SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   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, 2000

                               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)

                                   65-0928369
                      (IRS Employer Identification Number)

              1221 Brickell Avenue, Suite 900, Miami, Florida 33131
               (Address of principal executive offices )(Zip Code)

                                  (305)358-3678
                (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

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, 2000: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of April 12, 2001, was: $N/A

Number of shares of the registrant's common stock outstanding as of April 12,
2001 was: 19,014,120

Transfer Agent as of April 12, 2001:     Corporate Stock Transfer
                                         3200 Cherry Creek Drive, Suite 430
                                         Denver, Colorado 80209

<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., a public company trading 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 which will provide
telecommunications services in various markets throughout the United States. The
result is that we anticipate that we will become a provider of local and long
distance telephone services and related services. Ultimately, we intend 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 intend 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 intend 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. i-Teleco intends to apply
for local reseller licenses in other states. In addition, we own our own domain
name www.i-Teleco.com.

i-Teleco anticipates becoming a global provider of long distance
telecommunications and inter- connectivity solutions. i-Teleco anticipates that
it will leverage a robust infrastructure, state of the art telephony
architecture and its relationship with anticipated business partners to deliver
high quality voice and data distribution products. i-Teleco will take advantage
of management's expertise in growing revenues by extending the company's
anticipated strategic partner network, by negotiating reseller agreements with
premier carriers and by making strategic acquisitions of regional
telecommunication companies.

The Company anticipates that the aforementioned initiatives will position
i-Teleco to take advantage of economies of scale: thereby reducing i-Teleco's
expense base and enabling i-Teleco to offer competitive rates to their
customers. In addition, by co-sourcing, and in some cases, outsourcing the
administrative functions, i-Teleco will reap additional cost reduction benefits
that can then be passed on to the consumer.

The business plan calls for the rapid integration of i-Teleco's acquisitions.
The Company anticipates that these acquisitions will not only be in the area of
regional telecommunications but

<PAGE>

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 i-Teleco's
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, the company will be in a position to offer
their customers a comprehensive suite of inter-connectivity solutions.

i-Teleco's vision is to offer a wide range of products and services to customers
who have growing telecommunication based requirements. On one level, i-Teleco
anticipates it will take care of the customer's long distance and other
connectivity requirements. On another level, i-Teleco will attempt to provide
the customer with a resource for navigating through the complex and ever
changing world of converging communication technologies. In a sense, i-Teleco
intends to become a virtual business partner who can ensure the highest quality
and most reliable solutions for today's business and residential
telecommunications.

The aforementioned points translate into the following mission statements:

       1.       Enhance proven models with a coherent consumer plan:
       2.       Earn and retain consumer loyalty.
       3.       Eliminate competitive pressures and expand revenues.
       4.       Innovate and add new features to current products.
       5.       Expand market share across the Internet.

i-Teleco's mission is to become a provider of communication and
inter-connectivity solutions to business and residential customers. The
convergence of voice, data and internet technologies has made it a competitive
advantage for companies to harness the synergies that this presents. The key is
to translate these technological advances into practical business solutions. Too
often telecommunication providers have not mastered the ability to understand a
customer's needs and do not realize how daunting the new age of communication
can seem.

Presently, traditional carriers dominate both the regional and long distance
data transmission markets. New companies who use web-based telephony to increase
throughput are gaining market share and making inroads in the traditional long
distance and regional communication markets. Calling card marketing firms and
other specialty niche companies have been profitable by focusing on target
markets and by negotiating favorable terms for the lines they lease from the
major carriers. These events have left the market for regional and long distance
data transmission both fragmented and without clear standards for the structure
or transmittal of data.

It is becoming exceedingly difficult for the smaller regional and specialty
telecommunications firms to compete with the larger carriers. Clients would
rather deal with a telecommunications firm that can supply all of their data
transmission needs and not just a particular segment. The reasons are obvious: a
client does not want to have to manage 4 or 5 separate companies and have to
spend time trouble shooting which segment is not working. Although the major
telecommunication providers do offer a global reach and nearly end-to-end
solutions, customers, particularly small business owners, feel neglected. The
major telecommunications providers do not offer the same level of customer
service to the small to medium size business owners as they would to their
larger

<PAGE>

corporate clients.

