<PAGE>
                                                           
                 U. S. Securities and Exchange Commission
                          Washington, D.C. 20549

                             Amendment No. 1 to
                                Form 10-QSB

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

          For the quarterly period ended September 30, 1998

( )  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE
     ACT

          For the transition period from _____________ to _________

                      Commission file number 33-90344

                 Clariti Telecommunications International, Ltd. 
          (Exact name of small business issuer as specified in its charter)

                               Delaware                                    

      (State or other jurisdiction of incorporation or organization)

                               23-2498715                   
                     (IRS Employer Identification No.)

            1341 North Delaware Avenue, Philadelphia, PA 19125
                 (Address of principal executive offices)

            (X)           (215) 425-8682      
                    (Issuer's telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.

                      Yes (X)    No ( )

Outstanding shares issued or to be issued of each of the registrant's
class of common stock $.001 par value per share as of November 6, 1998 were
28,972,454.









<PAGE>
                 CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD.

                                   INDEX

PART I.   FINANCIAL INFORMATION                               PAGE

          Item 1.   Consolidated Balance Sheets at 
                    September 30, 1998 (unaudited) and
                    June 30, 1998 (audited)                      3

                    Consolidated Statements of Operations
                    for the three months ended September 30,
                    1998 and 1997 (unaudited)                    4

                    Consolidated Statement of Stockholders'
                    Equity for the three months ended 
                    September 30, 1998 (unaudited)               5

                    Consolidated Statements of Cash Flows 
                    for the three months ended September 30, 
                    1998 and 1997 (unaudited)                    6

                    Notes to Consolidated Financial
                    Statements (unaudited)                     7-9

          Item 2.   Management's Discussion and Analysis of
                    Results of Operations and Financial
                    Condition                                10-12

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings                           13

          Item 2.   Changes in Securities                       13

          Item 3.   Defaults Upon Senior Securities             13 

          Item 4.   Submission of Matters to a Vote of
                    Security Holders                            13

          Item 5.   Other Events                                13

          Item 6.   Exhibits and Reports on Form 8-K            13

SIGNATURES                                                      14






                                    2







<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION

         CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in Thousands)
<CAPTION>
                                                 Sept. 30,         June 30,
                                                   1998              1998
                                                -----------       ---------
                                                (Unaudited)       (Audited)
<S>                                              <C>              <C>      
                    ASSETS
CURRENT ASSETS
  Cash and equivalents                            $    419        $  1,391
  Prepaid consulting fees                              181             263
  Other current assets                                  28              40
                                                  --------        -------- 
                                                       628           1,694
                                                  --------        --------
PROPERTY AND EQUIPMENT, NET                            311             282
                                                  --------        --------
OTHER ASSETS
  Goodwill                                              24              28
  Patents and technology                               223             236
                                                  --------        --------
                                                       247             264
                                                  --------        --------
TOTAL ASSETS                                      $  1,186        $  2,240
                                                  ========        ========
                    LIABILITIES
CURRENT LIABILITIES
  Accounts payable - trade                        $    447        $    443
  Accrued taxes, other than income taxes                78              54
  Accrued wages - officers                             166              50
  Accrued expenses and other current liabilities       135             113
                                                  --------        --------
TOTAL LIABILITIES                                      826             660
                                                  --------        --------
COMMITMENTS AND CONTINGENCIES

                STOCKHOLDERS' EQUITY
COMMON STOCK
 $.001 par value; authorized 50,000,000
 shares; issued and outstanding, 23,743,883
 shares at September 30, 1998 and 23,697,283
 at June 30, 1998                                       24              24
WARRANTS OUTSTANDING                                 1,881           1,843
ADDITIONAL PAID-IN-CAPITAL                          31,474          31,366
ACCUMULATED DEFICIT                                (33,019)        (31,653)
                                                  --------        --------
TOTAL STOCKHOLDERS' EQUITY                             360           1,580
                                                  --------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $  1,186        $  2,240
                                                  ========        ========
<FN>
See accompanying notes
                                    3
</TABLE>
<PAGE>
<TABLE>
         CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)           
           (Dollars and Shares in Thousands, Except Per Share Amounts)
<CAPTION>
                                          THREE MONTHS ENDED
                                             SEPTEMBER 30,
                                          -------------------
                                            1998       1997
                                          --------   --------
<S>                                       <C>        <C>     
SALES                                     $     -    $     -

