SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

             [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

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

                For the fiscal year ended: December 31, 1999

                      Commission file number 000-28207

                              TELE SPECIAL.COM
           (Exact name of registrant as specified in its charter)

Nevada                                                 88-0441555
(State or other jurisdiction of                        (I.R.S. Employer
incorporation  or  organization)                       Identification No.)

1850 E. Flamingo Rd., #111
Las Vegas, NV                                          89119
(Address of principal executive offices)               (zip code)

                Issuer's Telephone Number:    (702) 866-5803

       Securities registered under Section 12(b) of the Exchange Act:
                                    None

       Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock, $.001 par value
                              (Title if Class)

     Indicate by check mark whether the registrant (a) 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         No     X

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K  is not contained  herein,  and  will  not  be
contained,  to  the  best of registrant's knowledge, in definitive  proxy  or
information  statements incorporated by reference in Part III  of  this  Form
10-K or any amendment to this Form 10-K.  [     ]

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
December   31,   1999,  was  5,000,000  shares,  held  by   approximately   1
stockholders.

<PAGE>


PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     Tele Special.Com., (the "Company") was incorporated on November 9, 1999,
under  the  laws  of  the State of Nevada to engage in any  lawful  corporate
undertaking,   including,   but  not  limited  to,   selected   mergers   and
acquisitions. The Company has been in the developmental stage since inception
and  has  no  operations to date other than issuing shares  to  its  original
stockholder.

     The  Company  registered its common stock on a Form  10-SB  registration
statement  filed  pursuant  to  the Securities  Exchange  Act  of  1934  (the
"Exchange Act") and Rule 12(g) thereof.  The Company intends to file with the
Securities  and Exchange Commission periodic and episodic reports under  Rule
13(a)  of  the Exchange Act, including quarterly reports on Form  10-QSB  and
annual  reports  on Form 10-KSB.  As a reporting company under  the  Exchange
Act,  the  Company may register additional securities on Form  S-8  (provided
that it is then in compliance with the reporting requirements of the Exchange
Act)  and on Form S-3 (provided that is has during the prior 12 month  period
timely  filed all reports required under the Exchange Act), and its class  of
common  stock registered under the Exchange Act may be traded in  the  United
States  securities  markets provided that the Company is then  in  compliance
with  applicable laws, rules and regulations, including compliance  with  its
reporting requirements under the Exchange Act.

     The  Company will attempt to locate and negotiate with a business entity
for  the  merger  of  that  target business into  the  Company.   In  certain
instances,  a target business may wish to become a subsidiary of the  Company
or  may  wish  to  contribute assets to the Company rather  than  merge.   No
assurances  can be given that the Company will be successful in  locating  or
negotiating with any target business.

     Management  believes  that  there are  perceived  benefits  to  being  a
reporting  company  with a class of publicly-traded  securities.   These  are
commonly  thought to include (1) the ability to use registered securities  to
make  acquisition  of assets or businesses; (2) increased visibility  in  the
financial  community;  (3)  the  facilitation  of  borrowing  from  financial
institutions;   (4)  improved trading efficiency; (5) stockholder  liquidity;
(6)  greater  ease in subsequently raising capital; (7) compensation  of  key
employees  through options stock; (8) enhanced corporate  image;  and  (9)  a
presence in the United States capital market.

     A  business  entity,  if  any, which may be  interested  in  a  business
combination  with the Company may include (1) a company for which  a  primary
purpose  of  becoming public is the use of its securities for the acquisition
of assets or businesses; (2) a company which is unable to find an underwriter
of  its securities or is unable to find an underwriter of securities on terms
acceptable  to  it;  (3) a company which wishes to become  public  with  less
dilution  of its common stock than would occur normally upon an underwriting;
(4)  a  company  which  believes that it will be able  to  obtain  investment
capital  on  more favorable terms after it has become public; (5)  a  foreign
company  which  may  wish an initial entry into the United States  securities
market;  (6) a special situation company, such as a company seeking a  public
market  to  satisfy redemption requirements under a qualified Employee  Stock
Option  Plan;  or  (7) a company seeking one or more of the  other  perceived
benefits of becoming a public company.

<PAGE>

     Management  is  actively  engaged in seeking a qualified  company  as  a
candidate  for  a business combination.  The Company is authorized  to  enter
into  a  definitive  agreement  with a wide  variety  of  businesses  without
limitation as to their industry or revenues.  It is not possible at this time
to  predict  with  which  company, if any, the  Company  will  enter  into  a
definitive  agreement  or  what  will be  the  industry,  operating  history,
revenues, future prospects or other characteristics of that company.