At the same time, those new telecommunications companies that employ web-based
technologies are slow to embrace the insatiable need by their clients for
customer service. The rapid pace of technological advancement and the ever
increasing requirements placed upon the telecommunications provider have
sometimes left the customer without adequate recourse for having their needs and
problems handled in an efficient manner.

Our marketing strategy will be to provide the consumer or business with a single
source for all of their telecommunications needs, all billed on a single
invoice. Our customers will receive a "Management Report Style" invoice, one
that is easily read and understood on an all-in-one-bill. We will format
customer invoices and out-source printing and mailing. The Company is currently
working toward a real time Internet bill presentation. Online payment works to
our benefit by ensuring prompt payment, no postage expense and minimal bad debt.

Our current business strategy is to provide telecommunications services in the
following geographical areas:

New York City, New York      Miami, Florida              Orlando, Florida
San Francisco, California    Los Angeles, California     Dallas, Texas
Las Vegas, Nevada            Chicago, Illinois

We also anticipate that we will grow through acquisitions of income producing
telecommunication companies. Acquisitions will be determined based upon the
operating structures of the target, including the quality or existence of sales,
billing and customer service departments. The Company intends 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. The Company anticipates that
its acquisition strategy will also provide us with immediate revenues which
will, upon reaching a certain level, provide the Company with advantages
resulting from economies of scale.

Once we have acquired a reseller, we will contact the resellers' customers with
a view towards marketing to the customer a host of other telecommunications
services we offer. Management believes that its ability to customize
telecommunications services and its effective pricing of services, along with
the attractiveness of single invoicing, will attract customers and expand
current usage by existing customers.

According to the Telecommunication Industry Association, the telecommunications
industry has grown more than twice as fast as the U.S. economy; generating
nearly $518 billion in spending. The Telecommunication Industry Association
report goes on to list the following factors as the reasons for the increased
spending:

    -The need to transmit larger volumes of information.

<PAGE>

    -Increased spending by small and medium-sized companies. -The desire to
    integrate voice and data.

    -Greater interoperability of equipment stemming from the development of
    standards. -The search for cost-effective solutions. -An expanding
    international market.

The fastest growth has occurred in systems with 1,000 lines or less; this is a
clear sign that small and medium sized companies are acquiring the technology
previously only available to large companies. Many of these small businesses are
becoming broadband subscribers. This has led to an exponential rate of growth
for broadband services and a wealth of new applications that exploit the speed
and capacity broadband offers.

Wireless communications and frame relay solutions have just begun to gain
popularity with smaller companies and should afford smaller businesses the same
productivity gains presently being realized by larger corporate consumers.

Within the long distance market, resale is the fastest growing segment. In 1998
and again in 1999 revenues from resold long distance services have had a
compounded annual growth rate of nearly 20%. Of course, this statistic does not
belie the fact that the three major carriers, MCI/Worldcom, ATT and Sprint
currently control over 70% of the market for long distance. Yet the trend
indicates that the resellers of long distance service who can compete
effectively will take away market share from the "traditional" providers.

In each of the markets we intend to serve, we will seek to become a competitor
to the incumbent local exchange carrier ("I-LEC") for its targeted customers by
providing an integrated package of high quality local, long distance and
enhanced telecommunications services at competitive prices. The Company will try
to serve as a competitive local exchange company ("C-LEC") to enter the local
telephone service business. Under the Telecommunications Act, I-LECs must
provide C-LECs such as the Company with access to their facilities at a
substantial discount thereby enabling C-LECs to provide local telephone services
to the public. We anticipates that we will be able to offer telecommunications
services to customers at less than the prices which the customer can obtain if
they purchase the services directly from the I-LECs.

i-TeleCo.com's anticipates that its market segment will primarily encompass
residential consumers and middle market companies headquartered in large
metropolitan areas, ( but with significant national and international branch
offices). i-TeleCo.com expects the largest growth in demand and the highest
margins will be realized by targeting these consumers. Typically this customer
base will have anywhere from 10-1,000 external lines, basic voice processing
requirements, (voice mail, automatic call distributors, interactive voice
response and predictive dialing) and varying degrees of need for calling card
services, internet service, and wireless access.

