UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549
                                  FORM 10-Q SB/A

     (X)  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
EXCHANGE ACT OF 1934

                   For the quarter report ended March 31, 2001
                                       or

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

                  For the transition period from to ___________

                        Commission File number 000-28047

                               VOIP TELECOM, INC.
   (Exact name of small business issuer as registrant as specified in charter)

         Nevada                                          86-0880742
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                        Identification No.)

            16935 West Bernardo Drive, Suite 212, San Diego, CA 92127
                     (Address of principal executive office)

         Registrants telephone no., including area code (858) 618-1710

                                       N/A
                    (Former name, changed since last report)

     Check whether the registrant (1) has filed all reports required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such  reports),  Yes [X] No [ ] and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the last practicable date.

           Class                         Outstanding as of  March 31, 2001
Common Stock, $0.0001                          32,472,972







                                TABLE OF CONTENTS
                          PART 1. FINANCIAL INFORMATION

Heading                                                                  Page

Item 1.                    Consolidated Financial Statements              3

                           Consolidated Balance Sheets December 31, 2000
                              And March 31, 2001                          5-6

                           Consolidated Statements of Operations for the months
                              Ended March 31, 2001 and March 31, 2000     7

                           Consolidated Statement of Stockholders Equity  8-10

                           Consolidated Statements of Cash Flows  three months
                                Ended March 31, 2000 and 2001            11

                           Notes to Consolidated Financial Statements    12-19

Item 2.                    Managements Discussion and Analysis and
                              Result of  Operations                      20-21




                                                      PART II. OTHER INFORMATION

Item 1.                    Legal Proceedings                            21

Item 2.                    Changes in Security                          21

Item 3.                    Defaults Upon Senior Securities              21

Item 4.                    Submission of Matter to a Vote of            22
                               Securities Holders

Item 5.                    Other Information                            22

Item 6.                    Exhibits and Reports on Form 8-K             22

                           Signatures                                   S-1




                                       ii









                          PART 1 FINANCIAL INFORMATION

                           Item 1. Financial Statement


     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance  with the  instructions  for Form  10-Q  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission  and,  therefore,  do not
include all information and footnotes  necessary for a complete  presentation of
the financial  position,  results of operations,  cash flows,  and  stockholders
equity in conformity  with  generally  accepted  accounting  principles.  In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

     The unaudited  balance  sheet of the Company as of March 31, 2001,  and the
balance  sheet  derived from the  Companys  audited  financial  statement as of
December 31, 2000, the unaudited  statement of operations and cash flows for the
three months ended March 31, 2001 and 2000 the statements of stockholders equity
for the period from May 4, 1987 through  March 31, 2001 are attached  hereto and
incorporated herein by this reference.

     Operating results for the quarters ended March 31, 2001 are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2001.





                                                                   3




                                ARMANDO C. IBARRA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ( A Professional Corporation)


Armando C. Ibarra, C.P.A.
Members of the California Society of
Armando Ibarra, Jr.,
C.P.A.
Certified Public Accountants


To the Board of Directors
VoIP Telecom, Inc.
(Formerly Presidents Telecom, Inc.)


     We have  reviewed  the  accompanying  consolidated  balance  sheets of VoIP
Telecom,  Inc. (Formerly Presidents Telecom,  Inc.) as of March 31, 2001 and the
related  statements of operations,  changes in  stockholders  equity,  and cash
flows  for the three  months  then  ended,  in  accordance  with  Statements  on
Standards for Accounting  Review  Services  issued by the American  Institute of
Certified  Public  Accountants.  All  information  included  in these  financial
statements is the representation of the management of VoIP Telecom, Inc.

     A review  consists  principally  of  inquiries  of  company  personnel  and
analytical  procedures  applied to financial data. It is  substantially  less in
scope than an audit in accordance with generally  accepted  auditing  standards,
the objective of which is the  expression of an opinion  regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any  modifications  that should be
made  to the  accompanying  financial  statements  in  order  for  them to be in
conformity with generally accepted accounting principles.

     Our review was made for the purpose of expressing  limited  assurance  that
there  are no  material  modifications  that  should  be made  to the  financial
statements  in  order  for  them to be in  conformity  with  generally  accepted
accounting principles.