COST OF SALES                                   -          -
                                          -------    -------
GROSS PROFIT                                    -          -
                                          -------    -------

OPERATING EXPENSES:
  Officers' compensation                      291         231
  Other salaries and payroll costs            104          54
  Consulting fees                             235         177
  Professional fees                            56         100
  Research and development                    431         427
  Travel                                      149          83
  Other                                       112         102
                                          -------     -------
TOTAL OPERATING EXPENSES                    1,378       1,174
                                          -------     -------
LOSS FROM OPERATIONS                       (1,378)     (1,174)
                                          -------     -------
OTHER INCOME
 Interest income                               12          21
                                          -------     -------
NET LOSS                                  $(1,366)    $(1,153)
                                          =======     =======

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                     23,734      19,128

BASIC AND DILUTED LOSS PER COMMON SHARE   $( 0.06)    $( 0.06)    
                                          =======     =======




<FN>
See accompanying notes


                                    4
</TABLE>






<PAGE>


        CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 
                    THREE MONTHS ENDED SEPTEMBER 30, 1998
                      (Dollars and Shares in Thousands)


<TABLE>

<CAPTION>
                              COMMON STOCK
                            ---------------
                            NUMBER           WARRANTS    ADD'L.      ACCUMU-
                              OF               OUT-     PAID-IN       LATED
                            SHARES   AMOUNT  STANDING   CAPITAL      DEFICIT
                            ------   ------  --------  ---------    ----------
<S>                         <C>      <C>     <C>       <C>          <C> 
BALANCES, JUNE 30, 1998     23,697    $ 24    $1,843   $ 31,366     $(31,653)

Three months ended
 September 30, 1998
  (unaudited):
  Issuance of common stock      47       -         -        118            -
  Commissions                    -       -         -    (    10)           -
  Issuance of warrants for
   services                      -       -        38          -            -
  Net loss                       -       -         -          -      ( 1,366)
                            ------    ----    ------   --------     --------
BALANCES, SEPT. 30, 1998    23,744    $ 24    $1,881   $ 31,474     $(33,019)
                            ======    ====    ======   ========     ========


<FN>
See accompanying notes
                                    5
</TABLE>






















<PAGE>
<TABLE>
        CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)               
                          (Dollars in Thousands)

                                             THREE MONTHS ENDED
                                                SEPTEMBER 30,
                                            --------------------
<CAPTION>
                                               1998       1997 
                                             -------    -------
<S>                                          <C>        <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                    $(1,366)   $(1,153)
 Adjustments to reconcile net loss to net
  cash flows used in operating activities:
   Depreciation and amortization                  34         11 
   Issuance of common stock in settlement
    of accrued liability                          18          -
   Issuance of common stock warrants in
    settlement of accounts payable - trade        38          -
   (Increase) decrease in:
     Prepaid consulting fees                      82     (    2)
     Other current assets                         12         21
   Increase (decrease) in:
     Accounts payable - trade                      4        128
     Accrued taxes, other than income taxes       24          6
     Accrued wages - officers                    116          1
     Accrued expenses and other current
      liabilities                                 22     (    5) 
                                             -------    -------
 Net cash used in operating activities        (1,016)    (  993)
                                             -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES
 Cost of patent and technology                     -     (   11)
 Purchase of equipment                        (   46)    (    9)
                                             -------    -------
 Net cash used in investing activities        (   46)    (   20)
                                             -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of common stock          100          -
 Commission on common stock issuance          (   10)         -
                                             -------    -------
 Net cash provided by financing activities        90          -
                                             -------    -------

NET CHANGE IN CASH AND EQUIVALENTS            (  972)    (1,013)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD      1,391      2,075
                                             -------    -------

CASH AND EQUIVALENTS, END OF PERIOD          $   419    $ 1,062
                                             =======    =======

<FN>
See accompanying notes
                                    6
</TABLE>
<PAGE>
        CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 1998 AND 1997



NOTE 1 - CHANGE IN FISCAL YEAR-END/INTERIM PERIODS
--------------------------------------------------
In June 1998, Clariti Telecommunications International, Ltd. (the "Company") 
changed its fiscal year-end from July 31 to June 30.  Therefore, the unaudited 
consolidated financial statements for the prior period have been conformed to 
the fiscal quarter ended September 30, 1997.

