<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

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

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934.

                   For The Fiscal Year Ended December 31, 1999

                      GLOBAL TELEPHONE COMMUNICATION, INC.
              (Exact name of Small Business Issuer in Its Charter)


               NEVADA                                           87-0285729
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                       Identification Number)

3838 CAMINO DEL RIO NORTH, SUITE 333, SAN DIEGO CA               92108-1789
(Address of principal executive offices)                         (Zip Code)

                                 1-800-668-9880
                           (Issuer's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:

<TABLE>
<CAPTION>
         Title of Each Class                      Name of Each Exchange on Which
         To be so Registered                      Each Class is to be Registered
         -------------------                      ------------------------------
<S>                                               <C>
                    n/a                                       n/a
</TABLE>

Securities registered under Section 12(g) of the Exchange Act:

                         COMMON EQUITY, PAR VALUE $.001
                                (Title of Class)



<PAGE>

         Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within 60 days: $23,625,481 as of April 12, 2000.

         Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date: As
of April 12, 2000, there were 17,788,275 shares of common stock outstanding.



<PAGE>

                      GLOBAL TELEPHONE COMMUNICATION, INC.
                                   FORM 10-KSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

----------------- ----------------------------------------------------------------------------     --------------
No.               Title                                                                               Page No.
----------------- ----------------------------------------------------------------------------     --------------
<S>               <C>                                                                              <C>
                                     PART I

Item 1.           Description of Business................................................................1
Item 2.           Description of Property................................................................8
Item 3.           Legal proceedings......................................................................8
Item 4.           Submission of Matters to a Vote of Security Holders....................................8

                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters...............................9
Item 6.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...................................................14
Item 7.           Financial Statements..................................................................22
Item 8.           Changes in Disagreements with Accountants on Accounting
                  and Financial Disclosure..............................................................22

                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons; Compliance With
                  Section 16(a) of the Exchange Act.....................................................23
Item 10.          Executive Compensation................................................................25
Item 11.          Security Ownership of Certain Beneficial Owners and Management........................27
Item 12.          Certain Relationships and Related Transactions........................................28
Item 13.          Exhibits, List and Reports on Form 8-K................................................29
                  Signatures............................................................................34
</TABLE>


<PAGE>

                                     PART I

ITEM 1.      DESCRIPTION OF BUSINESS.

         The Registrant was incorporated on March 10, 1970 for the purpose of
raising capital to develop and possibly put into production certain oil and
mineral deposits. The Registrant was unable to raise development money and
the Registrant's operations ceased and the mineral deposits were abandoned.

         On June 4, 1997 the Registrant acquired Krystar International Ltd.
(Krystar) in exchange for 6,000,000 shares of common stock. Krystar had
proprietary ownership of a technology that transported minerals using
Boundary Air/Laminar Flow Technology. On September 24, 1997, the Board of
Directors of the Registrant discontinued the operations of Krystar and the
6,000,000 shares of common stock were cancelled.

         On June 23, 1997, the Registrant acquired all of the outstanding
shares of Chow's Consulting Corporation for 90,000 common shares of its
common stock. The only asset of Chow's was a mining claim that has since been
deemed worthless and Chow's was dissolved.

         On October 14, 1997 the Registrant changed its name from Dynasty Oil
and Minerals Corporation to Global Telephone Communication, Inc., in line
with a change in its strategic direction. The Registrant's current focus is
to seek and develop opportunities in the IT (Information Technology),
telecommunications, and Internet industries. To capitalize on management's
industry experience and relationships, the Registrant will favor
opportunities in Southeast Asia, with an emphasis on the People's Republic of
China (China.)

         On February 9, 1998, the Registrant acquired all of the issued and
outstanding shares of an operating multimedia company, Planet City Graphics
Corp. (Planet City), a private company incorporated under the laws of British
Columbia, Canada, with offices in Vancouver, BC. The Registrant issued a
total of 1,500,000 common shares in exchange for all the issued and
outstanding shares of Planet City. This acquisition was rescinded on October
1, 1999 as of the date of acquisition. The Registrant returned all shares of
Planet City and received back and cancelled the 1,500,000 shares previously
issued.

         On February 9, 1998, the Registrant also acquired all of the issued
and outstanding shares of another operating multimedia company, Webworks
Multimedia Corporation (Webworks), a private company incorporated under the
laws of British Columbia, Canada, with offices in Vancouver, BC. The
Registrant issued a total of 500,000 common shares in exchange for all the
issued and


                                       1
<PAGE>

outstanding shares of Webworks. This acquisition was rescinded on October 1,
1999 as of the date of acquisition. The Registrant returned all shares of
Webworks and received back and cancelled the 500,000 shares previously issued.

         Both Planet City and Webworks are in the businesses of Web graphic
design and hosting and systems integration. However, these entities failed to
operate profitably and the Registrant has decided that these operations do
not complement its current business direction and thus, disposed of these
operations. (See Item 2 Management's Discussion and Plan of Operation for
more details.)

         On March 24, 1998, the Registrant changed its domicile from the
State of Utah to the State of Nevada.

         On April 16, 1998, the Registrant entered into a Share Exchange
Agreement (Regent Agreement) with Regent Luck Holdings Ltd. (Regent), a
corporation registered and headquartered in Hong Kong, whereby the Registrant
acquired all the issued and outstanding shares of Regent by issuing and
exchanging 4,950,000 common shares of the Registrant with the shareholders of
Regent, which constituted approximately 63% of the Registrant's then
outstanding shares.

         Regent has a 90% interest in a joint venture company, Shenzhen
Global Net Computer Information Co. Ltd. (Shenzhen Global), organized under
the laws of China, which has an Exclusive Agency Agreement with Shenzhen
Newsnet Co., Ltd. (Newsnet), a wholly-owned subsidiary of China Telecom. The
10% minority owner is Shenzhen Xin Yun Da Electronics Co. Ltd., a company
owned by citizens of China.

         The telecommunications business in China is highly regulated by the
central Government's Telecommunications Bureau. A Chinese company must get
authorization from many different levels of government before entering the
telecommunications business. The first step is to obtain Joint Venture
approval from the Foreign Merchant Investment Bureau. To qualify for this
level of approval, an applicant must provide a Joint Venture Feasibility
Report, a Joint Venture Contract, and a Joint Venture Corporate Charter. This
approval, along with all aforesaid documents are then forwarded to the
National Industrial and Commercial Administrative Bureau for a business
license. Newsnet has granted the necessary approvals to operate in the six
cities in which it currently intends to conduct business. Additional
approvals will be sought at the time the Registrant decides to expand to
other cities.