______ ___________________________
ARMANDO C. IBARRA, CPA - APC

June 25, 2001







                               VoIP TELECOM, INC.
                       (Formerly Presidents Telecom, Inc.)
                           Consolidated Balance Sheets

                                                          ASSETS

                        Three Months
                           Ended             Year Ended
                         March 31,         December 31,
                           2001                  2000
                     ------------------------------------

CURRENT ASSETS
Cash                     $       40,358  $    50,392
Accounts receivable             179,134      145,852
Receivable - related party        1,450        1,450
Loan receivable                 153,622      153,622
Prepaid expenses                  2,906        2,906
                   ---------------------------------------

Total Current Assets            377,470      354,222

NET PROPERTY & EQUIPMENT        432,372    1,506,720

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

TOTAL ASSETS                    809,842   $1,860,942
                       =======================================





                               VoIP TELECOM, INC.
                       (Formerly Presidents Telecom, Inc.)
                           Consolidated Balance Sheets


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                  Three Months
                                       Ended               Year Ended
                                     March 31,            December 31,
                                       2001                  2000
                            ---------------------  --------------------
CURRENT LIABILITIES
Accounts payable               $      693,012 $      1,236,659
Accrued expenses                       40,026
Loans payable                         272,044        233,266
                                       ------------------------------------

Total Current Liabilities           1,005,082      1,469,925


LONG TERM LIABILITIES
Loan payable - related party                0        122,785
                                       ------------------------------------

Total Long Term Liabilities                 0        122,785
                                       ------------------------------------

TOTAL LIABILITIES                   1,005,082      1,592,710

STOCKHOLDERS' EQUITY

Common stock ($0.0001 par value
, 100,000,000 shares
authorized; 32,472,972
and 32,674,192 shares issued
and outstanding as of
March 31, 2001 and December 31,
2000 respectively.)                     3,248          3,268
Additional paid-in capital         11,622,392     11,642,494
Deficit accumulated
during development stage              (95,911)       (95,911)
Retained Earning / (deficit)      (11,724,969)   (11,281,619)
                                       ------------------------------------

Total Stockholders' Equity           (195,240)       268,232

                                        ------------------------------------
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY         $      809,842 $      1,860,942


                               VoIP TELECOM, INC.
                       (Formerly Presidents Telecom, Inc.)
                      Consolidated Statements of Operations

                                Three Months        Three Months
                                    Ended             Ended
                                  March 31,          March 31,
                                     2001               2000
                          ---------------------- --------------------------

REVENUES
Sales                          $      184,629    $         0
Costs of revenues                           0              0

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

Total Net Revenues                    184,629              0

OPERATING COSTS
Depreciation                           26,753              0
Bank charges                              690              0
Bad debt expense                            0      1,004,210
Administrative expenses               400,315      2,082,582

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

Total Operating Costs                 427,758      3,086,792

OTHER INCOME & (EXPENSES)

Interest income                             7              0
(Loss) on investment                 (137,393)       (15,000)
Exchange gain or loss                      15              0
Interest expense                      (62,850)             0

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

Total Other Income & (Expenses)      (200,221)       (15,000)

                       -----------------------------------------------------
NET (LOSS)                   $    (443,350) $     (3,101,792)
                       -----------------------------------------------------

                       =====================================================

BASIC (LOSS) PER SHARE         $       (0.01) $          (0.07)

                        =====================================================


WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING          31,362,558     44,311,314
                        =====================================================




                               VoIP TELECOM, INC.
                       (Formerly Presidents Telecom, Inc.)
            Consolidated Statement of Changes in Stockholders' Equity
               From May 4, 1987(Inception) through March 31, 2001

                                                            Common    Additional
                                                Common      Stock     Paid in
                                                shares      amount     Capital
Inception, May 4, 1987                            - $             -       $   -

Common stock issued for cash               12,000,000         1,200        (200)

Net loss from inception on May 4,
1997 through December 31, 1997                      -             -           -


Balance, December 31, 1997                    000,000         1,200        (200)

Net loss for the year ended December
31, 1998                                            -             -           -


Balance, December 31, 1998                 12,000,000         1,200        (200)

Common stock issued December 31, 1998
for cash at $ 0.15 per share                1,200,000           120     149,880

Contributed capital                                 -             -          67

Common stock issued June 17, 1998
for cash at $ 0.84 per share                  108,002            11      89,989

Stock issued for services at $ 1.00
for services valued at $ 0.84 per share         6,000             1       4,999

Net loss for the year ended
December 31, 1999                                   -             -           -

