U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               AMENDMENT NO. 1 TO

                                  FORM 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended March 31, 2002
--------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------

                     Commission File Number: 000-31705
                     ---------------------------------

                        General Telephony.com, Inc.
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)


             Nevada                             91-2007477
 -------------------------------   ---------------------------------------
 (State or other jurisdiction of   (I.R.S. Employer Identification Number)
  incorporation or organization)

    14601 Bellaire Blvd., Suite 338, Houston TX           77083
   ---------------------------------------------         -------
    (Address of principal executive offices)            (zip code)


                             (281) 564-6418
                      ---------------------------
                        (Issuer's telephone number)


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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or 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 [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

                                         Yes [ ]     No [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

The Registrant has 20,000,000 Common Stock, authorized, 3,011,300 shares
of Common stock issued and outstanding, par value $0.001 per share as of
March 31, 2002.  Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, no Preferred Stock issued nor outstanding as of
March 31, 2002.


Traditional Small Business Disclosure Format (check one)

                                        Yes [  ] No [X]


                                       1

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   3
          Balance Sheet (unaudited)............................   4
          Statements of Operations (unaudited).................   5
          Statements of Cash Flows (unaudited).................   6
          Statement of Stockholders' Equity (unaudited)........   7
          Notes to Financial Statements........................   8

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................  13


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  17

Item 2.   Changes in Securities and Use of Proceeds............  17

Item 3.   Defaults upon Senior Securities......................  17

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................  17

Item 5.   Other Information..................................... 17

Item 6.   Exhibits and Reports on Form 8-K...................... 18

Signatures...................................................... 19

                                      2

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended March 31, 2002.  The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented.  The
unaudited financial statements of registrant for the three months ended
March 31, 2002, follow.

                                      3

<PAGE>


                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                  (UNAUDITED)

<TABLE>
<CAPTION>

BALANCE SHEET

                                                        March 31,   December 31,
                                                          2002          2001
                                                        ---------   ------------
<S>                                                     <C>         <C>
ASSETS
   Cash and cash equivalents                            $     555   $        687
                                                        ---------   ------------
     Total current assets                                     555            687

Property and equipment, net of accumulated
  depreciation of $5,667 and $1,667                        14,333         14,333
                                                        ---------   ------------
     TOTAL ASSETS                                       $  15,020   $     15,020
                                                        =========   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Accounts payable and accrued expenses                        -            105
                                                        ---------   ------------
     Total current liabilities                                  -            105
                                                        ---------   ------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized,
    -0- shares issued and outstanding                           -              -
  Common stock, $0.001 par value;
    20,000,000 shares authorized,
  3,011,300 shares issued and outstanding                   3,011          3,011
  Additional paid-in capital                               65,604         65,604
  Deficit accumulated during
   the development stage                                 (54,727)       (53,700)
                                                        ---------   ------------
     Total stockholders' equity                            13,888         14,915
                                                        ---------   ------------

     Total liabilities and stockholders' equity         $  13,888   $     15,020
                                                        =========   ============

</TABLE>

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

                                       4

<PAGE>

                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS
                                                                November 12,
                                                                   1999
                                        For the Year Ended    (Inception) to
                                              March 31,         March 31,
                                       --------------------  ----------------
                                         2002        2001          2002
                                       ---------  ---------  ----------------
<S>                                    <C>        <C>        <C>
Revenue                                $       -  $   1,466  $         4,949

Cost of good sold                              -      1,261            5,967
                                       ---------  ---------  ----------------
Gross profit (loss)                            -        205           (1,018)

General and administrative expenses        1,027      5,606           53,709
                                       ---------  ---------  ----------------
Loss from operations before provision
   for income taxes                      (1,027)    (5,401)          (54,727)
Provision for income taxes                     -          -                 -
                                       ---------  ---------  ----------------
Net loss                               $ (1,027)  $ (5,401)  $       (54,727)
                                       =========  =========  ================
Net loss per share - basic and diluted $       -  $       -  $         (0.02)
                                       =========  =========  ================
Weighted average number of
   common shares                       3,011,300  3,011,300        2,855,265
                                       =========  =========  ================
</TABLE>

