<PAGE>






                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 1O-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                             COMMISSION FILE NUMBER
                                     0-25124

                           SPANTEL COMMUNICATIONS INC.
                           (Formerly Receptagen Ltd.)
                              A Florida Corporation
                 (Name of small business issuer in its charter)


                            1061 North Venetian Drive
                                 Miami, Florida

                         Telephone Number (305) 586-3937

Securities registered under Section 12(g) of the Exchange Act: Common Stock (no
par value).


CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [ ] NO [X]

CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE CONTAINED, TO
THE BEST OF REGISTRANTS KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENT
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB OR ANY AMENDMENT TO
THIS FORM 10-KSB. [ ]

STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR:      $7,418,194

AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES AS OF DECEMBER
31, 2001: NONE
          ----

AS OF DECEMBER 31, 2001, THERE ARE 17,693,636 SHARES OF COMMON STOCK
OUTSTANDING. THE ISSUER HAS NO OTHER CLASSES OF STOCK OUTSTANDING.


<PAGE>





                        2001 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

                                     PART I

Item 1.          Description of Business

Item 2.          Description of Property

Item 3.          Legal Proceedings

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

                                     PART II

Item 5.          Market for Common Equity and Related Stockholder Matters

Item 6.          Management's Discussion and Analysis or Plan of Operation

Item 7.          Financial Statements

Item 8.          Changes and Disagreements with Accountants on Accounting and
                 Financial Disclosures

                                    PART III

Item 9.          Directors and Executive Officers, Promoters and Control
                 Persons; Compliance With Section 16(a) of the Exchange Act

Item 10.         Executive Compensation

Item 11.         Security Ownership of Certain Beneficial Owners and Management

Item 12.         Certain Relationships and Related Transactions

Item 13.         Exhibits, List and Reports on Form 8-K


                                       2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         A.       BUSINESS DEVELOPMENT

We were incorporated pursuant to the Canada Business Corporations Act on May 17,
1984 under the name 133,166 Canada Inc and subsequently changed our name, as
follows:

<TABLE>
<CAPTION>
Effective Date of Name Change            New Name
-----------------------------            --------
<S>                                      <C>
October 28, 1986                         Eleven Business Acquisitions, Inc.
July 23, 1990                            Ivana Capital Corporation
September 29, 1992                       First Ivana Technologies Ltd.
March 30, 1993                           VitaMed Biopharmaceuticals Ltd.
July 12, 1993                            Receptagen Ltd.
October 30, 2001                         Spantel Communications, Inc.
</TABLE>

We are a reporting issuer and our common shares have been listed on the OTC.BB
under the symbol SPAL. Our shares have not received clearance for trading by
NASDAQ.

Reverse Take-Over of Spantel Communications, Inc. ("the Transaction"):

On July 12, 2001, our shareholders approved the Transaction at a shareholder's
meeting duly held in accordance with applicable law. The terms of the
Transaction called for the acquisition by us of all (100%) of the issued and
outstanding common shares of Spantel Communications Inc. BVI ("SCI"). SCI is a
British Virgin Islands company which is the parent company of Spantel 2000 S.A.,
a Spanish company engaged in the business of providing long-distance telephone
service in Spain.

Pursuant to and as a condition of the Transaction, we issued 16,500,000
post-consolidated common shares to the shareholders of SCI in exchange for 100%
of the SCI common shares. An additional condition of the Transaction was a
settlement of certain obligations, whereby we eliminated $528,399 of our
outstanding debt.

Additionally, a 10:1 share consolidation took place on October 16, 2001, prior
to the acquisition of SCI, as approved at the shareholder's meeting held on July
12, 2001. As a result of the 10:1 share consolidation, we had 1,193,636 common
shares issued and outstanding immediately prior to the issuance of a further
16,500,000 common shares for the acquisition of SCI.


                                       1
<PAGE>


Prior to the shareholder's meeting, all of our shareholders received a
Management Information Circular which provided information to enable our
shareholders to make informed decisions concerning the Transaction.

Domestication in the State of Florida

On October 18, 2001, we completed our domestication and incorporation in the
State of Florida, transferring our charter from Canadian federal jurisdiction.

Name Change

On October 18, 2001 we filed appropriate documents with the State of Florida
changing our name from Receptagen Ltd. to "Spantel Communications, Inc." The
name change became effective on October 30, 2001.

         B. BUSINESS OF ISSUER

Products and Services

We are a provider of discount long distance telephone service and are
headquartered in Madrid, Spain. We market our services primarily to a broad base
of customers that includes small to medium enterprises and larger corporations,
governmental entities, educational institutions, and residential consumers. We
have been created with the mission of becoming the leading alternative operator
in the Spanish telecommunications market.

We believe that we will become the industry leader by (1) developing, marketing
and delivering the premier discount long distance service in the industry
through our sales and service-driven organization; and (2) leveraging our
industry experience and strategic relationships within the telecommunications
arena to provide us with competitive advantages in the areas of
telecommunications acquisition and distribution, call management and
maintenance, sales, marketing and customer services. Our philosophy is to grow
our business by investing in marketing, and delivering our services rather than
investing substantial resources in costly centralized facilities or buying
market share through premium-priced acquisitions.

We have ancillary proprietary products and services to enhance our customer base
in order to achieve maximum penetration and revenue. These products and services
include (1) SPANSURF.COM(R), our free Internet Service Provider and Portal, (2)
SPANTECNICA(R), a service providing in-house technical support and equipment
sales/installations of telephone equipment and end user systems, and (3)
SPANPOWER(R), a discount residential electricity provider serving the
one-kilowatt market (which will be available upon deregulation in approximately
12 months).

We have conducted substantial research of the discount long distance industry.
We have also engaged various professionals to assist us in areas of industry and
competitive analysis, strategy formulation and corporate development. In a short
period of time, we have attracted a well-regarded and experienced management
team and board of directors with executive management and entrepreneurial
credentials as well as significant telecommunications industry experience. We
have also developed several strategic relationships within the industry that we
believe uniquely position us to capitalize on the growing demand for discount
long distance services.


                                       2
<PAGE>

Customers

Our prospective customer base is essentially comprised of anyone who has a fixed
line telephone in Spain. Customers are small and large businesses, government
agencies, single family residences and resort facilities. Currently, the
customer base is represented as follows:

<TABLE>
<CAPTION>
------------------- -------------------------------------- ----------------------------------
Type                Customers                              Typical Application
------------------- -------------------------------------- ----------------------------------
<S>                 <C>                                    <C>
Residential         Single Family Homes, Apartments        Personal calling-provincial,
                                                           interprovincial & international
                                                           calling cards
------------------- -------------------------------------- ----------------------------------
Commercial          Mall stores, restaurants, and          Personal calling-provincial &
                    service stations, homebuilders,        interprovincial, voice data, video
                    general, mechanical, electrical and    conferencing, calling cards
                    plumbing contractors, trucking
                    companies, manufacturing companies,
                    farming and agricultural companies
------------------- -------------------------------------- ----------------------------------
Government          Military, federal, state, country,     Personal calling-provincial &
                    and local agencies, hospitals,         interprovincial, voice data, video
                    medical centers, universities and      conferencing, calling cards
                    schools
------------------- -------------------------------------- ----------------------------------
</TABLE>

Competition

Telefonica has monopolized the telecommunications industry in Spain since phone
service was established approximately 75 years ago. Between 1924 and 1999
telecommunications costs in Spain were some of the highest in all of Europe and
probably would have remained there had it not been for the creation of the
European Union. In the 1990's many of Europe's premier countries agreed to major
changes in the way the countries were governed and how businesses were operated
as a condition of entry. Utilities, such as telephone companies were the first
to be deregulated in order to rid the countries of costly monopolies that hinder
economic growth. Competition in long distance telecommunications has been proven
all over the world to lower prices and increase the services available.