The unaudited information has been prepared on the same basis as the annual 
financial statements and, in the opinion of the Company's management reflects
normal recurring adjustments necessary for a fair presentation of the
information for the periods presented.  

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted.  These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB for the period ended June 30, 1998.

The results of operations for the three-month periods ended September 30, 1998 
and 1997 are not necessarily indicative of operating results for the full year.

 
NOTE 2 - BUSINESS ACTIVITIES
----------------------------
During the three months ended September 30, 1998, Clariti Telecommunications 
International, Ltd. conducted activities directed toward the research and 
development of its Digital Voice Paging System.


NOTE 3 - METHOD OF ACCOUNTING
-----------------------------
The Company prepares its financial statements on the accrual method of
accounting, recognizing income when earned and expenses when incurred.


NOTE 4 - COMPREHENSIVE INCOME
-----------------------------
The Company adopted FASB Statement 130, "Comprehensive Income", beginning in 
the quarter ended September 30, 1998.  However, the Company has no items of 
comprehensive income that are excluded from net loss for either of the three 
month periods ended September 30, 1998 or 1997.


NOTE 5 - COMMITMENTS AND CONTINGENCIES
--------------------------------------
The Company subcontracts certain elements of the development of its Digital 
Voice Paging System to third party engineering and development firms.  
Generally, such contracts provide for payments to be made by the Company on a 
time and material basis.  As of September 30, 1998 the Company maintained only 


                                    7

<PAGE>
        CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 1998 AND 1997



NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued)
--------------------------------------------------
one significant development contract with a firm fixed price of $600 thousand.
Under the terms of the contract, the Company is required to make progress 
payments based on the achievement of specific milestones.  As of September 30,
1998, the Company had paid $264 thousand in progress payments against such 
contract.


NOTE 6 - INCOME TAXES
---------------------
There is no income tax benefit for operating losses for the three months ended
September 30, 1998 and 1997 due to the following:

     Current tax benefit  - the operating losses cannot be carried back to 
                            earlier years. 

     Deferred tax benefit - the deferred tax assets were offset by a valuation 
                            allowance required by FASB Statement 109, 
                            "Accounting for Income Taxes." The valuation 
                            allowance is necessary because, according to
                            criteria established by FASB Statement 109, it is 
                            more likely than not that the deferred tax asset 
                            will not be realized through future taxable income.


NOTE 7 - COMMON STOCK
---------------------
During the quarter ended September 30, 1998, the Company issued 46,600 shares 
of its common stock as follows:

     - 40,000 shares for gross proceeds of $100 thousand less a $10 thousand 
       commission
     - 6,600 shares valued at $18 thousand in partial settlement of obligations
       due to the former chairman of the Company (Such amount was included on 
       the Company's June 30, 1998 consolidated balance sheet as accrued 
       expenses and other current liabilities.)


NOTE 8 - WARRANTS
-----------------
From time to time, the Company may issue warrants to purchase its common stock 
to parties other than employees and directors.  Warrants may be issued as an 
incentive to help the Company achieve its goals, or in consideration for cash 
or services rendered to the Company, or a combination of the above. 
Compensation cost associated with warrants issued to other than employees is 
valued based on the fair value of the warrants as estimated using the Black-
Scholes model with the following assumptions: no dividend yield, expected 
volatility of 80%, and a risk-free interest rate of 5.5%.


                                    8

<PAGE>
        CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 1998 AND 1997


NOTE 8 - WARRANTS (continued)
-----------------------------
On July 2, 1998, the Company issued to its corporate counsel warrants to
purchase 25 thousand shares of the Company's common stock at an exercise price 
of $3.25 per share, the market price on the date of grant.  The warrants were 
issued for services rendered and expire on July 1, 2000.  The Black-Scholes 
model valued these warrants at $38 thousand, which had been accrued as accounts
payable on the Company's balance sheet as of June 30, 1998.


NOTE 9 - STOCK OPTIONS
----------------------
During the quarter ended September 30, 1998, the Company issued options to 
purchase a total of 90 thousand shares of the Company's common stock to several
new employees of the Company. These stock options may be exercised over a 
period of ten years at the fair market value on the date of the grant (weighted
average price of $3.0586 per share) and generally carry such other terms as are
outlined in the Company's Stock Option Plan.


