SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-KSB

[X] Annual report pursuant to Section 13 or 15(d) of The Securities Exchange Act
                                     of 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

    [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act

                        Commission File Number 333-53050

                                  TEL-ONE, INC.
             (Exact Name of Registrant as Specified in its Charter)

          FLORIDA                       4813                     59-3680738
 (State of Incorporation)    (Primary Standard Industrial    (I.R.S. Employer)
                              Classification Code Number)    Identification No.)

                            5414 WEST CRENSHAW STREET
                              TAMPA, FLORIDA 33634
                 TELEPHONE: (813) 496-1149 - FAX: (813) 243-0777
          (Address and Telephone Number of Principal Executive Offices)

        SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE

   Securities registered pursuant to Section 12 (g) of the Act: Common Stock,
                                   $.0001 par

Check whether the issuer (1) filed all reports required to be filed by Section
13 of 15(d) of the Exchange Act during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Issuer's revenues for the fiscal year ended December 31, 2001 were $238,645.00.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.

The aggregate market value of the voting stock held by non-affiliates of the
Issuer as of March 8, 2002 was approximately $2,912,978.

As of March 15, 2002, 10,300,000 shares of the Issuer's Common Stock, par value
$0.001 per share, were outstanding.


Transitional Small Business Disclosure Format (check one): Yes No X .


                                        1
<PAGE>
                                TABLE OF CONTENTS

PART I                                                                      Page
ITEM 1. DESCRIPTION OF BUSINESS                                                4

Overview                                                                       4
Telecommunications Industry                                                    4
Tel-One Products                                                               4
Product Use                                                                    4
Services                                                                       5
Compeition                                                                     6

ITEM 2. DESCRIPTION OF PROPERTY                                                6

ITEM 3. LEGAL PROCEEDINGS                                                      6

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    7

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS               7

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              8

ITEM 7. FINANCIAL STATEMENTS                                                  12


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING  AND FINANCIAL DISCLOSURE                                  30

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT            31

ITEM 10. EXECUTIVE COMPENSATION                                               33

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT                                                       34

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       35

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                     36

SIGNATURES                                                                    37


                                        2
<PAGE>
CAUTIONARY STATEMENT. Statements contained herein that are not based on
historical fact, including without limitation, statements containing the words
"believes," "may," "will," "estimate," "continue," "anticipates," "intends,"
"expects" and words of similar import, constitute "forward-looking statements."
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions, both nationally
and in the regions in which The Bauer Partnership, Inc. ("us" or "Bauer")
operates; competition; changes in our business strategy or development plans;
our ability to attract capital for development; the ability to attract and
retain qualified personnel; existing governmental regulations and changes in, or
the failure to comply with, governmental regulations; liability and other claims
asserted against us; and other factors referenced in our filings with the
Securities and Exchange Commission.

GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
SUCH FORWARD-LOOKING STATEMENTS.

We disclaim any obligation to update information concerning any such factors or
to publicly announce the result of any revisions to any of the forward-looking
statements contained in this report to reflect future results, events or
developments.


                                        3
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

The following discussion should be read in conjunction with the financial
statements and related notes that are included elsewhere in this report.
Statements made below which are not historical in facts are forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions,
competition and our ability to market our product.


                                    OVERVIEW
                                    --------

Tel-One was formed to provide technical expertise on advanced telecommunication
projects and plans for multi-location companies, including Fortune 2000 type
organizations, and state and federal governments. The Company's core business is
categorized into four business sectors which include, Telephony Project
Management services, Advanced Video Conferencing Applications (Tele-Medicine),
Enterprise Solutions for Voice over Internet Protocol (VoIP), and Contact Center
Call Routing. The Company provides products and technical services for telecom
projects and applications throughout the country at client locations.

The focus and purpose of the Company continues to be to provide
telecommunications products and management services to the health care industry
and combined voice and data systems and services to businesses and state and
federal government agencies at a profit. Aside from sales and marketing directly
to commercial establishments, we respond to federal, state and county government
"bids and contracts" for telecommunications project management services.

                           TELECOMMUNICATIONS INDUSTRY
                           ---------------------------

The telecommunications industry has expanded during the 1990's to include
several new emerging technologies like the internet, wireless service, video
conferencing and local telephone service providers. Our focus will be to develop
two segments of the telecommunications industry, 1.) health care
telecommunications products and 2.) combined voice and data systems.

                                TEL-ONE PRODUCTS
                                ----------------

Tel-One focuses on establishing distribution agreements with telecommunications
manufacturers in order to become an authorized dealer of their products. Tel-One
aims to target telecommunications products to health care providers, commercial
businesses, and government agencies.

The Company has entered into distribution and resell agreements with Polycom and
Genesys Telecommunications Laboratories, Inc. for videoconferencing and contact
center software respectively. In addition, the Company has distribution access
for Nortel Networks BCM products for Voice over IP (VoIP) systems and 3COM NBX
systems. The Company can secure other common telecom products from wholesale
distribution channels or directly from the manufacturer.

In the future Tel-One may expand its authorized dealer status to other
manufacturers as customer demand increases or requests for an alternate
manufacturers' product is made.

                                   PRODUCT USE
                                   -----------

Advanced  Videoconferencing Applications:     Tel-One actively markets and sells
-----------------------------------------
advanced video conferencing systems specifically designed for the health care
industry. Health care institutions are securing advanced video conferencing
systems for their medical staff to conduct patient consultations, diagnostic
exams and patient interviews. Health care video conferencing systems are also
used for continuing medical education, medical training and
physician-to-physician consultations. This form of video conferencing is
commonly known as "Tele-Medicine".


                                        4
<PAGE>
Combined  Voice  and  Data  Systems:  This type of system represents an emerging
------------------------------------
technology in which voice communications are delivered over networks
traditionally used for sending data. This form of voice communications is
commonly called "voice over internet protocol", which is commonly abbreviated as
"VoIP". This new method of voice communications provides companies that operate
offices in different locations or cities greater efficiencies in voice
communications over established data networks and without the costs associated
with long distance charges.

Contact  Center  Call  Routing:  Contact Center Call Routing software is used by
-------------------------------
enterprises for maximizing the most effective was to receive interactive voice
and data contacts from their current or new customers. The software integrates
customer database information into communication systems to route customer calls
to the appropriate department or agent. Large enterprises have recognized that
Customer Relationship Management (CRM) is a key factor in sustaining and growing
a satisfied base for repeat business. Contact center call routing software links
to CRM reports to measure customer satisfaction and department effectiveness.

                                TEL-ONE SERVICES
                                ----------------

Tel-One aims to offer telecommunications services in the areas of management and
technical support. These services are intended to generate revenue for Tel-One
and will be accounted separately from other revenue generating activities like
product sales. The experience level of Tel-One's management, coupled with the
experienced qualifications of intended new hires, is similar to professional
services like that of certified public accountants, attorneys or civil
engineers. Accordingly, time spent and Company resources used on client projects
will be charged to the customer.

Telecommunications Management Services: Tel-One's management telecommunication
expertise in the areas of system application, system design and system
implementation will be provided to customers on a professional fee basis.
Customer projects will vary from a simple single site application to complex
system integration requiring nation wide implementation.

Technical Services: Tel-One intends to provide technical support and guidance
for system installation, implementation and end user training. Tel-One's aim is
to provide service technicians for programming and installation of
telecommunication systems and other technical assignments like equipment repair
service. Tel-One intends to charge customers for technical services provided on
a per project or service call basis

The Company has been and will continue to develop and market its services
throughout the United States. There are currently no plans to market outside the
United States.

The Company does not expect to incur any material costs in complying with
environmental laws.

At December 31, 2001, the Company had a total of 16 full time employees,
including members of management. None of our employees are members of a union
and we believe we have a good relationship with our employees.