         On June 8, 1998, the Shenzhen Global joint venture was given the
approvals in accordance with China Sino-Foreign Equity Joint Venture
Enterprise Law and by Shenzhen Foreign Investment Bureau (No. 1998 0520). The
business scope of this license includes computer software development,
Internet Protocol (IP) product development along with the related technical
consulting, computer


                                       2
<PAGE>

systems integration and Internet service provider (ISP). The China National
Industrial and Commercial Administrate Bureau issued the Joint Venture
business license on July 28, 1998 effective for 12 years. The cost of the
license itself from the Chinese government was $200.

         Newsnet is a subsidiary of China Telecom and is the biggest ISP in
the city of Shenzhen with a subscriber base of over 60,000. Newsnet entered
into an exclusive agency agreement with Shenzhen Global, which gives Shenzhen
Global the rights to act as exclusive agents to conduct all of Shenzhen
Newsnet=s telecommunications and internet business and services in Shenzhen,
Guangdong Province and in six of the biggest cities in China. The term of the
agency agreement is for 12 years with options to renew, subject to further
negotiations. Profits will be shared on a 69%-31% basis in favor of Shenzhen
Global for the first 18 months and 55%-45% thereafter. As part of the Regent
Agreement, the Registrant agreed to provide funds as capital for the Shenzhen
Global joint venture in the amount of $1,300,000. As of September 30 1999,
the Registrant had provided approximately $975,000 and as of December 31
1999, the Registrant had provided the balance of $325,000 to Shenzhen Global.

         With respect to the Shenzhen Global Joint Venture, the Registrant
will be engaged in the delivery of web-based e-mail, voice over Internet
Protocol, systems integration, Internet access and content, and other
information technology Internet value added applications.

         These products and services will be delivered under licenses
provided directly from China Telecom, the dominant carrier in China, or
through its wholly owned subsidiaries. The services will be delivered to
commercial, residential and educational users through the Public Switched
Telephone network and will have their origin on Internet service platforms
owned jointly or independently by the Registrant.

         Currently, Newsnet is a leading Internet service provider in
Southern China with a 60% market share in the City of Shenzhen. On a national
scale, Newsnet holds a 2% market share. For all six cities, the major
competition is from the ISP arm of China Telecom (HK) Limited (China
Telecom). Newsnet is targeting an average market share of 30% for each city.
Customers usually base their purchase decisions on quality, timing and the
range of services that are offered.

         On March 9, 1999, the Registrant acquired 51% of the issued and
outstanding shares of Pacific Asset International Ltd. (Pacific Asset), a
Hong Kong corporation, in exchange for 600,000 shares of the Registrant's
common stock representing approximately 4% of the Registrant's then issued
common stock. Pacific Asset was expected to provide the Registrant access to
institutional and banking e-commerce business in Asia and the Registrant
planned to assist Pacific Asset in the development of its business in the
telecommunications and


                                       3
<PAGE>

information technology sector. As at December 31, 1999, however, Pacific
Asset had not delivered its shares to the Registrant. As a result, the
Registrant has placed a stop on the 600,000 shares that it issued to Pacific
Asset and is in the process of rescinding its agreement with Pacific Asset.
On March 9, 1999, Pacific Asset had no assets and no liabilities, and as of
the date hereof, there have been no business transactions between the
Registrant and Pacific Asset.

         On September 15, 1999, the Registrant entered into an agreement with
International Communications Enterprises Ltd. (ICE), a company operating and
incorporated in the United Kingdom, to provide funding for a Joint Venture
between ICE and First Telecom (FT) of Hong Kong. The primary purpose of the
Joint Venture will be to originate and terminate telephone traffic in China.
The Registrant has made an investment of approximately $243,500 to acquire
25% of the gross revenue due to ICE from all activities generated by the
ICE/FT venture on a monthly basis. (See Item 2 Management Discussion and Plan
of Operation for more details).

         On October 21, 1999, the Registrant entered into a second joint
venture with ICE as a financial partner to assist it in the development and
distribution of promotional commemorative prepaid calling cards relating to
sports figures. Initially the program is directed primarily towards the
leading drivers of Formula 1 race car teams. ICE has several contracts in
place as of the date hereof including one with the Yamaha race car team. (See
Item 2 Management Discussion and Plan of Operation for more details). In
addition, as of the date hereof, the Registrant has loaned approximately
$200,000 to ICE pursuant to an unsecured promissory note payable on July 4,
2000 bearing interest at an annual rate of 10% from July 1, 2000 to the date
of payment.

         On January 29, 2000, the Registrant completed the acquisition of 70%
of Cyber 2000 Ltd. (Cyber 2000), a Hong Kong company. Cyber 2000 is engaged
in the business of developing Voice over Internet Protocol (VoIP) and is
expected to become a provider of VoIP re-sale services with major
international telephony carriers. The Registrant acquired its interest in
Cyber 2000 for an aggregate purchase price consisting of $1,300,000 in cash
and 500,000 restricted shares of the Registrant's common stock. As of the
date hereof, $850,000 has been provided in cash and 500,000 restricted shares
of the Registrant's common stock, representing 2.9% of the Registrant's then
issued and outstanding common stock, have been issued.

         On March 20, 2000, Cyber 2000, in cooperation with Teleinfo Co. Ltd.
(Teleinfo), a wholly owned subsidiary of China Telecom signed a Service
Agreement with AT&T Asia/Pacific Group (AT&T) in Hong Kong. Under this
Agreement, AT&T is expected to provide a number of professional and
management services to implement Cyber 2000's VoIP Program in China and the
US, including project management, global clearing house and MIS (Management


                                       4
<PAGE>

Information) services. AT&T will also provide and install gateways to the
Company's network, including international Internet Phone circuits from Hong
Kong to the US. AT&T is expected to be able to use its extensive project
management expertise to help Cyber 2000 to quickly establish a high
performance International Internet Phone Backbone Network in Asia and
implement its planned expansion program in offering various services to
carriers and enterprises in China, the US and other countries. Cyber 2000 has
also established a cooperation arrangement with Teleinfo pursuant to which
Teleinfo will work with Cyber 2000 in this project to provide various
supports in marketing and technical programs.

         The Internet and information technology industries are relatively
new and subject to rapid change. Regulatory and political issues in Asia pose
many potential problems. The size of the Asian market, and the low cost of
entry into these new industries are attracting an increasing number of new
entrants. Weaknesses in infrastructure further complicate the task of
building reliable and responsive systems. Intense competition from existing
and potential competitors with longer operating histories, greater brand name
recognition, larger customer bases and greater financial, technical and
marketing resources, may adversely affect the Registrant's ability to secure
a viable position in the marketplace.