The telecommunications industry consists of numerous sectors that include: local
loop, provincial and inter-provincial calls, international calls, calling cards,
data transmission, point-to-point, voice over IP, video conferencing and the
Internet, to name just a few. While the voice telecommunications industry is
considered mature, the Internet and data transmission and video conferencing
sectors are considered to be in their infancy in Spain.

ITEM 2.          DESCRIPTION OF PROPERTY

We lease the following properties from related party ABC Telemarketing S.L., for
operations and management of our business:


                                       3
<PAGE>

Fuengirola Office, located in Malaga, Spain consists of approximately 2,000
square meters at a rate of 10,969.67 Euros/Month (USD $9,715.00/Month) expiring
January, 2005;

Banus Office, located in Malaga, Spain consists of approximately 500 square
meters at a rate of 3,260.24 Euros/Month (USD $2,887.00/Month) expiring January,
2004;

Madrid Office, located in Madrid, Spain consists of approximately 200 square
meters at a rate of 2,612.72 Euros/Month (USD $2,314.00/Month) expiring
February, 2004.

The monthly rental rate of each of the above properties is based on the Consumer
Price Index of Spain and is adjusted based on such on a yearly basis.

ITEM 3.          LEGAL PROCEEDINGS

To our knowledge, as of December 31, 2001 there are no legal proceedings
currently threatened or pending against us or our property or subsidiaries.

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

On July 12, 2001, at our annual meeting, our shareholders approved the reverse
take-over of Spantel Communications Inc. BVI.

The shareholders voted as follows:

87,000,000 votes in favor of the reverse take-over
0 votes against the reverse take-over
0 votes in abstention.

Additionally on July 12, 2001 the shareholders elected the following individuals
to be our board of directors.

The shareholders voted as follows:

87,000,000 votes in favor of Mohamed A. Khashoggi
0 votes against Mohamed A. Khashoggi
0 votes in abstention.

87,000,000 votes in favor of Jose Ramon Basterra
0 votes against Jose Ramon Basterra
0 votes in abstention.

During the fourth quarter of the fiscal year covered by this report, no matters
were submitted to a vote of our security holders, through the solicitation of
proxies or otherwise.


                                       4
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a)      Market Information. There has been no trading market for our
                  common stock in the last two years. There can be no assurance
                  that a trading market will ever develop or if such a market
                  does develop, that it will continue.

         (b)      Holders. As of December 31, 2001 there were 154 shareholders
                  of record.

         (c)      Dividends. There have been no dividends declared on our
                  outstanding common stock for the last two fiscal years.

         (d)      Recent Sales of Unregistered Stock. We have not executed any
                  sales of unregistered securities in the last three years.

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

Forward-Looking Statements May Not Prove Accurate

When used in this Form 10-KSB, the words "anticipated," "estimate," "expect" and
other similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
including the possibility that we will fail to generate projected revenues.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

Management's Discussion and Analysis

The following discussion is intended to assist in an understanding of our
consolidated financial position as of December 31, 2001, and the results of our
operations for the year then ended. We commenced operations in late 1999 and
therefore a comparison of 2000 results to any prior period would not be
meaningful.

You should read the following discussion and analysis of financial condition and
results of our operations together with the consolidated financial statements
and notes, which appear elsewhere herein. This discussion contains
forward-looking statements that involve risks and uncertainties. As a result of
many factors, such as those set forth in Item 1 "Description of Business" our
actual results may differ materially from those anticipated in these
forward-looking statements.

Going Concern Qualification

As discussed in the financial statements, which are an integral part of this
document, our independent auditors have advised us that as a result of recurring
losses from operations, substantial doubts have been raised about our ability to
continue as a going concern.


                                       5
<PAGE>

Our plan to address this concern is contingent upon attaining profitable
operations and obtaining additional debt and/or equity capital to fund our
operations. Subsequent to December 31, 2001, we obtained approval from certain
of our shareholders to convert their advances to us of approximately $3,750,000
to equity. In addition, we entered into an agreement with a related party to
borrow up to $1,500,000 at market rates and maturing in one year. Further, we
are in the process of negotiating better prices with suppliers, reviewing all
costs, and we have implemented direct access networks for our customers, which
should increase customer consumption due to ease of use.

Revenues

Revenues are derived primarily from the number of minutes of use (or fractions
thereof) that are billed and recorded upon completion of telephone calls. We
maintain local market pricing structures for our services and generally price
our services at a discount to the prices charged by the local incumbent
telecommunications operators and other established carriers. We have
experienced, and expect to continue to experience, declining revenue per minute
in all of our markets as a result of increasing competition, which we expect
will be offset by increased minute volumes and decreased operating costs per
minute.

The main services we provide are the following:

         a)       Post payment telephone services to residential and commercial
                  clients (international, national, local, mobile voice and data
                  services).

         b)       Prepayment telephone services to phone shops and small
                  business.

         c)       Direct access.

         d)       Switch and phone set.

         e)       Telephone cards.

         f)       Technical services.

Revenues of the year ended December 31, 2001, were $7,418,194 versus $2,002,845
in fiscal year 2000. Total revenues were significantly higher than the previous
year due to the overall increase in number of customers and the amount of
service used by each customer.

We have been actively engaged in the telecommunications industry since 1999.

Our target customers are small to medium-sized businesses, and to some extent
niche consumer markets, including selected communities with significant
immigrant population.

Our client contracts generally include an agreed-upon price schedule that
details both fixed and variable prices for contracted services. The client
contracts generally are indefinite and can be canceled at anytime by either
party. Our sales representatives can easily add additional services to existing


                                       6
<PAGE>

contracts, enabling clients to increase the number of locations through which
they access our network, increase the speed of that access, increase the
sophistication of the services they use, or extend the term for existing
services.


Components of Costs and Expenses

COST OF SALES

Our cost of services is primarily affected by the volume of traffic relative to
facilities leased on a point-to-point, fixed-cost basis and capacity leased on a
per minute basis with volume discounts. The majority of our cost of services are
variable, including local access charges and transmission capacity leased on a
per-minute of use basis. A significant percentage of our international
transmission facilities will continue to be leased on a variable cost basis

SELLING, GENERAL AND ADMINISTRATIVE

Our selling, general and administrative expenses consist primarily of costs
incurred to gain new customers, introduction of new products and services,
provide on going customer service and continued expansion. These costs are
principally comprised of costs associated with employee compensation, occupancy,
insurance, professional fees, sales and marketing (including sales commissions)
and bad debt expenses.

We expect that during periods of significant expansion, selling, general and
administrative expenses will increase materially. Accordingly, our results of
operations will vary depending on the timing and speed of our expansion strategy
and, during a period of rapid expansion, will not necessarily reflect the
performance of our more established markets.

Operating expenses increased to $7,048,783 during the fiscal year ended December
31, 2001 compared to $4,110,391, for the year ended December 31, 2000, a 71%
increase over the prior year. The principal reasons for the increase was the
continued aggressive marketing campaign, as well as our variable costs such as
marketing and selling, consulting, professional fees, general and administrative
and infrastructure upgrades and maintenance.

BANDWIDTH AND RELATED COSTS

We have been operating as a switch-less reseller, therefore, not incurring costs
associated with bandwidth. As we grow and evolve into a switched carrier
bandwidth and related costs will primarily be comprised of leasing expenses
associated with network circuits. We will obtain backbone capacity through
short-term leases. We will bear leasing expenses regardless of whether we lease
directly or indirectly through another entity that may lease communications
lines locally on our behalf. As bandwidth prices drop and capacity becomes
available for purchase or long-term lease, we will use some short-term leases on
major international and regional routes with economical long-term solutions. We
expect to purchase such longer-term capacity where it is economical to do so.