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

                                       5

<PAGE>
                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                            STATEMENT OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                                                    November 12,
                                                                       1999
                                        For the Three Months Ended (inception)to
                                                   March 31,         March 31,
                                              --------------------
                                                2002       2001        2002
                                              ---------  --------- -------------
<S>                                           <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                      $  1,000   $  1,000  $      6,667
Adjustments to reconcile net loss to net cash
  used by operating activities:
  Depreciation expense                          (1,027)    (5,401)      (54,727)
  Increase(decrease) in accounts payable
    and accrued expenses                          (105)      (697)             -
                                              ---------  --------- -------------
NET CASH USED IN OPERATING ACTIVITIES             (132)    (5,098)      (48,060)
                                              ---------  --------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                            -          -      (20,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                            -          -       62,365
  Shareholder contributions                           -          -        6,250
                                              ---------  --------- -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES             -          -       68,615
                                              ---------  --------- -------------

  (Decrease) increase in cash and cash
     equivalents                                  (132)    (5,098)          555


  Cash - beginning of period                        687     11,302            -
                                              ---------  --------- -------------

  Cash - end of period                        $     555  $   6,204 $        555
                                              =========  ========= =============

Supplemental Information:
  Cash payments made for:
    Income taxes                              $       -  $       - $          -
                                              =========  ========= =============
    Interest                                  $       -  $       - $          -
                                              =========  ========= =============
</TABLE>

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

                                       6

<PAGE>

                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

STATEMENT OF STOCKHOLDERS' EQUITY

                                                         Deficit
                                                       Accumulated
                                            Additional During the     Total
                              Common Stock   Paid-In   Development Stockholders'
                          -----------------
                            Shares   Amount  Capital      Stage       Equity
                          ---------  ------ ---------- ----------- -------------
<S>                       <C>        <C>    <C>        <C>         <C>
Balance,
 Nov 12, 1999 (Inception)         -  $    - $        - $         - $          -

Issuance of founder
 shares for cash,
 November 15, 1999        1,800,000   1,800          -           -        1,800

Shares issued for cash
 at $0.05 per share
 (pursuant to Rule 506
 offering),
 December 5, 1999           840,000     840     41,160           -       42,000

Net loss                          -       -          -    (12,460)      (12,460)
                          ---------  ------ ---------- ----------- -------------

Balance, Dec 31, 1999     2,640,000   2,640     41,160    (12,460)       31,340

Shares issued for cash at
 $0.05 per share(pursuant
 to Rule 504 offering),
 May 31, 2000               371,300     371     18,194           -       18,565

Net income                        -       -          -    (20,985)      (20,985)
                          ---------  ------ ---------- ----------- -------------

Balance, Dec 31, 2000     3,011,300   3,011     59,354    (33,445)       28,920

Shareholder Contribution          -       -      6,250           -        6,250

Net Loss                          -       -          -    (20,255)      (20,255)
                          ---------  ------ ---------- ----------- -------------

Balance, Dec 31, 2001     3,011,300   3,011     65,604    (53,700)       14,915

Net loss                          -       -          -     (1,027)       (1,027)
                          ---------  ------ ---------- ----------- -------------

Balance, March 31, 2002   3,011,300  $3,011 $   65,604 $  (54,727) $     13,888
                          =========  ====== ========== =========== =============
</TABLE>

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

                                        7
<PAGE>

                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



 NOTE 1 -   DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING
            POLICIES

            Nature of Operations
            --------------------

            General  Telephony.com,  Inc.  (the  "Company")   is   currently  a
            development-stage  company  under  the  provisions of the Financial
            Accounting   Standards  Board  ("FASB")  Statement   of   Financial
            Accounting Standards  ("SFAS") No. 7.  The Company was incorporated
            under the laws of the state of Nevada on November 12, 1999.

            General
            -------

            The accompanying unaudited  financial statements have been prepared
            in accordance with the instructions  to Form 10-QSB and, therefore,
            do  not  include  all  the  information  necessary   for   a   fair
            presentation  of financial position, results of operations and cash
            flows in conformity  with  accounting principles generally accepted
            in the United States of America.

            In the opinion of management, all adjustments (consisting of normal
            recurring accruals) considered  necessary  for  a fair presentation
            have been included.  Operating results for the three  month  period
            ended March 31, 2002, are not necessarily indicative of the results
            that  may  be  expected  for the year ended December 31, 2002.  The
            unaudited  condensed financial  statements  and  footnotes  thereto
            included in  the  Company's  December  31,  2001  annual report are
            included in SEC form 10-KSB.

