a subsidiary
of any parent company.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.


                                    PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a) The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules
     under Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules under Item 7 herein.


3. Exhibits:

                                       11
<PAGE>

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.

3(i) Certificate of Incorporation, as amended (1)

3.2  Bylaws, as amended (1)

(1) Incorporated by reference to the Registrant's Form 10-SB, filed on November
30, 2000(SEC File No. (000-32033 ).

(b)  Reports on Form 8-K

We filed reports on Form 8K on November 5, 2003 based on our change in
accountants.

ITEM 14.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls
----------------------------

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.


                                       12
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                                        I-TELECO.COM, INC.

                                        By: /s/ Jamee Kalimi
                                        --------------------
                                                Jamee Kalimi
                                                President, Vice President
                                                and Director

   Dated:     April 15, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

NAME                            TITLE                            DATE
----                            -----                            ----

/s/ Jamee Kalimi                President, Vice President,       April 15, 2003
----------------------------    Secretary and Director



                                       13
<PAGE>
--------------------------------------------------------------------------------

                                 CERTIFICATION
                         OF PRINCIPAL EXECUTIVE OFFICER
                   AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
                             18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Jamee Kalimi, certify that:

1.   I have reviewed this annual report on Form 10-KSB of i-Teleco.com, Inc.

2.   Based on my knowledge, this yearly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this yearly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this yearly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     yearly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the a registrant is made known to me
          by others within those entities, particularly during the period in
          which this yearly report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this yearly report (the "Evaluation Date"); and

     (c)  presented in this yearly report my conclusions about effectiveness of
          the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   I have indicated in this yearly report whether there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Dated: April 14, 2003
                                        /s/ Jamee Kalimi
                                        --------------------------
                                        Jamee Kalimi
                                        Principal Executive Officer,
                                        Principal Financial Officer