     The  Company  may seek a business opportunity with entities  which  have
recently   commenced  operations,  or  which  wish  to  utilize  the   public
marketplace in order to raise additional capital in order to expand into  new
products  or  markets,  to develop a new product or  service,  or  for  other
corporate  purposes.   The Company may acquire assets and  establish  wholly-
owned  subsidiaries in various businesses or acquire existing  businesses  as
subsidiaries.

     Management  of  the  Company,  which  in  all  likelihood  will  not  be
experienced  in  matters relating to the business of a target business,  will
rely  upon  its  own efforts in accomplishing the business  purposes  of  the
Company.   Outside consultants or advisors may be utilized by the Company  to
assist  in  the search for qualified target companies.  If the  Company  does
retain  such  an outside consultant or advisor, any cash fee earned  by  such
person  will  need to be assumed by the target business, as the  Company  has
limited cash assets with which to pay such obligation.

     The  analysis  of new business opportunities will be undertaken  by,  or
under the supervision of, the officer and director of the Company, who is not
a   professional   business  analyst.   In  analyzing  prospective   business
opportunities,  management  may  consider  such  matters  as  the   available
technical,  financial  and managerial resources; working  capital  and  other
financial  requirements; history of operations, if  any;  prospects  for  the
future;  nature  of  present  and  expected  competition;  the  quality   and
experience  of management services which may be available and  the  depth  of
that  management;  the  potential  for  further  research,  development,   or
exploration; specific risk factors not now foreseeable but which then may  be
anticipated  to impact the proposed activities of the Company; the  potential
for  growth  or  expansion; the potential for profit;  the  perceived  public
recognition   or   acceptance  of  products,  services,   or   trades;   name
identification; and other relevant factors.

     Management  does  not  have  the capacity to  conduct  as  extensive  an
investigation  of  a  target business as might be  undertaken  by  a  venture
capital  fund or similar institution.  As a result, management may  elect  to
merge  with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to enter
into an agreement with the most investment-worthy target business.

     Following  a  business  combination the Company  may  benefit  from  the
services of others in regard to accounting, legal services, underwritings and
corporate  public  relations.  If requested by a target business,  management
may  recommend  one  or  more underwriters, financial advisors,  accountants,
public relations firms or other consultants to provide such services.

     A  potential target business may have an agreement with a consultant  or
advisor  providing  that services of the consultant or advisor  be  continued
after  any  business  combination.  Additionally, a target  business  may  be
presented  to  the  Company only on the condition  that  the  services  of  a
consultant  or  advisor  be continued after a merger  or  acquisition.   Such
preexisting  agreements  of target businesses for  the  continuation  of  the
services of attorneys, accountants, advisors or consultants could be a factor
in the selection of a target business.

<PAGE>

     In  implementing a structure for a particular business acquisition,  the
Company may become a party to a merger, consolidation, reorganization,  joint
venture, or licensing agreement with another corporation or entity.   It  may
also acquire stock or assets of an existing business.  On the consummation of
a  transaction, it is likely that the present management and stockholders  of
the Company will no longer be in control of the Company.  In addition, it  is
likely that the Company's officer and director will, as part of the terms  of
the  acquisition  transaction, resign and be replaced  by  one  or  more  new
officers and directors.

     It  is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal  and  state securities laws.  In some circumstances,  however,  as  a
negotiated element of its transaction, the Company may agree to register  all
or a part of such securities immediately after the transaction is consummated
or  at  specified  times thereafter.  If such registration occurs,  of  which
there  can  be  no  assurance, it will be undertaken by the surviving  entity
after the Company has entered into an agreement for a business combination or
has  consummated  a  business  combination  and  the  Company  is  no  longer
considered  a blank check company. The issuance of additional securities  and
their  potential  sale  into any trading market  which  may  develop  in  the
Company's securities may depress the market value of the Company's securities
in the future if such a market develops, of which there is no assurance.

     While the terms of a business transaction to which the Company may be  a
party  cannot  be predicted, it is expected that the parties to the  business
transaction will desire to avoid the creation of a taxable event and  thereby
structure the acquisition in a tax-free reorganization under Sections 351  or
368 of the Internal Revenue Code of 1986, as amended.