         During 1998 and 1999 the Registrant publicly announced:

     the marketing of Year 2000 software solutions;
     its Global Positioning System (GPS) project;
     its plans to acquire an ISP company and
     various marketing agreements.

The Registrant has not pursued any of these due to the following reasons:

         In November of 1998 the Registrant's management team decided that it
would become a provider of Year 2000 (Y2K) software solutions for China.
Management believed that this was complimentary to the Registrant's core
information technology business. As a result of this business decision, on
March 4, 1999 the Registrant entered into a Marketing Agreement with Planet
City to market Planet City's Y2K solutions (the Millennium Bug Compliance
Kit) in China and on April 21, 1999 the Registrant entered into two Agency
Agreements with Manful Commerce Co. Ltd. and Beijing JinXunDa
Telecommunications Technology Development Co. Ltd. to supply the Millennium
Bug Compliance Kit to the Chinese Government. Subsequently, the Y2K solution
was sent to China for testing. After failing the required tests, the
Registrant terminated all contracts involving this product, without penalty,
and subsequently terminated its relationship with Planet City.

         With respect to the GPS project, on June 10, 1999 the Registrant's
joint


                                       5
<PAGE>

venture company, Beijing Global Net Communication Technology Co., Ltd.,
received Chinese governmental approval and the required business licenses to
provide GPS in China. However, the Registrant has elected to postpone further
efforts in this area due to limited resources.

         On June 14, 1999 the Registrant signed a conditional Memorandum of
Agreement to enter into a joint venture with Beijing Tian Guang Information
Communication Services Ltd. (BTGIC), a Chinese company with a valid permit
from the State Information Technologies Ministry to operate as an ISP in the
cities of Beijing, Shanghai and Guangzhou. The Registrant was to issue
1,200,000 shares of its common stock for a 65% equity interest in BTGIC.
After the Registrant's management team completed its due diligence, it
determined that this joint venture would not be beneficial to the Registrant
at the agreed upon terms and conditions, and the agreement was terminated.

         On January 8, 1999 the Registrant announced that it had entered into
a teaming agreement with Veronex Technologies, Inc. to jointly pursue
business opportunities in China. On February 24, 1999 the Registrant
announced that it had entered into a marketing agreement with iBiz Technology
Corp., to market iBiz technology and products in the Pacific Rim. The
anticipated business opportunities have not yet developed sufficiently to
pursue these projects.

         The Registrant has structured operations in accordance with current
local and foreign governmental regulations.

         While there can be no certainty, the Registrant believes that the
regulatory environment will continue to support the Registrant's current and
planned activities. However, any reversal of current government willingness
to continue to approve such activities could have a serious material negative
effect on the business prospects of the Registrant.

         The Registrant has spent approximately $50,000 over the past two
years in developing relationships and opportunities and obtaining licenses
and approvals.

         The available telecommunication and information technology market is
substantial and underserved. The Registrant will not be reliant upon any
small number of major customers in any of its markets.

         The Registrant believes there is minimal, if any, cost to the
Registrant for compliance with current environmental laws.

         The Registrant currently employs eight full time employees and
expects the total number of employees to reach twenty or more within six
months.

         The Registrant plans to market its products and services both
directly and


                                       6
<PAGE>

indirectly. A direct sales force will be developed to market the Registrant's
services and products. Furthermore, the Registrant will use its contacts and
relationships in China to further develop and market the Registrant's
products as they are developed.

             The Registrant has been advised that the Division of Enforcement
of the SEC has commenced an investigation regarding a company (and its
principal) that provided investor relations services to the Registrant during
a portion of 1999. The Registrant has been informed by the SEC that it is not
a target of such investigation. The Registrant is cooperating voluntarily
with the Division of Enforcement in connection with such investigation.

                  The public may read and copy any materials filed with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC.
The address of that site is (http://www.sec.gov). The Registrant's Internet
address is www.globaltci.com





                                       7
<PAGE>

ITEM 2.      DESCRIPTION OF PROPERTIES.

             The Registrant's principal office is located at 3838 Camino Del
Rio North, Suite 333, San Diego CA 92108. This office acts as the
Registrant's U.S. office and is approximately 1,300 square feet and is shared
with the Registrant's U.S. Counsel at no cost to the Registrant.

             The Registrant also operates offices in Vancouver, British
Columbia, Hong Kong and Shenzhen, China.

             The Vancouver office occupies approximately 1,000 square feet
and is located at Suite 910-510 Burrard Street, Vancouver BC, Canada V6C 3A8.
The Registrant leases this space for approximately $3,300 per month on a
month-to-month basis from Thomas J. Kennedy who is an officer and director of
the Registrant.

             The Hong Kong office occupies approximately 1,000 square feet
and is located at 1601 Causeway Bay Plaza 1, 489 Hennessy Road, Hong Kong.
The Registrant leases this space for $800 per month on a month-to-month basis.

             The Shenzhen office occupies approximately 2,000 square feet and
is located at Room 201, Tower B, Fujian Building, Caitain South Road, Fujian
District, Shenzhen city, Quondong Province, China 518026. The Registrant
leases this space for $1,500 per month on a month to month basis.

ITEM 3.      LEGAL PROCEEDINGS.

             The Registrant is not involved in any legal proceedings.

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

         No matters were submitted to a vote of the Company's stockholders
during the fourth quarter of the fiscal year ended December 31, 1999.


                                       8
<PAGE>

                                     PART II

ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS.

(a)     MARKET INFORMATION: The Registrant's common stock trades on the
NASDAQ Pink Sheets under the symbol GTCI. The Registrant's common stock price
as of the close of business on March 31, 2000 was $1.83 per share.

        PRICE RANGE: The following is the range of the high and low bids for
the Registrant's common stock for each quarter within the last two fiscal
years as determined by the over-the counter market. Quotations reflect
inter-dealer prices, without retail market, mark-down or commission and may
not represent actual transactions.