These consumer's businesses will range from technology, consumers products and
healthcare to financial, energy and transportation. Professional offices such as
law firms and medical practices will also be target markets. These sectors will
be extremely price sensitive but, at the same time, attach a premium to superior
customer service. These accounts will have felt neglected by the major carriers
and overwhelmed by the techno speak thrown at them by other providers.

<PAGE>

However, it is these very same consumers who will immediately recognize the
benefit and capitalize on the efficiencies to be gained by effective use of
these new telecommunication technologies. Because of their size, these customers
can deploy new technology and application services in a timely manner and begin
reaping the benefits immediately.

EMPLOYEES

As of November 1, 2000, the Company employed a total of two persons, one on a
full time basis and one on a part time basis. In addition, depending on demand,
the Company will utilize manpower agencies to contract between additional
persons on a temporary, part-time basis. None of the Company's employees are
represented by a labor union. The Company believes that its relations with its
employees are good.

ITEM 2. DESCRIPTION OF PROPERTY

The Company presently shares office space in a building located at 1221 Brickell
Avenue, Suite 900, Miami, Florida. The facility is leased pursuant to a month to
month lease. The primary tenant is Atlas Equity Group, Inc. Atlas Equity Group,
Inc. subleases the facility to i- Incubator.com, Inc. Michael D. Farkas, a
principal shareholder of the Company is the President and sole shareholder of
Atlas Equity Group, Inc. The landlord is not affiliated with us. No rent is
being charged to the Company. We believe that this space is sufficient for us at
this time.

ITEM 3. LEGAL PROCEEDINGS

The Company is not presently parties to any litigation, nor to the Company's
knowledge and belief is any litigation threatened or contemplated.

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

   None.

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On April 12, 2001, there were 62 shareholders of record of the Company's common
stock. Based on information received from brokers and others in fiduciary
capacities, the Company estimates that the total number of shareholders of the
Company's common stock exceeds 650. The Company's common stock is not currently
available for trading.

DIVIDENDS

The Company does not intends to retain future earnings to support the Company's
growth. Any payment of cash dividends in the future will be dependent upon: the
amount of funds legally available therefore; the Company's earnings; financial
condition; capital requirements; and other factors which the Board of Directors
deems relevant.

<PAGE>

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., 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 (INCEPTION) THROUGH DECEMBER 31, 2000

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.

Operating expenses since inception have amounted to $236,609, primarily
consisting of accounting ($8,000), legal ($8,709), salary ($114,354), website
development fees ($18,538) and the expense in retaining their domain name
($50,000). The accounting and legal expenses were in connection with the
Company's annual and quarterly regulatory filings.

YEAR ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

Development stage expenses during the year ended December 31, 2000 were $228,960
as compared to $7,549 for the period ended December 31, 1999.

Expenses for the year ended December 31, 2000 were primarily professional fees
($13,209) in connection with quarterly regulatory filings, fees in connection
with the purchase of a domain name ($50,000), Website development fees
($18,538), and salary ($114,354).

Expenses for the quarter ended December 31, 1999 were primarily professional
fees ($3,500) and corporation fee ($4,019) in connection with costs incurred
with the formation and annual regulatory filings of the Company.

<PAGE>

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.

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.

<PAGE>

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 FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER
31, 2000 AND AS OF DECEMBER 31, 1999 AND FOR THE PERIODS DECEMBER 16, 1998 (DATE
 OF INCEPTION) THROUGH DECEMBER 31, 2000 AND DECEMBER 16, 1998 THROUGH DECEMBER
                                    31, 1999

<PAGE>

                               I-TELECO.COM, INC.

                          (A DEVELOPMENT STAGE ENTITY)


                               TABLE OF CONTENTS

INDEPENDENT AUDITORS' REPORT                         1

Balance Sheets                                       2

Statements of Operations                             3

Statements of Stockholders' Equity (Deficit)         4

Statements of Cash Flows                           5-6

Notes to Financial Statements                     7-13

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and
Board of Directors
I-Teleco.com, Inc.
(A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheets of I-Teleco.com, Inc. (a
development stage company) as of December 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for years ended
December 31, 2000. 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 audit. The financial statements of I-
Teleco.com, Inc. as of December 31, 1999 were audited by other auditors who
report dated September 18, 2000, expressed on unqualified opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing standards.
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 included 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 the audit 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, 2000, and the results of its operations and its cash flows for the
years ended December 31, 2000 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company is development stage company. The realization of a major
portion of its assets is dependent upon its ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
this uncertainty.

