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, 2001

                               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, 2001: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of April 12, 2002, was: $N/A

Number of shares of the registrant's common stock outstanding as of April 12,
2002 was: 40,398,148

Transfer Agent as of April 12, 2002:     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.

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 intends to grow

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 April 12, 2002, the Company employed a total of one person, 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.
The Company's employee is not represented by a labor union. The Company believes
that its relations with its employee is 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. The Company has received
a claim from Joshua Lurie, the former President of the Company, alleging that he
is owed $12,943.26 in severance pay and other unreimbursed expenses. While the
Company has denied these allegations, it has engaged in negotiations with Mr.
Lurie regarding a settlement of such claims.

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, 2002, 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., 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, 2001

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 ($313,570), primarily
consisting of accounting ($29,123), legal ($20,502), salary ($179,738) and
website development fees ($18,538).

YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

Development stage loss during the year ended December 31, 2001 was ($76,961) as
compared to ($228,960) for the year ended December 31, 2000.

Expenses for the year ended December 31, 2001 were primarily salary ($65,384),
accounting ($21,123), legal ($11,793), and corporate fees ($8,878). These fees
are related to the Company's form 10 annual and quarterly regulatory filings
along with the expenses incurred as a result of the spin-off from I-Incubator.
The Company also had a recovery of an expense of $50,000 due to the cancellation
of an agreement made between the Company and Michael Farkas to return ownership
of its domain names in return for the cancellation of debt owed to Mr. Farkas
($50,000).

Expenses for the year ended December 31, 2000 were primarily the purchase of the
Company's domain names ($50,000), development of its Website ($18,538) along
with salary ($114,354).


<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.

For the year ended December 31, 2001, we had a net loss of $76,961. Our
accumulated deficit since inception is $313,570. Such accumulated losses have
resulted primarily from costs incurred in the development of website, salary and
various professional 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

                   AS OF AND FOR THE YEARS ENDED DECEMBER 31,
               2001 AND 2000 AND FOR THE PERIOD DECEMBER 16, 1998
                 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001

<PAGE>


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

TABLE OF CONTENTS

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



                                                           Page(s)

INDEPENDENT AUDITORS' REPORT                                  1

Balance sheets                                                2

Statements of operations                                      3

Statements of changes in stockholders' deficit                4

Statements of cash flows                                     5-6

Notes to financial statements                               7-11

<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, 2001 and 2000 and the related
statements of operations, changes in 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 of America. 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 provide 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, 2001 and 2000, and the result of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is a 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 10, 2002

<PAGE>




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

BALANCE SHEETS

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

BALANCE SHEETS

ASSETS
<TABLE>
<CAPTION>
                                                                 December 31, 2001    December 31, 2000
                                                                 -----------------    -----------------
<S>                                                                     <C>            <C>
CURRENT ASSETS:

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

                  Total current assets                                          0          474

TOTAL ASSETS                                                            $       0    $     474
                                                                        ========       ======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

         Accounts payable and accrued expenses                          $  89,906    $  49,268
         Loan Payable                                                      25,000            0
         Note payable-related parties                                      96,000       35,350
         Loans and advances payable-related party                               0      102,365
         Due to shareholder                                                     0       50,000
                                                                        --------       ------

         Total current liabilities                                        211,006      236,983

STOCKHOLDERS' EQUITY:

         Common Stock, par value $.0001 per share; 50,000,000 shares
           authorized; 20,014,120 and 19,000,000 shares issued and
           outstanding at December 31, 2001 & 2000, respectively           2,001         1,900
         Additional paid-in capital                                      100,563        (1,800)
         Deficit accumulated during the development stage               (313,570)     (236,609)
                                                                        --------       ------
           Total stockholders' equity                                   (211,006)     (236,509)
                                                                        --------       ------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $      0     $     474
                                                                        ========       ======
</TABLE>

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

                                      - 2 -

<PAGE>


I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                                                                                                              FOR THE PERIOD
                                                                         YEAR ENDED                          DECEMBER 16, 1998
                                                                        DECEMBER 31,                      (DATE OF INCEPTION) TO
                                                                2001                   2000                  DECEMBER 31, 2001
                                                        ------------------       ----------------            -----------------
<S>                                                     <C>                      <C>                         <C>
DEVELOPMENT STAGE REVENUES                              $                0       $              0            $                   0
                                                        ------------------       ----------------            ---------------------