<TABLE>
<CAPTION>

                          1997                          1998                           1999
                          ----                          ----                           ----
QUARTER         HIGH BID       LOW BID        HIGH BID       LOW BID        HIGH BID        LOW BID
--------------- -------------- -------------- -------------- -------------- --------------- --------------
<S>             <C>            <C>            <C>            <C>            <C>             <C>
--------------- -------------- -------------- -------------- -------------- --------------- --------------
MARCH                $6.00         1 1/2            9/16            3/8        1 31/32          1 3/32
--------------- -------------- -------------- -------------- -------------- --------------- --------------

--------------- -------------- -------------- -------------- -------------- --------------- --------------
JUNE                 $3.06         1 1/8           15/16           7/16        3 27/32          1 11/16
--------------- -------------- -------------- -------------- -------------- --------------- --------------

--------------- -------------- -------------- -------------- -------------- --------------- --------------
SEPT.                11/12         1 1/8           13/16           5/16         2 7/16          1 1/2
--------------- -------------- -------------- -------------- -------------- --------------- --------------

--------------- -------------- -------------- -------------- -------------- --------------- --------------
DEC.                 1             7/16            1 1/8          13/32        2 5/16           1 11/16
</TABLE>

        HOLDERS:  The Registrant has approximately 329 common stock
                  shareholders.

DIVIDENDS: The Registrant has never paid a cash dividend. It is the present
policy of the Registrant to retain any extra profits to finance growth and
development of the business. Therefore, the Registrant does not anticipate
paying cash dividends on its common stock in the foreseeable future.

(b)     RECENT SALES OF SECURITIES: The Registrant had the following stock
issuances as described below. All such shares were sold by the officers and
directors of the Registrant and no underwriters were utilized.

         On  June 23, 1997, 90,000 shares of common stock were issued in
             exchange for all of the issued and outstanding shares of Chow's
             Consulting Corporation.

         On  October 23, 1997, 3,000,000 shares of common stock at $.01 per
             share


                                       9
<PAGE>

             pursuant to Regulation D, Rule 504 Offering for a total offering of
             $30,000.

         On  January 16, 1998, 1,140,142 shares of common stock at $.50 per
             share pursuant to a Regulation D, Rule 504 Offering for a total
             offering of $570,071. Of this offering, a total of $180,800 was for
             cash and the balance of $389,271 was for the cancellation of debt.

         On  February 9, 1998, 1,500,000 shares of common stock were issued in
             exchange for all of the issued and outstanding shares of Planet
             City Graphics Corp.

         On  February 9, 1998, 500,000 shares of common stock were issued in
             exchange for all of the issued and outstanding shares of Webworks
             Multimedia Corporation.

         On  April 16, 1998, 4,950,000 shares of common stock were issued in
             exchange for all of the issued and outstanding shares of Regent
             Luck Holdings Limited. The Share Exchange Agreement called for the
             issuance of a total of 5,000,000 shares, but due to an oversight on
             the part of the Registrant's Stock Transfer Agent, only 4,950,000
             shares were in fact issued.

         On  January 16, 1999, 700,000 shares of common stock at $.25 per share
             pursuant to a Regulation D, Rule 504 Offering for a total offering
             of $175,000.

         On  January 20, 1999, 1,574,000 shares of common stock at $.50 per
             share pursuant to a Regulation D, Rule 504 Offering for a total
             offering of $784,500.

         On  January 20, 1999, 80,000 shares of common stock pursuant to
             Regulation D Rule, 504 Offering to settle $40,000 worth of debt
             owed to Koo and Partners for the Company's legal fees for 1998.

         On  March 9, 1999, 600,000 shares of common stock were issued in
             exchange for 51% of the issued and outstanding shares of Pacific
             Asset International Ltd.

         On  March 15, 1999, 200,000 shares of common stock at $1.00 per share
             for a total offering of $200,000.

         On  March 19, 1999, 200,000 shares of common stock at $1.00 per share
             for a total offering of $200,000.


                                       10
<PAGE>

         On  March 26, 1999, 100,000 shares of common stock at $1.00 per share
             for a total offering of $100,000.

         On  April 16, 1999, 200,000 shares of common stock at $1.00 per share
             for a total offering of $200,000.

         On  June 14, 1999, 277,778 shares of common stock at $.72 for a total
             offering of $200,000.

         On  June 28, 1999, 1,494,000 shares were issued as collateral for a
             loan amount to be determined by the Registrant's trading share
             price at the time of funding. The loan was not funded and the
             collateral shares were cancelled on January 31, 2000.

         On  July 27, 1999, 69,444 shares of common stock at $.72 per share for
             a total offering of $50,000.

         On  August 3, 1999, 69,445 shares of common stock at $.72 per share for
             a total offering of $50,000.

         On  August 30, 1999, 25,000 shares of common stock at $2.00 per share
             for a total offering of $50,000.

         On  September 20, 1999, 125,000 shares of common stock at $.80 per
             share for a total offering of $100,000.

         On  October 13, 1999, 100,000 shares of common stock at $1.00 per share
             for a total offering of $100,000.

         On  October 20, 1999, 212,766 shares of common stock at $.94 per share
             for a total offering of $200,000.

         On  November 29,1999, 1050,000 shares of common stock at $1.20 per
             share for a total offering of $1,260,000.

         On  December 20, 1999, 6,383 shares of common stock was issued for
             stock offering costs.

         On  December 29, 1999, 250,000 shares of common stock at $1.00 per
             share for a total offering of $250,000.

         On  December 30, 1999, 52,524 shares of common stock were issued for
             settlement of a promissory note of $86,665.

         On  December 31, 1999, 250,000 shares of common stock at $1.00 per
             share


                                       11
<PAGE>

             for a total offering of $250,000.

         On  January 14, 2000, 500,000 shares of common stock were issued at
             $1.00 per share for a total offering of $500,000.

         January 28, 2000, 500,000 shares of common stock were issued for 70% of
             Cyber 2000 Limited.


         EXEMPTIONS FROM REGISTRATION:

         With respect to the issuance of the 3,000,000 common shares listed
at Item 4(a)2, the 1,140,142 shares listed at Item 4(a)3, the 700,000 common
shares listed at Item 4(a)7 and the 1,574,000 common share listed at Item
4(a)8, such issuances were made in reliance on the private placement
exemptions provided by Section 4(2) of the Securities Act of 1933 as amended,
(the Act), SEC Regulation D, Rule 504 of the Act and Nevada Revised
Statutes Sections 78.211, 78.215, 73.3784, 78.3785 and 78.3791 (collectively
the Nevada Statutes).