Salibello & Broder LLP
New York, NY
April 4, 2001

<PAGE>

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

BALANCE SHEETS

ASSETS
<TABLE>
<CAPTION>
                                                                 December 31, 2000    December 31, 1999
                                                                 -----------------    -----------------
<S>                                                                     <C>            <C>
CURRENT ASSETS:

         Cash                                                           $      49    $      51
         Prepaid expenses                                                     425            0
                                                                        --------       ------

                  Total current assets                                        474           51

TOTAL ASSETS                                                            $     474    $      51
                                                                        ========       ======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

         Accounts payable and accrued expenses                          $  99,268    $   3,500
    Note payable-related parties                                           35,350            0
         Loans and advances payable-related party                         102,365        4,100
                                                                        --------       ------

         Total current liabilities                                        236,983        7,600

STOCKHOLDERS' EQUITY:

         Common Stock, par value $.0001 per share; 50,000,000 shares
           authorized; 19,000,000 shares issued and
           outstanding at December 31, 2000 & 1999, respectively           19,000       19,000
         Additional paid-in capital                                      (18,900)     (18,900)
         Deficit accumulated during the development stage               (236,609)      (7,649)
                                                                        --------       ------
           Total stockholders' equity                                   (236,509)      (7,549)
                                                                        --------       ------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $     474    $      51
                                                                        ========       ======
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      -2-

<PAGE>

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

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                                 FOR THE PERIOD
                                                                                     YEAR ENDED                  DECEMBER 16, 1998
                                                                                     DECEMBER 31,               (INCEPTION)
                                                                               2000              1999            DECEMBER 31, 2000
                                                                               ----              ----            -----------------
<S>                                                                            <C>             <C>           <C>
DEVELOPMENT STAGE REVENUES                                                   $          0    $         0     $          0


DEVELOPMENT STAGE EXPENSES:

         Amortization                                                        $          0    $          0    $        100
         Accounting                                                                 5,500           2,500           8,000
         Bank charges                                                                 278              30             308
         Corporate fees                                                             2,427           4,019           6,446
         Consulting fees                                                              268               0             268
         Domain name                                                               50,000               0          50,000
         Dues and subscriptions                                                       175               0             175
         Equipment rental                                                           1,599               0           1,599
         Insurance                                                                  4,677               0           4,677
         Legal fees                                                                 7,709           1,000           8,709
         Office general                                                               868               0             868
         On-line services                                                             125               0             125
         Payroll taxes                                                              6,780               0           6,780
         Salary                                                                   114,354               0         114,354
         Seminars and conferences                                                   2,115               0           2,115
         Telephone                                                                  4,420               0           4,420
         Travel                                                                     8,388               0           8,388
         Website development fee                                                   18,538               0          18,538
         Miscellaneous                                                                230               0             230


TOTAL DEVELOPMENT STAGE EXPENSES                                                  228,451           7,549         236,100

         LOSS FROM OPERATION                                                    (228,451)         (7,549)    $  (236,100)

         INTEREST EXPENSE                                                           (509)               0           (509)

         NET LOSS                                                               (228,960)         (7,549)    $  (236,609)

LOSS PER COMMON SHARE

         Basic                                                                   (0.0120)         (.0004)
                                                                             ============    ============
Diluted                                                                               N/A             N/A
                                                                             ============    ============
Weighted-average number of common shares outstanding                           19,000,000      19,000,000
                                                                             ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements

                                      -3-
<PAGE>

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

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                                                                        DEFICIT
                                                                                                      ACCUMULATED
                                                                  COMMON STOCK          ADDITIONAL    DURING THE
                                                                  ------------           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 parties for
  management services                                       19,000,000       19,000     (18,900)             0           100
                                                            ----------   ----------   ----------    ----------    ----------

Loss during development stage for the period December 16,
1998 (inception) through December 31, 1998                           0            0            0          (100)        (100)
                                                            ----------        -----         ----       -------       -------