DISCONTINUED OPERATIONS


                                       7
<PAGE>

We reported a gain on the disposal of discontinued operations of $312,690, for
the year ended December 31, 2001, compared to a loss from discontinued
operations of $312,690 for the year ended December 31, 2000. This was the result
of the disposal of the net assets of the wholly owned subsidiary, Spansurf,
S.L., an Internet service provider, at the end of the year 2000.

NETWORK OPERATIONS

Upon changing to a switched carrier, our network operation expenses will include
costs associated with our network management, operations and support activities.
These costs include in general leasing and outsourcing expenses.

Our earnings are subject to wide fluctuations since there are many factors over
which we have little or no control. In particular, the overall volume of usage,
the volatility and general level of long distance prices, are important
variables that may significantly affect our operations.

NET LOSS FROM CONTINUING OPERATIONS

Our net loss increased to $5,509,671 during the fiscal year ended December 31,
2001, a 43% increase over the prior year. The increase in the net loss is
attributable primarily to an increase in our operating costs, marketing costs,
and our general and administrative expenses.

ASSETS AND LIABILITIES

As of December 31, 2001, we had total assets of $6,524,665 and total liabilities
of $10,455,371, compared to $5,036,144 and $9,228,830, respectively, as of
December 31, 2000. No assurances can be made as to our ability to meet our cash
requirements in connection with any expansion of our operations or any possible
business combinations.

CASH FLOW

The cash flows for year ended December 31, 2001, reflect the volatile nature of
the telecommunications industry and the reallocation of our assets indicative of
a growing organization.

CAPITAL RESOURCES

Our capital resources have been provided primarily by capital contributions from
stockholders, stockholders' loans and the exchange of outstanding debt into our
common stock.

WORKING CAPITAL AND LIQUIDITY

As of December 31, 2001, we had a working capital deficit of approximately
$5,883,906. We believe that it will be necessary to increase working capital to
continue to expand our marketing activities, acquire additional equipment, open
new offices and hire additional personnel. This may be achieved


                                       8
<PAGE>

by incurring additional indebtedness from stockholders or others or by the sale
of our common stock or other securities.

Plan of Operation

Because of the costs of development of our telephone systems, E-mail system and
other telecommunication systems and other products, and the continuing costs of
expanding our marketing, we expect to incur a loss during the fiscal year ending
December 31, 2002.

We believe that additional equity capital will be required to accomplish our
plan of operations during the next 12 months. As a result, we will be offering
to sell our common stock to further capitalize the Company, in addition we may
borrow from banks and others to the extent necessary to provide liquidity for
our operations. No arrangements for any additional borrowings have been made as
of the date of this filing.

Research and development activities and the costs associated with our plan of
operations have been maintained in order to develop our telephone and other
communications services and products for residential and commercial use. We
expect to continue the development of our telephone and other communications
products to incorporate technical changes and improvements. In addition, as we
increase our marketing activities, we will incur additional operating and
equipments costs.

The specific plan we developed, consists of:

         Implementation of direct access networks, contracted by us.

         Implementation of new customer fidelity campaign.

         Implementation of new "signed contract" policy.

         Creation of a new commercial department, whose main goal is focused on
         small and medium, sized companies.

         Creating a new network of independent agents on a commission basis.

         Negotiating better prices and more facilities with suppliers. This
         would mean a reduction of the current prices and therefore, an increase
         in current margins.

         An aggressive marketing campaign to target different geographic areas
         and customer segments.


Uncertainties:

COSTS OF CONDUCTING BUSINESS

We will be required to incur substantial costs for purchasing new equipment,
increasing marketing operations and related costs. A substantial portion of
those costs must be paid whether or not any of


                                       9
<PAGE>

our telephone and communication services prove to be commercially successful on
a broad scale. The ability to generate a profit depends, among other factors, on
the amount of equipment acquisition costs incurred, the amount of revenues from
the sale of our services and other products, and our operating costs.

COMPETITION

The telecommunication business is highly competitive. Companies in the industry
have substantially greater financial, marketing, and technical resources than
us. Further, the entry into this industry does not necessarily require a large
capital expenditure and, accordingly, it can be expected that additional
competitors may enter the industry in the future. It may be particularly
difficult for a relatively small independent company to compete with larger
companies, which have significantly greater resources. There can be no assurance
that we will be able to successfully compete in such an environment.

TECHNOLOGICAL CHANGE

We expect that many new technologies and products will be introduced in the
telecommunication industry over the next several years. Our success will depend,
among other things, on our ability to develop and maintain a competitive
position technologically. There can be no assurance that we will have access to
subsequently developed technology by other entities. Technological advances by a
competitor may result in our present or future products becoming noncompetitive
or obsolete. We cannot be assured that competitors will not develop functionally
similar or superior services and products, which event could have an adverse
effect on our business.

FLUCTUATIONS IN OPERATING RESULTS

Our revenues and results of operations may vary significantly in the future. Our
revenues and results of operations are difficult to forecast and could be
adversely affected by many factors, some of which are outside our control,
including, among others, the expected relatively long sales and implementation
cycles for our services and products; the size and timing of individual license
transactions and joint venture arrangements; seasonality of revenues; changes in
our operating expenses; changes in the mix of products and services sold; timing
of introduction or enhancement of our products or competitors; market acceptance
of new products; changes in technology; personnel changes and difficulties in
attracting and retaining qualified sales, marketing, technical and consulting
personnel; changes in customers' budgeting cycles; quality control of products
sold; and economic conditions generally and in Spain in particular and in
specific industry segments, particularly the communications industry.

There can be no assurance that our products will achieve broad market acceptance
or that we will be successful in marketing our services and products or
enhancements thereto. In the event that our current or future competitors
release new products that have more advanced features, offer better performance,
or are more price competitive than our services and products, demand for our
products would decline. A decline in demand for, or market acceptance of, our
services and other products as a result of competition, technological change, or
other factors would have material adverse effects on our business, financial
condition, and results of operations.


                                       10
<PAGE>

RAW MATERIALS.

The basic raw materials and components for the telecommunication services and
other products being developed by us are readily available. We do not expect to
experience any significant delays in obtaining timely delivery of our
telecommunication equipment and components.

SEASONALITY.

We expect to experience seasonal variations in revenues and operating costs
because sales activity for our services and products may increase in the summer
and winter seasons which is expected to cause our operations to increase during
such periods.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, which arise during the normal course of business
from changes in foreign exchange rates and interest rates. A discussion of the
primary market risks associated with our foreign currency transactions,
available-for-sale securities, and long-term debt exposure is presented below.

FOREIGN EXCHANGE RISK

We conduct our operations primarily in Spain, and other countries around the
world with a number of different currencies. There is exposure to future
earnings when foreign exchange rates change and certain receivables, payables
and inter-company transactions are denominated in foreign currencies. We monitor
our exposure to foreign currencies through our regular operating activities and
have not historically used derivatives to hedge foreign exchange risk.

Our exposure to exchange rate fluctuations primarily arises from outsourcing
services and assignment agreements, which are denominated in Euros, as well as
operating costs associated with such agreements. The euro-denominated gross
profit offset by other euro-denominated operating costs generally results in a
natural hedge. However, timing of settlement of euro-denominated accounts
receivables and payables subjects us to exchange rate risk on settlement of the
receivables and payables.

As of December 31, 2001, we were primarily exposed to the following currencies:
the Euro.