             With respect to the issuance of the 90,000 common shares listed
at Item 4(a)1, the 1,500,000 common shares listed at Item 4(a)4, the 500,000
common shares listed at Item 4(a)5, the 4,950,000 common shares listed at
Item 4(a)6, the 80,000 shares listed at Item 4(a) 9, the 600,000 common
shares listed at Item 4(a)10, the 200,000 common shares listed at Item
4(a)11, the 200,000 common shares listed at Item 4(a)12, the 100,000 common
shares listed at Item 4(a)13, the 200,000 shares listed at Item 4(a)14 the
277,778 shares listed at Item 4(a)15, the 1,494,000.shares listed at Item
4(a)16, the 69,444 shares listed at Item 4(a)17, the 69,445 shares listed at
Item 4(a)18, the 25,000 shares listed at Item 4(a)19, the 125,000 shares
listed at Item 4(a)20, the 100,000 shares listed at Item 4(a)21, the 212,766
shares listed at Item 4(a)22, the 1,050,000 shares listed at Item 4(a)23, the
6,383 shares listed at Item 4(a)24, the 250,000 shares listed at Item4(a)25,
the 52,524 shares listed at Item 4(a)26, the 250,000 shares listed at Item
4(a)2, the 500,000 shares listed at Item4(a)28 and the 500,000 shares listed
at Item 4(a)29 such issuances were made in reliance upon the private
placement exemptions provided by Section 4(2) of the Act and the Nevada
Statutes.

             In each instance, each of the purchasers of such shares had
access to sufficient information regarding the Registrant so as to make an
informed investment decision. More specifically, each purchaser signed either
a written Subscription Agreement, a Share Exchange Agreement, a Share
Purchase Agreement or a Collateral Loan Agreement, with respect to their
financial status and investment sophistication wherein they warranted and
represented, among other things, the following:

         That they had the ability to bear the economic risks of investing in
             the shares of the Registrant.


                                        12
<PAGE>
         That they had sufficient knowledge in financial, business, or
             investment matters to evaluate the merits and risks of the
             investment.

         That they had a certain net worth sufficient to meet the suitability
             standards of the Registrant.

         That the Registrant has made available to them, their counsel and
             their advisors, the opportunity to ask questions and that they
             have been given access to any information, documents, financial
             statements, books and records relative to the Registrant and an
             investment in the shares of the Registrant.


                                       13
<PAGE>

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

         The disposition of Krystar was affected by discontinuing operations
and canceling 6,000,000 shares of common stock of the Registrant issued in
connection with this exchange transaction. While there was no impact of this
discontinued operation in 1998, there was loss from discontinued operations
of $87,429 in 1997.

         From February 1998 through March of 1999, the Registrant made four
acquisitions pursuant to share exchange agreements. The first two of these
acquisitions, Planet City and Webworks were rescinded on October 1, 1999 due
to the following business decisions and events:

         Originally, on February 17, 1998 the Registrant concluded
negotiations with two multimedia companies, Planet City and Webworks. The
scope of the business was to develop Internet based telecommunications
application software, products and services. The Registrant acquired combined
assets of $220,000 in exchange for a total of 2,000,000 shares of the
Registrant's common stock. Shortly thereafter, in March 1998, the Registrant
was approached with joint venture opportunities in China. Due to the
underdeveloped telecommunications market in China, the Registrant's
management team believed that it was a prudent business decision to change
the scope of the business. The Registrant then acquired its subsidiary,
Regent, to pursue these opportunities.

         Subsequent to the acquisition of Planet City and Webworks, it became
apparent to management of the Registrant that the strategy and objectives of
both companies were widely divergent from the Registrant's. Further, the
resources of Planet City and Webworks did not fit well with the Registrant's
needs to exploit new telecommunications opportunities in China. For example,
the Registrant determined that the management teams of Planet City and
Webworks were unable to carry out the launching of the Registrant's
Web-hosting, e-commerce and systems integration operations in China. In
addition, the computer equipment and software owned by Planet City and
Webworks needed considerable upgrading in order to serve the needs of the
Registrant. As a result, rather than allocating further resources to these
two operations, the Registrant's Board of Directors decided in August 1999
that it was in the best interest of the Registrant to rescind its agreements
with Planet City and Webworks. On October 1, 1999, the rescissions were
completed. Management believes that these rescissions will not have a
material impact on the Registrant's short or long term liquidity.

             During the years 1998 and 1999 all of the Registrant's revenues
were generated from Planet City and Webworks. During the year ended December
31, 1999, the Registrant generated revenues of $0, a gain on the sale of
securities of $0, and operating expenses of $3,544,596, resulting in a net
loss of $3,546,791.


                                       14
<PAGE>

             During the year ended December 31, 1998 the Registrant raised
$303,591 from notes payable to fund its operations.

             During the year ended December 31, 1999 the Registrant raised
$4,209,500 from the sale of equity securities and $543,631 from notes payable
to fund current operations.

             Regent, the Registrant's remaining subsidiary, has an office in
Hong Kong, but no revenues to date. The Regent Agreement required the
Registrant to provide $1,300,000 in development funds, all of which had been
provided by December 31, 1999. As of December 31, 1999, of the $1,300,000,
$189,237 HAD BEEN spent on opening an office in Shenzhen, employee expenses,
license fees and equipment purchases.

             Operations pursuant to the ISP Agency Agreement between Shenzhen
Global and Newsnet will commence in Shenzhen and then the Registrant intends
to move into five other cities (Beijing, Shanghai, Wuhan, Guangzhou and
Chongquing). The timing of the development will depend upon the success of
the Shenzhen operation. Each additional facility will cost approximately
$1,300,000 to commence operations.

             The strategic partnership with Newsnet is expected to give the
Registrant certain advantages in the marketplace over its competitors,
including a direct customer base of over 60,000, more favorable terms from
China Telecom in lease-line contracts and technical support.

         The Registrant has only external sources of liquidity. During the
years ended December 31, 1998, and December 31, 1999, the Registrant was
engaged primarily in fund raising activities. Pursuant to private placement
offerings, a total of $180,800 in 1998 and $4,209,500 in 1999 was raised.

             On September 15, 1999 the Registrant entered into an agreement
with ICE to provide funding for a joint venture between ICE and FT (ICE/FT
Joint Venture) . Under the terms of the agreement, the Registrant is to
receive revenue participation in exchange for its investment in ICE. ICE is
expected to be a provider of telephony services to business customers, with a
focus on multinational companies in the European Union. The Registrant's
objective is to

become a leading provider of such services in its areas of operations. ICE
has uncovered niche telephony products for this market that it believes
represent revenue opportunities. The Registrant anticipates that the ICE/FT
Joint Venture will allow ICE to deliver voice, fax and data traffic via earth
stations owned by FT in China for termination into China at competitive
pricing. ICE is now seeking funding for its next stage of development in
China. To date, the Registrant has made an investment of approximately
$243,500 for 25% of the gross revenue due to


                                       15
<PAGE>

ICE from all activities generated by the ICE/FT Joint Venture on a monthly
basis. The Registrant is to receive this percentage for a period of time
beginning with the first month of revenue generation and ending when ICE's
revenue participation from the ICE/FT Joint Venture has exceeded
approximately $807,000 ( 500,000) per month for 12 individual months. The
Registrant's gross revenue participation is to decrease to 12 % of the gross
revenue due to ICE from all activities generated by the ICE/FT Joint Venture,
on a monthly basis, for the duration of the ICE/FT Joint Venture. The
Registrant expects revenues to begin in second quarter of 2000.