Balance, December 31, 1999                  13,314,002         1,332     244,735


Common stock issued on March 31, 2000
for cash at $ 0.54 per share                2,752,276           275   2,752,001

Common stock issued on March 31, 2000
for cash at $ 0.20 per share                3,810,000           381     761,619

Stock offering costs                                -             -    (607,928)

Common stock issued on April 20, 2000
for services valued
at $ 3.00 per share                            60,000             6     179,994

Common stock issued on April 28, 2000
for services valued
at $ 1.00 per share                         1,080,600           108   1,080,492

Common stock issued
on May 17, 2000
for services valued at
$ 0.50 per share                               25,000             3      12,497




                                        Stock
                                        Subscription     Retained
                                        receivable       Earnigns       Total


Inception, May 4, 1987                      $   -        $     -       $      -

Common stock issued for cash                    -              -          1,000

Net loss from inception on May 4,
1997 through December 31, 1997                  -         (1,000)        (1,000)

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

Balance, December 31, 1997                      0         (1,000)             0
================================================================================

Net loss for the year
ended December
31, 1998                                        -         (1,450)        (1,450)

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

Balance, December 31, 1998                      -         (2,450)        (1,450)
================================================================================

Common stock issued December 31, 1998
for cash at $ 0.15 per share             (150,000)             -              -


Contributed capital                             -              -             67

Common stock issued June 17, 1998
for cash at $ 0.84 per share                    -              -         90,000

Stock issued for services at $ 1.00
for services valued at $ 0.84 per share         -              -          5,000

Net loss for the year ended
December 31, 1999                               -        (93,461)       (93,461)


-------------------------------------------------------------------------------
Balance, December 31, 1999               (150,000)       (95,911)           156
===============================================================================


Common stock issued on March 31, 2000
for cash at $ 0.54 per share                    -              -      2,752,276

Common stock issued on March 31, 2000
for cash at $ 0.20 per share                    -              -        762,000

Stock offering costs                            -              -       (607,928)

Common stock issued on April 20, 2000
for services valued
at $ 3.00 per share                             -              -        180,000

Common stock issued on April 28, 2000
for services valued
at $ 1.00 per share                             -              -      1,080,600

Common stock issued on May 17, 2000
for services valued
at $ 0.50 per share                             -              -         12,500









                               VoIP TELECOM, INC.
                       (Formerly Presidents Telecom, Inc.)
            Consolidated Statement of Changes in Stockholders' Equity
               From May 4, 1987(Inception) through March 31, 2001
                                                        Common       Additional
                                           Common       Stock         Paid in
                                           Sahres       Amount        Capital

continued

Common stock issued
on May 19, 2000
for services valued at
$ 0.17 per share                            172,834            17        28,788

Common stock issued to acquire 100%
of Central America Fuel Technologies,
Inc. on March 15, 2000                        6,000             1        14,999


Options exercised
at $ 0.42 per share                          75,000             7        31,243


Options exercised
at $ 0.21 per share                          60,000             6        12,494


Options exercised
at $ 0.21 per share                          60,000             6        12,494

Common stock issued
on June 30, 2000
for acquisition of ICE
at $ 0.83 per share                       3,000,000           300     2,499,700

Common stock issued on
June 30, 2000 for
Access Network Limited
at $ 0.83 per share                       4,800,000           480     3,999,520

Common stock issued
on August 30, 2000
for debt settlement
at $ 0.20 per share                       2,152,140           215       358,475

Common stock issued on
August 30, 2000
for debt settlement
at $ 0.83 per share                         109,340            11        90,741

Receipt of subscription receivable                -             -             -


Options exercised
at $ 0.2084                                  12,000             1         2,499


Options exercised
at $ 0.4167                                  42,600             4        17,746


Options exercised
at $ 0.4167                                   2,400             1           999

Common stock
issued on December 27, 2000
for cash at $ 0.10 per share                120,000            12        11,988

Common stock issued
December 27, 2000
for cash at $ 0.10
per share                                   500,000            50        49,950

Common stock issued on
December 31, 2000
for services valued
at $ 0.17 per share                         520,000            52        87,448

Net loss for the year ended
December 31, 2000                                 -             -             -
-------------------------------------------------------------------------------
Balance, December 31, 2000               32,674m192   $     3,268   $11,642,494
===============================================================================




                                                Stock
                                                Subscription  Retained
                                                Receivable    Earnings  Total

continued

Common stock issued
on May 19, 2000
for services valued
at $ 0.17 per share                                  -             -      28,805