                                   COMPETITION

     Tel-One believes that the principal competitive factors in the
telecommunications industry include the ability to identify and respond to
customer needs, quality and breadth of service offerings, price and technical
expertise. Tel-One's ability to compete also depends in part on a number of
competitive factors out of Tel-One's control, including the ability to hire and
retain employees, the development by others of products and services that are
competitive with Tel-One's products and services, the price at which others
offer comparable products and services and the extent of Tel-One's competitors'
responsiveness to customer needs. There can be no assurance that Tel-One will be
able to continue to compete successfully with existing competitors or with new
competitors.

     The telecommunications industry is highly competitive, ranging in size from
single person companies to national companies like as Verizon, Sprint, Nor-tel,
and MCI Worldcom. Companies that provide products and services to end-users can
be categorized as manufacturers, value-added resellers and equipment vendors or
interconnect companies.


                                        5
<PAGE>
     Interconnect companies commonly have obtained distribution agreements with
manufacturers to provide products in a restricted geographic territory or
nationwide. Most interconnects employ personnel for administration, sales and
technical duties. Recently, the local and long distance service providers like
MCI and Pac-Tel West have entered the telecommunication product sales market.
They also have obtained distribution agreements with manufacturers just like
interconnect companies have.

     Some manufacturers provide products and services directly to end users. In
addition to manufacturing they employ personnel to generate sale orders and
provide technical support directly to high volume customers. Nearly all
manufacturers who provide direct sales to end-users also maintain authorized
dealers to sell and support products to customers other then high volume ones.

     Value-added resellers are companies who have developed a specialty or
enhancement to a product or service beyond the original design or application of
the manufacturer's product. Like interconnect companies, they employ
administration, sale and highly skilled technical staff to conduct business
operations. Also like interconnects, value-added resellers range from small to
large organizations.

Tel-One plans to compete in the interconnect market to provide product and
services to customers.

Other companies are engaged in telecommunications industry. Many of these
companies have substantially greater financial, technical and human resources
than the Company and may be better equipped to develop, manufacture and market
their technologies.


ITEM  2.  DESCRIPTION  OF  PROPERTY.

The Company leases approximately 4,000 square feet of office space in Tampa,
Florida pursuant to a lease that expires March 31, 2002 at an annual rental of
$34,308.  The lease has expired and renewed for an additional one year period.

The Company maintains a sales office in Melville, New York at an annual rental
of approximately $32,400 per year, which includes all utilities, and applicable
taxes.  The rent terms are three months each with automatic renewals unless
terminated by agreement of the parties to the lease.

For the year of 2001, the Company maintained a sales office in Boca-Raton,
Florida at an annual rental of approximately $15,816.  Effective March 1, 2002,
the company terminated the lease.

For the fiscal year 2001 for the above leases, the total monthly base rent under
these leases has been $6,877.

In January of 2002, the Company opened an new sales office in Irving, Texas.
The base rent plus taxes and fees is approximately $1,366 per month.

ITEM 3. LEGAL PROCEEDINGS.

On January 22, 2002, the Securities and Exchange Commission filed a civil
complaint and obtained a temporary restraining order in the united States
District Court in Tampa, Florida against Tel-One, Inc., George Carapella, Alan
S. Lipstein, W. Kris Brown, Media Broadcast Solutions, inc., George Lafauci,
Carapell Capital Corp. and Atlas Global Ventures Corp. alleging violations of
Section(s) 17(a)(1) of the Securities Act, 15 U.S.C. Sec. 77q(a)(1), Sections
17(a)(2) and 17(a)(3) of the Securities Act, 15 U.S.C. Sec.Sec. 77(q)(a)(2) and
77(q)(a)(3)., and Section 10(b) of the Exchange Act, 15 U.S.C. Sec. 78j(b), and
Rule 10b-5, 17 C.F.R. Sec. 240.10b-5, thereunder.

The relief sought from the Securities and Exchange Commission includes
disgorgement, civil penalties, asset freeze, accounting, records preservation
and expedited discovery.

On January 24, 2002, the Commission agreed to modify the temporary restraining
order by modifying the asset freeze order thereby allowing Tel-One to operate
during the pendency of the litigation.

In February, 2002 the Company was named in a trademark infringement suit
relating to the name "Tel-One". The Company had filed its application for a


                                        6
<PAGE>
federal trademark with the United States Patent and Trademark Office in December
27, 2000. The company is exploring a name change in an effort to avoid
protracted and potentially expensive litigation.

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

None

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS


The following table sets forth the range of high and low bid quotations per
share of the Common Stock (symbol TLON.OB) for the periods indicated as reported
by the OTC Bulletin Board.  The following table sets forth the high and low
price for our common stock on the OTCBB. The following table represents the
range of the high and low bid prices of our stock as reported by the NASDAQ
Trading and Market Services for each fiscal quarter for the last two fiscal
years ending December 31, 2000 and 2001, respectively.  These quotations reflect
interdealer prices, without retail mark-up, markdown or commission, and may not
represent actual transactions.

                                 Range of High and Low Bid Prices
                                 --------------------------------
                                       2001             2000
                                       ----             ----

          First Quarter            N/A                  N/A
          Second Quarter           N/A                  N/A
          Third Quarter            N/A                  N/A
          Fourth Quarter           2.00 - 6.00          N/A

Of the 10,300,000 shares of common stock outstanding, 7,000,000 shares are
currently subject to the resale restrictions and limitations of Rule 144. In
general, under Rule 144 as currently in effect, subject to the satisfaction of
certain other conditions, a person, including an affiliate, or persons whose
shares are aggregated with affiliates, who has owned restricted shares of common
stock beneficially for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed 1% of the total
number of outstanding shares of the same class. In the event the shares are sold
on an exchange or are reported on the automated quotation system of a registered
securities association, you could sell during any three-month period the greater
of such 1% amount or the average weekly trading volume as reported for the four
calendar weeks preceding the date on which notice of your sale is filed with the
SEC. Sales under Rule 144 are also subject to certain manner of sale provisions,
notice requirements and the availability of current public information about us.
A person who has not been an affiliate for at least the three months immediately
preceding the sale and who has beneficially owned shares of common stock for at
least two years is entitled to sell such shares under Rule 144 without regard to
any of the limitations described above.


HOLDERS

On December 31, 2001 there were estimated 2,058 holders of the Company's common
stock.

DIVIDEND POLICY

We have not paid cash dividends on our common stock and do not intend to pay any
cash dividends in the foreseeable future.


                                        7
<PAGE>
We have authorized a total of 100,000,000 shares of our common stock, $0.0001
par value per share. As of March 15, 2002, we had a total of 10,300,000 shares
of our common stock issued and outstanding.  Management controls approximately
40.6% of our outstanding shares.

DIVIDENDS

We have not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Tel-One's significant accounting policies are more fully described in Note A to
the financial statements. However, certain accounting policies are particularly
important to the portrayal of the Tel-One's financial position and results of
operations and require the application of significant judgment by our
management; as a result they are subject to an inherent degree of uncertainty.
In applying these policies, Tel-One's management uses their judgment to
determine the appropriate assumptions to be used in the determination of certain
estimates. Those estimates are based on our historical operations, terms of
existing contracts, our observance of trends in the industry, information
provided by our customers and information available from other outside sources,
as appropriate. Our significant accounting policies include:

-    Revenue Recognition. Revenue from contracts is recognized on a completed
     contract method. Under the completed contract method, costs of contracts in
     process and current billings are accumulated, and no interim charges or
     credits are made to income other than provision for losses. A contract is
     considered substantially completed if remaining costs are not significant
     in amount. Tel-One does not allocate general and administrative expenses to
     its contracts in progress.

-    Allowance for Uncollectible and Accounts Receivable. We estimate and
     provide an allowance for uncollectible accounts based on analysis and age
     of our open accounts, our experience with the particular customer, our own
     historical experience with bad debts, as well as other information obtained
     from outside sources.

-    Long-lived assets. We depreciate property and equipment and amortize
     patents over the respective asset's estimated useful life. We determine the
     useful lives of each asset based of how long we determine the asset will
     generate revenue or has a useful economic life. We review the remaining
     useful life of our assets annually to ascertain that our estimate is still
     valid. If we determine the useful lives have materially changed, we either
     change the useful life of the assets or we may write the asset off
     completely if we determine the asset has exhausted its useful life.