         On October 21, 1999, the Registrant entered into a second joint
venture with ICE as a financial partner to assist it in the development and
distribution of promotional commemorative prepaid calling cards relating to
sports figures. Initially the program is directed primarily towards the
leading drivers of Formula 1 race car teams. ICE has several contracts in
place as of the date hereof including one with the Yamaha race car team. In
addition, as of the date hereof, the Registrant has loaned approximately
$200,000 to ICE pursuant to an unsecured promissory note payable on July 4,
2000 bearing interest at an annual rate of 10% to commence on July 1, 2000.

         The Registrant has paid approximately $48,400 US ( 30,000) for the
right of first refusal on any and all such cards that ICE may choose to
market.

         The Registrant expects to invest approximately $121,000 ( 75,000)
per card for design, artwork, impression, printing, testing and delivery of
satisfactory network delivery and support capabilities. In exchange, the
Registrant is to receive 50% of ICE's gross revenue monthly until it has
received twice (2x) its original investment, and subsequently, 25% of gross
monthly revenues for as long as the contract is in force, including renewals.

         The Registrant has completed its $121,000 ( 75,000) obligation to
ICE for the Yamaha contract. Two other contracts are also now being funded.

         A copy of the Revenue Sharing Agreement for promotional calling
cards is included as an Exhibit.

         There have been no seasonal aspects that caused any material changes
in the Registrant's financial statements.

         The Registrant's viability is contingent upon its ability to raise
additional funds to support development efforts. There is no assurance the
Registrant will obtain additional financing on terms it deems acceptable.

         The implementation and expansion of the Registrant's business is
expected to require a commitment of substantial funds. The Registrant is
currently negotiating the placement of a subordinated debt facility
(Subordinated Loan) in


                                       16
<PAGE>

the principal amount of $10,000,000 that the Registrant expects to close by
June 30, 2000. In connection with the Subordinated Loan, the Registrant will
be required to deliver a 9% Subordinated Debenture (Debenture) and a
Warrant to Purchase Common Stock (Warrant). On March 31, 2000, the same
lender made available to the Registrant a bridge loan in the maximum
principal amount of $800,000. The Registrant also delivered to such lender a
five year warrant to purchase 200,00 shares of its common stock, exercisable
at $2.25 per share. The bridge loan is evidenced by a 15% Convertible
Promissory Note (the Convertible Note). As of the date hereof, the
Registrant has received an initial advance of principal in the amount
$550,000 under the Convertible Note. Provided no default has occurred under
the Convertible Note, the Registrant may request an additional advance of
principal in the amount of up to $250,000 after May 15, 2000.

         All amounts due under the Convertible Note are due and payable upon
the earlier to occur of June 30, 2000 and the closing of the Subordinated
Loan. In the event of a default under the Convertible Note, the lender may
convert the Convertible Note into a smaller principal amount subordinated
loan facility (Conversion Loan) on substantially the same terms and
conditions as the Subordinated Loan. As a condition to the closing of the
Convertible Note, the Registrant has delivered in escrow a Debenture, Warrant
and related documents relating to the Conversion Loan. Upon a conversion of
the Convertible Note into the Conversion Loan, such documents will be
delivered to the lender and the lender will advance to the Registrant an
amount equal to the difference between the principal amount thereof and all
amounts then due from the Registrant under the Convertible Promissory Note.

         The Debenture will be convertible into shares of Common Stock of the
Registrant (a minimum of 880,000 shares under the Conversion Loan and a
maximum of 2,500,000 shares under the Subordinated Loan) and will be due a
maximum of 30 months after the date of issuance. The holder may convert up to
a specified face amount of the Debenture upon issuance (a minimum of $122,223
under the Conversion Loan and a maximum of $555,556 under the Subordinated
Loan) on each monthly anniversary date thereafter (each, a Due Date). Any
amount not converted accumulates and may be converted thereafter. However,
the holder is prohibited from converting any amount of the Debenture that
would cause the holder's total ownership of common stock to equal five
percent or more of the total shares outstanding. Under the Conversion Loan,
the per share conversion price will be equal to the lesser of (a) $2.50 and
(b) the lowest daily trading price of the common stock (as reported by
Bloomberg) of the twenty (20) consecutive trading days immediately preceding
submission of a notice to convert by the holder. Under the Subordinated Loan,
the per share conversion price will be equal to the lesser of (a) $4.00 and
(b) the average of the three lowest daily trading prices of the common stock
(as reported by Bloomberg) of the twenty (20) consecutive trading days
immediately preceding submission of a notice to convert by the holder. In the
event the closing bid price of the Registrant's common stock


                                       17
<PAGE>

is less than a specified amount per share at any time during the five trading
days preceding a Due Date, the Registrant will have the right to redeem for
cash the monthly conversion amount of the Debenture (in lieu of allowing the
holder to convert such amount) at premiums ranging from 105% to 108%. The
Debenture will be secured by a letter of credit in an initial principal
amount equal to 75% of the principal amount of the Debenture. The required
amount of the letter of credit will decrease by a specified amount for every
$1.00 of principal reduction of the Debenture, whether the reduction occurs
by conversion or redemption.

         The Warrant will be exercisable for the purchase of 40,000 shares of
Common Stock per $100,000 in principal amount of the Debenture, one third of
which will be exercisable at $2.25 per share, one third of which will be
exercisable at $3.00 per share, and one third of which will be exercisable at
$3.75. The Warrant will be exercisable at any time prior to the expiration of
five years from the date of issuance.

         The Registrant will be required to register for resale all shares of
Common Stock issuable upon conversion of the Debenture and exercise of the
Warrant. Certain penalty provisions apply if a registration statement
covering the shares is not filed within 150 days or is not declared effective
within 180 days of the date of issuance.

         The Registrant expects to use a portion of the net proceeds of the
Subordinated Loan to develop its Voice over Internet Protocol (VoIP) and ISP
projects and to make other acquisitions that it deems beneficial to the
continuation of its business.