Common stock issued to acquire 100%
of Central America Fuel Technologies,
Inc. on March 15, 2000                               -             -     15,000

Options exercised at
$ 0.42 per share                                     -             -      31,250


Options exercised at
$ 0.21 per share                                     -             -      12,500


Options exercised at
$ 0.21 per share                                     -             -      12,500

Common stock issued on June 30, 2000
for acquisition of
ICE at $ 0.83 per share                              -             -   2,500,000

Common stock issued on June 30, 2000 for
Access Network Limited
at $ 0.83 per share                                  -             -   4,000,000

Common stock issued on August 30, 2000
for debt settlement
at $ 0.20 per share                                  -             -    358,690

Common stock issued on August 30, 2000
for debt settlement
at $ 0.83 per share                                  -             -     90,752

Receipt of
subscription receivable                        150,000             -    150,000


Options exercised
at $ 0.2084                                          -             -      2,500


Options exercised
at $ 0.4167                                          -             -     17,750


Options exercised at $ 0.4167                        -             -       1,000

Common stock issued on December 27, 2000
for cash at
$ 0.10 per share                                     -             -     12,000

Common stock issued December 27, 2000
for cash at
$ 0.10 per share                                     -             -     50,000

Common stock issued on December 31, 2000
for services valued
at $ 0.17 per share                                  -             -     87,500

Net loss for the year ended
December 31, 2000                                    -  (11,281,61) (11,281,619)

--------------------------------------------------------------------------------
Balance, December 31, 2000                           -   (11,377,530)   268,232
================================================================================







                               VoIP TELECOM, INC.
                       (Formerly Presidents Telecom, Inc.)
            Consolidated Statement of Changes in Stockholders' Equity
               From May 4, 1987(Inception) through March 31, 2001


                                                        Common       Additional
                                              Common    Stock        Paid in
                                              Shares    Amount       Capital

continued

Recission of ICE
at $ 0.10 per share                         (3,000,000)    (300)       (299,700)

Common stock issued on January 25, 2001
for services
at $ 0.10 per share                          1,800,000      180         179,820

Common stock issued
on February 9, 2001

for debt service
at $ 0.10 per share                            628,500       63          62,787

Common stock issued
on February 20, 2001

for services at
$ 0.10 per share                                20,280        2           2,026

Common stock issued
on March 9, 2001
for services valued
at $ 0.10 per share                            250,000       25          24,975

Common stock issued
March 10, 2001
for services valued
at $ 0.10 per share                            100,000       10           9,990

Net loss for the period ended
March 31, 2001                              -               -               -
--------------------------------------------------------------------------------
Balance, March 31, 2001                     32,472,972  $ 3,248    $ 11,622,392
===============================================================================





                                    Stock
                                    Subscription     Retained
                                    Receivable       Earnings     Total


continued

Recission of ICE
at $ 0.10 per share                       -              -        (300,000)

Common stock issued on January 25, 2001
for services
at $ 0.10 per share                       -              -         180,000

Common stock issued
on February 9, 2001

for debt service
at $ 0.10 per share                       -              -          62,850

Common stock issued
on February 20, 2001

for services
at $ 0.10 per share                       -              -           2,028

Common stock issued
on March 9, 2001

for services valued
at $ 0.10 per share                       -              -          25,000

Common stock issued
March 10, 2001
for services valued
at $ 0.10 per share                       -              -          10,000

Net loss for the period ended
March 31, 2001                            -       (443,350)       (443,350)



Balance, March 31, 2001                   -   $(11,820,880)   $   (195,240)




                                                  VoIP TELECOM, INC.
                                          (Formerly Presidents Telecom, Inc.)
                                         Consolidated Statements of Cash Flows

                                   Three Months          Three Months
                                      Ended                  Ended
                                    March 31,              March 31,
                                       2001                  2000
                                ----------------------- --------------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) from operations         $    (443,350) $     (3,101,792)
Depreciation expense                        26,753              0
(Increase) in accounts
receivable                                 (33,282)             0
Increase (decrease)
in accounts payable                       (543,647)             0
(Increase) in loans receivable                   0     (1,004,210)
Bad debt                                         0      1,004,211
Common stock issued for services           279,878      2,320,635

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

Net Cash (Used) by
Operating Activities                      (713,649)      (781,156)

CASH FLOWS FROM INVESTING ACTIVITIES

Net purchase of fixed assets                (6,000)      (400,000)
Common stock retired
in ICE recission                          (300,000)             0
Disposal of equipment                    1,053,596              0