     With  respect  to any merger or acquisition negotiations with  a  target
business, management expects to focus on the percentage of the Company  which
target   business   stockholders  would  acquire  in   exchange   for   their
shareholdings  in the target business.  Depending upon, among  other  things,
the target business's assets and liabilities, the Company's stockholders will
in  all  likelihood hold a substantially lesser percentage ownership interest
in   the  Company  following  any  merger  or  acquisition.   Any  merger  or
acquisition  effected by the Company can be expected to  have  a  significant
dilutive   effect  on  the  percentage  of  shares  held  by  the   Company's
stockholders at such time.

     No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target business.

     As  of  the  date  hereof, management has not made  any  final  decision
concerning  or entered into any agreements for a business combination.   When
any such agreement is reached or other material fact occurs, the Company will
file  notice  of  such  agreement or fact with the  Securities  and  Exchange
Commission  on  Form 8-K.  Persons reading this Form 10-KSB  are  advised  to
determine if the Company has subsequently filed a Form 8-K.

     The Company anticipates that the selection of a business opportunity  in
which  to  participate  will  be complex and without  certainty  of  success.
Management  believes  (but has not conducted any research  to  confirm)  that
there  are  numerous  firms  seeking the perceived  benefits  of  a  publicly
registered corporation.  Such perceived benefits may include facilitating  or
improving  the  terms  on which additional equity financing  may  be  sought,
providing  liquidity for incentive stock options or similar benefits  to  key
employees, increasing the opportunity to use securities for acquisitions, and

<PAGE>

providing   liquidity   for   stockholders  and  other   factors.    Business
opportunities  may be available in many different industries and  at  various
stages  of  development,  all  of which will make  the  task  of  comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

     Computer  Systems  Redesigned  For Year 2000.   Many  existing  computer
programs use only two digits to identify a year in such program's date field.
These  programs  were  designed and developed without  consideration  of  the
impact of the change in the century for which four digits will be required to
accurately  report  the  date.  If not corrected, many computer  applications
could  fail or create erroneous results by or following the year 2000  ("Year
2000  Problem").  Many of the computer programs containing such date language
problems  have  not been corrected by the companies or governments  operating
such  programs.  It is impossible to predict what computer programs  will  be
effected,  the  impact  any  such  computer disruption  will  have  on  other
industries or commerce or the severity or duration of a computer disruption.

     The  Company  does  not have operations and does not  maintain  computer
systems.   Before  the Company enters into any business combination,  it  may
inquire  as  to  the status of any target business's Year 2000  Problem,  the
steps  such target business has taken or intends to take to correct any  such
problem  and  the  probable impact on such target business  of  any  computer
disruption.   However, there can be no assurance that the  Company  will  not
merge  with  a target business that has an uncorrected Year 2000  Problem  or
that  any  planned  Year 2000 Problem corrections will  be  sufficient.   The
extent  of  the  Year 2000 Problem of a target business may be impossible  to
ascertain and any impact on the Company will likely be impossible to predict.

ITEM 2.   DESCRIPTION OF PROPERTY

     The  Company  has  no properties and at this time has no  agreements  to
acquire any properties.  The Company currently uses the offices of management
at  no  cost  to  the  Company.   Management  has  agreed  to  continue  this
arrangement until the Company completes an acquisition or merger.

ITEM 3.   LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against the Company.

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

     No  matter  was  submitted to a vote of security  holders,  through  the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There  is  currently no public market for the securities of the Company.
The  Company does not intend to trade its securities in the secondary  market
until completion of a business combination or acquisition.  It is anticipated
that following such occurrence the Company will cause its common stock to  be
listed or admitted to quotation on the NASD OTC Bulletin Board or, if it then
meets  the  financial and other requirements thereof, on the Nasdaq  SmallCap
Market, National Market System or regional or national exchange.

<PAGE>

     The  proposed business activities described herein classify the  Company
as  a "blank check" company.  The Securities and Exchange Commission and many
states  have  enacted statutes, rules and regulations limiting  the  sale  of
securities  of  blank  check  companies in  their  respective  jurisdictions.
Management  does  not intend to undertake any efforts to cause  a  market  to
develop  in  the  Company's securities until such time  as  the  Company  has
successfully  implemented its business plan described  herein.   Accordingly,
the  stockholders of the Company have executed and delivered "lock-up" letter
agreements,  affirming  that  such stockholder will  not  sell  or  otherwise
transfer  its shares of the Company's common stock except in connection  with
or  following  completion of a merger or acquisition and the  Company  is  no
longer  classified as a blank check company.  The stockholders have deposited
such   stockholder's   respective  stock  certificate  with   the   Company's
management,  who  will  not  release the respective  certificates  except  in
connection with or following the completion of a merger or acquisition.