         Specifically, Cyber 2000, in which the Registrant has a 70%
interest, is developing VoIP and is expanding to become a provider of VoIP
re-sale services with major international telephony carriers and also intends
to build its own Internet Protocol backbone network. The Registrant expects
to use approximately $750,000 in 2000, $1,600,000 in 2001, and $2,550,000 in
2003 from proceeds of the Subordinated Loan to complete this project. In
addition to capital expenditures for equipment, funds will be allocated for
personnel back office support platforms and development of additional
software and products.

          The Registrant believes that the foregoing financing sources will
provide sufficient funds for its operational activities for the next 12
months. Nevertheless, the Registrant intends to pursue additional funding in
the form of additional direct equity. The Registrant does not intend to
develop its own value-added products and services at this time. It will,
instead, purchase or license those products and services from third parties.

          On November 15, 1999 China signed a trade agreement with the United
States that lifts trade barriers. The pact obligates China to cut tariffs an
average of


                                       18
<PAGE>

23% which promises greater access for telecommunications firms. But China
must still sign agreements with several other nations including the European
Union before it can be admitted to the World Trade Organization (WTO), which
will take additional time to resolve.

         Socio-political factors and other variables will have a significant
impact the Registrant's future financial condition. Among other things, China
is seeking entry into the WTO and if it is successful, the liberalization of
its telecom markets to foreigners will have a direct effect on the
Registrant's and its subsidiaries business operations. Some of these factors
are, the lowering of tariff and non-tariff barriers for information
technology products and services; more transparency and clearer rules and
regulations with respect to the telecom industry; an increase in
globalization and the free flow of information among trading partners; access
to more reliable market data; and other multilateral arrangements and market
reforms that are prerequisites for entry into the WTO.

         Present indications from Beijing point to the liberalization of
foreign investment in China's Internet sector. The liberalization of the
telecom sector would allow the Registrant to provide capital and investment
in other value-added products and services within the information
technology/Internet sector such as IP Telephony and Long Distance Calling
Cards that are presently prohibited from foreign participation.

         In the meantime, there are inherent risks in operating in this
sector where the rules and regulations are still uncertain. Opening of the
information technology/Internet sector to foreign participation will also
mean an increase in competition from multinational telecommunications
companies in China. The degree to which it will affect the Registrant's
future operations and financial results is uncertain and will depend on the
competency of the management team in executing its business plan and carrying
out an effective implementation of the core operations of the joint ventures.

         As a result of conducting overseas operations, the Registrant is
vulnerable to foreign exchange fluctuations. This is especially true in Asia
where currency fluctuations and devaluations are not only determined by
market forces but are also affected by the monetary and fiscal policies of
foreign governments. There are also risks associated with the laws and
regulations that apply to the repatriation of capital from overseas
operations.

         The success of the Registrant and its subsidiaries' operations in
China is subject to the political and economic uncertainties of that region.
These unknowns are characterized by unexpected changes in rules and
regulations; tariffs or other barriers; policy changes regarding foreign
asset ownership; changes in tax laws for foreign companies; unexpected
changes in monetary or fiscal policies; market reforms; austerity programs
enacted by the government; government subsidies


                                       19
<PAGE>

that are anti-competitive in nature; currency exchange regulations and lack
of transparency in the financial markets. These and other factors could have
an adverse impact on the Registrant's business and financial results in the
future or require the Registrant to modify its current business practices.

         The market for information technology products and services is
characterized by rapidly changing technology, frequent introductions of new
products and evolving industry standards that result in product obsolescence
and short product life cycles. Accordingly, the Registrant's success is
dependent upon its ability to anticipate technological changes in the
industry and to continually identify, obtain and successfully market new
products and services that satisfy evolving technologies, customer
preferences and industry requirements within the markets that the Registrant
and its subsidiaries operate.

         There can be no assurance that competitors will not market products
and services in the Chinese markets that have certain competitive advantages
over those of the Registrant and its subsidiaries.

         There are also uncertainties and risks attributable to the immature
and volatile nature of the Chinese information technology market. This market
is still in its nascent stage where sufficient data and market studies are
not available for any thorough analysis in determining the viability of the
Registrant's business plan. The Registrant and its subsidiaries mainly have
to rely on the experiences of its local joint venture partners and of its own
management team to make strategic decisions with respect to its operations.
This lack of clear and reliable market information dramatically increases the
risk of the Registrant making incorrect market assumptions.

         The Registrant believes that the size of the emerging market in
China contributes positively to its prospects for success and that the
current availability of capital seems to support present and future needs of
the Registrant's operations. Any material change in the regulatory climate in
China could be materially damaging to the Registrant's future prospects for
success. The Registrant has not had any Y2K problems in 2000.

         Because they do not appear to be material, costs for Y2K compliance
are not being segregated from the Registrant's operating budget. Overall, the
costs are not expected to have a significant effect on the Company's
consolidated financial position or results of operations. The cost is not
foreseen to be significant due to the developmental nature of the business.
Any costs will be deducted from income in the period incurred.

         In the event that any of the Registrant's subsidiaries do not
successfully and timely achieve Y2K compliance, the Registrant's business or
operations will be minimally affected due to the fact that all pertinent data
has been backed up.


                                       20
<PAGE>

Finally, Year 2000 problems could have a ripple effect through world
economies, which could adversely affect the demand for some or all of the
Registrant's products and services. Of course, this is the case for all
operating companies worldwide.

             The Registrant, as part of the certification process, had each
of its operating subsidiaries perform a Y2K dry run, where the dates on all
computers and microprocessor-controlled equipment were set ahead to a date
within the year 2000. These dry runs identified all remaining internal Y2K
issues before any problems occurred. The Registrant performed the dry run on
a subsidiary by subsidiary basis before December 15, 1999. These procedures
do not, however, identify external Y2K problems, and they will not provide
any information as to how Y2K problems throughout world economies may affect
the Registrant.

             In December 1998, the Registrant signed consulting contracts
with Lions Peak Capital Ltd. and Milan Financial Inc. These two companies
have been working with the Registrant to provide consulting services with
respect to investor relations, marketing and business development. The
Registrant has recently retained or is presently seeking new management with
significant experience in areas that are expected to contribute to the
implementation of its current operating plan.

        On October 1, 1999, the Registrant appointed Thomas Brandenburg to
serve as interim Chief Executive Officer (CEO) and Robert Luth as Chief
Financial Officer. Mr. Brandenburg served as interim CEO from October 1, 1999
through December 31, 1999. Effective January 1, 2000, Mr. Brandenburg became
CEO of the Registrant. Due to personal circumstances, Mr. Luth was unable to
assume the CFO position. The Registrant is now seeking a qualified individual
to serve in this position. In addition, on March 2, 2000, the Registrant
appointed Robert J. Andresen to serve as President.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        Financial Statements are referred to in Item 13, listed in Part F/S
and filed and included elsewhere herein as a part of this Annual Report on
Form 10-KSB.