-    Income Taxes. As part of the process of preparing our financial statements,
     we are required to estimate our income taxes. This process involves
     estimating our actual current tax exposure together with assessing
     temporary differences resulting from differing treatment of specific items,
     such as depreciation, allowance for uncollectible accounts receivable and
     others. These differences result in deferred tax assets and liabilities. We
     then assess the likelihood that our deferred tax assets will be recovered
     from future taxable income, and to the extent we believe that recovery is
     not likely, we must establish a valuation allowance. To the extent we
     establish a valuation allowance or increase the allowance in a period, we
     must include an expense within the tax provision in the statement of
     operations. To date, we have recorded a valuation allowance of $115,200 for
     the entire amount of our deferred tax assets due to the uncertainty of our
     ability to utilize them. In the event that actual results differ from these
     estimates or we adjust these estimates in future periods, we may need to
     establish or adjust an additional valuation allowance which could
     materially impact our financial position and results of operations.


                                        8
<PAGE>
CAUTIONARY STATEMENT. STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
DOCUMENT THAT ARE NOT BASED ON HISTORICAL FACT ARE "FORWARD-LOOKING STATEMENTS".
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "BELIEVE", "INTENDS", "MAY", "WILL", "EXPECTS", "ESTIMATE",
"ANTICIPATE", "CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE
NEGATIVE OF THOSE TERMS.

OVERVIEW

Tel-One, Inc. (hereafter, the "Company" or "TLON") was formed in November, 2000,
to provide telecommunication services and products from its offices and
representatives in Florida, Texas and New York.

We established our business presence in Tampa, Florida, with the opening of an
office at 5414 West Crenshaw Street, Tampa Florida 33634. This office has become
the Company's headquarters.

We continue to be in the development stage. During the year ended December 31,
2001, we incurred an operating loss of $610,960 as compared to an operating loss
of $3,586 for the year ended December 31, 2000. The increased loss is primarily
due to an increase in our marketing efforts, the recognition of salaries payable
to management and staff and additional operating and administrative
expenditures. Since inception (November, 2000) we have incurred an operating
loss of $614,546.  Revenues were generated for the first time since inception
during the year ended December 31, 2001. Revenues totaled $238,644.  To date,
all of our revenues have come from the sale of telecommunications products and
services.

LIQUIDITY AND CAPITAL RESOURCES

On the date of this filing, Tel-One has very limited cash resources with no
long-term debt, and As of December 31, 2001, the Company's working capital was
$<5,248>.

As reflected in our December 31, 2001 balance sheet, we have minimal cash on
hand and negative working capital. The Company's operations are not generating
sufficient cash to maintain its present operations. At year end, December 31,
2001 we had 16 employees in our Tampa, Boca-Raton and Melville offices, which
includes the President and Chief Executive Officer and Secretary and Chief
Operating Officer. Projected annual salaries are an aggregate of $1,298,995
which is based on the current headcount with no additional hiring of personnel.
Our projected annual rent for the next twelve months for all our office
locations is approximately $98,920.  Professional fees should be significantly
lower than prior years since we have completed the registration process with the
Securities and Exchange Commission. Projected annual professional fees are
$100,000 based on the Company maintaining reporting compliance. Travel in the
past was necessary to develop the Boca-Raton and Melville offices.  Since these
locations are now operational, travel will be reduced and limited primarily as a
monitoring tool. Projected annual travel expense is $13,140.  During the year we
increased our marketing activity in an effort to generate more sales. Projected
marketing costs for the next twelve months are $33,600. The Company is also
reviewing all non essential activities and expenditures and fixed costs such as
line rentals, office leases, salaries and consulting fees and will be
aggressively curtailing these items to assist in reducing the cash used in
operating activities.

The Company anticipates that its cash on hand, the monthly revenue from
increased contracts, will not be sufficient to meet the Company's working
capital and planned capital expenditure requirements through 2002. Tel-One, Inc.
has significant capital needs, which to date has met through public and private
sales of its equity and loans.  Tel-One will continue to need substantial
infusions of capital which it expects to continue to fund primarily from private
sales of its equity and loans, or by a public offering of its equity or debt
securities.  The Company will require additional financing prior to the end of
2002 in order to maintain its current operations

The Company has no current arrangements with respect to any additional
financing. Consequently, there can be no assurance that any additional financing
will be available to the Company, on commercially reasonable terms, or at all.
The failure to obtain any needed financing would have a material adverse effect
on the Company, including causing a reduction in the Company's operations

Our New York operations has seen increased activity in the sale of technical
professional services.  The Company is also exploring areas of strategic
alliances with other organizations in an effort to better position itself in the
telecommunications market.


                                        9
<PAGE>
We anticipate that we will have to raise additional funds in the next twelve
months through debt and/or equity financing.  Our operations in New York have
required cash outlays to develop the necessary infrastructure for its
operations.  We do anticipate additional cash outlays in this area as the
Company relocates from temporary to permanent office space.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company is in the development stage, and its business is subject to all of
the risks inherent in the establishment of a new business enterprise. The
likelihood of success of the Company must be considered in light of the
problems, expenses, complications and delays frequently encountered in
connection with the formation of a new business, the development of new
products, the competitive and regulatory environment in which the Company is
operating and the possibility that its activities will not result in the
development of any commercially viable products. There can be no assurance that
the Company's activities will ultimately result in the development of
commercially saleable or useful products.

NEED FOR FUTURE FINANCING.

The Company may be required to raise additional funds through public or private
financing for its research and development. There can be no assurance, however,
that the Company will be able to obtain additional financing on terms favorable
to it, if at all. If adequate funds are not available to satisfy short-term or
long-term capital requirements, the Company may be required to reduce
substantially, or eliminate, certain areas of its marketing and operating
activities, limit its operations significantly, or otherwise modify its business
strategy. The failure of the Company to obtain any other acceptable financing
would have a material adverse effect on the plans and operations of the Company.
Without additional financing, the Company would become unable to maintain its
current operations and would be unable to carry out its business plan. The
Company has no current understandings or commitments to obtain any additional
financing from the sale of its securities or otherwise. Additional financing
from the sale of its securities may result in dilution of the Company's then
current stockholders.

DEPENDENCE UPON A KEY OFFICER; ATTRACTION AND RETENTION OF KEY PERSONNEL.

The business of the Company is highly dependent upon the active participation of
its founder and Chief Executive Officer, W. Kris Brown, age 48. The loss or
unavailability to the Company of Mr. Brown would have a material adverse effect
on the Company's business prospects and potential earning capacity. The
recruitment of skilled personnel is critical to the Company's success. There can
be no assurance that it will be able to continue to attract and retain such
personnel in the future. In addition, the Company's expansion into areas and
activities requiring additional expertise and marketing of the Company's
products is expected to place increased demands upon the Company's financial
resources and corporate structure. The Company expects to satisfy such demands,
if they arise, through the hiring of additional management personnel and the
development of additional expertise by existing management.

COMPETITION  STATEMENT.

The  telecommunications  industry  is  highly  competitive, ranging in size from
single person companies to national companies like Verizon, Sprint, Nor-tel, and
MCI  Worldcom.  Companies that provide products and services to end-users can be
categorized  as  manufactureres,  value added resellers and equipment vendors or
interconnect  companies.

Value-added  resellers  are  companies  who  have  developed  a  specialty  or
enhancement to a product or service beyond the original design or application of
the  manufacturer's  product.  Like  interconnect  companies,  they  employ
administration,  sales,  and  highly skilled technical staff to conduct business
operations.  Also  like interconnects, value-added resellers range from small to
large  organizations.

Interconnect  companies  commonly  have  obtained  distribution  agreements with
manufacturers  to  provide  products  in  a  restricted  geographic territory or
nationwide.  Most  interconnects  employ personnel for administration, sales and
technical  duties.  Recently, the local and long distance service providers like
MCI  and  Pac-Tel  West have entered the telecommunication product sales market.
They  also  have  obtained  distribution agreements with manufacturers just like
interconnect  companies  have.