     There  is  currently one stockholder of the outstanding common stock  of
the Company.  The Company has not issued any preferred stock.

     During  the  past  three years, the Company has issued securities  which
were not registered as follows:
<TABLE>

                                                  NUMBER OF
DATE                               NAME            SHARES      CONSIDERATION
<S>                         <C>                  <C>         <C>
November 9, 1999             Anthony N. DeMint    5,000,000       $5,000
</TABLE>

________

(1)  Mr.  DeMint is the sole director, controlling stockholder and  president
     of  the Company. Shares issued to Mr. DeMint were in return for services
     provided  to the Company by Mr. DeMint, in lieu of cash.   With  respect
     to  the stock issued to Mr. DeMint, the Company relied upon Section 4(2)
     of  the  Securities  Act of 1933, as amended and  Rule  506  promulgated
     thereunder.

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

     The  Company was formed to engage in a merger with or acquisition of  an
unidentified foreign or domestic private company which desires  to  become  a
reporting  ("public") company whose securities are qualified for  trading  in
the  United States secondary market.  The Company meets the definition  of  a
"blank check" company contained in Section (7)(b)(3) of the Securities Act of
1933,  as  amended.   The Company has been in the developmental  stage  since
inception  and has no operations to date.  Other than issuing shares  to  its
original   stockholders,  the  Company  has  not  commenced  any  operational
activities.

     The  Company  will  not acquire or merge with any  entity  which  cannot
provide audited financial statements at or within a reasonable period of time
after closing of the proposed transaction.  The Company is subject to all the
reporting  requirements  included in the Exchange  Act.   Included  in  these
requirements is the duty of the Company to file audited financial  statements
as  part  of  its  Form  8-K  to be filed with the  Securities  and  Exchange

<PAGE>

Commission  upon  consummation of a merger or acquisition,  as  well  as  the
Company's audited financial statements included in its annual report on  Form
10-K  (or  10-KSB, as applicable).  If such audited financial statements  are
not  available at closing, or within time parameters necessary to insure  the
Company's  compliance with the requirements of the Exchange Act,  or  if  the
audited  financial statements provided do not conform to the  representations
made  by  the  target business, the closing documents may  provide  that  the
proposed  transaction  will  be voidable at the  discretion  of  the  present
management of the Company.

     The  Company  will  not  restrict its search for any  specific  kind  of
businesses,  but  may  acquire a business which  is  in  its  preliminary  or
development stage, which is already in operation, or in essentially any stage
of  its business life. It is impossible to predict at this time the status of
any  business in which the Company may become engaged, in that such  business
may  need  to seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company may offer.

     A  business combination with a target business will normally involve the
transfer  to  the  target business of the majority of  common  stock  of  the
Company,  and  the substitution by the target business of its own  management
and board of directors.

     The  Company  has, and will continue to have, no capital with  which  to
provide  the owners of business opportunities with any cash or other  assets.
However,  management believes the Company will be able  to  offer  owners  of
acquisition  candidates  the opportunity to acquire a  controlling  ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering.  The officer and director  of
the Company has not conducted market research and is not aware of statistical
data to support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

     The  Company's  stockholders have agreed that they will advance  to  the
Company  any  additional funds which the Company needs for operating  capital
and  for  costs in connection with searching for or completing an acquisition
or merger. Such advances will be made without expectation of repayment unless
the owners of the business which the Company acquires or merges with agree to
repay  all  or  a portion of such advances.  There is no minimum  or  maximum
amount  such stockholder will advance to the Company.  The Company  will  not
borrow  any  funds  for  the  purpose  of  repaying  advances  made  by  such
stockholder,  and the Company will not borrow any funds to make any  payments
to the Company's promoters, management or their affiliates or associates.

     The  Board of Directors has passed a resolution which contains a  policy
that  the  Company will not seek an acquisition or merger with any entity  in
which  the  Company's  officer, director, stockholder or  his  affiliates  or
associates  serve as officer or director or hold more than  a  10%  ownership
interest.

ITEM 7.   FINANCIAL STATEMENTS

     See Index to Financial Statements and Financial Statement Schedules
appearing on page F-1 through F-7 of this Form 10-KSB.

<PAGE>

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

     There were no changes in or disagreements with accountants on accounting
and financial disclosure for the period covered by this report.