            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 disclosure of contingent  assets  and
            liabilities  at  the  date of  the  financial  statements  and  the
            reported  amounts of revenue  and  expenses  during  the  reporting
            period.  Actual results could differ from those estimates.

            Cash and Cash Equivalents
            -------------------------

            The Company considers all highly liquid investments purchased with
            original  maturities   of   three   months  or  less  to  be  cash
            equivalents.

            Long-Lived Assets
            -----------------

            Long-lived assets and certain identifiable  intangibles  to be held
            and used are reviewed for impairment whenever events or changes  in
            circumstances  indicate that the related carrying amount may not be
            recoverable.  When required, impairment losses on assets to be held
            and used are recognized  based  on the fair value of the assets and
            long-lived assets to be disposed  of  are  reported at the lower of
            carrying amount or fair value less cost to sell.

                                       8

<PAGE>

                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002


 NOTE 1 -   DESCRIPTION  OF  BUSINESS  AND  SUMMARY OF SIGNIFICANT  ACCOUNTING
            POLICIES (Continued)

            Income Taxes
            ------------

            Income taxes are provided for based  on  the  liability  method of
            accounting  pursuant  to  SFAS  No.  109,  "Accounting  for Income
            Taxes."   Deferred  income  taxes, if any, are recorded to reflect
            the tax consequences on future  years  of  differences between the
            tax bases of assets and liabilities and their  financial reporting
            amounts at each year-end.

            Earnings Per Share
            ------------------

            The Company calculates earnings per share in accordance  with SFAS
            No.  128,  "Earnings  Per  Share," which requires presentation  of
            basic earnings per share ("BEPS")  and  diluted earnings per share
            ("DEPS").  The computation of BEPS is computed  by dividing income
            available to common stockholders by the weighted average number of
            outstanding common shares during the period.  DEPS gives effect to
            all  dilutive  potential  common  shares  outstanding  during  the
            period.   The  computation  of  DEPS  does not assume  conversion,
            exercise or contingent exercise of securities  that  would have an
            antidilutive  effect  on  earnings.  As of December 31, 2001,  the
            Company had no securities that would effect loss per share if they
            were to be dilutive.

            Comprehensive Income
            --------------------

            SFAS  No.  130,  "Reporting  Comprehensive   Income,"  establishes
            standards  for  the reporting and display of comprehensive  income
            and its components  in  the financial statements.  The Company had
            no  items of other comprehensive  income  and  therefore  has  not
            presented a statement of comprehensive income.

NOTE 2 -    INCOME TAXES

            The components  of  the  provision  for income taxes for the period
            from January 1, 2002 to March 31, 2002 are as follows:

             Current Tax Expense
               U.S. Federal                           $           -
               State and Local                                    -
                                                      -------------
             Total Current                                        -
                                                      -------------


             Deferred Tax Expense
               U.S. Federal                                       -
               State and Local                                    -
                                                      -------------
             Total Deferred                                       -
                                                      -------------

             Total Tax Provision (Benefit) from
              Continuing Operations                    $          -
                                                       ============


                                      9

<PAGE>
                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



NOTE 2 -    INCOME TAXES (Continued)

            The reconciliation of the effective income  tax rate to the Federal
            statutory rate is as follows:

            Federal Income Tax Rate                             34.0%
            Effect of Valuation Allowance                   (   34.0)%
                                                            ---------

            Effective Income Tax Rate                            0.0%
                                                            =========


            At  March  31,  2002,  the Company had net carryforward  losses  of
            $54,727.   Because of the  current  uncertainty  of  realizing  the
            benefits of  the  tax  carryforward, a valuation allowance equal to
            the tax benefits for deferred taxes has been established.  The full
            realization of the tax benefit  associated  with  the  carryforward
            depends  predominantly  upon  the  Company's  ability  to  generate
            taxable income during the carryforward period.

            Deferred  tax assets and liabilities reflect the net tax effect  of
            temporary differences  between  the  carrying  amount of assets and
            liabilities for financial reporting purposes and  amounts  used for
            income  tax  purposes.   Significant  components  of  the Company's
            deferred  tax  assets and liabilities as of March 31, 2002  are  as
            follows:

            Deferred Tax Assets
             Loss Carryforwards                           $   18,600
             Less:  Valuation Allowance                      (18,600)
                                                          -----------

             Net Deferred Tax Assets                      $        -
                                                          ==========


            Net operating loss carryforwards expire in 2021.