                                       10
<PAGE>
Some  manufacturers  provide  products  and  services directly to end users.  In
addition  to  manufacturing  they  employ  personnel to generate sale orders and
provide  technical  support  directly  to  high  volume  customers.  Nearly  all
manufacturers  who  provide  direct  sales to end-users also maintain authorized
dealers  to  sell and support products to customers other then high volume ones.

As  voice  and  data  systems  converge  into a single system, the most imposing
competitive factor facing Tel-One is data project management companies.  Tel-One
expects  the voice and data convergence will take several years to develop.  The
Company  believes  it  will  make  adjustments  to effectively compete with data
project  management  companies  in  a  changing  environment.


                                       11
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

The  accompanying  financial statements are stated in U.S. dollars and have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America,  and  in accordance with Item 201 of Regulation SB.
These financial statements are filed as part of Tel-One's annual report filed on
Form  10-KSB.

INDEX  TO  FINANCIAL  STATEMENTS
--------------------------------

                                                                           PAGE
                                                                          ------
Independent Auditors' Report                                               F-1

Balance sheets as of December 31, 2001 and 2000                            F-2

Statements of operations for the year ended December 31, 2001 and for the
period from November 3, 2000 (inception) to December 31, 2000              F-3

Statements of cash flows for the year ended December 31, 2001 and for the
period from November 3, 2000 (inception) to December 31, 2000              F-4

Statements of stockholders' equity for the year ended December 31, 2001
and for the period from November 3, 2000 (inception) to December 31, 2000  F-5

Notes to Financial Statements                                              F-6


                                       12
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors and Stockholders
Tel-One, Inc.
Tampa, Florida

We have audited the accompanying balance sheets of Tel-One, Inc., (a development
stage  company)  as of December 31, 2001 and 2000, and the related statements of
operations,  cash flows and stockholders' equity for the year ended December 31,
2001,  and  for the period from November 3, 2000 (date of inception) to December
31,  2000.  These  financial  statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Tel-One, Inc. at December 31,
2001  and  2000  and  the  result  of  its operations and its cash flows for the
periods  then  ended in conformity with accounting principles generally accepted
in  the  United  States  of  America.

As  discussed  in  Note A, Tel-One, Inc. has been in the development stage since
its inception on November 3, 2000.  Realization of a major portion of the assets
is  dependent  upon Tel-One's ability to meet its future financing requirements,
and  the  success  of  future operations.  These factors raise substantial doubt
about  Tel-One's  ability  to  continue  as  a  going  concern.

/s/ Baumann, Raymondo & Company, P.A.

BAUMANN, RAYMONDO & COMPANY, P.A.
Tampa, Florida
March 22, 2002


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                                          TEL-ONE, INC.
                                   (A DEVELOPMENT STAGE COMPANY)
                                          BALANCE SHEETS
                                  AS OF DECEMBER 31, 2001 AND 2000

                                              ASSETS

                                                                   2001               2000
                                                             -----------------  -----------------
<S>                                                          <C>                <C>
CURRENT ASSETS
    Cash                                                     $         32,149   $            989
    Accounts receivable, net of allowance of $6,565                    77,835                  -
    Loan receivable - related party                                    13,004                  -
    Inventory                                                          73,956                  -
    Prepaid expenses and other assets                                   8,927                  -
                                                             -----------------  -----------------
              Total current assets                                    205,871                989
                                                             -----------------  -----------------

FURNITURE AND EQUIPMENT, net of
    accumulated depreciation of $928                                    9,210                  -
                                                             -----------------  -----------------

OTHER ASSETS
    Deposits                                                            6,139                  -
    Deferred offering costs                                                 -             14,809
                                                             -----------------  -----------------
             Total other assets                                         6,139             14,809
                                                             -----------------  -----------------

        TOTAL ASSETS                                         $        221,220   $         15,798
                                                             =================  =================

                            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
--------------------
    Accounts payable                                         $        151,112   $         14,809
    Accrued salaries                                                   47,723                  -
    Other accrued expenses                                             12,284                  -
                                                             -----------------  -----------------
             Total current liabilities                                211,119             14,809
                                                             -----------------  -----------------

STOCKHOLDERS' EQUITY
    Common stock, $.0001 par value, 100,000,000 shares
    authorized, 10,300,000 and 10,000,000 shares issued and
    outstanding at December 31, 2001 and 2000, respectively             1,030              1,000
    Additional paid-in capital                                        956,717            365,594
    Contract receivable for stock issued                             (335,339)          (362,019)
    Retained deficit                                                 (612,307)            (3,586)
                                                             -----------------  -----------------
             Total stockholders' equity                                10,101                989
                                                             -----------------  -----------------

  TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                       $        221,220   $         15,798
                                                             =================  =================
</TABLE>

                             Read independent auditors' report.

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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
            FOR THE YEAR ENDED DECEMBER 31, 2001 AND FOR THE PERIOD
                NOVEMBER 3, 2000 (INCEPTION) TO DECEMBER 31, 2000

                                             2001                  2000
                                      -------------------  --------------------
<S>                                   <C>                  <C>
REVENUES                              $          238,644   $                 -

COST OF REVENUES                                 133,705                     -
                                      -------------------  --------------------

GROSS PROFIT                                     104,939                     -
                                      -------------------  --------------------

OPERATING EXPENSES
    Advertising                                   34,890                     -
    Insurance                                     20,696                     -
    Legal and professional fees                   26,206                 1,075
    Rent                                          34,374                     -
    Salaries and benefits                        457,327                     -
    Seminars                                      16,097                     -
    Taxes and licenses                            31,044                     -
    Administrative expenses                       95,265                 2,511
                                      -------------------  --------------------
           Total operating expenses              715,899                 3,586
                                      -------------------  --------------------

(LOSS) FROM OPERATIONS                          (610,960)               (3,586)

OTHER INCOME
     Interest and other income                     2,239                     -
                                      -------------------  --------------------
NET (LOSS)                            $         (608,721)  $            (3,586)
                                      ===================  ====================

LOSS PER COMMON SHARE
      Basic                           $            (0.06)  $             (0.00)
                                      ===================  ====================

      Fully diluted                   $            (0.06)  $             (0.00)
                                      ===================  ====================

WEIGHTED AVERAGE NUMBER
OF
COMMON SHARES OUTSTANDING
      Basic                                   10,107,671             9,655,172
                                      ===================  ====================

      Fully diluted                           10,107,671             9,655,172
                                      ===================  ====================
</TABLE>

                       Read independent auditors' report.

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


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                               TEL-ONE, INC.
                                       (A DEVELOPMENT STAGE COMPANY)
                                         STATEMENTS OF CASH FLOWS
                         FOR THE YEAR ENDED DECEMBER 31, 2001 AND FOR THE PERIOD
                            NOVEMBER 3, 2000 (INCEPTION) TO DECEMBER 31, 2000


                                                                         2001                2001
                                                                  -------------------  -----------------
<S>                                                               <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                                      $         (608,721)  $         (3,586)
                                                                  -------------------  -----------------
  Adjustments to reconcile net loss to cash (used)  in provided
  by operating activities:
     Amortization                                                                  -              2,500
     Allowance for bad debts                                                   6,595
     Depreciation                                                                928
     Donated services                                                         36,092                  -
  Decrease (increase) in current assets:
    Accounts receivable                                                      (84,430)                 -
    Inventory                                                                (73,956)                 -
    Prepaid expenses and other assets                                         (8,927)                 -
    Deposits                                                                  (6,139)
  Increase (decrease) in current liabilities:
     Accounts payable                                                        136,303             14,809
     Accrued salaries                                                         47,723                  -
     Other accrued expenses                                                   12,284                  -
                                                                  -------------------  -----------------
       Total adjustments                                                      66,473             17,309
                                                                  -------------------  -----------------
  Net cash (used) in provided by operating activities                       (542,248)            13,723
                                                                  -------------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                                     (10,138)                 -
                                                                  -------------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Deferred offering costs                                                 (32,271)           (14,809)
     Proceeds from stock sale                                                600,000                  -
     Loan from related party                                                 (13,004)
     Loan from stockholder                                                    57,200                  -
     Repayment of stockholder loan                                           (57,200)                 -
     Capital contribution                                                      2,141              2,075
     Collection of contract for stock sale                                    26,680                  -
                                                                  -------------------  -----------------
     Net cash provided by (used) in financing activities                     583,546            (12,734)
                                                                  -------------------  -----------------

 NET INCREASE IN CASH                                                         31,160                989

CASH, BEGINNING OF THE PERIOD                                                    989                  -
                                                                  -------------------  -----------------

CASH, END OF THE PERIOD                                           $           32,149   $            989
                                                                  ===================  =================
</TABLE>

                         Read  independent auditors' report.