NOTE 10 - NET LOSS PER SHARE
----------------------------
The Company utilizes FASB Statement 128, "Earnings Per Share," which 
prescribes standards for computing and presenting earnings per share. Under 
FASB Statement 128, basic loss per common share is based upon the weighted 
average number of common shares outstanding during the period.  Diluted loss 
per common share after the assumed conversion of potential common shares 
(warrants, stock options and convertible debt) was not presented because the 
effect of such conversions would be antidilutive. Prior period amounts for net 
loss per common share were recomputed in accordance with FASB Statement 128. 





                                    9


















<PAGE>

PART I.  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
                  CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the
Company's consolidated financial statements appearing elsewhere in this
report.

General Operations
------------------
     Clariti Telecommunications International, Ltd. ("Clariti" or "the 
Company") is pursuing a business strategy of bringing innovative, affordable, 
wireless telecommunications products and services to markets worldwide. Clariti
is currently developing the world's first low-cost Digital Voice Paging System 
for use on FM radio frequencies based on the Company's patent pending 
technology.

Recent Developments
-------------------
     On November 6, 1998, the Company entered into a Share Exchange Agreement 
with GlobalFirst Holdings, Ltd. ("GlobalFirst") and a group of international 
investors represented by Chadwell Hall Holdings, Ltd. ("CHH").  Under the terms
of the Share Exchange Agreement, the Company will acquire 100% of the 
outstanding capital stock of GlobalFirst from shareholders of GlobalFirst, and 
in return the Company will issue to such shareholders or their designees 
76,571,500 shares of the Company's restricted common stock.  Pursuant to the 
terms of the Share Exchange Agreement, the Company's board of directors elected
the Lord Simon Clanmorris to serve as a director on the Company's board of 
directors.  The Lord Clanmorris is president of GlobalFirst and a former 
chairman of Interoute Telecommunications Group UK, a major European telecom 
provider.  In connection with the Share Exchange Agreement, the Company will be
required to obtain consent from a majority of its shares to increase the number
of the Company's authorized shares of common stock. 

     GlobalFirst has operating subsidiaries and businesses located throughout 
Europe involved with business and residential telecom services including 
transatlantic fiber optic voice and data transmission (through its virtual 
private telecom network), prepaid mobile phones, prepaid phone cards and 
personal communication offices ("PCO's").  GlobalFirst's current operations are
generating revenue at an annualized rate of approximately $100 million.  The 
combined companies will continue to be known as Clariti Telecommunications 
International, Ltd.  Closing of the Share Exchange Agreement is scheduled for 
December 15, 1998.  Financial statements for GlobalFirst are not currently 
available.  However, the Company expects to file a Form 8-K with required 
financial statements and pro forma financial information within time 
constraints stipulated by the Securities and Exchange Commission.

     The Share Exchange Agreement also provides that CHH or its designees will 
purchase an additional 11,428,500 shares of the Company's restricted common 
stock for $20 million cash.  As of November 6, 1998, the Company had received 
$9.15 million of this amount.  The terms of the Share Exchange Agreement 
require the remaining $10.85 million to be received by the Company upon 
closing of the Share Exchange Agreement.



                                    10


<PAGE>

Year 2000
---------
     In the past a number of computer software programs were written using two 
digits rather than four digits to determine the applicable year.  As a result, 
date-sensitive computer software may recognize a date using "00" as the year 
1900 rather than the year 2000.  This could result in major system failures or 
miscalculations, and is generally referred to as the "Year 2000" problem.  
Management believes that all Company systems are Year 2000 compliant.  In
particular, the software being developed for use in the Company's Digital Voice
Paging System has been designed specifically to be Year 2000 compliant.

     The Company also plans to assess the readiness of its significant vendors 
and financial institutions for the Year 2000 issue.  Contingency plans will be 
developed in the event that business-critical vendors and financial 
institutions do not provide the Company with satisfactory evidence of their 
readiness to handle Year 2000 issues.

     The Company does not believe the costs related to Year 2000 compliance, 
including the costs relating to assessing the Year 2000 readiness of vendors 
and financial institutions, will be material to its financial position or 
results of operations.  However, such costs are based on management's best 
estimates.  Unanticipated failures by critical vendors and financial 
institutions as well as failure by the Company to satisfactorily execute its 
own compliance could have a material adverse effect on the Company's financial 
position and results of operations.  As a result, there can be no assurance 
that these forward-looking estimates will be achieved and the actual cost and 
vendor compliance could differ materially from those plans, resulting in 
material financial risk.