Balance, December 31, 1998                                  19,000,000       19,000     (18,900)          (100)            0

Loss during development statge for the year
ended December 31, 1999                                              0            0            0        (7,549)      (7,549)
                                                            ----------        -----         ----       -------       -------
Balance, December 31, 1999                                  19,000,000       19,000     (18,900)        (7,649)      (7,549)
                                                            ==========        =====         ====       =======       =======
Loss during development statge for the year
ended December 31, 2000                                              0            0            0      (228,960)    (228,960)
                                                            ----------        -----         ----       -------       -------
Balance, December 31, 2000                                  19,000,000       19,000     (18,900)      (236,609)    (236,509
                                                            ==========        =====         ====       =======       =======
</TABLE>

                                       F-4
<PAGE>

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

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD
                                                                                      DECEMBER 16, 1998
                                                                   YEAR ENDED          (INCEPTION) TO
                                                                    DECEMBER 31       DECEMBER 31, 2000
                                                                    -----------       -----------------
                                                                2000          1999
                                                                ----          ----
<S>                                                            <C>         <C>         <C>
OPERATING ACTIVITES

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE              $(228,960)   $ (7,549)   $(236,609)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY
OPERATIONS

AMORTIZATION                                                          0           0          100
CHANGES IN ASSETS AND LIABILITIES
(INCREASE) DECREASE IN PREPAID EXPENSES                           (425)           0        (425)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES     95,768       3,500       99,268
                                                                 ------       -----       ------

     NET CASH USED BY OPERATING ACTIVITIES                    (133,617)     (4,049)    (137,666)
                                                                 ------       -----       ------

INVESTING ACTIVITIES:

     NET CASH USED FOR INVESTING ACTIVITIES                           0           0           0
                                                                 ------       -----      ------

FINANCING ACTIVITIES

     PROCEED FROM LOANS AND ADVANCES-REALTED PARTY               98,265       4,100     102,365
     PROCEED FROM SHORT TERM BORROWINGS-NET                      35,350           0      35,350
                                                                 ------       -----      ------

      NET CASH USED FOR FINANCING ACTIVITIES                    133,615       4,100     137,715
                                                                 ------       -----      ------

      INCREASE (DECREASE) IN CASH                                   (2)          51          49
                                                                 ------       -----      ------
      CASH, BEGINNING OF YEAR                                        51           0            0
                                                                 ------       -----      ------
      CASH, END OF YEAR                                        $     49    $     51    $     49
                                                               ========    ========    ========
</TABLE>

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

                                        5
<PAGE>

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

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM DECEMBER 16, 1998 (INCEPTION) TO DECEMBER 31, 2000

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the year ended December 31, 2000 and for the cumulative period December
16, 1998 (inception) to December 31, 2000, the Company did not pay any interest.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVIITES

         The Company entered into the following non-cash transactions:

During the period ended December 31, 1998, the Company issued 19,000,000, post
split, shares of common stock to I-Incubator.Com, Inc. formerly known as Master
Communications, Corp. in consideration of management services in connection with
the formation of the Company. The transaction was valued at $100. (See note 7).

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

                                      -6-

<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., a
wholly owned subsidiary of I-Incubator.Com, Inc. ("Incubator"), 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
take advantage of opportunities available in the internet industry. The Company
intends to grow through internal development, strategic alliances and
acquisitions of existing business. The company has the authority to issue
50,000,000 shares of common stock. The Company is a development stage company
and has had limited activity.

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

                                      -7-
<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

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 no
provisions for deferred tax assets or liabilities.

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.

MANAGEMENT DECISION NOT TO CONSOLIDATE

     Statement of Financial Accounting Standards ("SFAS") No. 94, "Consolidation
of All Majority Owned Subsidiaries", encourages the use of consolidated
financial statements between a parent company and its subsidiaries unless:

     a)   Control is likely to be temporary,

     b)   Control does not rest with the majority owner(s), or

     c)   Minority shareholders have certain approval or veto rights that allow
          them to exercise significant control over major management decisions
          in the ordinary course of business.

The management of Incubator intends to spin off the Company and believes that
its control is temporary. Therefore, management believes that separate financial
statements are appropriate and properly reflect current operating results.