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


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                                       TEL-ONE, INC.
                                               (A DEVELOPMENT STAGE COMPANY)
                                           STATEMENTS OF STOCKHOLDERS' EQUITY
                               FOR THE YEAR ENDED DECEMBER 31, 2001, AND FOR THE PERIOD
                                  NOVEMBER 3, 2000 (INCEPTION) TO DECEMBER 31, 2000

                                          COMMON STOCK          PAID-IN         RETAINED
                                       SHARES      AMOUNT       CAPITAL          DEFICIT           TOTAL
                                     ----------  -----------  ------------  -----------------  -------------
<S>                                  <C>         <C>          <C>           <C>                <C>
BALANCE, NOVEMBER 3,
2000 (INCEPTION)                              -  $         -  $         -   $              -   $          -

Common stock issued to
GLC Cara, Inc. in exchange for
organization efforts                  2,500,000          250        1,000                  -          1,250

Common stock issued to
SEB Capital, Inc. in exchange for
organization effort.                  2,500,000          250        1,000                  -          1,250

Common stock to issued to
Telecom Response, Inc. in
exchange for contract rights          5,000,000          500      361,519                  -        362,019

Contract receivable due for stock
issued                                        -            -            -                  -       (362,019)

Capital contributed by
stockholders                                  -            -        2,075                  -          2,075

Net loss for the period                       -            -            -             (3,586)        (3,586)
                                     ----------  -----------  ------------  -----------------  -------------
BALANCE,
    DECEMBER 31, 2000                10,000,000        1,000      365,594             (3,586)           989

Capital contribution by SEB
Capital, Inc., and GLC Cara, Inc.,
stockholders                                  -            -        2,141                  -          2,141

Donated services by Kris Brown
and Chuck Williams                            -            -       36,092                  -         36,092

Collection of contract receivable             -            -            -                  -         26,680

Common stock issued for cash            300,000           30      599,970                  -        600,000

Offering costs associated
with the sale of stock                        -            -   (   47,080)                 -        (47,080)

Net loss for the year                         -            -            -           (608,721)      (608,721)
                                     ----------  -----------  ------------  -----------------  -------------
BALANCE, DECEMBER   31,
2001                                 10,300,000  $    1,030   $   956,717   $       (612,307)  $1     0,101
                                     ==========  ===========  ============  =================  =============
</TABLE>

                       Read independent auditors' report.

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


                                       F-5
<PAGE>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

Tel-One,  Inc., a Florida corporation organized on November 3, 2000, ("Tel-One")
is  a  development stage company, and as such has devoted most of its efforts to
developing  its  business  plan,  issuing  common  stock,  raising  capital,
establishing  its  accounting  systems,  hiring  staff, and other administrative
functions.

Tel-One's  strategy  is  to  provide  quick,  efficient  and  affordable project
management  and technical services on complex telephony projects and plans, such
as  product  evaluations,  systems  and  network design, project implementation,
onsite  installation  services,  database  design and input, testing and quality
assurance  primarily to Fortune 2000 and other companies throughout the country.

Basis  of  Accounting
---------------------

Tel-One  maintains its financial records and financial statements on the accrual
basis  of  accounting.  The accrual basis of accounting provides for matching of
revenues  and  expenses.

Revenue  Recognition
--------------------

Revenue  from  contracts is recognized on a completed contract method. Under the
completed  contract  method,  costs of contracts in process and current billings
are accumulated, and no interim charges or credits are made to income other than
provision  for  losses.  A  contract  is  considered  substantially completed if
remaining costs are not significant in amount. Tel-One does not allocate general
and  administrative  expenses  to  its  contracts  in  progress.

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

For  purposes  of the statement of cash flows, Tel-One considers amounts held by
financial  institutions and short- term investments with an original maturity of
90  days  or  less  to  be  cash  and  cash  equivalents.

Accounts  Receivable
--------------------

Tel-One's  trade  accounts  receivable  result from the sale of its products and
services to private companies primarily located in West Central Florida. Tel-One
uses  the  allowance  method  to  account  for  uncollectible  accounts.

Inventory
---------

Inventory,  consisting  primarily  of  equipment  and supplies, is stated at the
lower  of  cost  (first-in,  first-out  method)  or  market.


                       Read independent auditor's report.

                                       F-6
<PAGE>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Furniture  and  Equipment
-------------------------

Furniture and equipment is recorded at original cost including expenditures that
substantially  increase  the  useful  lives of existing furniture and equipment.
Maintenance  and  repairs  are  charged  to  operations  as  incurred.

Depreciation  of  furniture  and  equipment  is  calculated  primarily using the
straight-line  method  based  on  the  respective assets' estimated useful lives
(office and computer equipment, 5 years; furniture and fixtures, 7 to 10 years).
Depreciation  expense  for the periods ended December 31, 2001 and 2000 amounted
to  $928  and  $0,  respectively.

Deferred  Offering  Costs
-------------------------

Deferred  offering  costs,  consisting  of  legal,  accounting  and  filing fees
relating the Tel-One's offering were capitalized in 2000 and subsequently offset
against  offering  proceeds  in  2001.

Advertising  Costs
------------------

Advertising costs, except for costs associated with direct-response advertising,
are  charged  to  operations  when  incurred.  The  costs  of  direct-response
advertising  are  capitalized  and amortized over the period during which future
benefits  are  expected  to  be  received.

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  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

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

Tel-One records its federal and state tax liability in accordance with Financial
Accounting Standards Board Statement No. 109 "Accounting for Income Taxes".  The
deferred  taxes  payable  are  recorded  for  temporary  differences between the
recognition  of  income  and  expenses for tax and financial reporting purposes,
using  current  tax  rates. Deferred assets and liabilities represent the future
tax  consequences  of  those  differences,  which  will  either  be  taxable  or
deductible  when  the  assets  and  liabilities  are  recovered  or  settled.

Concentration  of  Credit  Risk
-------------------------------

Financial  instruments,  which  potentially  expose Tel-One to concentrations of
credit  risk,  as  defined  by FASB Statement No. 105, Disclosure of Information
about  Financial  Instruments  with  Off-Balance  Sheet  Risk  and  Financial
Instruments  with  Concentration of Credit Risk, consist principally of contract
receivable  and  accounts  receivable.


                   Read independent auditors' report.

                                      F-7
<PAGE>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

CONCENTRATION  OF  CREDIT  RISK  (CONTINUED)
--------------------------------------------

Tel-One  purchased  the  rights to the contract receivable, net of cost, derived
from  the  fulfillment  of  services  and  product delivery required by contract
requirements  to  the  State  of Florida Government Centrex Contract. Tel-One is
exposed  to  credit  risk  relating  to  the  fulfillment and collection on this
contract.  Generally,  contracts with governmental entities have low credit risk
characteristics.

The  potential  for  loss  on  receivables with governmental entities is usually
minimal;  while credit limits, ongoing credit evaluation, and account monitoring
procedures  are  utilized  to  minimize  the  risk of loss on private companies.
Collateral  is  generally  not  required.

Tel-One  extends  credit  to  its customers in the normal course of business and
performs  ongoing  credit evaluations of its customers, maintaining an allowance
for potential credit losses. During the current periods, Tel-One did not sustain
any  losses  from  its  accounts  receivable.