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 are as follows:
<TABLE>
   Name                      Age    Positions and Offices Held
<S>                         <C>    <C>
   Anthony N. DeMint         26     President, Secretary, Director
</TABLE>
     There are no agreements or understandings for the officer or director to
resign  at  the  request  of another person and the above-named  officer  and
director  is  not  acting on behalf of nor will act at the direction  of  any
other person.

     Set  forth below is the name of the director and officer of the Company,
all  positions and offices with the Company held, the period during which  he
has served as such, and the business experience during at least the last five
years:

     Anthony  N. DeMint acts as President, Secretary, Treasurer and  Director
for  the  Company. Mr. DeMint has served as an officer and  Director  of  the
Company  since  inception. Mr. DeMint is also sole officer  and  Director  of
Intercontinental Capital Fund, Inc., Royal Acquisitions, Inc., Navitec Group,
Inc.,  and  TourPro Golf, Inc., which are also blank check companies.   Since
1994, Mr. DeMint has been a Director of Securities Law Institute a securities
consulting  firm  located in Las Vegas, NV and has served  on  the  board  of
directors  and  as an officer for several private and public  companies.  Mr.
DeMint currently serves as Vice President and as a Director of Secured Online
Systems,  Inc., a publicly held consulting firm. From 1997-1998,  Mr.  DeMint
was Vice President of operations and a Director for Worldwide Golf Resources,
Inc. From 1995-1997, Mr. DeMint was Chief Operating Officer, Treasurer and  a
Director of a publicly held import and wholesale company, Cutty-Fleet Trading
Co., where he managed day-to-day operations. Mr. DeMint attended Business and
Economics school at the University of Nevada Las Vegas.

<PAGE>

CURRENT BLANK CHECK COMPANIES

     The  SEC  reporting blank check companies that Anthony DeMint serves  as
President and Director are listed in the following table:
<TABLE>
                                                      Date
Incorporation Name            Form Type File #     of Filing(3)  Status(l)
<S>                           <C>       <C>        <C>          <C>
Intercontinental
Capital Fund, Inc.(2a)          10SB12G  000-27931    04 Nov 99   No

Navitec Group Incorporated (2b) 10SB12G  000-28225    22 Nov 99   No

TourPro Golf, Inc. (2c)         10SB12G  000-28569    20 Dec 99   No

Royal Acquisitions, Inc. (3)    10SB12G  000-28713    30 Dec 99   No
</TABLE>

(1)  Under   Merger  Status  "Merger"  represents  either  a  merger  or   an
     acquisition  has  occurred or the company ceased to  be  a  blank  check
     company  by  operating  specific business a  "No"  represents  that  the
     company  is  currently  seeking merger or  acquisition  candidate.  More
     detailed   information  for  each  merger  is  disclosed  in   following
     paragraphs.

(2)  (2a)  The  SEC has no additional comments as of the date of this  filing
     and has granted effectiveness on November 15, 1999. (2b) The SEC has  no
     additional  comments  as  of the date of this  filing  and  has  granted
     effectiveness  on  December 10, 1999.  (2c)  The SEC has  no  additional
     comments as of the date of this filing and has granted effectiveness  on
     December 27, 1999

(3)  On  the  60th  day of the filing, each company becomes  subject  to  the
     reporting requirements under the Securities Exchange Act of 1934, unless
     accelerated by the SEC, at the request of the company.

CONFLICTS OF INTEREST

     Our  officer  and  director expects to organize  other  companies  of  a
similar nature and with a similar purpose as the Company. Consequently, there
are  potential  inherent conflicts of interest in acting as  an  officer  and
director  of the Company. Insofar as the officer and director is  engaged  in
other business activities, management anticipates that he will devote only  a
minor  amount of time to our affairs. We do not have a right of first refusal
pertaining  to opportunities that come to management's attention  insofar  as
such opportunities may relate to our proposed business operations.

    A  conflict may arise in the event that another blank check company  with
which management is affiliated is formed and actively seeks a target company.
It  is  anticipated that target companies will be located for  us  and  other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on  the
same  date,  alphabetically. However, any blank check  companies  with  which
management is, or may be, affiliated may differ from us in certain items such
as  place  of  incorporation,  number of  shares  and  stockholders,  working
capital,  types of authorized securities, or other items. It may  be  that  a

<PAGE>

target  company may be more suitable for or may prefer a certain blank  check
company  formed  after  us.  In such case, a business  combination  might  be
negotiated  on  behalf of the more suitable or preferred blank check  company
regardless of date of formation.