NOTE 3 -    COMMON STOCK

            On November 15,  1999,  the  Company issued 1,800,000 shares of its
            $0.001 par value common stock to its founders for cash of $1,800.

            On May 31, 2000, the Company issued  840,000  shares  of its $0.001
            par value common stock at $0.05 per share for cash of $42,000.  The
            shares  were  issued  pursuant  to  Regulation  D, Rule 506 of  the
            Securities and Exchange Commission Act of 1933 offering.

            On  December  5,  2000,  the Company issued 371,300 shares  of  its
            $0.001 par value common stock  at  $0.05  per  share  for  cash  of
            $18,565.   The  shares were issued pursuant to a Regulation D, Rule
            504 of the Securities and Exchange Commission Act of 1933 offering.

            In April 2001, a  shareholder  contributed $6,250 to the Company as
            additional paid-in capital.


                                       10

<PAGE>

                          GENERAL TELEPHONY.COM, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



NOTE 4 -    RELATED PARTY TRANSACTIONS

            The Company neither owns nor leases  any real or personal property.
            The  officers/directors of the Company  provide  office  and  other
            services   without  charge.   Such  costs  are  immaterial  to  the
            financial statements  and,  accordingly,  have  not  been reflected
            therein.    These   individuals  are  involved  in  other  business
            activities  and  may, in  the  future,  become  involved  in  other
            business opportunities.   If  specific business opportunity becomes
            available, such persons may face  a  conflict  in selecting between
            the Company and their other business interest.  The Company has not
            formulated a policy for the resolution of such conflicts.

            In April 2001, a shareholder contributed $6,250  to  the Company as
            additional paid-in capital.

                                       11

<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

General Telephony.com, Inc., a pay telephone service company,
hereinafter referred to as "General Telephony.com, Inc." or the "
Company" or the "Registrant", was organized by the filing of Articles
of Incorporation with the Secretary of State of the State of Nevada on
November 12, 1999.

The Company is a development stage pay telephone service company which
plans to provide management for the collection of pay telephone coin
revenues including the repair and maintenance of existing pay telephone
equipment, and the installation of new equipment.  As well, it will
evaluate the profitability of prospective pay telephone locations and
the removal and/or relocation of such equipment as necessary.

The Company has a limited operating history upon which an evaluation of
the Company, its current business and its prospects can be based, each
of which must be considered in light of the risks, expenses and problems
frequently encountered by all companies in the early stages of development,
and particularly by such companies entering new and rapidly developing
markets.  The Company's prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies
in their early stages of development.

The market that General Telephony.com, Inc. plans to target is the city of
Houston, Texas, where the company is headquartered, and a radius of 100
miles around Houston.  Once it has established this foothold, the Company
will expand its horizons to include larger portions of the state of Texas
and surrounding states, from which territory it can perfect its replicable
techniques, link with other regions, and establish a national presence.

Changes related to deregulation of the Pay Telephone Industry in Texas
in 1996-97 removed state rate caps on the price of local phone calls and
allowed providers to charge for directory assistance calls from a payphone.
New rates for local calls from payphones range from 35 cents to $1.00.
Additionally, private payphone owners are now allowed to charge long-
distance carriers for calls placed to the long-distance company's toll
free numbers from payphones.  This so-called "dial-around" compensation for
payphone owners was one of the most controversial aspects of the FCC's
payphone order.  The FCC found that payphone owners should be compensated
for the use of the instrument for each and every completed call. After
setting a rate and having it appealed a the Circuit Court of the District of
Columbia by several long-distance carriers, the Court determined that the
appropriate rate of compensation should be 28.4 cents for each completed
call. Carriers are required to compensate the payphone owner 28.4 cents for
each completed call from a payphone and are passing this cost through to
either the person using the credit card or to the "800" number
subscriber.