DEVELOPMENT STAGE EXPENSES:
         Amortization                                                    0                      0                      100
         Accounting                                                 21,123                  5,500                   29,123
         Bank charges                                                  420                    278                      728
         Corporate fees                                              8,878                  2,427                   15,324
         Consulting fees                                             1,769                    268                    2,037
         Domain name                                               (50,000)                50,000                        0
         Dues and subscriptions                                          0                    175                      175
         Equipment rental                                                0                  1,599                    1,599
         Insurance                                                   3,106                  4,677                    7,783
         Legal fees                                                 11,793                  7,709                   20,502
         Office general                                                  0                    868                      868
         On-line services                                              300                    125                      425
         Payroll taxes                                               5,391                  6,780                   12,171
         Printing                                                      315                      0                      315
         Salary                                                     65,384                114,354                  179,738
         Seminars and conferences                                        0                  2,115                    2,115
         Telephone                                                     370                  4,420                    4,790
         Travel                                                        566                  8,388                    8,954
         Website development fee                                         0                 18,538                   18,538
         Miscellaneous                                                   0                    230                      230
                                                        ------------------       ----------------            -------------

TOTAL DEVELOPMENT STAGE EXPENSES                                    69,415                228,451                  305,515
                                                        ------------------       ----------------            -------------

LOSS FROM OPERATION                                                (69,415)              (228,451)                (305,515)
                                                        -------------------      -----------------           --------------

OTHER EXPENSE:
         Interest expense                                           (7,546)                  (509)                  (8,055)
                                                        -------------------      -----------------           --------------

NET LOSS                                                $          (76,961)      $       (228,960)           $    (313,570)
                                                        ===================      ================            =============

LOSS PER COMMON SHARE

         Basic                                          $                0       $         (0.01)
                                                        ==================       ===============

         Diluted                                        $                0       $              0
                                                        ==================       ================
Weighted-average number of common shares
outstanding                                                     19,623,377             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' DEFICIT

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

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        1,900      (1,800)             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        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)

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)
                                                            ==========    =========  ==========     =========     =========
</TABLE>

                                       F-4
<PAGE>

I-TELECO.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                                                                                                                 FOR THE PERIOD
                                                                              YEAR ENDED                       DECEMBER 16, 1998
                                                                             DECEMBER 31,                        (INCEPTION) TO
                                                                       2001                      2000          DECEMBER 31, 2001
                                                                   --------------       -----------------      -----------------
OPERATING ACTIVITIES
<S>                                                                <C>                  <C>                         <C>
     Loss accumulated during the development stage                 $     (76,961)       $      (228,960)            $    (313,570)

     Adjustments to reconcile net loss to net cash used in operations:

          Cancellation of debt relating to domain name                   (50,000)                     0                   (50,000)
          Amortization                                                         0                      0                       100
          Stock issued for management services                               100                      0                       100
          Changes in assets and liabilities:
            Decrease (increase) in prepaid expenses                          425                   (425)                        0
            Increase in accounts payable and
               accrued expenses                                           40,637                 95,768                   139,905
                                                                   -------------        ---------------             -------------

     Net cash used in operating activities                               (85,799)              (133,617)                 (223,465)
                                                                   --------------       ---------------             -------------

FINANCING ACTIVITIES

     Proceed from loans and advances - related party                      60,750                 98,265                   163,115
     Proceed from short term borrowings                                   25,000                 35,350                    60,350
                                                                   -------------        ---------------             -------------

     Net cash provided by financing activities                            85,750                133,615                   223,465
                                                                   -------------        ---------------             -------------

Decrease in cash                                                             (49)                    (2)                        0
                                                                   --------------       ---------------             -------------

Cash, beginning of year                                                       49                     51                         0
                                                                   -------------        ---------------             -------------

Cash, end of year                                                  $           0        $            49             $           0
                                                                   =============        ===============             =============
</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

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

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the years ended December 31, 2001 and 2000 and for the cumulative period
December 16, 1998 (date of inception) to December 31, 2001, 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. ("Incubator") formerly
known as Master Communications, Corp. in consideration of management services in
connection with the formation of the Company. This transaction was valued at
$100.