Earnings  per  Share
--------------------

On  March  3, 1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standard  No. 128, Earnings Per Share, which provides for
the  calculation  of  Basic  and  Diluted earnings per share. Basic earnings per
share  includes  no  dilution  and  is  computed by dividing income available to
common  stockholders by the weighted average number of common shares outstanding
for  the  period.  Diluted  earnings per share reflect the potential dilution of
securities  that  could  share  in  the  earnings  of  the  entity.

NOTE  B  -  CONTRACT  RECEIVABLE

On  November  7,  2000,  Tel-One issued 5,000,000 shares of its $.0001 par value
common stock to Telecom Response, Inc., an unrelated entity, in exchange for the
rights  to  a  contract receivable, net of cost, derived from the fulfillment of
services  and  product  delivery  required  by  the  contract under the State of
Florida  Government Centrex Contract identified as contract number 730-030-99-1.

This  contract  commenced August 4, 1998 by and between the State of Florida and
Telecom  Response,  Inc.,  and has an initial term expiration date of January 1,
2003.

The  value  of  the contract rights was negotiated between the management of the
respective  companies.  Essentially,  the  value  was  determined  based  on the
present  value  of  the  projected  income  stream, net of costs, expected to be
received  under  the  contract  through  its  initial  expiration  date. Telecom
Response,  Inc.  has the responsibility to perform all services and make product
deliveries  to  the  State  of  Florida under the Centrex Contract on an ongoing
basis  as  those  services  and  products  are  required.


                       Read independent auditors' report.

                                       F-8
<PAGE>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  B  -  CONTRACT  RECEIVABLE  (CONTINUED)

During  the term of the agreement through January 1, 2003, Telecom Response will
invoice  for  these  services  and  products, and collect the resulting accounts
receivable  from  the  State  of  Florida.  Upon  collection of the receivables,
Telecom  Response,  Inc. will remit to Tel-One the amount of the collection, net
of  costs  and  expenses  as  contractually  agreed.  Amounts due to Tel-One are
settled  quarterly.  Tel-One will account for any difference received under this
arrangement  with Telecom Response, Inc. estimated at $362,019, as an adjustment
to  the  selling price of the underlying common shares, either as an increase or
decrease  in paid-in capital. During the years ended December 31, 2001 and 2000,
Tel-One  received  payments  of $26,680 and $0 respectively, from this contract.
Tel-One  recorded the transaction similar to a stock subscription; therefore the
amount  receivable  under  this  agreement  has  been  shown  as  a reduction of
stockholders'  equity.

In  connection with this transaction, George Carapella resigned as president and
secretary of Tel-One, Alan Lipstein resigned as director of Tel-One, and W. Kris
Brown  and  Chuck  Williams,  president  and  vice-president  strategic
planning/finance of Telecom Response, Inc., respectively, were elected president
and  secretary  of  Tel-One.

NOTE  C  -  LOAN  FROM  SHAREHOLDER

During  the  year  ended  December 31, 2001, the majority shareholder of Tel-One
made  advances to Tel-One totaling $57,200.   The indebtedness was not evidenced
by  an  interest bearing promissory note.  Tel-One repaid the loan in full using
proceeds  of  its  stock  offering.  There  were  no  loans  outstanding  to the
shareholder  at  December  31,  2001  and  2000.

NOTE  D  -  STOCK  REGISTRATION

Tel-One  filed  a  registration  statement  with  the  Securities  and  Exchange
Commission  to  register  1,000,000 shares of its $.0001 par value common stock,
and  to  register  3,000,000 shares on behalf of its shareholders.  The offering
was  declared  effective  June  22, 2001.  In connection with this registration,
Tel-One  incurred  deferred  offering  costs of $47,080, consisting of legal and
accounting  expenses  and  costs,  which were offset against the proceeds of the
offering.  Tel-One  had  sold 300,000 shares of common stock at $2.00 per share.
The  proceeds  of  $600,000  will  be  used  for  general  business  purposes.

On August 16, 2001, Tel-One filed a post-effective amendment to its registration
statement  removing  from  registration  the  remaining 700,000 shares that were
unsold  at  the  end  of the offering.  All other provisions of the registration
statement  as  filed  remain  in  effect.

NOTE  E  -  STOCK  ISSUANCES

On November 3, 2000, 2,500,000 shares of Tel-One's $.0001 par value common stock
were  issued  to G.L.C. Cara, Inc. in exchange for organizational efforts valued
at $1,250.  On November 3, 2000,  2,500,000 shares of Tel-One's $.0001 par value
common  stock were issued to S.E.B. Capital, Inc. in exchange for organizational
efforts  valued  at  $1,250.


                       Read independent auditors' report.

                                       F-9
<PAGE>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  E  -  STOCK  ISSUANCES  (CONTINUED)

On November 7, 2000, 5,000,000 shares of Tel-One's $.0001 par value common stock
were  issued to Telecom Response, Inc., an unrelated entity, in exchange for the
rights to the contract receivable, net of costs, derived from the fulfillment of
services  and  product  delivery,  required by the contracts requirements of the
State  of Florida Government Centrex Contract. The value of the 5,000,000 shares
issued  of  $362,019  was determined based on the present value of the projected
cash  flow  stream,  net  of  costs,  expected  to  be  received  by  Tel-One.

On December 17, 2000, Telecom Response, Inc. distributed the 5,000,000 shares of
Tel-One  as a stock dividend to its shareholders, including 4,077,000 to W. Kris
Brown  the  entities'  current  president.

On August 22, 2001, in connection with its initial public offering, Tel-One sold
300,000  shares  of  common  stock at $2.00 per share.  The proceeds of $600,000
will  be  used  for  general  business  purposes.

NOTE  F  -  INCOME  TAXES

Since  its  inception, Tel-One has an accumulated loss of $579,894 for financial
statements  purposes  ($575,984  for  income tax purposes), which can be used to
offset  future  taxable  income  through 2016. The potential tax benefit of this
loss  is  estimated  as  follows:

              Future tax benefit       $      115,200
              Valuation allowance            (115,200)
                                       ---------------
                Future tax benefit     $            -
                                       ===============

As  of  December  31,  2001  and 2000, no deferred tax assets or liabilities are
recorded  in  the  accompanying  financial  statements.

NOTE  G  -  RELATED  PARTY  TRANSACTIONS

Securities  Transactions

On  November 3, 2000, 2,500,00 shares of Tel-One's $.0001 par value common stock
were  issued  to G.L.C. Cara, Inc. in exchange for organizational efforts valued
at  $1,250.  GLC Cara, Inc. is owned by George Carapella, Tel-One's director and
other  members  of  his  immediate  family.

On  November 3, 2000, 2,500,000 shares of its $.0001 par value common stock were
issued  to S.E.B. Capital, Inc. in exchange for organizational efforts valued at
$1,250.  S.E.B.  Capital,  Inc.  is  owned  by  the  immediate  family of one of
Tel-One's  former  directors.  On  November  14,  2000  and  November 17, 2000 a
stockholder  and  an  officer  of  Tel-One  contributed  $1,000  and  $1,075
respectively,  as  additional  capital.

On  August  22,  2001,  as part of its initial public offering, 84,312 shares of
Tel-One's  $.0001 par value common stock were issued to George Carapella, one of
Tel-One's  directors,  in  exchange  for  $168,624  in  cash.


                       READ INDEPENDENT AUDITORS' REPORT.

                                      F-10
<PAGE>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  G  -  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

OTHER  TRANSACTIONS
-------------------

During the year ended December 31, 2001, Tel-One made sales to Telecom Response,
Inc.,  ("TRI"),  a  related  company  through  common  ownership and management,
amounting  to  $61,855,  of  which  $42,485  remains outstanding and included in
accounts  receivable.

During  the  year  ended  December  31,  2001,  Tel-One  also  made purchases of
equipment  for sale to customers in the amount of $36,000 and made purchases for
parts  and  supplies  in  the  amount  of  $5,446  from  TRI.