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

Net Cash Provided / (Used) by
Investing Activities                       747,596       (400,000)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease)
in loans payable                           (43,981)       127,930
Common stock issued for cash                     0      1,106,806

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

Net Cash Provided / (Used)
by Financing Activities                    (43,981)     1,234,736



Net (Decrease) / Increase in Cash          (10,034)        53,580

Cash at Beginning of Period                 50,392            156

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

Cash at End of Period                $     40,358 $         53,736

                                    ============================================

Schedule of Non-Cash Activities

Common stock issued
for services                     $      279,878 $              0
Common stock issued
for acquisition of subsidiaries   $          0 $         15,000
Common stock retired
in ICE recission                 $  (300,000)   $         0



NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

     VoIP Telecom,  Inc. (the Company) was incorporated,  May 4, 1987, under the
laws of the state of Nevada, as Energy Realty Corporation.  On July 31, 1993 the
Companys name changed to Balcor International and on December 18, 1998 the name
was again changed to Dimension  House,  Inc. As of December 31, 1998 the Company
had no operations and in accordance  with SFAS # 17 was considered a development
stage  company.  As of December  31, 1998 the  Company was  authorized  to issue
100,000,000  shares  of  $0.0001  par  value of  which  10,000,000  shares  were
outstanding.  On October  28, 1999 the  Company  changed its name to  Presidents
Telecom, Inc.

     Pursuant to an  acquisition  agreement and plan of merger dated as of March
15, 2000 between the Company then known as Presidents Telecom,  Inc. and Central
America Fuel Technology, Inc. (CAFT), a Nevada corporation,  all the outstanding
common shares of CAFT were exchanged for 5,000 restricted common shares of VoIP.

     On April 1, 2000, the Company  acquired 100% of the issued and  outstanding
shares of  Access  Network  Limited  in  exchange  for  4,800,000  shares of the
Companys common stock.  The Company provides long distance voice  communication
services.

On April 17, 2000, the Company changed its name to VoIP Telecom, Inc.

     Through  subsidiaries,  the Company  delivers  international  long distance
services via flexible,  server-based networks consisting of re-sale arrangements
with other long distance providers,  various foreign termination  relationships,
VoIps own  international  servers  and  leased/owned  transmission  facilities.
Employing   digital  switching  and  transmission   technologies   supported  by
comprehensive  monitoring and technical support personnel,  the Company provides
services in foreign countries.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

     The Companys financial  statements are prepared using the accrual method of
accounting. The company has elected a December 31, year end.












NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


b. Basic Loss per Share

     In February 1997, the FASB issued SFAS No. 128, Earnings Per Share, which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective December 6, 1993 (inception).

     Basic net loss per share excludes  dilution and is computed by dividing net
loss by the weighted  average  number of common  shares  outstanding  during the
reported  periods.  Diluted net loss per share  reflects the potential  dilution
that could occur if a stock option and other  commitments  to issue common stock
were exercised.

c. Basis of Consolidation

     The consolidated  financial statements of VoIP Telecom,  Inc. include those
accounts of VoIP Telecom,  Inc., and Access  Network  Limited.  All  significant
intercompany transactions have been eliminated.

d. Cash Equivalents

     The Company  considers  all highly  liquid  investments  with a maturity of
three months or less when purchased to be cash equivalents.

e. Estimates and Adjustments

     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.

f. Basis of Presentation and Considerations Related to Continued Existence
 (going concern)

     The Companys financial statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction  of  liabilities  in the normal  course of business.  The Companys
management intends to raise additional operating funds through operations and/or
debt offerings.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

g.  Income Taxes

     The Company accounts for income taxes using the asset and liability method.
Under the asset and liability  method,  deferred income taxes are recognized for
the tax consequences of temporary  differences by applying  enacted  statutory
tax rates  applicable  to future  years to  differences  between  the  financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized. See note 3 regarding income tax benefit.

h. Property & Equipment

     Property and equipment are recorded at cost.  Minor additions  renewals are
expensed in the year incurred.  Major additions and renewals are capitalized and
depreciated over their estimated useful lives.  Depreciation and amortization is
calculated using  straight-line and accelerated  methods for income tax purposes
(five years for vehicles and equipment,  and seven years for office  furniture).
Total depreciation for the three months ended 2001 is $ 26,753.