EURO CONVERSION. On January 1, 1999, 11 of the 15 member countries of the
European Union introduced a new currency, the "Euro". The conversion rates
between the Euro and the participating nations' existing legacy currencies were
fixed irrevocably as of December 31, 1998. Prior to full implementation of the
new currency on January 1, 2002, there was a transition period during which
parties may, at their discretion, use either the legacy currencies or the Euro
for financial transactions.


                                       11
<PAGE>

We are not aware of any material operational issues or costs associated with
preparing internal systems for the Euro. While it is not possible to accurately
predict the impact the Euro will have on the our business or on the economy in
general, management does not anticipate that the Euro conversion will have a
material adverse impact on the our market risk with respect to foreign exchange,
our results of operations, or our financial condition.

ITEM 7.          FINANCIAL STATEMENTS

Financial statements are audited and included herein beginning at page F-1 and
are incorporated herein by reference.

ITEM 8.          CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                 FINANCIAL DISCLOSURES

On June 11, 2001, BDO Dunwoody LLP resigned as our auditors and were replaced by
Salberg & Company PA. The change of auditors occurred as part of the reverse
take-over of Spantel Communications, Inc. BVI, and was approved by our
shareholders at the annual meeting held June 21, 2001.

BDO Dunwoody LLP did not audit or report on our financial statements for the
last three fiscal years (the years ended December 31, 1997, 1998, 1999). These
financial statements were audited by Salberg & Company PA, which was retained
for this purpose.

There has been no disagreement with the former auditors, BDO Dunwoody LLP. The
report of BDO Dunwoody LLP for the financial statements for the year ended
December 31, 1996 and 1995 did not contain an adverse opinion or disclaimer of
opinion, and were not modified as to uncertainty, audit scope or accounting
principles. There was no disagreement between us and BDO Dunwoody LLP. Salberg &
Company PA was not consulted regarding the application of accounting principles
to the reverse take-over of Spantel Communications, Inc. BVI, nor was it
consulted regarding any disagreement between us, and BDO Dunwoody LLP. Salberg &
Company PA was selected because:

         (a)      we saw an opportunity to reactivate ourself through the
                  reverse take-over;

         (b)      to complete the reverse take-over of Spantel Communications,
                  Inc. BVI, we had to have financial statements for the
                  1998,1999, and 2000 fiscal years audited; and

         (c)      we determined that Salberg & Company PA could provide the
                  required auditing and accounting services for a lower price.

The decision to change auditors was made by the audit committee of our board of
directors and was approved by the full board of directors.

Effective January 23, 2002, we retained Spicer Jeffries & Co. of Denver,
Colorado as our new certifying accountants, replacing Salberg & Company PA. The
decision to change accountants was solely prompted on the change of our business
and was made by the audit committee of our board of directors. Salberg & Company
PA was notified on January 23, 2002. There were no disagreements with Salberg &
Company PA on any matter of accounting principals or practices, financial
statement disclosure, or auditing scope or procedure during the period of their
engagement which was June 11, 2001 through January 23, 2002.


                                       12
<PAGE>

The reports of Salberg & Company PA, on our financial statements for the years
ended December 31, 1999 and 2000 contained a modification as to our ability to
continue as a going concern because of our accumulated deficit and working
capital deficiency.

                                    PART III

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

         The Company has established a two (2) member board of directors. On
December 31, 2001, members of the board of directors were as follows:

<TABLE>
<CAPTION>
---------------------------------- -------- ------------------------------
              Name                   Age         Office
---------------------------------- -------- ------------------------------
<S>                                <C>      <C>
Mohamed A. Khashoggi                 38     Director and President
Jose Ramon Basterra                  45     Director and Management
                                            Director
</TABLE>

MOHAMED A. KHASHOGGI. Mr. Khashoggi has been a Director and President since our
inception. From 1997 until joining us, Mr. Khashoggi provided consulting
services on behalf of Ibadesa S.L., a business consulting firm in Madrid, Spain.
He holds a Masters degree in International Studies from the University of Utah.

JOSE RAMON BASTERRA. Mr. Basterra has been the Management Director since our
inception. He has been a vice-president with Abogados & Economistas in Bilbao,
Spain since 1990 and was a Managing Director of Salumar, S.A. in Marbella, Spain
in 1997 and 1998. He holds a law degree from Universidad del Pais Vasco and an
MBA from Instituto de Empresa, both in Bilbao, Spain.

We do not pay any board members any fee or stipend for their service but we do
reimburse directors for any reasonable expenses pertaining to attending
meetings, including travel, lodging and meals.

Our Articles of Incorporation provide that the board of directors shall consist
of not less than one director, each of which shall be elected annually, and
serve for a term of one year. Currently our board of directors consists of Mr.
Khashoggi and Mr. Basterra, who were initially elected in June 1999,
subsequently re-elected in 2000 and 2001, and shall serve until the next annual
meeting of stockholders and until the election and qualification of their
respective successors. Officers are elected annually by our board of directors
and, subject to existing employment agreements, if any, serve at their
discretion.

There are no material proceedings to which any of our directors, officers or
affiliates, any beneficial owner of more than five percent of our common stock,
or any associate of any such director, officer, affiliate or security holder is
a party adverse to us or any of our subsidiaries or has a material interest


                                       13
<PAGE>

adverse to us or any of our subsidiaries. To date, the directors, officers, and
beneficial shareholders have not complied with the requirements of Section 16(a)
of the Securities Exchange Act.

ITEM 10.         EXECUTIVE COMPENSATION

The following table sets forth the aggregate cash compensation paid for services
rendered to us during the last three years by the following executive officers
serving at the end of the year ended December 31, 2001

<TABLE>
<CAPTION>
                                                                                   LONG-TERM COMPENSATION
                                                                              -----------------------------------
                                   ANNUAL COMPENSATION                          AWARDS                PAYOUTS
                       ----------------------------------------------------   -----------------------------------
                                                                                          SECURITIES
                                                                 OTHER        RESTRICTED  UNDERLYING
   NAME AND                                                      ANNUAL          STOCK      OPTIONS/      LTIP        ALL OTHER
PRINCIPAL POSITION      YEAR       SALARYS($)    BONUS($)   COMPENSATION($)    AWARDS($)    SARS(#)    PAYOUTS($)  COMPENSATION($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>      <C>             <C>         <C>              <C>         <C>           <C>         <C>
Mohamed A.              2001     $   46,828.80     --               --             --          --          --             --
Khashoggi,              2000     $   13,855.10     --               --             --          --          --             --
President (1)(2)        1999     $        0        --               --             --          --          --             --


Jose Ramon              2001     $   26,060.20     --               --             --          --          --             --
Basterra,               2000     $   12,237.10     --               --             --          --          --             --
Management              1999     $        0        --               --             --          --          --             --
Director (1)(2)

Cesar Martinez          2001     $   31,699.20     --               --             --          --          --             --
Financial Manager       2000     $        0        --               --             --          --          --             --
(2)(3)                  1999     $        0        --               --             --          --          --             --

Gabriel Delaclaux       2001     $   57,322.20     --               --             --          --          --             --
Operations Director     2000     $    4,875.75     --               --             --          --          --             --
(2)(4)                  1999     $        0        --               --             --          --          --             --
</TABLE>

(1) KHASHOGGI AND BASTERRA BECAME ASSOCIATED WITH THE COMPANY AT INCEPTION. IN
AN ATTEMPT TO CONSERVE WORKING CAPITAL, KHASHOGGI AND BASTERRA, AGREED TO
REDUCED SALARIES UNTIL SUCH TIME AS THE COMPANY WAS MORE SOLVENT.