    Mr.  DeMint  is a director of the Securities Law Institute, a  securities
consulting firm located in Las Vegas, NV. As such, demands may be  placed  on
the time of Mr. DeMint, which will detract from the amount of time he is able
to  devote to our Company. Mr. DeMint intends to devote as much time  to  our
activities  as required. However, should such a conflict arise, there  is  no
assurance that Mr. DeMint would not attend to other matters prior to those of
the Company. Mr. DeMint projects that initially up to ten hours per month  of
his  time  may be spent locating a target company which amount of time  would
increase  when  the  analysis of, and negotiations and consummation  with,  a
target company are conducted.

    The  terms  of business combination may include such terms as Mr.  DeMint
remaining  a  director  or  officer  of the  Company  and/or  the  continuing
securities work of the Company being handled by the consulting firm of  which
Mr. DeMint is a director. The terms of a business combination may provide for
a  payment  by cash or otherwise to Mr. DeMint for the purchase or retirement
of  all or part of his common stock of the Company by a target company or for
services rendered incident to or following a business combination. Mr. DeMint
would  directly  benefit from such employment or payment. Such  benefits  may
influence Mr. DeMint's choice of a target company.

    We  may  agree  to  pay  finder's fees, as appropriate  and  allowed,  to
unaffiliated  persons  who  may  bring a target  company  to  us  where  that
reference results in a business combination. No finder's fee of any kind will
be  paid  by  us  to  management or our promoters or to their  associates  or
affiliates.  No loans of any type have, or will be, made by us to  management
or our promoters of or to any of their associates or affiliates.

    We  will not enter into a business combination, or acquire any assets  of
any  kind  for  our  securities, in which management of the  Company  or  any
affiliates  or  associates  have  a greater  than  10%  interest,  direct  or
indirect.

    There  are  no  binding guidelines or procedures for resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest
in  favor  of us could result in liability of management to us. However,  any
attempt by stockholders to enforce a liability of management to us would most
likely be prohibitively expensive and time consuming.

ITEM 10.  EXECUTIVE COMPENSATION

     The Company's officer and director does not receive any compensation for
his  services rendered to the Company, has not received such compensation  in
the past, and is not accruing any compensation pursuant to any agreement with
the  Company.   However, the officer and director of the Company  anticipates
receiving  benefits as a beneficial stockholder of the Company and, possibly,
in other ways.

     No  retirement,  pension,  profit sharing,  stock  option  or  insurance
programs or other similar programs have been adopted by the Company  for  the
benefit of its employees.

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth, as of December 31, 1999,  each  person
known  by the Company to be the beneficial owner of five percent or  more  of
the  Company's  Common  Stock and the director and officer  of  the  Company.
Except as noted, the holder thereof has sole voting and investment power with
respect to the shares shown.
<TABLE>
Name and Address                       Amount of           Percent of
Of Beneficial Owner                    Beneficial       Outstanding Stock
                                       Ownership
<S>                                   <C>               <C>
Anthony N. DeMint                      5,000,000              100%
1850 E. Flamingo Rd., #111
Las Vegas, NV 89119

All Executive Officers and
Directors as a Group
(1 Person)                             5,000,000              100%
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  November 9, 1999, the Company issued a total of 5,000,000 shares  of
Common Stock to the following persons for a total of $5,000 in services:
<TABLE>
                                       NUMBER OF              TOTAL
NAME                                     SHARES           CONSIDERATION
<S>                                   <C>                 <C>
Anthony N. DeMint                      5,000,000             $5,000
</TABLE>

     The  Board of Directors has passed a resolution which contains a  policy
that  the  Company will not seek an acquisition or merger with any entity  in
which  the  Company's  officer, director or holder  or  their  affiliates  or
associates serve as officer or director or hold more than a 10% any ownership
interest.  Management  is  not aware of any circumstances  under  which  this
policy may be changed.

     The  proposed business activities described herein classify the  Company
as  a "blank check" company.  The Securities and Exchange Commission and many
states  have  enacted statutes, rules and regulations limiting  the  sale  of
securities  of  blank  check  companies in  their  respective  jurisdictions.
Management  does  not intend to undertake any efforts to cause  a  market  to
develop  in  the  Company's securities until such time  as  the  Company  has
successfully  implemented its business plan described  herein.   Accordingly,
the  stockholders  of  the Company have executed and  delivered  a  "lock-up"
letter  agreements,  affirming that such stockholders shall  not  sell  their
respective  shares  of  the Company's common stock until  such  time  as  the
Company  has successfully consummated a merger or acquisition and the Company
is  no  longer  classified as a blank check company.  The  stockholders  have
placed  the  respective stock certificates with the Company  which  will  not
release the certificates until such time as a merger or acquisition has  been
successfully consummated.