NOTE 3 -   INCOME TAXES

                                                 March 31 ,     December 31,_
                                             2001                   2000
Deferred tax assets:
Net operating loss carryforwards             $    443,350    $ 11,377,530
Other                                               -0-             -0-
Valuation allowance                              (443,350)    (11,377,530)
Deferred tax assets                          $      -0-     $   -0-

     Realization  of deferred tax assets is  dependent  upon  sufficient  future
taxable  income  during the period that  deductible  temporary  differences  and
carryforwards  are  expected to be available to reduce  taxable  income.  As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.








NOTE 4 -  NOTES PAYABLE

Notes payable as of March 31, 2001, consist of the following:

     Unsecured  promissory  note of  $165,000  dated  November  2,  2000 with an
interest rate at the annual  floating rate of US Prime+ 4%. The maturity date is
November 2, 2001.

     Unsecured  promissory  note of  $15,000  dated  November  13,  2000 with an
interest rate at 10%. The maturity date is November 2, 2001.

     Unsecured  promissory  note of  $50,000  dated  November  22,  2000 with an
interest rate at 10% per annum. The maturity date is November 22, 2001, or under
the  terms  of a  funding  commitment  to  fund  up to  $4,000,000  by  way of a
convertible  debenture.  Conversion  can be  exercised  at a price of $0.25  per
share.

                                                        NOTE 5 - GOING CONCERN

     As shown in the accompanying  financial statements the Company has incurred
a deficit of $11,820,880 since its inception in 1987. The ability of the Company
to continue,  as a going concern is dependent on the  significant  generation of
revenue from the Companys  international long distance services.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.


NOTE 6 -  PROPERTY & EQUIPMENT

     Property is stated at cost.  Additions,  renovations,  and improvements are
capitalized.  Maintenance  and repairs,  which do not extend  asset  lives,  are
expensed as incurred. Depreciation is provided on a straight-line basis over the
estimated useful lives ranging from 27.5 years for commercial rental properties,
5 years for tenant improvements, and 5 - 7 years on furniture and equipment.
                    March 31, 2001
         --------------------------------
         --------------------------------
Equipment                       $ 535,053
Office furniture                   40,428
         --------------------------------
                                $ 575,481
Less Accumulated Depreciation    (143,109)
         --------------------------------
         --------------------------------

Net Property and Equipment      $ 432,372
         ================================






NOTE 7 -  RELATED PARTY TRANSACTIONS

     a. On September 1, 2000 the Company entered into a twelve month  consulting
agreement.  Alexander  Anderson  will  serve  the  Company  in the  capacity  of
consultant in  consideration of which the Company will pay to the consultant the
sum of $10,000  monthly or such  greater  sum as may be approved by the Board of
Directors of the Company.

     b. The Company has received  advances of $ 184,785 from a stockholder as of
March 31, 2001.  As of March 31, 2001 the Company has not  established  specific
repayment terms.


         NOTE 8 -  STOCK TRANSACTIONS

     As of December 31, 1998 the Company had 12,000,000 shares  outstanding.  On
June 17, 1998,  the Company  issued  1,200,000  shares of common stock valued at
$0.15 per share for cash.

     On June 17, 1998 the Company issued 108,002 shares of common stock for cash
valued at $1.00 per share.

     On June 17,  1998.  The Company  issued  6,000  shares of common  stock for
services valued at $1.00 per share.

     As of December 31, 1999 the Company had  13,314,002  shares of common stock
outstanding.

     On March 31, 2000, the Company issued  2,752,276 shares of common stock for
cash valued at $0.54 per share.

     On March 31, 2000, the Company issued  3,810,000 shares of common stock for
cash valued at $0.20 per share.

     On April 20,  2000 the Company  issued  60,000  shares of common  stock for
services valued at $3.00 per share.

     On April 28, 2000, the Company issued  1,080,600 shares of common stock for
services valued at $1.00 per share.

     On May 17,  2000,  the Company  issued  25,000  shares of common  stock for
services valued at $0.50 per share.

     On May 19,  2000,  the Company  issued  172,834  shares of common stock for
services valued at $0.17 per share.





NOTE 8 -  STOCK TRANSACTIONS (CONTINUTED)

     On June 2, 2000 the Company  issued 6,000 shares of common stock to acquire
100% of Central America Fuel Technologies, Inc. valued at $2.50 per share.

     On June 30, 2000 the Company had 75,000  shares of common  stock  exercised
valued at $0.42 per share.