(2) IN THE YEARS 2000 AND 2001, SALARIES AND INVOICES WERE PAID IN SPANISH
PESETAS. THE RATE SHOWN HERE IS BASED ON THE EXCHANGE RATE FOR THE LAST BUSINESS
DAY OF EACH YEAR.

(3) MR. MARTINEZ WAS PAID FROM JUNE THROUGH DECEMBER OF 2001 FOR HIS SERVICES AS
THE COMPANY'S FINANCIAL DIRECTOR.

(4) MR. DELACLAUX PROVIDED CONSULTING SERVICES ON A NON-AFFILIATED BASIS IN 2000
AND UP UNTIL MAY 2001. HE CONTINUED TO RECEIVE COMPENSATION AGAINST INVOICE
THROUGH DECEMBER 2001 AS OPERATIONS DIRECTOR

OPTION/SAR GRANTS IN LAST FISCAL YEAR

There were no options to purchase shares of our common stock and SARs granted by
us to our named executive officers in the fiscal year ended December 31, 2001.

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

There were no options to purchase shares of our common stock or SARs exercised
in the last fiscal year ended December 31, 2001.


                                       14
<PAGE>

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of December 31, 2001 with respect
to the beneficial ownership of the outstanding shares of our common stock by (1)
each person known by us to be the beneficial owner of more than 5% of our common
stock; (2) each of our directors; (3) each Named Executive Officer; and (4) all
directors and executive officers as a group. As of December 31, 2001 there were
17,693,636 shares of our common stock issued and outstanding.

<TABLE>
<CAPTION>
            NAME AND ADDRESS                                               NUMBER OF SHARES            % OF STOCK
         OF BENEFICIAL OWNER (1)                   TITLE OF CLASS         BENEFICIALLY OWNED       BENEFICIALLY OWNED
         -----------------------                   --------------         ------------------       ------------------
<S>                                                <C>                    <C>                      <C>
Mohamed Khashoggi                                   Common Stock               3,700,000                  20.91%
200-A Benabola
Puerta Banus, 29660, Malaga
Spain
Jose Ramon Basterra                                 Common Stock                 570,900                   3.22%
Jardines del Puerto, Local 21
Avda. Jose Banus S/N
Marbella, 29660, Malaga
Spain
Cesar Martinez                                      Common Stock                  10,000                   *
Jardines del Puerto, Local 21
Avda. Jose Banus S/N
Marbella, 29660, Malaga
Spain
Gabriel Delaclaux                                   Common Stock                  10,000                   *
Jardines del Puerto, Local 21
Avda. Jose Banus S/N
Marbella, 29660, Malaga
Spain
Financiere Hispoano-Suiza SA(1)                     Common Stock               1,000,000                   5.65%
10 Rue Pierre Fation
Geneva, 1206
Switzerland
All directors officers and as a group               Common Stock               5,290,900                   29.9%
(5 persons)
</TABLE>


* Indicates less than 1% ownership.

(1) Financiere Hispoano-Suiza SA is an affiliated company of Credifinance, Ltd.
The shares owned by Financiere Hispoana-Suiza SA were issued to Credifinance for
investment banking services rendered to Spantel.

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Spantel 2000 S.A. relies on a related entity, ABC Telemarketing S.L. ("ABC"), a
Spanish company, for telemarketing services to generate new customers as well as
operating a customer service center for its base of customers. ABC is 50% owned
by the chief executive officer of Spantel 2000 S.A. and charges Spantel 2000
S.A. for the services provided. Spantel 2000 S.A. incurred $1,765,347 and


                                       15






<PAGE>

$2,490,874 during the years ended December 31, 2001 and 2000, respectively
related to these services from ABC.

During 2001 and 2000, we paid $631,919 and $47,373, respectively, to
Credifinance Capital Corp. ("Credifinance") for investment banking fees for
services rendered in connection with the reverse acquisition of Spantel
(formerly Receptagen, Ltd.). At December 31, 2001 an additional $208,982 is owed
Credifinance for amounts advanced for operating expenses incurred by us during
2001. Credifinance is also related to Interunion Financial Corp. which is the
note holder of two notes payable totaling $602,447. Credifinance is also related
to Financiere Hispoana-Suiza SA who is a 5.65% shareholder of Spantel.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) INDEX TO EXHIBITS

EXHIBIT NO.       DESCRIPTION


         2.1      Share Exchange Agreement dated October 23, 2001 by and between
                  Receptagen LTD. and Spantel Communications, Inc. BVI and
                  Spantel 2000, S.A. and Mohamed Khashoggi. *

         3.1      Certificate and Articles of Incorporation. (Incorporated by
                  reference to Exhibit 99 of Registrant's current report filed
                  on Form 8-K filed February 8, 2002).

         3.2      By-laws (Incorporated by reference to Exhibit 3.12 of Form 10
                  filed November 14, 1994).

         16.1     Letters reflecting changes in certifying accountants.
                  (Incorporate by reference to Item 4 of Registrant's current
                  reports filed on Form 8-K filed March 6, 2002, Form 8-K/A
                  filed April 9, 2002 and Form 8-K/A filed May 7, 2002).

         19.1     Notice of Annual and Special Meeting of Shareholders and
                  Management Proxy Circular dated June 6, 2001. *

     *  Indicates Filed Herewith

(B)  REPORTS ON FORM 8-K

         We filed a Form 8-K on October 23, 2001 reporting the following items:

         Item 1.  Changes in Control of Registrant

         Item 2.  Acquisition or Disposition of Assets


                                       16






<PAGE>

         Item 4.  Changes in Registrant's Certifying Accountant

         Item 5.  Other Events (Share Consolidation, Domestication in the State
                  of Florida, Name Change

         Item 6.  Resignations of Registrant's Directors

         Item 7.  Financial Statements and Exhibits


                                       17
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



SPANTEL COMMUNICATIONS, INC.
(Registrant)



By:  /s/ Mohamed A. Khashoggi                         Date:  June 10, 2002
    ------------------------------------------
     Mohamed A. Khashoggi, President


By: /s/ Jose Ramon Basterra                           Date:  June 10, 2002
   -------------------------------------------
     Jose Ramon Basterra, Management Director


                                       18
<PAGE>


                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<PAGE>



                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                      Page
                                                                      ----

Independent Auditors' Report                                           F-2

Consolidated Balance Sheets                                            F-3

Consolidated Statements of Operations                                  F-4

Consolidated Statements of Comprehensive Income                        F-5

Consolidated Statements of Changes in Shareholders' Deficit            F-6

Consolidated Statements of Cash Flows                                  F-7

Notes to Consolidated Financial Statements                             F-8






<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Spantel Communications, Inc.
(formerly Receptagen, Ltd.)

We have audited the accompanying consolidated balance sheets of Spantel
Communications, Inc. and Subsidiaries (formerly Receptagen, Ltd.) as of December
31, 2001 and 2000, and the related consolidated statements of operations,
comprehensive income, changes in shareholders' deficit, and cash flows for the
years then ended. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Spantel
Communications, Inc. and Subsidiaries (formerly Receptagen, Ltd.) as of December
31, 2001 and 2000, and the results of their operations and their cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations that raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in this regard are also
discussed in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                       /s/ SPICER, JEFFRIES & CO.