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.

On January 19, 2001, the Company entered into an agreement and plan of
distribution ("spin-off") with its parent company Incubator. Shareholders of
Incubator received .7810 shares of the Company's common stock for each share of
Incubator. The spin-off resulted in 14,120 additional shares issued due to
rounding. This transaction was valued at $1. In addition, prior to the
distribution, the total amount of debt owed to Incubator of $102,364 was
cancelled and recorded as additional paid-in capital.

On May 22, 2001, the Company issued 1,000,000 shares of common stock in
consideration of management services rendered to the Company. This transaction
was valued at $100.

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., 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 has the authority to issue 50,000,000 shares
     of common stock. The Company is a development stage company and has had
     limited activity.

     The Company was a wholly owned subsidiary of i-Incubator.com, Inc.
     ("Incubator"), formerly known as Master Communication, Inc., a publicly
     traded company listed on the OTC Electronic Bulletin Board (OTCBB:INQU). On
     January 19, 2001, the Company entered into an agreement and plan of
     distribution ("spin-off") with Incubator. On 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 agreed to cancel the debt
     owed by the Company of $102,364.

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.

     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.

3.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In March, 2000 the FASB issued Interpretation No. 44, "Accounting for
     Certain Transactions Involving Stock Compensation, Interpretation of APB
     Opinion No. 25." Interpretation No. 44 clarifies the application of
     Accounting Principle Board Opinion No. 25 to certain issues including: (1)
     the definition of employee for purposes of applying APB No. 25, (2) the
     criteria for determining whether a plan qualifies as a non-compensatory
     plan, (3) the accounting consequences of various modifications to the terms
     of a previously fixed stock option or award, and (4) the accounting for an
     exchange of stock compensation awards in business combinations. Management
     adopted the application of the fair value method under FASB Statement 123
     and, therefore, this Interpretation does not have a material effect on the
     financial statements.

<PAGE>

     In June 2000, the Financial Accounting Standards Board issued SFAS No. 138,
     "Accounting for Derivative Instruments and Hedging Activities - An
     Amendment of FASB Statement No. 133." SFAS 138 amends the accounting and
     reporting standards for certain derivatives and hedging activities such as
     net settlement contracts, foreign currency transactions and inter company
     derivatives. The Company does not currently hold derivative instruments or
     engage in hedging activities. The requirements of SFAS 138 does not have a
     material effect on our financial statements and related disclosures.

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 (date of
     inception) to December 31, 2001 aggregated $313,570. 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.

5.   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, 2001 and December 31, 2000, the Company had net operating loss
     carryforwards ("NOL's") of approximately $313,000 and $236,000,
     respectively, which will be available to reduce future taxable income
     through December 31, 2015 and 2014, respectively.

     In accordance with SFAS No. 109 the Company has computed the components of
     deferred income taxes as follows.
<TABLE>
<CAPTION>
                                                                               December 31,
                                                                        2001                   2000
                                                                  -------------          ----------
<S>                                                               <C>                    <C>
       Deferred tax assets                                        $     123,000          $     93,461
       Valuation allowance                                             (123,000)              (93,461)
                                                                  --------------         ------------

       Deferred tax asset, net                                    $           0          $          0
                                                                  =============          ============
</TABLE>

       At December 31, 2001 and December 31, 2000, a valuation allowance has
       been provided as the realization of the deferred tax benefit is not
       likely.