Three Months Ended September 30, 1998
v. Three Months Ended September 30, 1997
----------------------------------------
Results of Operations

     For the three months ended September 30, 1998 ("Fiscal 1Q99"), the Company
incurred a net loss of $1,366 thousand on no revenues compared to a net loss of
$1,153 thousand on no revenues for the three months ended September 30, 1997 
("Fiscal 1Q98"), an increase in the net loss of $213 thousand.  Factors 
contributing to the increase in the net loss are described in the following 
paragraphs.

     For Fiscal 1Q99, officers' compensation was $291 thousand as compared to
$231 thousand for Fiscal 1Q98, an increase of $60 thousand, or 26%.  The 
increase was due to the addition of a President of the Company who was hired in
October 1997 and regularly scheduled salary increases for existing officers.  
Other salaries and payroll costs increased $50 thousand, or 93%, from $54 
thousand in Fiscal 1Q98 to $104 thousand in Fiscal 1Q99.  This increase was due
to the addition of several new employees in support of the Company's 
development of its Digital Voice Paging System.

     For Fiscal 1Q99, consulting fees were $235 thousand as compared to 
$177 thousand for Fiscal 1Q98, an increase of $58 thousand, or 33%.  The 
increase was primarily due to amortization of prepaid consulting fees incurred 
during Fiscal 1Q99 partially offset by lower fees paid to consultants and 
investment bankers who assisted the Company in raising equity capital.  Travel 


                                    11
<PAGE>

expenses increased $66 thousand, or 80%, from $83 thousand in Fiscal 1Q98 to 
$149 thousand in Fiscal 1Q99.  This increase was largely due to greater 
overseas travel for the purpose of developing joint venture relationships with 
local companies in specified target areas. Interest income decreased $9 
thousand, or 43%, from $21 thousand in Fiscal 1Q98 to $12 thousand in Fiscal 
1Q99.  This decrease is due to lower average cash balances available for 
investment during Fiscal 1Q99.

     The expense increases described above were partially offset by lower 
professional fees.  For Fiscal 1Q99, professional fees were $56 thousand as 
compared to $100 thousand for Fiscal 1Q98, a decrease of $44 thousand or 44%.  
The decrease resulted from lower legal fees incurred to the Company's 
securities counsel and corporate counsel. 

Liquidity and Capital Resources

     At September 30, 1998, the Company had a working capital deficit of $198 
thousand (including a cash balance of $419 thousand) as compared to working 
capital of $1,034 thousand (including a cash balance of $1,391 thousand) at 
June 30, 1998.  The working capital decrease of $1,232 thousand largely 
reflects the use of cash in operations during Fiscal 1Q99.

     As of November 6, 1998, the Company maintained a cash balance of $8,241 
thousand.  The increase of $7,822 thousand since September 30, 1998 is due to 
the receipt of $9,150 thousand in connection with the Share Exchange Agreement 
described above.  Management believes that these funds will enable the Company 
to complete the process of developing of its Digital Voice Paging System. 
Management is aware however that additional funding will be required to launch 
the Digital Voice Paging System in specified target markets.  There can be no 
assurances that such funding will be generated or available, or if available, 
on terms acceptable to the Company.  In addition, management is aware that 
there can be no assurances that the Digital Voice Paging System will be 
developed into a commercially successful business.  Finally, there can be no 
assurance that the Company will complete its acquisition of GlobalFirst or, if 
the acquisition is completed that the Company will be able to successfully 
integrate the operations of the Company and GlobalFirst.



                                     12


















<PAGE>     

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings

                    Reference is made to the Registrant's Annual Report on
                    Form 10-KSB for the period ended June 30, 1998.

          Item 2.   Changes in Securities

                    None

          Item 3.   Defaults Upon Senior Securities

                    None

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

                    None

          Item 5.   Other Events

                    None

          Item 6.   Exhibits and Reports on Form 8-K 
                    
                    None
 
                    Exhibit - 27.  Financial Data Schedule

























                                      13




<PAGE>                    
                                SIGNATURES

Pursuant to the requirements 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.

Dated:  February 2, 1999



                           CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD.
                                  (REGISTRANT)



                                   By:  s/James M. Boyd, Jr.
                                        --------------------
                                        James M. Boyd, Jr.
                                        Vice President of Finance
                                        and Chief Accounting Officer



































                                     14