     On June 30, 2000 the Company had 60,000  shares of common  stock  exercised
valued at $0.21 per share.

     On June 30, 2000 the Company had 60,000  shares of common  stock  exercised
valued at $0.21 per share.

     On June 30, 2000 the Company  issued  3,000,000  shares of common  stock to
acquire ICE valued at $ 0.83 per share.

     On June 30, 2000 the Company  issued  4,800,000  shares of common  stock to
acquire Access Network Limited valued at $0.83 per share.

     On August 30, 2000 the Company issued  2,152,140 shares of common stock for
debt settlement valued at $0.20 per share.

     On August 30, 2000 the Company  issued  109,340  shares of common stock for
debt settlement valued at $0.83 per share.

     On October 1, 2000 the Company had 12,000 shares of common stock  exercised
valued at $0.2084 per share.

     On October 4, 2000 the Company had 42,600 shares of common stock  exercised
at $0.4167 per share.

     On October 12, 2000 the Company had 2,400 shares of common stock  exercised
valued at $0.4167 per share.

     On December 27, 2000 the Company  issued 120,000 shares of common stock for
cash valued at $0.10 per share.

     On December 27, 2000 the Company  issued 500,000 shares of common stock for
cash valued at $0.10 per share.





NOTE 8 -  STOCK TRANSACTIONS (CONTINUTED)

     On December 31, 2000 the Company  issued 520,000 shares of common stock for
cash valued at $0.16827 per share.

     On January 1, 2001 the Company  recinded the  issuance of 3,000,000  shares
for the acquisition of ICE at a value of $ 0.10.

     On January 25, 2001 the Company issued 1,800,000 shares of common stock for
services valued at $0.10 per share.

     On February 9, 2001 the Company  issued  628,500 shares of common stock for
debt settlement valued at $0.10 per share.

     On February 20, 2001 the Company  issued  20,280 shares of common stock for
services valued at $0.10 per share.

     On March 9, 2001 the  Company  issued  100,000  shares of common  stock for
services valued at $0.10 per share.

     On March 10, 2001 the Company  issued  250,000  shares of common  stock for
services  valued at $0.10 per share.  As of March 31, 2001 there were 32,472,972
shares of common stock outstanding.


NOTE 9 -  ISSUANCE OF SHARES FOR SERVICES  STOCK OPTIONS

     The company has a  nonqualified  stock option plan,  which provides for the
granting of options to key employees, consultants, and nonemployees directors of
the Company.  The valuations of shares for services are based on the fair market
value of services.  The Company has elected to account for the stock option plan
in accordance  with paragraph 30 of SFAS 123 were the  compensation to employees
should be recognized over the period(s) in which the related  employee  services
are rendered.  In accordance  with  paragraph 19 of SFAS 123 the fair value of a
stock option  granted is estimated  using an  option-pricing  model.  A total of
2,170,280  shares were issued for services to  management  and key employees for
the three months ended March 31, 2001.










                 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Going Concern and Ability of the Company to Continue

The  Company  has a net  operating  loss  carry  forward  of  $11,724,969  since
inception through March 31, 2001.

     The  Companys   consolidated   financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  The Company has not established  revenues sufficient
to cover  its  operating  costs  and allow it to  continue  as a going  concern.
Management  believes  that the Company  will soon be able to  generate  revenues
sufficient to cover its operating costs. In the interim,  the Company intends to
raise additional capital through private placements of its common stock.

Liquidity and Capital Resources

     As of March 31, 2001 the Company has $377,470 in current assets compared to
current  liabilities  of  $1,005,082.  Management  recognizes  there is a severe
impairment to the Companys financial statement. The Company has a 1:2:7 current
ratio.  The  current  assets  are  comprised  of $40,358  in cash,  $334,206  in
loans/accounts payable and $2,906 in prepaid expenses. This compares to $693,012
in accounts payable, $40,026 in accrued expenses and $272,044 in loans payable.
Results of Operations

     For the first  quarter  ended March 31,  2001 the  Company had  revenues of
$184,629 and expenses of  $1,734,756  compared to revenues of $0 and expenses of
$3,086,792  as of March  31,  2000.  The  Company  has a loss on  investment  of
$(137,393) due to rescinding the ICE acquisition.  The acquisition was rescinded
on January 1, 2001 whereby the Company  returned all assets and  liabilities  of
ICE in exchange  for the  3,000,000  shares of common stock the Company paid for
ICE. The 3,000,000 shares were subsequently  retired. For the three months ended
March 31, 2001 the Company has a net loss of  $(443,350)  compared to a net loss
of  $(3,101,792)  for the  same  period  the year  before.  The  reason  for the
$2,658,442  decrease in net loss can be attributed to the fact that that Company
was not  acquiring  companies  as it had been  during  the  period of 2000.  The
Company also had $26,753 in depreciation  compared to $0 for the same period the
prior year.