<PAGE>

       The effective tax rate varies from the U.S. Federal statutory tax rate
       for both the periods ended December 31, 2001 and December 31, 2000,
       principally due to the following:
<TABLE>
<S>                                                                          <C>
       U.S. statutory tax rate                                                34.0%
       State and local taxes                                                   5.5
       Valuation allowance                                                   (39.5)
                                                                             -----

       Effective rate                                                          0.0%
                                                                            ======
</TABLE>

6.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES

       Accounts payable and accrued expenses as of December 31, 2001 and
December 31, 2000 consisted of the following:
<TABLE>
<CAPTION>
                                                                           December 31
                                                                       2001                  2000
                                                                 ----------------        --------
<S>                                                              <C>                   <C>
       Accounts payable                                          $         74,224      $        44,759
       Accrued expenses                                                     7,625                4,000
       Accrued interest                                                     8,057                  509
                                                                 ----------------        -------------

       Total accounts payable and accrued expenses               $         89,906        $      49,268
                                                                 ================        =============
</TABLE>

7.   LOAN PAYABLE

     On November 29, 2001, the Company entered into a non-binding Memorandum of
     Understanding ("MOU") with an unrelated company with respect to a possible
     transaction between the parties. In connection with the MOU, the unrelated
     company loaned the Company $25,000 (the "Loan"). The Loan was due and
     payable by December 14, 2001, if a transaction as contemplated by the MOU
     was not executed by such date. The Loan bears interest at the rate of one
     and a half percent (1.5%) per month on the unpaid portion of the Loan or
     the highest interest allowed by the laws and regulations of the State of
     New York, whichever is the higher, compounded monthly. On December 11,
     2001, the Company agreed to the assignment of the MOU, and the Loan
     thereunder, to another unrelated entity. The assignee of the MOU and the
     Company amended the MOU by extending the Loan repayment date to January 20,
     2002.

8.   NOTES PAYABLE

     As of December 31, 2001 and December 31, 2000, notes payable totalled
     $96,100 and $35,350, respectively. These notes are short-term borrowings
     with maturities of less than or equal to one year, with a interest rates
     ranging from 8.25% to 11%.

     The notes payable to Atlas Equity Group, Inc. as of December 31, 2001 and
     2000, aggregated $64,750 and $7,600, respectively. These promissory notes
     bear interest of 10% per annum and were due and payable on dates ranging
     from January 2001 through November 2002. Michael Farkas is a beneficial
     owner of Atlas Equity.

     The notes payable to Ostonian Securities Limited as of December 31, 2001
     and 2000, aggregated $27,750 and $27,750, respectively. These 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., in which Michael Farkas is a beneficial owner, acts as an advisor and
     consultant to Ostonian.

9.   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.

     On January 19, 2001, the Company entered into an agreement and plan of
     distribution ("spin-off") with its parent company Incubator. Shareholders
     of Incubator received .7810 shares of the Company's common stock for each
     share of incubator. The spin-off resulting in 14,120 additional shares
     issued due to rounding. This transaction was valued at $1. In addition,
     prior to distribution, the total debt owed to Incubator of $102,364 was
     cancelled and recorded as additional paid-in capital.

     On May 22, 2001, the Company authorized the issuance of 1,000,000 shares of
     restricted common stock to Josh Lurie for services rendered to the Company.
     This transaction was valued at $100.

10.  RELATED PARTY TRANSACTIONS

     On March 1, 2000, the Company agreed to reimburse Atlas Equity Group, Inc.,
     a related party, $160 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.
     The contract was cancelled by the end of 2000.

     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. The $50,000 is reflected as cancellation of
     debt in the accompanying financial statements.

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

11.  SUBSEQUENT EVENTS

     On March 14, 2002, the notes payable to Ostonian Securities Ltd. in the
     amount of $27,750 plus accrued interest of $3,162 were converted to
     6,182,526 shares of common stock at $.005 per share.

     On March 14, 2002, the notes payable to Atlas Equity Group, Inc., a related
     party, in the amount of $64,750 plus accrued interest of $ 6,257 were
     converted to 14,201,502 shares of common stock at $.005 per share.

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


<PAGE>

Jamee M. Kalimi has been Vice President, Secretary and Director of the Company
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. 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>
Joshua Lurie, Past President         2001    65,384   0         1,000,000
</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, 2002, 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)              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

</TABLE>

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

<S>                <C>                                <C>                   <C>
Common Stock       Jamee Kalimi                         175,725               *
                   3314 Oak Drive
                   Hollywood, Florida 33021

All directors and executive                             175,725               *
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., 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.

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, 2001.

                                   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:     June 14, 2002

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,       June 14, 2002
----------------------------    Secretary and Director