Denver, Colorado
April 1, 2002






                                      F-2
<PAGE>



                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                             December 31,           December 31,
                                                                                 2001                   2000
                                                                             ------------           ------------
<S>                                                                          <C>                    <C>
                                      ASSETS

CURRENT ASSETS:
  Cash and cash equivalents (Notes 1 and 4)                                  $    983,134           $    676,820
  Receivables:
    Trade, net of allowances for doubtful accounts                              2,285,672                638,324
    Related parties  (Note 6)                                                     251,163                451,313
    Taxes                                                                         571,346                452,038
  Prepaid commissions (Note 6)                                                    399,063                439,478
  Other current assets                                                             81,087                  7,230
                                                                             ------------           ------------
        TOTAL CURRENT ASSETS                                                    4,571,465              2,665,203
                                                                             ------------           ------------

OTHER ASSETS:
  Property and equipment, net  (Note 2)                                           712,667                531,446
  Prepaid commissions (Note 6)                                                  1,197,189              1,757,910
  Deposits                                                                         43,344                 81,585
                                                                             ------------           ------------
       TOTAL OTHER ASSETS                                                       1,953,200              2,370,941
                                                                             ------------           ------------
          TOTAL ASSETS                                                       $  6,524,665           $  5,036,144
                                                                             ============           ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                      $  3,071,983           $  1,032,110
  Advances from bank (Note 4)                                                     723,571                     --
  Due to related parties (Note 6)                                               6,659,817              7,884,030
  Net assets held for disposal  (Note 5)                                               --                312,690
                                                                             ------------           ------------
          TOTAL CURRENT LIABILITIES                                            10,455,371              9,228,830
                                                                             ------------           ------------

COMMITMENTS AND CONTINGENCIES (NOTE 8)

SHAREHOLDERS' DEFICIT (Note 3):
  Common stock, $.001 par value, 100,000,000 shares authorized,
     17,693,636 shares issued and outstanding; and $5.97 par value,
     20,500 shares authorized, issued and outstanding, respectively                17,694                122,437
  Additional paid-in capital                                                    5,226,400                     --
  Accumulated other comprehensive income                                          268,602                (68,702)
  Deficit                                                                      (9,443,402)            (4,246,421)
                                                                             ------------           ------------
        TOTAL SHAREHOLDERS' DEFICIT                                            (3,930,706)            (4,192,686)
                                                                             ------------           ------------

          TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                        $  6,524,665           $  5,036,144
                                                                             ============           ============

</TABLE>



The accompanying notes are an integral part of these statements.



                                      F-3
<PAGE>
                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                           Year Ended
                                                                           December 31,
                                                              -----------------------------------
                                                                  2001                  2000
                                                              ------------           ------------
<S>                                                           <C>                    <C>
SALES                                                         $  7,418,194           $  2,002,845

COST OF SALES                                                   (5,549,226)            (1,768,216)
                                                              ------------           ------------
     GROSS PROFIT                                                1,868,968                234,629
                                                              ------------           ------------

EXPENSES:
  Marketing and selling                                          5,316,093              3,602,422
  Consulting (Note 6)                                              631,919                 47,373
  Professional fees                                                338,232                124,115
  General and administrative                                       635,522                221,481
  Depreciation and amortization                                    127,017                115,000
                                                              ------------           ------------

     TOTAL OPERATING EXPENSES                                    7,048,783              4,110,391
                                                              ------------           ------------

          LOSS FROM OPERATIONS                                  (5,179,815)            (3,875,762)

OTHER INCOME (EXPENSE):
  Interest expense                                                (309,114)              (34, 976)
  Other                                                            (20,742)                52,905
                                                              ------------           ------------
     TOTAL OTHER INCOME (EXPENSE)                                 (329,856)                17,929
                                                              ------------           ------------

               NET LOSS FROM CONTINUING OPERATIONS              (5,509,671)            (3,857,833)

DISCONTINUED OPERATIONS (NOTE 5):
  Loss from discontinued operations                                     --               (311,150)
  Gain (loss) on disposal of discontinued operations               312,690                 (1,540)
                                                              ------------           ------------
       TOTAL GAIN (LOSS) ON DISCONTINUED OPERATIONS                312,690               (312,690)
                                                              ------------           ------------

NET LOSS                                                      $ (5,196,981)          $ (4,170,523)
                                                              ============           ============

BASIC AND DILUTED LOSS PER COMMON SHARE:
    Net loss from continuing operations                       $      (0.32)          $      (0.22)
                                                              ============           ============
    Discontinued operations                                   $        .02           $      (0.02)
                                                              ============           ============
    Net loss                                                  $      (0.30)          $      (0.24)
                                                              ============           ============

WEIGHTED AVERAGE SHARES OUTSTANDING                             17,297,337             17,165,237
                                                              ============           ============


</TABLE>


The accompanying notes are an integral part of these statements.



                                      F-4
<PAGE>
                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                                      Year Ended
                                                       December 31,
                                            ---------------------------------
                                                2001                  2000
                                            -----------           -----------
NET LOSS                                    $(5,196,981)          $(4,170,523)

OTHER COMPREHENSIVE INCOME (LOSS):

   Exchange gains and losses                    337,304               (67,257)
                                            -----------           -----------
COMPREHENSIVE LOSS

                                            $(4,859,677)          $(4,237,780)
                                            ===========           ===========




The accompanying notes are an integral part of these statements.




                                      F-5
<PAGE>

                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT


<TABLE>
<CAPTION>

                                                                                                        Accumulated
                                                 Common                       Common      Additional       Other
                                   Common        Stock           Common       Stock        Paid-In     Comprehensive
                                   Shares        Amount          Shares       Amount       Capital        Income         Deficit
                                 ----------    -----------     ----------   -----------   -----------  -------------   -----------
<S>                                     <C>    <C>                          <C>           <C>           <C>            <C>
BALANCES, DECEMBER 31, 1999             500    $     3,205             --   $        --   $        --   $    (1,445)   $   (75,898)

  Issuance of common stock           20,000        119,232             --            --            --            --             --

  Other comprehensive loss               --             --             --            --            --       (67,257)            --

  Net loss                               --             --             --            --            --            --     (4,170,523)
                                 ----------    -----------     ----------   -----------   -----------   -----------    -----------

BALANCES, DECEMBER 31, 2000          20,500        122,437             --            --            --       (68,702)    (4,246,421)

  Issuance of common stock        2,000,000      6,312,605             --            --            --            --             --

  Reverse acquisition of
   Receptagen (Notes 1 and 3)    (2,020,500)    (6,435,042)    17,693,636        17,694     5,226,400            --             --

  Other comprehensive income             --             --             --            --            --       337,304             --

  Net loss                               --             --             --            --            --            --     (5,196,981)
                                 ----------    -----------     ----------   -----------   -----------   -----------    -----------

BALANCES, DECEMBER 31, 2001              --    $        --     17,963,636   $    17,694   $ 5,226,400   $   268,602    $(9,443,402)
                                 ==========    ===========     ==========   ===========   ===========   ===========    ===========
</TABLE>


The accompanying notes are an integral part of these statements.