Effective  July  1,  2001,  Tel-One  also entered into a lease agreement through
April  30,  2002,  for  its executive offices and warehouse at $2,859 per month;
total rents paid amounted to $21,866.  In addition, TRI paid certain expenses in
behalf  of  Tel-One amounting to  $14,850. At December 31, 2001,  $2,174 remains
due  to  TRI,  and  included  in  trade  accounts  payable.

During the year ended December 31, 2001, TRI made loans to Tel-One in the amount
of  $13,004  that  remains  outstanding.

NOTE  H  -  OPERATING  LEASES

Effective July 1, 2001, Tel-One also entered into a lease agreement with Telecom
Response,  Inc.,  a related company through common ownership and management, for
its  executive offices and warehouse at $2,859 per month through April 30, 2002.

The  Company  also  leases  office  space  in Boca Raton, Florida under one year
non-cancelable  operating leases expiring July 31, 2002 at $1,000 per month plus
common  area  maintenance  expenses  and  applicable  Florida  sales  tax.

The  Company  also leases office space in New York under one year non-cancelable
operating  leases  expiring March 2002 at $2,861 per month including common area
maintenance  expenses  and  applicable  sales  tax.

Future  minimum  lease  payments  required  under  these operating leases are as
follows:

                     Year ended December 31,               AMOUNT
                     -----------------------          --------------
                       2002 and thereafter            $       29,329
                                                      ==============

NOTE  I  -  DONATED  SERVICES

During  the  year  ended  December  31,  2001,  Kris  Brown  and Chuck Williams,
president and secretary of Tel-One respectively, performed services on behalf of
the  Tel-One  with a fair value of $17,342.  The donated value of these services
was  recorded  as  contributed  capital.


                       Read independent auditors' report.

                                      F-11
<PAGE>
                                  TEL-ONE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  J  -  SUBSEQUENT  EVENT  (UNAUDITED)

On  January  22, 2002, the Securities and Exchange Commission filed a motion for
temporary  restraining  order  effectively  freezing  the  assets of Tel-One and
certain of its principals and promoters with the United States District Court in
Tampa,  Florida.

On  January 23, 2002, the Commission issued an Order of Suspension of Trading in
Tel-One's  stock  pursuant  to  Section  12(k) of the Securities Exchange Act of
1934.  Tel-One's  stock  was  effectively  halted  for  10  business  days.

On  January  24, 2002, the Commission agreed to modify the temporary restraining
order  by  modifying  the asset freeze order thereby allowing Tel-One to operate
during the pendency of the investigation. The Commission's investigation has yet
to  be  concluded.

The  ultimate  conclusion  and resolution of the investigation and the effect on
Tel-One's  financial  statements,  and  its  principals,  if  any,  has not been
determined.


                       Read independent auditors' report.

                                      F-12
<PAGE>
Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

     Re:     Tel-One,  Inc.
             Form  10KSB

Gentlemen:

We  hereby  consent to the use of our name as independent auditors in the report
accompanying the audited financial statements of Tel-One, Inc. ("Tel-One") as of
December  31, 2001 and 2000 and for the periods then ended, issued in connection
with  Tel-One's  filing  of  its  annual  report  filed  in  accordance with the
Securities  Act  of  1934  under  cover  of  Form  10-KSB.

Very  truly  yours,


/s/  Baumann,  Raymondo  &  Company,  P.A.

Baumann,  Raymondo  &  Company,  P.A.
Tampa,  Florida
April  12,  2002


                                       25
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

None.

                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE  ACT.

The  names,  ages and positions of the directors and executive officers of Bauer
are  set forth below. Biographical information for each of these persons is also
presented  below. Our executive officers are appointed by our Board of Directors
and  serve  at  its  discretion.

W.  KRIS  BROWN,  (AGE  48)  PRESIDENT,  CHIEF  EXECUTIVE  OFFICER, AND DIRECTOR
BA  Marketing,  University  of  South  Florida.

     W.  Kris  Brown  received  a  bachelor  degree from the University of South
Florida,  Tampa,  in  1980.  He entered the telecommunications industry directly
after  college  joining Jarvis, a telecommunications equipment distributor, as a
sales/marketing representative.  In 1983 he accepted a sales management position
with Accent Communications, a telecommunications equipment distributor.  In 1986
he  accepted  a  General  Manager  position  with  Inter-Tel,  Inc.,  a
telecommunications  equipment  manufacturer.  In this capacity, Mr. Brown opened
and  operated  Inter-Tel's  direct  marketing  office  in  Clearwater  Florida.

     Over  the  next eleven years Mr. Brown held several senior positions within
Inter-Tel,  Inc.;  Southeastern regional manager, vice president Inter-Tel, Inc.
and  president  Inter-Tel  Communications,  Inc.,  a  wholly owned subsidiary of
Inter-Tel,  Inc.  As  president  of Inter-Tel Communications, Inc. Mr. Brown was
responsible  for  offices in Florida, Georgia, Maryland and New Jersey.  He also
served  as  a  member  of  Inter-Tel's  executive  acquisition  committee.

     In  1997  Mr.  Brown left Inter-Tel, Inc. to form Telecom Response, Inc., a
specialty telecommunications service company.   Mr. Brown serves as president of
Telecom  Response, Inc. and is a member of the board of directors.  He is also a
stockholder  of Telecom Response, Inc. owning 82.5% of outstanding common stock.

CHUCK  WILLIAMS,  (AGE  55)  SECRETARY,  CHIEF  OPERATING  OFFICER,  DIRECTOR
BS  Business  Management,  Florida  State  University

     Chuck  Williams  received  a  bachelor  degree  in business management from
Florida  State  University in 1971.  In 1973, after spending a brief time in the
data  processing  equipment  sales  business,  Mr.  Williams decided to pursue a
career  in  the  equipment  finance  and  leasing  industry.

     In the following 27 years, Mr. Williams held sales and management positions
for different firms.  His management positions include senior vice president for
Bossier  Bank  and  Trust  Company,  vice  president  credit, administration and
control  for  Associates  Commercial  Corporation,  vice  president  funding for
Corporate  Leasing,  Ltd.,  senior vice president operations for Quantum Capital
Corporation  and  president  for  Corporate  Funding  Resources,  Inc.

     His  numerous  responsibilities  involved corporate development, management
and  administration  of  company  portfolios,  finance  and  lease  contracts,
management  and  analysis  of  credit  and  documentation  processes,  and
responsibilities  involving  multiple  levels  of  debt  financing arrangements.

     Prior  to  joining  Telecom Response, Inc. Mr. Williams experience over the
last  seven  years  has  been  primarily  engaged in the activities of Corporate
Funding  Resources,  Inc. an equipment lease broker firm.  As President and 100%
stockholder  of  Corporate  Funding, he was responsible for account development,
pricing and contract negotiations, and placement of equipment lease contracts to
direct  lease  funding  sources.


                                       26
<PAGE>
     In 1997 until early 1999 he also represented First Sierra Financial, Inc. a
publicly  traded  equipment leasing company as a software and bank lease program
account  manager.

     Mr. Williams is currently vice president of strategic planning and finance,
and  a  director  of  Telecom  Response,  Inc.

GEORGE  CARAPELLA,  FORMER  DIRECTOR
Tendered  letter  of  resignation  on  January  18, 2002.  See Form 8-K filed on
January  19,  2002

COMPENSATION  OF  DIRECTORS

Directors  who  are  officers  or employees of the Company receive no additional
cash  compensation  for  service  as  members  of  the Board of Directors or any
committee  of  the  Board.

No  Director  has  received  compensation.

SECTION  16  (A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors,  executive officers and persons who beneficially own more than 10% of
the Company's Common Stock to file reports of ownership and changes in ownership
with  the  SEC  and  to furnish the Company with copies of all such reports they
file.  Based solely on the Company's review of the copies of such forms received
by  it,  or  written representations from certain reporting persons, the Company
believes  that  during  2001  all such reports or amendments thereof were timely
filed,  except  that  a  Form  3 for Leonora Carapella, George Carapella and GLC
Cara,  Inc.  were  filed late and a Form 3 for Sally Lipstein, Alan Lipstein and
SEB  Capital,  Inc.  were  filed late, and form 3 for W. Kris Brown was filed on
July  16,  2001,  this  filing  was  due  on  July  10,  2001.