Net Operating Loss

     The Company has  accumulated  approximately  $11,724,969  of net  operating
losses  caryforwards  as of March 31, 2001,  which maybe offset against  taxable
income and income  taxes in future  years.  The use of these to losses to reduce
future income taxes will depend on the  generation of sufficient  taxable income
prior to the expiration of the net loss carryforwards.  The carryforwards expire
in the year  2021.  In the event of certain  changes in control of the  Company,
there will be an annual limitation on the amount of carryforwards,  which can be
used.


Sale of Common Capital Stock

     On January 25, 2001 the Company issued  1,800,000 shares of common stock at
$.10 per share to RB Capital and Equities in trust for the settlement of debt to
a Investor Relations firm.
                                                                  20
     On March 10,  2001 the Company  issued  100,000  shares to RST  Investment,
Ltd., at $.10 per share as a consulting fee and on February 20, 2001 the Company
issued 20,280  shares at $.10 per share to Brent Purin for a finders fee.  Also,
the Company  issued  628,500  shares to 36 investors on February 9, 2001 at $.10
per share in a Private Placement in March of 2000 as penalty shares.

     On March 9, 2001 the Company issued  250,000 shares to Alexander  Anderson,
an officer and director,  in  consideration  of a  cancellation  of a management
contract at $.10 per share for consideration of $25,000.

     As of  March  31,  2001  there  were  32,472,972  shares  of  common  stock
outstanding.
Risk Factors and Cautionary Statements

     Forwardlooking  statements  in this report are made  pursuant to the safe
harbor provisions of the Private Securities  Litigation Reform Act of 1995. The
Company wished to advise  readers that actual  results may differ  substantially
from such forward-looking  statements.  Forward-looking statements involve risks
and  uncertainties  that could cause actual  results to differ  materially  from
those expressed on or implied by the statements,  including, but not limited to,
the  following:  the  ability of the Company to  successfully  meet its cash and
working  capital needs,  the ability of the Company to  successfully  market its
product,  and other risks detailed in the Companys periodic report filings with
the Securities and Exchange Commission.


                           PART II  OTHER INFORMATION

                            ITEM 1. LEGAL PROCEEDINGS

     There are  presently no pending legal  proceedings  to which the Company or
any of its subsidiaries are a party, to the best of knowledge of the Company. No
actions against the Company are contemplated or threatened.
                          ITEM 2. CHANGES IN SECURITIES

     On January 1, 2001 the Company rescinded their ICE acquisition. The Company
retired  the  3,000,000  shares of common  stock  that were  issued  for the ICE
acquisition.

     On January 25, 2001 the Company issued  1,800,000 shares of common stock at
$.10 per share to RB Capital and Equities in trust for the settlement of debt to
a Investor Relations firm.

     On March 10,  2001 the Company  issued  100,000  shares to RST  Investment,
Ltd., at $.10 per share as a consulting fee and on February 20, 2001 the Company
issued 20,280  shares at $.10 per share to Brent Purin for a finders fee.  Also,
the Company  issued  628,500  shares to 36 investors on February 9, 2001 at $.10
per share in a Private Placement in March of 2000 as penalty shares.

     On March 9, 2001 the Company issued  250,000 shares to Alexander  Anderson,
an officer and director,  in  consideration  of a  cancellation  of a management
contract at $.10 per share for consideration of $25,000.

     As of  March  31,  2001  there  were  32,472,972  shares  of  common  stock
outstanding.


                     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.


                                       21

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

         None.

                            ITEM 5. OTHER INFORMATION


         None.



                       ITEM 6. EXHIBITS AND REPORTS ON 8-K

a.       Form 10K SB filed by reference on April 18, 2001.





                                                                22




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Report  to be  signed  in its  behalf by the
undersigned hereto duly authorized.



                                                   VOIP TELECOM, INC.


Dated: March 20, 2002

                                                     By:_/S/ Ron Lowe
                                                         Ron Lowe
                                                          President















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