                                      -8-
<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

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

     The Company has adopted SFAS No. 123 "Accounting for Stock-Based
Compensation." SFAS No. 123 encourages the use of the fair market method to
account for transactions involving stock based compensation that are entered
into for fiscal years beginning after December 15, 1995. Under the fair value
method, the issuance of equity instruments to non-employees in exchange for
goods or services should be accounted for based on the fair value of the goods
or services received or the fair value of the income instruments issued,
whichever is more reliably measured.

     4.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board ('FASB") issued SFAS
No. 130, "Reporting Comprehensive Income". This statement requires companies to
classify items of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the equity
section of a statement of financial position. SFAS No. 130 is effective for
financial statements issued for fiscal years beginning after December 15, 1997.
Management believes that SFAS No. 130 will not have a material effect on the
Company's financial statements.

     In June 1997, FASB issued SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information". This statement establishes additional
standards for segment reporting in financial statements and is effective for
financial statements for fiscal years beginning after December 15, 1997.
Management believes that SFAS No. 131 will not have a material effect on the
Company's financial statements.

     In April, 1998, the American Institute of Certified Public Accountants
issued Statement of Position No. 98-5, "Reporting for Costs of Start-Up
Activities", ("SOP 98-5"). The Company is required to expense all start-up costs
related to new operations as incurred. In addition, all start-up costs that were
capitalized in the past must be written off when SOP 98-5 is adopted. The
Company's adoption did not have a material impact on the Company's financial
position or results of operations.

                                      -9-
<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

     SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", is effective for financial statements issued for fiscal years
beginning after June 15, 1999. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. Management does not
believe that SFAS No. 133 will have a material effect on its financial position
or results of operations.

     SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after The
Securitization of Mortgage Loans Held for Sale by Mortgage Banking Enterprises",
is effective for financial statements issued in the first fiscal quarter
beginning after December 15, 1998. This statement is not applicable to the
Company.

     SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", is effective for financial statements issued for fiscal years
beginning February 1999. This statement is not applicable to the Company.

4.   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 (inception) to
December 31, 2000 aggregated $236,609. 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.

                                      -10-
<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

5.   INCOME TAXES

     No provisions for income taxes have been made because the Company has
sustained cumulative losses since the commencement of operations. At December
31, 2000 and December 31, 1999, the Company had net operating loss carryforwards
("NOL's") of $236,609 and $7,649, respectively, which will be available to
reduce future taxable income and expense in the year ending December 31, 2015
and 2014, respectively.

     In accordance with SFAS No. 109 the Company has computed the components or
deferred income taxes as follows.
<TABLE>
<CAPTION>
                                                December 31,           December 31,
                                                   2000                   1999
                                                   ----                   ----
<S>                                               <C>                  <C>
Deferred tax assets                             $   93,461             $ 3,021
Valuation allowance                               (93,461)             (3,021)
                                                  -------              ------


Deferred tax asset, net                         $        -            $      -
                                                ==========            ========
</TABLE>

At December 31, 2000 and December 31, 1999, a valuation allowance has provided
and 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, 2000 and December 31, 1999, principally due to
the following

U.S. statutory tax rate                                  34%
State and local taxes                                    5.5
Valuation allowance                                   (39.5)

Effective rate                                           - %
                                                         ===

                                      -11-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

6.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2000 and December 31, 1999
consisted of the following:
<TABLE>
<CAPTION>
                                                 December 31,              December 31,
                                                     2000                      1999
                                                     ----                      ----
<S>                                              <C>                       <C>
Accounts payable                                 $        44,759           $        0
Accrued expenses                                           4,000                3,500
Due to related party                                      50,000                    0
Accrued interest                                             509                    0

Total accounts payable accrued expenses

                                                 $        99,268           $    3,500
                                                          ======                =====
</TABLE>

7.   STOCKHOLDERS' EQUITY

     On December 16, 1998 the Company issued 1,000 restricted common shares to
I- Incubator.com, Inc. ("Incubator"), formerly known as Master Communication
Corp. in consideration for services rendered in formation of the company valued
at $100.