                                      F-6
<PAGE>
                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                    Year Ended
                                                                                    December 31,
                                                                          ---------------------------------
                                                                              2001                 2000
                                                                          -----------           -----------
<S>                                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                     $(5,509,671)          $(3,857,833)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation and amortization                                            127,017               115,000
     Increase in accounts receivable, net                                  (1,647,348)             (638,324)
     Increase in taxes receivable                                            (119,308)             (435,546)
     Decrease (increase) in prepaid commissions                               601,136            (2,197,388)
     Increase in other assets                                                 (35,616)              (47,755)
     Increase in advances from bank                                           723,571                    --
     Increase in accounts payable and accrued expenses                      1,664,910             1,023,175
                                                                          -----------           -----------

               Net cash used in operating activities                       (4,195,309)           (6,038,671)
                                                                          -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 (Increase) decrease in receivable from related parties                       200,150              (451,313)
  Cash acquired on reverse acquisition                                             46                    --
  Purchases of property and equipment                                        (308,238)             (635,243)
                                                                          -----------           -----------
               Net cash used in investing activities                         (108,042)           (1,086,556)
                                                                          -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                         --               119,232
  Increase in due to related parties                                        4,272,361             7,748,556
                                                                          -----------           -----------

                 Net cash provided by financing activities                  4,272,361             7,867,788
                                                                          -----------           -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                       337,304               (67,257)
                                                                          -----------           -----------

NET INCREASE IN CASH                                                          306,314               675,304

CASH, beginning of year                                                       676,820                 1,516
                                                                          -----------           -----------

CASH, end of year                                                         $   983,134           $   676,820
                                                                          ===========           ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                                           $   309,114           $    34,976
                                                                          ===========           ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
Liabilities assumed on reverse acquisition, net of cash acquired          $ 1,190,948           $        --
                                                                          ===========           ===========
Common stock issued for shareholder advances                              $ 6,312,605           $        --
                                                                          ===========           ===========

</TABLE>


The accompanying notes are an integral part of these statements.




                                      F-7
<PAGE>
                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION, BUSINESS AND GOING CONCERN

In October 2001 Spantel Communications, Inc. ("Spantel") completed its
domestication and incorporation in the State of Florida, transferring the
Company's charter from Canadian Federal jurisdiction. The Company was formerly
known as Receptagen, Ltd. Subsequently, the shareholders approved an exchange of
common stock of the Company for all of the outstanding common stock of Spantel
Communications, Inc. BVI ("BVI"), a company incorporated on June 9, 1999 in the
British Virgin Islands. The stock exchange between Spantel and BVI has been
considered a reverse acquisition (see Note 3). BVI carries on its business
through Spantel S.A. ("Spantel S.A."), a company incorporated in Spain. Spantel
S.A. is a provider of telephone services to both residential and commercial
customers in Spain. It operates as a reseller of telephone services whereby it
purchases blocks of telephone time from various providers and resells it to its
customers. All of the Company's revenues were generated in Spain and
additionally, all of the Company's assets are located there.

The consolidated financial statements include the accounts of Spantel since the
date of the reverse acquisition and the historical accounts of its wholly owned
subsidiaries, BVI and Spantel S.A. (collectively, the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.

The Company has a shareholders' deficit at December 31, 2001 of $3,930,706 and a
working capital deficit of $5,883,906 that raise substantial doubt about its
ability to continue as a going concern. The ability of the Company to continue
operations is contingent upon attaining profitable operations and obtaining
additional debt and/or equity capital to fund its operations. Subsequent to
December 31, 2001, the Company obtained approval from certain of its
shareholders to convert their advances to the Company of approximately
$3,750,000 to equity. In addition, the Company entered into an agreement with a
related party to borrow up to $1,500,000 at market rates and maturing in not
less than one year. Further, management is in the process of negotiating better
prices with suppliers, reviewing all costs, and has implemented direct access
networks for its customers which should increase customer consumption due to
ease of use.

CASH EQUIVALENTS

All highly liquid investments purchased with an original maturity of three
months or less are considered to be cash equivalents. At December 31, 2001, cash
and cash equivalents includes $817,602 in money market funds that secure
advances from the Company's bank in the amount of $723,571 (see Note 4).

ACCOUNTS RECEIVABLE

The Company uses the allowance method in accounting for bad debts. As of
December 31, 2001 and 2000, the Company had recorded allowances for doubtful
accounts of $705,519 and $402,339. The Company believes all other receivables
are collectible.

PREPAID COMMISSIONS

According to the terms of prevailing contracts, the Company established
commercial relations with a series of telemarketing agencies that provided the
Company with marketing and customer targeting services. Commissions ranging from
5% to 8% are accrued for these services based on consumption generated by
customers gained by these various agencies. Prepaid commissions represent
certain amounts of commissions due in the future that have been advanced to the
various agencies. The telemarketing services of the unrelated agencies ceased
during 2001.

PROPERTY AND EQUIPMENT

The Company provides for depreciation and amortization of these assets using
both straight-line and accelerated methods based on estimated useful lives of,
generally, three to ten years.




                                      F-8
<PAGE>

                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
         (continued)

FOREIGN CURRENCY

The Company's foreign subsidiary uses the local currency as their functional
currency. Accordingly, assets and liabilities of the foreign subsidiary are
translated into United States dollars at end-of-period exchange rates. Revenue
and expenses are translated at average exchange rates in effect during the
period. Gains or losses from foreign currency translation are included in other
comprehensive income.

REVENUE RECOGNITION

Revenue is recognized at the time the services are provided.

LONG-LIVED ASSETS

The Company reviews its long-lived assets for impairment whenever changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
the recoverability test is performed using undiscounted net cash flows estimated
to be generated by the asset.

ADVERTISING COSTS

Advertising and marketing costs are expensed as incurred and totaled $389,558
and $423,442 for the years ended December 31, 2001 and 2000, respectively.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Management believes that the estimates utilized in the
preparation of the consolidated financial statements are prudent and reasonable.
Actual results could differ from these estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Substantially all of the Company's assets and liabilities are carried at fair
value or contracted amounts that approximate fair value. Estimates of fair value
are made at a specific point in time, based on relative market information and
information about the financial instrument, specifically, the value of the
underlying financial instrument. Assets that are recorded at fair value consist
largely of short-term receivables and prepaid expenses, which are carried at
contracted amounts that approximate fair value. Similarly, the Company's
liabilities consist of short term liabilities recorded at contracted amounts
that approximate fair value.

REVERSE STOCK SPLIT

On October 16, 2001, the Company effected a 10 to 1 reverse stock split whereby
each 10 shares were exchanged for one newly issued share. All references to
shares and share prices, including retroactive treatment, reflect the split on
the basis of the effective ratio.



                                      F-9
<PAGE>

                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
         (continued)

NET LOSS PER SHARE OF COMMON STOCK

Net loss per share of common stock is based on the weighted average number of
shares of common stock outstanding, giving effect to the reverse acquisition and
the reverse stock split as discussed above.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities." SFAS 133 establishes accounting
and reporting standards for derivative financial instruments and hedging
activities related to those instruments, as well as other hedging activities.
SFAS 133 has had no impact on the Company.

NOTE 2 - PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>

                                                                  December 31,
                                                           --------------------------
         Cost:                                               2001              2000
         -----                                             --------          --------
         <S>                                               <C>               <C>
         Construction                                      $ 34,727          $ 11,118
         Technical installations and machinery              174,339            86,922
         Other installations, tools and furniture            52,602            46,497
         Data processing equipment                          334,806           322,288
         Software                                           185,189            51,747
         Other assets                                       113,918            75,952
                                                           --------          --------

              Total cost                                   $895,581          $594,524
                                                           ========          ========

         ACCUMULATED DEPRECIATION:

         Construction                                      $  7,127          $  1,736
         Technical installations and machinery               20,072             2,984
         Other installations, tools and furniture             7,598             2,568
         Data processing equipment                          122,977            50,462
         Software                                            10,001               290
         Other assets                                        15,139             5,038
                                                           --------          --------

              Total accumulated depreciation               $182,914          $ 63,078
                                                           ========          ========

                   Net book value                          $712,667          $531,446
                                                           ========          ========

</TABLE>




                                      F-10
<PAGE>
                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 3 - SHAREHOLDERS' EQUITY

The authorized capital stock of the Company consists of 100,000,000 shares of
$.001 par value voting common stock. Each share of common stock is entitled to
one vote. The holders of the capital stock are entitled to receive, when and as
declared by the Board of Directors, dividends payable either in cash, in
property or in shares of the capital stock of the Company. Dividends have no
cumulative rights and dividends will not accumulate if the Directors do not
declare such dividends. Through December 31, 2001, no dividends have been
declared or paid by the Company.