<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

     3.1* Certificate  of Incorporation filed as an exhibit to the  Company's
          registration  statement on Form 10-SB filed on November  19,  1999,
          and incorporated herein by reference.

     3.2* By-Laws filed as an exhibit to the Company's registration statement
          on  Form 10-SB filed on November 19, 1999, and incorporated  herein
          by reference.

     23   Consent of Accountants

     27   Financial Data Schedule

     _____
     *    Previously filed

     (b)   There were no reports on Form 8-K filed by the Company during  the
       quarter ended December 31, 1999.

<PAGE>

                                 SIGNATURES

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

TELE SPECIAL.COM

                                   By:/s/ Anthony DeMint
                                         Anthony N. DeMint, President

                                   Dated:    January 12, 2000

     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                     OFFICE              DATE

/s/ Anthony DeMint
Anthony N. DeMint        Director            January 12, 2000
<PAGE>

                              TABLE OF CONTENTS
                                                                         PAGE
INDEPENDENT AUDITORS' REPORT                                             F-1

BALANCE SHEET                                                            F-2

STATEMENT OF OPERATIONS                                                  F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                        F-4

STATEMENT OF CASH FLOWS                                                  F-5

NOTES TO FINANCIAL STATEMENTS                                        F-6-F-7
<PAGE>

                           BARRY L. FRIEDMAN, P.C.
                         Certified Public Accountant

1582 TULITA DRIVE                           OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123                    FAX NO. (702) 896-0278

                        INDEPENDENT AUDITORS' REPORT

Board Of Directors                               January 11, 2000
Tele Special.Com
Las Vegas, Nevada

I  have  audited the Balance Sheet of Tele Special.Com, (A Development  Stage
Company),  as of December 31, 1999, and the related Statements of Operations,
Stockholders'  Equity  and  Cash  Flows for  the  period  November  9,  1999,
(inception)  to  December  31,  1999.  These  financial  statements  are  the
responsibility of the Company's management. My responsibility is  to  express
an opinion on these financial statements based on my audit.

I   conducted  my  audit  in  accordance  with  generally  accepted  auditing
standards.  Those  standards require that I 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.  I  believe  that  my  audit  provides  a
reasonable basis for my opinion.

In  my opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial position  of  Tele  Special.Com,  (A
Development  Stage  Company), at December 31, 1999, and the  results  of  its
operations  and  cash flows for the period November 9, 1999,  (inception)  to
December   31,  1999,  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 has no established source of revenue.  This  raises
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's plan in regard to these matters are also described in  Note  #3.
The  financial  statements do not include any adjustments that  might  result
from the outcome of this uncertainty.


/s/ Barry Friedman

Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
                              TELE SPECIAL.COM
                        (A Development Stage Company)
                              December 31, 1999


                                BALANCE SHEET

                                   ASSETS
<S>                                                   <C>
CURRENT ASSETS                                                       $    0
                                                        -------------------
     TOTAL CURRENT ASSETS                                            $    0
                                                        -------------------
OTHER ASSETS                                                         $    0
                                                        -------------------
     TOTAL OTHER ASSETS                                              $    0
                                                        -------------------
  TOTAL ASSETS                                                       $    0
                                                                ===========
</TABLE>
<TABLE>
                   LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                   <C>
CURRENT LIABILITIES
  Officers Advances (Note #6)                                      $    305
                                                         ------------------
     TOTAL CURRENT LIABILITIES                                     $    305
                                                         ------------------
STOCKHOLDERS' EQUITY
   Preferred stock, $.001 par value
   authorized 5,000,000 shares
   issued and outstanding at
   December 31, 1999-None                                            $    0

   Common stock, $.001 par value,
   authorized 20,000,000 shares;
   issued and outstanding at
   December 31, 1999-5,000,000 shares                            $    5,000

Additional paid-in capital                                                0

Deficit accumulated during
development stage                                                   (5,305)
                                                        -------------------
     TOTAL STOCKHOLDER'S EQUITY                                  $    (305)
                                                        -------------------
  TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                                             $    0
                                                               ============
</TABLE>

  The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                              TELE SPECIAL.COM
                        (A Development Stage Company)
              November 9, 1999,(Inception) to December 31, 1999