     On May 18, 2000, the Company authorized a forward split of 19,000 to 1 on
its common stock. Immediately following the split Incubator owned 19,000,000
restricted common shares.

8.   RELATED PARTY TRANSACTIONS

     The Company has received funds from Incubator to meet various working
capital requirements. These advances totaled $102,365 and are non-interest
bearing and due on demand.

     On March 1, 2000 the Company agreed to reimburse Atlas Equity Group, Inc.,
a related party, $159.85 per month (on a month-to-month basis) for the use of a
laptop computer. Atlas Equity Group, Inc. is owned by Michael D. Farkas.

     On September 1, 2000, the Company entered into an agreement with Michael D.
Farkas, the director of Incubator, a related party to purchase a domain name,
I-Teleco.com, for $50,000.

     On October 5, 2000, the Company entered into an agreement with Envitro.com,
Inc., a related party, to design and construct a web page for $18,538. Envitro
 .com, Inc. is a subsidiary of WealthHound.com, Inc., in which Michael D. Farkas
is a beneficial owner.

                                      -12-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

     Between October 2000 and December 2000, the Company issued to Atlas Equity
Group, Inc. three promissory notes aggregating $7,600. The promissory notes bear
interest of 10% per annum and were due and payable on dates ranging from January
2001 through February 2001. Michael Farkas is a beneficial owner of Atlas
Equity.

     Between September 2000 and December 2000, the Company issued to Ostonian
Securities Limited seven promissory notes aggregating $27,750. The promissory
notes bear interest of 8.25% per annum and are due and payable on dates ranging
from September 2001 through December 2001. Atlas Equity Group, Inc. acts as an
advisor and consultant to Ostonian.

9.   SUBSEQUENT EVENT

     During the first quarter ending March 31, 2001, the Company issued a series
of promissory notes to Atlas Equity Group, Inc., a related party in which
Michael D. Farkas is a beneficial owner, for an aggregating sum of $23,900 at a
rate of 10% per annum. The promissory notes principal amounts and accrued
interest are due and payable on dates ranging from June 2001 to September 2001.

     On February 5, 2001, the company issued a promissory note to Romano
Limited, for a principal sum of $3,600 at a rate of 11% per annum due and
payable on May 4, 2001.

     On January 19, 2001, the Company entered into an agreement and plan of
distribution ("spin- off") with Incubator. Upon spin-off, the shareholders of
I-Incubator received 0.7810 shares of the Company's common stock for each share
of Incubator owned as of February 13, 2001, totaling 19,014,120 common shares.
As a result of this spin-off and share distribution Atlas Equity Group, Inc., a
related party, in which Michael D. Farkas is a beneficial owner, received
3,999,985 shares, representing approximately 21% of the Company's outstanding
common stock, The Farkas Group, Inc., in which Michael D. Farkas is a beneficial
owner, received 2,577,300 shares representing approximately 13.5% of the
Company's common stock and GSM Communications, Inc. in which Michael D. Farkas
is a beneficial owner, received 2,153,217 shares representing approximately
11.3% of the Company. Also, as a result of the spin off I- Incubator has agreed
to cancel the debt owned by I-Teleco. The total amount of debt cancelled is
$102,365.

                                      -13-

<PAGE>

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

The Company's accountant is Salibello & Broder, C.P.A. of New York City, New
York. The Company does 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. The Company initially engaged Salibello & Broder, C.P.A. to
render accounting services on December 15, 2000. Our previous accountant was
John Abitante, CPA of Berenfeld, Spritzer, Shechter & Sheer, 7700 N. Kendall
Drive, Suite 805, Miami, Florida 33156.

<PAGE>

                                    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 12,
2001, 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>
   Joshua Lurie                                 1999              President and Director

   Jamee Kalimi                32               1999              Vice President, Secretary and Director
</TABLE>

Joshua Lurie has been the President and Director of the Company since February
2000 when he joined the Company as President to organize the company and
spearhead its corporate growth. From November 1998 through January 2000 Mr.
Lurie was the Managing Director of Interglobe Communications ICC Corp., a Petach
Tikva, Israel based company that provided international voice
telecommunications. Mr. Lurie has been active in the telecommunications field
for over ten years initially involved in providing corporate business networking
solutions with System's

<PAGE>

Incorporated, a Connecticut based company, Route Link and The Incom Group, both
Israel based companies and is currently implementing voice and data
technologies. Mr. Lurie has been an innovator in voice technologies operations
and marketing in the conventional methods and in the Internet space.