                                     12

<PAGE>


This action can have a dramatic effect on the potential profitability
of pay telephone management services and has opened up opportunities for
smaller companies like General Telephony.com, Inc.  The opportunity to
set rates is an obvious advantage as it provides the flexibility to
create a profitable business.  Calls to Information are frequent and
provide additional revenues.  But perhaps most important, given the
number of credit card customers who now access their long-distance
provider using an 800 or other toll-free number, the ability to charge
long-distance carriers for all those calls placed on the Company's
equipment opens another major profit center.

Houston, Texas, the Company's target area, is the fourth-largest city
in the United States.  Though its economy was dramatically impaired by
the world-wide oil crisis of the early-80's, its economy has improved
steadily ever since and its current rates of employment and economic
activity are impressive and mark over fifteen years of continuous growth.
According to the U.S. Census Bureau, Harris County, the county that
includes Houston and the area surrounding it, is the first largest county
in the United States with a population of 3,250,404 people and is 1,788
square miles in area.  It has some 1.5 million payphones.

The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future.  The extent of these losses will depend, in part, whether the
Company's can develop new markets for its pay telephone business and
equipment.  As of March 31, 2002, the Company had an accumulated deficit
of $54,726.  The Company expects that its operating expenses will increase
during the next several months, especially in the areas of seeking new
locations for its pay telephone equipment.  To the extent that increases
in its operating expenses precede or are not subsequently followed by
commensurate increases in revenues, or that the Company is unable to
adjust operating expense levels accordingly, the Company's business, results
of operations and financial condition would be materially and adversely
affected.  There can be no assurances that the Company can achieve or
sustain profitability or that the Company's operating losses will not
increase in the future.

Going Concern - The Company experienced operating losses for the period
ended March 31, 2002.  The financial statements have been prepared
assuming the Company will continue to operate as a going concern which
contemplates the realization of assets and the settlement of
liabilities in the normal course of business.  No adjustment has been
made to the recorded amount of assets or the recorded amount or
classification of liabilities which  would be required if the Company
were unable to continue its operations.  Therefore, management is
currently assessing options, so that the Company can remain a Going
Concern.  These options include, but are not limited to:  management
advancing the Company funding; seeking a merger candidate; or developing
a strategic alliance with a better funded company



                                     13

<PAGE>

Loss Per Share - The Company adopted the provisions of Statement
Of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" that established standards for the computation, presentation
and disclosure of earnings per share ("EPS"), replacing the presentation
of Primary EPS with a presentation of Basic EPS.  It also requires dual
presentation of Basic EPS and Diluted EPS on the face of the income
statement for entities with complex capital structures.  The Company did
not present Diluted EPS since it has a simple capital structure.


Results of Operations
---------------------

As a developmental stage Company, the Company has generated $4,949 in
revenues since its inception.  During the First Quarter, ended March
31, 2002, the company did earned any revenues as compared to $1,466 for
the same period last year.  Total expenses for the First Quarter were
$1,027.  These expenses were for general and administrative expenses, this
compares to a net loss of $5,401 for the same period last year.  Since the
Company's inception, it has incurred an accumulated net loss of $54,727.
The Company does not have any material commitments for capital expenditures.


Plan of Operation
-----------------

Management does not believe the company will generate any profit until
sometime in next Calendar Year as developmental and marketing costs will
most likely exceed any anticipated revenues.  Management is still in the
process of expanding its pay telephone customer base for the Company.

Management is assessing other strategic opportunities for the Company, this
includes but is not limited to:  identifying new business opportunities,
finding additional funding, completing an acquisition of, or merger with
an operating company.  No assurances can be given as to Company's ability to
identify and complete a transaction by any given date or as to the nature of
the business or profitability of the company if a transaction is completed.
A proposed transaction could be subject to significant regulatory, business,
financing and other contingencies and might require shareholder and other
approvals.


Liquidity and Capital Resources
-------------------------------

The Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.

On November 15, 1999, the Company issued 1,800,000 shares of its $.001 par
value common stock for cash of $1,800.


                                     14

<PAGE>



On December 5, 2000, the Company issued 840,000 shares of its $.001 par value
common stock at $.05 per share for cash of $42,000 to Three unaffiliated
investors.  The shares were issued pursuant to a Securities and Exchange
Commission Rule 506 offering.  The Company filed an original Form D with the
Securities and Exchange Commission.