ITEM  10.  EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE

The  following  table sets forth information concerning compensation paid to the
Company's  Chairman of the Board and Chief Executive Officer, W. Kris Brown (the
"Named  Executive  Officer"), with respect to the years ended December 31, 2001,
and  2000.  There  were  no  officers  of  the  Company  whose  salary and bonus
compensation  exceeded  $100,000  during  the  last  fiscal  year.

<TABLE>
<CAPTION>
                                                            LONG TERM
                                                          COMPENSATION
AWARDS
                                                             ------
                                    ANNUAL COMPENSATION     SECURITIES    ALL OTHER
                                   ---------------------    UNDERLYING   COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR  SALARY($)    BONUS($)    OPTIONS/(#)     ($)(1)
---------------------------  ----  ---------   ---------  -------------  ------------
<S>                          <C>   <C>         <C>        <C>            <C>
W. Kris Brown                2001      9,450           0              0       28,005*

<FN>
*For  services  provided  by  W.  Kris  Brown  donated  to  the  Company.
</TABLE>


STOCK  OPTION  GRANTS

No options to purchase shares of Common Stock were granted by the Company to the
Named  Executive  Officer  during  2001.


                                       27
<PAGE>
YEAR-END  OPTION  VALUES

The  following  table  sets forth information regarding options held at December
31,  2001  by  the  Named  Executive  Officer.

<TABLE>
<CAPTION>
                       AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                              AND FISCAL YEAR-END OPTION VALUES

                                              NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                    SHARES                   UNDERLYING UNEXERCISED       IN-THE-MONEY OPTIONS
                   ACQUIRED                   OPTIONS AT FY-END (#)           AT FY-END ($)
                      ON          VALUE     -------------------------- --------------------------
      NAME       EXERCISE(#)   REALIZED($)  EXERCISABLE  UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE
      ----       -----------  ------------  -----------  -------------  -----------  -------------
<S>              <C>          <C>           <C>          <C>            <C>          <C>
W. Kris Brown              0             0            0              0            0              0
</TABLE>

EMPLOYMENT  AGREEMENTS

None.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.


The following table sets forth the information as of March 8, 2002 regarding the
beneficial  ownership of the Company's Common Stock, $.0001 par value, as of the
date  hereof  and  after the Offering by (i) each person known by the Company to
own  beneficially  more than five percent of the Company's outstanding shares of
Common  Stock,  (ii) each director and executive officer of the Company who owns
shares and (iii) all directors and executive officers of the Company as a group.
Unless  otherwise  indicated,  all  shares  of  Common  Stock  are  owned by the
individual  named  as  sole  record and beneficial owner with exclusive power to
vote  and dispose of such shares. None of the people listed below owns any other
securities of the Company. There are no arrangements that may result in a change
in  control of the Company.   Shares of common stock may be deemed "beneficially
owned"  by  more  than  one  person.

<TABLE>
<CAPTION>
                                                  SHARES BENEFICIALLY  PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER                     OWNED           CLASS
------------------------------------------------  -------------------  ----------
<S>                                               <C>                  <C>
W. Kris Brown, 10137 Belgrave Road,
Tampa, Florida 33626                                        4,077,000        39.6

Chuck Williams, 31177 U.S. 19 N., #704
Palm Harbor, Florida 34684                                    105,250         1.0

Alan Lipstein
13014 North Dale Mabry Hwy,
Tampa, Florida 33618 (1)(2)                                 2,190,086        21.3

Sally Lipstein
13014 North Dale Mabry Hwy,
Tampa, Florida 33618 (3)(4)                                 2,190,086        21.3

George Carapella, 3818 South Nine Drive
Valrico, Florida 33594 (5)(6)                               2,178,586        21.2

Leonora Carapella, 3818 South Nine Drive
Valrico, Florida 33594 (7)(8)                               2,178,586        21.2


                                       28
<PAGE>
All directors and executive officers as a group
persons) . . . . . . . . . . . . . . . . . . . .            4,182,250        40.6

<FN>
     (1)  Held of record by Atlas Global Ventures pursuant to stock purchase
          agreement with SEB Capital in November, 2001 of 1,000,000 shares, of
          which Alan Lipstein is a beneficial owner.

     (2)  Held of record by SEB Capital Corp., of which Alan Lipstein is a
          beneficial owner.

     (3)  Held of record by SEB Capital Corp., of which sally Lipstein is a
          beneficial owner.

     (4)  Held of record by Atlas Global Ventures pursuant to stock purchase
          agreement with SEB Capital in November, 2001 of 1,000,000 shares, of
          which sally Lipstein is a beneficial owner.

     (5)  Held of record by Carapell Capital Corp. pursuant to stock purchase
          with GLC Cara, Inc. in November, 2001 of 1,000,000 shares, of which
          George Carapella is beneficial owner.

     (6)  Held of record by GLC Cara, Inc. of which George Carapella is
          beneficial owner.

     (7)  Held of record by GLC Cara, Inc. of which Leonora Carapella is
          beneficial owner.

     (8)  Held of record by Carapell Capital Corp. pursuant to stock purchase
          with GLC Cara, Inc. in November, 2001 of 1,000,000 shares, of which
          Leonora Carapella is beneficial owner.
</TABLE>


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

During the year ended December 31, 2001, Tel-One made sales to Telecom Response,
Inc.,  ("TRI"),  a related Company through common ownership and management by W.
Kris  Brown,  amounting  to  $61,855,  of  which $42,485 remains outstanding and
included  in  accounts  receivable.

During  the  year  ended  December  31,  2001,  Tel-One  also  made purchases of
equipment  for sale to customers in the amount of $36,000 and made purchases for
parts  and  supplies  in  the  amount  of  $5,446  from  TRI.

Effective  July  1,  2001,  Tel-One  also entered into a lease agreement through
April  30,  2002,  for  its executive offices and warehouse at $2,859 per month;
total rents paid amounted to $21,866.  In addition, TRI paid certain expenses in
behalf  of  Tel-One  amounting to  $14,850. At December 31, 2001, $2,174 remains
due  to  TRI,  and  included  in  trade  accounts  payable.

During the year ended December 31, 2001, TRI made loans to Tel-One in the amount
of  $13,004  that  remains  outstanding.

On  January 4, 2002 W. Kris Brown agreed to make available to the Company a loan
of  up  to $30,000. Under the terms of this agreement, the Company issued to Mr.
Brown  a  promissory note with interest at the rate of 7.00% annually. Principal
amounts  outstanding  under  this  loan  are  due  and  payable  on  January
4,  2003.  The  Company  has  the  right  to  prepay  this  loan  at  anytime.

During  the  year  ended  December 31, 2001, the majority shareholder of Tel-One
made  advances to Tel-One totaling $57,200.   The indebtedness was not evidenced
by  an  interest bearing promissory note.  Tel-One repaid the loan in full using
proceeds  of  its  stock  offering.  There  were  no  loans  outstanding  to the
shareholder  at  December  31,  2001  and  2000.

During  the  year  ended  December  31,  2001,  Kris  Brown  and Chuck Williams,
president and secretary of Tel-One respectively, performed services on behalf of
the  Tel-One  with a fair value of $36,092.  The donated value of these services
was  recorded  as  contributed  capital.


                                       29
<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

A.  LIST  OF  EXHIBITS

None

B.  REPORTS  ON  FORM  8-K

None


                                   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, in the City of Tampa,
State  of  Florida,  on  the  15th  day  of  April  2002.

                                TEL-ONE,  INC.



                                By:  /s/  W.  Kris  Brown
                                     -----------------------------------------
                                W.  Kris  Brown,  Chief  Executive  Officer
                                and  Director.



                                By:  /s/  Chuck  Williams
                                     -----------------------------------------
                                Secretary,  Chief  Operating  Officer
                                and  Director


                                       30
<PAGE>