Jamee M. Kalimi has been Vice President, Secretary and Director of the Company
since inception. She is a marketing and telecommunications expert with a strong
ability to create new strategies and business plans. Since 1998, Ms. Kalimi has
been President and Director of i-Incubator.com, Inc. a publicly traded company
listed on the OTC Electronic Bulletin Board. (OTC:BB INQU). Ms. Kalimi is also
President of i-CarAuction.com, Inc., i-AntiqueAuction.com, Inc. and i-
Aerobids.com, Inc. and is Vice President and Secretary of i-RealtyAuction.com,
Inc. all of which are 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 was 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.

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

No director, nominee for director, or executive officer of the Company has
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 the Chief
Executive Officer of the Company in fiscal year ending December 31, 2000 for the
executive officers who were serving as of fiscal year ending December 31, 2000,
whose salary and bonus during fiscal year ending December 31, 2000 exceeded
$100,000. In 1999, no officer received compensation in excess of $100,000.

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

We have not yet filed Form 3's for Jamee Kalimi, Joshua Lurie and Michael Farkas
(and the entities he controls). Such Form 3's will be filed late. A Form 5 will
not be filed for our fiscal year ended December 31, 2000 since all reportable
transactions for this fiscal year will be reported on Form 3's filed with the
Commission.


<PAGE>

   Summary Compensation Table

   ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Name and Principal Position          Year    Salary   Bonus     Restricted Stock Award
---------------------------          ----    ------   -----     ----------------------
<S>                                  <C>     <C>      <C>       <C>

    None
</TABLE>

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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 12, 2001, 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):
<TABLE>
<CAPTION>
TITLE OF CLASS     NAME & ADDRESS                     AMOUNT            PERCENT
--------------     --------------                     ------            -------

<S>                <C>                                <C>               <C>
Common Stock       Michael D. Farkas (2)              8,789,077         46.22%
                   294 South Coconut Lane
                   Miami, Florida 33131

                   Romano Limited                     1,798,440          9.46%
                   790 Finchley Road
                   London NW117UR England

                   Matthew Sher (3)                   1,366,750          7.19%
                   176 Broadway, #5D
                   New York, NY 10038
</TABLE>

   Security Ownership of Management:
<TABLE>
<CAPTION>
TITLE OF CLASS     NAME & ADDRESS                     AMOUNT            PERCENT
--------------     --------------                     ------            -------

<S>                <C>                                   <C>                 <C>
Common Stock       Joshua Lurie                               0              0
                   268 W. Englewood Ave.
                   Teaneck, NJ 07666

                   Jamee Kalimi                          97,625              *
                   3314 Oak Drive
                   Hollywood, Florida 33021

All directors and executive                              97,625              *
officers as a group (2 persons)

</TABLE>

<PAGE>


(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., 3,999,985 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.

(3) Matthew Sher beneficially owns 1,171,500 shares as a principal shareholder
of On Mark Enterprises Inc. and 195,250 shares personally for a total of
1,366,750 shares.

* Less than 1% of the outstanding shares.

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

The Company presently shares office in a building located at 1221 Brickell
Avenue, Suite 900, Miami, Florida. The facility is leased pursuant to a month to
month lease. The primary tenant is Atlas Equity Group, Inc. Atlas Equity Group,
Inc. subleases the facility to i-Incubator.com, Inc. Michael D. Farkas, a
principal shareholder of i-Teleco is the President and sole shareholder of Atlas
Equity Group, Inc. The landlord is not affiliated with us. No rent is being
charged to the Company. 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.

<PAGE>

3. Exhibits:

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 did not file any reports on Form 8-K for the year ended December 31, 2000.

                                   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/ Joshua Lurie
                                        --------------------
                                                Joshua Lurie
                                                President and Director

   Dated:     April 19, 2001

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/ Joshua Lurie                President and Director           April 19, 2001
----------------------------

/s/ Jamee Kalimi                Vice President, Secretary and    April 19, 2001
----------------------------    Director