On May 31, 2000, the Company issued 371,300 shares of its $.001 par value
common stock at $.05 per share for cash of $18,565.  The shares were issued
pursuant to a Securities and Exchange Commission Rule 504 offering, and a
Registration to sell 504 shares was issued by the Nevada Secretary of State
Security Division.  The Company filed an original Form D with the Securities
and Exchange Commission.  In April 2001, a shareholder contributed $6,250 to
the Company as additional paid-in capital.  There have been no other issuances
of common or preferred stock.  As of March 31, 2002, the Company had working
capital of $555 in cash.

The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business.  Without realization of
additional capital or additional revenues, it would be unlikely for the
Company to continue as a going concern.  In order for the Company to remain
a Going Concern, it will need to either increase its customer base or find
additional capital.  Additional working capital may be sought through
additional debt or equity private placements, additional notes payable to
banks or related parties (officers, directors or stockholders), or from
other available funding sources at market rates of interest, or a combination
of these.  The ability to raise necessary financing will depend on many
factors, including the nature and prospects of any business to be acquired
and the economic and market conditions prevailing at the time financing is
sought.  No assurances can be given that any necessary financing can be
obtained on terms favorable to the Company, or at all.

Therefore, management is currently assessing options, so that the Company
can remain a Going Concern.  These options include, but are not limited to:
management advancing the Company funding; a 505/506 Offering; or developing
a strategic alliance with a better funded company.  Financial Footnote 2
states:  " These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.



                                     15

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Employees
---------

The Company currently has 2 employees who are both officers and
directors of the Company.  These employees received no compensation
through March 31, 2002.  The Company does not plan to hire any
additional employees until it can become an profitable entity.


Market For Company's Common Stock
---------------------------------

The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "GTPH" and commenced its trading under that symbol on
June 5, 2001.  As of March 31, 2002, no shares have been traded as a
very limited market exists for the trading of the Company's common stock.


Dividend Policy
---------------

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


Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended.  All statements, other
than statements of historical facts, included or incorporated by reference
in this Form 10-QSB which address activities, events or developments which
the Company expects or anticipates will or may occur in the future,
including such things as future capital expenditures (including the amount
and nature thereof), finding suitable merger or acquisition candidates,
expansion and growth of the Company's business and operations, and other
such matters are forward-looking statements.  These statements are based
on certain assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current conditions and
expected future developments as well as other factors it believes are
appropriate in the circumstances.  However, whether actual results or
developments will conform with the Company's expectations and predictions
is subject to a number of risks and uncertainties, general economic  market
and business conditions; the business opportunities (or lack thereof) that
may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company.

This Form 10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans.  Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may differ materially from those projected in the forward-looking
statements as a result of various factors.  Factors that could adversely
affect actual results and performance include, among others, the Company's
limited operating history, potential fluctuations in quarterly operating
results and expenses, government regulation, technological change and
competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary  statements and there can be no assurance
that the actual results or  developments  anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.

                                    16
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                       PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended March 31, 2002, no matters were submitted to
the Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

  3     Articles of Incorporation & By-Laws

               (a)Articles of Incorporation of the Company filed November
               12, 1999.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form 10-SB, previously filed
               with the Commission.

               (b)By-Laws of the Company adopted November 18, 1999.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission.

  4     Instruments Defining the Rights of Security Holders

               (a)Facsimile of specimen common stock certificate,
               incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission.


                                    17
<PAGE>

  13    Annual or Quarterly Reports

               (a) Form 10-KSB for the year ended December 31, 2000 and
               December 31, 2001.  Incorporated by reference to the
               Company's Annual Report for Small Business Issuers on
               Form 10-KSB, previously filed with the Commission.

               (b) Form 10-QSB for the quarter ended March 31, 2001
               June 30, 2001 and September 30, 2001.  Incorporated by
               reference to the Company's Quarterly Report for Small
               Business Issuers on Form 10-QSB, previously filed with
               the Commission.


 (b)   Reports filed on Form 8-K

The Company filed a Current Report dated March 18, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying
Account."


                                    18
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                              SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                      GENERAL TELEPHONY.COM, INC.
                                      ----------------------------
                                             (Registrant)


Dated:  May 16, 2002

By:   /s/ David D. Selmon, Jr.
------------------------------
David D. Selmon, Jr.,
Chairman of the Board,
President and Chief Executive Officer,
Chief Financial Officer

                                     19

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