In October 2001, the shareholders approved an exchange of common stock of the
Company for all of the outstanding common stock of Spantel Communications, Inc.
BVI ("BVI"), a company incorporated in the British Virgin Islands. The stock
exchange between Spantel and BVI has been considered a reverse acquisition. The
reverse acquisition was accomplished through the issuance of 16,500,000 shares
of common stock of the Company. At the date of the reverse acquisition, the
Company had 1,193,636 outstanding shares of common stock.

Prior to the reverse acquisition, Spantel issued 20,000 shares of common stock
for cash of $119,232 in December 2000 and 2,000,000 shares of common stock in
June 2001 to repay shareholder advances in the amount of $6,312,605 (see Note
6).

NOTE 4 - ADVANCES FROM BANK

The Company's bank advances funds based on the amount that the Company bills to
its customers each month. These customers then pay the bank directly. In the
event these customers do not pay the bank, the amount receivable from these
customers is charged back against the restricted cash equivalent held by the
bank (see Note 1). The Company is charged a fee by their bank for this service.

NOTE 5 - NET ASSETS HELD FOR DISPOSAL

During the year ended December 31, 2000, the Company approved the disposition of
its wholly-owned subsidiary, Spansurf, S.L. ("Spansurf"). The business purpose
of Spansurf was to render internet services. Accordingly, the net assets of
Spansurf at December 31, 2000 have been presented as net assets held for
disposal. These net assets were disposed of in 2001, and the Company recorded a
gain on the disposition of $312,690. Net assets and results of operations of
Spansurf were approximately as follows:

                                                  December 31,
                                                      2000
                                                  ------------
         Assets:
           Current assets                          $  82,824
           Fixed and other assets                     44,527
                                                   ---------
                                                     127,351
         Liabilities:
           Accounts payable                          440,041
                                                   ---------

             Net assets held for disposal          $(312,690)
                                                   =========



                                                   Year Ended
                                                  December 31,
                                                      2000
                                                  -----------
         Sales                                     $  12,168
         Operating loss                             (311,150)
         Net loss                                   (311,150)





                                      F-11
<PAGE>

                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 6-  RELATED PARTY TRANSACTIONS

Balances with related parties at December 31, 2001 and 2000 consisted of the
following:

<TABLE>
<CAPTION>

                                                            Due from Related Parties            Due to Related Parties
                                                                   December 31,                      December 31,
                                                           --------------------------       -----------------------------
                                                             2001              2000            2001              2000
                                                           --------          --------       ----------         ----------
<S>                                                        <C>               <C>            <C>                <C>
  Non-interest bearing note payable, due upon
  payment by payee to a creditor of the Company
  in the same amount, with earlier maturity upon
  certain events stipulated in the note agreement          $     --          $     --       $  292,229         $       --

  Non-interest bearing note payable, due upon
  payment by payee to a creditor of the Company in
  the same amount, with earlier maturity upon
  certain events stipulated in the note agreement                --                --          310,218                 --

  Advances from shareholders                                     --                --        3,770,576          6,669,610

  Advances from/to related parties                          251,163           451,313          293,637                 --

  Due to related companies for
    telemarketing and other services                             --                --        1,993,157          1,214,420
                                                           --------          --------       ----------         ----------
            Total                                          $251,163          $451,313       $6,659,817         $7,884,030
                                                           ========          ========       ==========         ==========

</TABLE>

Spantel S.A. relies on a related entity, ABC Telemarketing S.L. ("ABC"), a
Spanish company, for telemarketing services to generate new customers as well as
operating a customer service center for its base of customers. ABC is 50% owned
by the chief executive officer of Spantel S.A. and charges Spantel S.A. for the
services provided. Spantel S.A. incurred $1,765,347 and $2,490,874 during the
years ended December 31, 2001 and 2000, respectively related to these services
from ABC. Included in due to related companies for telemarketing and other
services above is $1,974,497 and $1,214,420 as of December 31, 2001 and 2000,
respectively.

During 2001 and 2000, respectively, the Company paid $631,919 and $47,373 to
Credifinance Capital Corp. ("Credifinance") for investment banking fees for
services rendered in connection with the reverse acquisition of Spantel
(formerly Receptagen, Ltd.). At December 31, 2001 an additional $208,982 is owed
Credifinance for amounts advanced for operating expenses incurred by Spantel
during 2001 and is included in due to related parties above for 2001.
Credifinance is also related to the entity that is the note holder of the two
notes payable listed above totaling $602,447 and in addition, is related to
another entity that is a 5.65% shareholder.

Included in due from related parties above is $106,241 and $259,024 as of
December 31, 2001 and 2000, respectively due from Spansurf. Also included in due
from related parties above is $144,922 and $192,289 as of December 31, 2001 and
2000, respectively, due from entities owned by certain shareholders and
directors of the Company and $84,655 due to entities owned by certain
shareholders and directors of the Company.

Included in prepaid commissions at December 31, 2001 and 2000 is $155,959 and
$812,238 to related parties.

NOTE 7 - INCOME TAXES

At December 31, 2001, the Company had an unused U.S. federal net operating loss
carryforward of approximately $15,000 for income tax purposes, which expires in
2021. However, the ability to utilize such losses to offset future taxable
income is subject to various limitations imposed by the rules and regulations of
the Internal Revenue Service. In addition, at December 31, 2001, the Company had
an unused Spanish net operating loss carryforward of approximately $5,321,000
USD, of which $1,302,000 expires in 2015 and the remainder in 2016. These net
operating loss carryforwards may result in future income tax benefits of
approximately $1,864,600; however, because realization is uncertain at this
time, a valuation reserve in the same amount has been established. Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes.





                                      F-12
<PAGE>

                          SPANTEL COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           (formerly Receptagen, Ltd.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 7 - INCOME TAXES (continued)

Significant components of the Company's deferred tax liabilities and assets as
of December 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>

                                                                   2001                   2000
                                                                -----------           -----------
         <S>                                                    <C>                   <C>
         Deferred tax liabilities                               $        --           $        --
                                                                ===========           ===========

         Deferred tax assets:
           U.S. net operating loss carryforwards                $     2,250           $        --
           Spanish net operating loss carryforwards               1,862,350               455,700
           Temporary differences
           Total deferred tax assets                                     --                    --
                                                                -----------           -----------
           Valuation allowance for deferred tax assets            1,864,600               455,700
                                                                 (1,864,600)             (455,700)
                                                                -----------           -----------
                                                                $        --           $        --
                                                                ===========           ===========
</TABLE>


The valuation allowance for deferred tax assets was increased by $1,408,900 and
$455,700 during 2001 and 2000.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company leases office space under month-to-month agreements with related
parties. The annual rents under these leases are approximately $178,792.

The Company purchases all of its telephone services from two suppliers based on
corresponding supply contracts signed by the parties. These contracts are
renewable annually. The Company believes that the contracts subscribed with
these telephone operators will be tacitly renewed on related expiration dates
given that all terms of the contracts have been met and that, if they were not
to renew their contracts, the Company would be able to continue rendering its
services to its customers via alternative operators in the communications
industry.

The Company's cash and cash equivalents are not insured by any regulatory
authority in Spain, therefore, should the bank cease doing business, these
amounts are subject to loss.

NOTE 9 - SUBSEQUENT EVENTS

On March 27, 2002, Spantel S.A. entered into an agreement with a related party
to borrow up to $1,500,000 bearing interest at market rates and maturing in not
less than one year.






                                      F-13