                           STATEMENT OF OPERATIONS
<S>                                                    <C>
INCOME
Revenue                                                              $    0
                                                       --------------------
EXPENSE
Services                                                         $    5,000
General and
Administrative                                                          305
                                                       --------------------
TOTAL EXPENSES                                                   $    5,305
                                                       --------------------
NET LOSS                                                       $    (5,305)
                                                               ============
Net Loss
Per Share                                                      $    (.0011)
                                                               ============
Weighted average
number of common
shares outstanding                                                5,000,000
                                                              =============
</TABLE>
  The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                              TELE SPECIAL.COM
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' EQUITY

                                                                 Deficit
                                                               accumulated
                                                  Additional     during
                              Common Stock         paid-in     development
                           Shares      Amount      Capital        stage
                         ---------- ------------  ----------  -------------
<S>                     <C>         <C>          <C>          <C>
November 9, 1999
issued for services       5,000,000  $     5,000      $    0         $    0

Net loss, November
9,1999(inception)
to December 31, 1999                                                (5,305)
                         ---------- ------------  ----------  -------------
Balance,
December 31, 1999         5,000,000       $5,000         $ 0   $    (5,305)
                           ========     ========  ==========   ============
</TABLE>
  The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                              TELE SPECIAL.COM
                        (A Development Stage Company)
              November 9, 1999,(Inception) to December 31, 1999

                           STATEMENT OF CASH FLOWS
<S>                                                      <C>
Cash Flows from
Operating Activities
Net loss                                                       $    (5,305)
Issue common stock for services                                       5,000

Cash Flows from
Investing Activities

Changes in assets and
Liabilities
Officers Advances                                                       305

Cash Flows from
Financing Activities                                                      0
                                                                -----------
Net increase in cash                                                 $    0

Cash,
beginning of period                                                       0
                                                                -----------
Cash,
end of period                                                        $    0
                                                             ==============
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>

                              TELE SPECIAL.COM
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The  Company was organized November 9, 1999, under the laws of the State
of Nevada, as Tele Special. Com. The Company currently has no operations and,
in accordance with SFAS #7, is considered a development stage company.

     On  November 9, 1999, the Company issued 5,000,000 shares of  its  $.001
par value common stock for services of $5,000.00.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

     Accounting  policies and procedures have not been determined  except  as
follows:

     1.   The Company uses the accrual method of accounting.

     2.   Earnings per share is computed using the weighted average number of
common shares outstanding.

     3.    The  Company has not yet adopted any policy regarding  payment  of
dividends. No dividends have been paid since inception.

     4.     In  April  1998,  the  American  Institute  of  Certified  Public
Accountant's  issued Statement of Position 98-5 ("SOP 98-511),  Reporting  on
the  Costs  of Start-Up Activities" which provides guidance on the  financial
reporting  of  start-up costs and organization costs. It  requires  costs  of
start-up  activities and organization costs to be expensed as  incurred.  SOP
98-5  is  effective for fiscal years beginning after December 15, 1998,  with
initial  adoption reported as the cumulative effect of a change in accounting
principle. With the adoption of SOP 98-5, there has been little or no  effect
on the Company's financial statements.

NOTE 3 - GOING CONCERN

     The  Company's  financial statements are prepared  using  the  generally
accepted   accounting  principles  applicable  to  a  going  concern,   which
contemplates the realization of assets and liquidation of liabilities in  the
normal  course  of  business. However, the Company has no current  source  of
revenue. Without realization of additional capital, it would be unlikely  for
the  Company to continue as a going concern. It is management's plan to  seek
additional capital through a merger with an existing operating company

<PAGE>

                              TELE SPECIAL.COM
                        (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS CONTINUED
                              December 31, 1999

NOTE 4 - WARRANTS AND OPTIONS

     There  are  no  warrants or options outstanding to issue any  additional
shares of common or preferred stock of the Company.

NOTE 5 - RELATED PARTY TRANSACTION

     The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to  the  financial  statements  and, accordingly,  have  not  been  reflected
therein.  The  officers and directors of the Company are  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 the Company and their  other
business  interests.  The  Company  has  not  formulated  a  policy  for  the
resolution of such conflicts.

NOTE 6 - OFFICERS ADVANCES

     While  the  Company is seeking additional capital through a merger  with
an  existing operating company, an officer of the Company has advanced  funds
on behalf of the Company to pay for any costs incurred by it. These funds are
interest free.