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

        The Registrant's principal independent accountant has not resigned,
declined to stand for re-election, nor were they dismissed. The principal
accountant's report on the financial statements for the last two years
contains no adverse opinion or disclaimer of opinion, nor were they modified
as to uncertainty, audit scope, or accounting principles. There have been no
disagreements with any former accountants or any matter of accounting


                                       21
<PAGE>

principles or practices, financial statement disclosure, or auditing scope or
procedure.


                                       22
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

             The following table sets forth information regarding the
directors, executive officers, promoters and control persons of the
Registrant as of December 31, 1999:

<TABLE>
<CAPTION>

---------------------------------------- -------- ------------------------------ --------- ------------------
     NAME                                  AGE    POSITION                         TERM      SERVED SINCE
---------------------------------------- -------- ------------------------------ --------- ------------------
<S>                                      <C>      <C>                            <C>       <C>
---------------------------------------- -------- ------------------------------ --------- ------------------
1.  Thomas C. Brandenburg                   64    CEO & Director                   2yrs          10/99
---------------------------------------- -------- ------------------------------ --------- ------------------
2.  Terry Wong(1)                           40    President, Chief Operating       2yrs          10/97
                                                  Officer & Director
---------------------------------------- -------- ------------------------------ --------- ------------------
3.  Thomas J. Kennedy                       50    Secretary, Treasurer &           2yrs          10/97
                                                  Director
---------------------------------------- -------- ------------------------------ --------- ------------------
</TABLE>

The following table sets forth information regarding the directors, executive
officers, promoters and control persons of the Registrant as of the date
hereof:

<TABLE>
<CAPTION>

--------------------------------------- --------- ------------------------------ --------- ------------------
     NAME                                 AGE     POSITION                         TERM    SERVED SINCE
--------------------------------------- --------- ------------------------------ --------- ------------------
--------------------------------------- --------- ------------------------------ --------- ------------------
<S>                                     <C>       <C>                            <C>       <C>
1.  Thomas C. Brandenburg                  64     CEO & Director                     2yrs        10/99
--------------------------------------- --------- ------------------------------ --------- ------------------
2.  Robert J Andresen                      53     President & Director               2yrs        03/00
--------------------------------------- --------- ------------------------------ --------- ------------------
Thomas J. Kennedy                          50     Secretary, Treasurer &             2yrs        10/97
                                                  Director
--------------------------------------- --------- ------------------------------ --------- ------------------
4.   Terry Wong                            40     Vice Chairman &                    2yrs        10/97
                                                  Director
--------------------------------------- --------- ------------------------------ --------- ------------------
</TABLE>

4.           THOMAS C. BRANDENBURG

         Mr. Brandenburg became a director of the Registrant on October 1,
1999. He served as interim CEO of the Registrant from October 1, 1999 until
December 31, 1999 and has served as CEO since January 1, 2000.

         Prior to joining the Registrant, Mr. Brandenburg founded US Network
Corporation Inc., the first company to negotiate territory wide term and
volume based resale contracts with any US Regional Bell Operating Company
(RBOC) concluding contracts with Nynex and Ameritech. Prior to his five-year
involvement with that firm, he was the founding chairman of Litel, Inc. from
1984-1988. He commenced his involvement in the

----------------------------
(1) Mr. Wong resigned as President of the Registrant as of March 2, 2000 and
    Mr. Robert J. Andresen was appointed as President on the same day.


                                       23
<PAGE>

communications industry in 1978, providing equity to an MCI reseller, United
Networks Corp. in Dallas and subsequently selling the company to US Tel. From
1974-1978 Mr. Brandenburg served as President and CEO of Rocky Mountain
Industries managing and operating oil ventures in California and Canada, an
auto leasing company, a specialty steel company and land development
activities. Prior to this, he was the Senior Vice President of Graham Loving
& Company, a private brokerage firm. He held a ten year position as Senior
Superintendent for Zurich American Insurance Group from 1960 to 1970.

             Mr. Brandenburg holds a Bachelors and Masters of Art in
Literature from the University of Notre Dame.

4.       ROBERT J. ANDRESEN

         Mr. Andresen has served as Director and Chief Operating Officer of
the Registrant since January 10, 2000 and as President since March 2, 2000.

         Prior to joining the Registrant, Mr. Andresen served as Regional
Vice President for two major voice/data network companies, WILTEL from 1991
to 1993 and WANG LABS from 1987 to 1991, and as General Manager for US
Network Inc., a major reseller of local RBOC services from 1995 to 1997. He
was recruited by the Registrant, away from Focal Communications, a
competitive local exchange carrier where he was responsible for the sales and
customer support in the New York Metro territory. He has directed the design
and implementation of major computer and telecom systems for municipalities
and private sector firms representing long-term projects of up to $15 million.

             Robert Andresen holds a Master of Business Administration in
Finance from Long Island University and a Bachelor of Arts in Psychology from
Brooklyn College. He is a Certified Electronics Technician of the U.S. Marine
Corps.

4.           TERRY WONG

             Mr. Wong has been a Director of the Registrant since March 1998,
and has served as President of the Registrant from March 1998 until March 2,
2000, when he became Vice Chairman.

             Mr. Wong was the President of Fortune Maple Capital Ltd. (Hong
Kong/Canada) from 1989 to 1997. During this time he was instrumental in
setting up major telecommunications projects in North Eastern China and
developing a strategic joint-venture partnership with China's Post and
Telecom real estate development projects in Canada and China in excess of $80
million. He was also involved in investments in high-growth, high-technology
companies in both Asia and North America. From 1984 to 1994, he held the
position of director of sales and marketing for Tak Kee Stevedoring and
Shipping (Hong Kong) where he was responsible for increasing sales for the
company at an annual average rate of 65% during the ten year period and
opened major markets for the company in both China and Malaysia. Mr. Wong
received a BA Commerce degree, with a


                                       24
<PAGE>

focus on finance, from Simon Fraser University, Vancouver, BC in 1982 and was
enrolled in the Master of Economics program the following year.

THOMAS J. KENNEDY

4.                Mr. Kennedy has served as a Director and Secretary and
Treasurer of the Registrant since March 1998.

4.              Mr. Kennedy has been practicing as a barrister, solicitor and
management consultant since 1991. Between 1981 and 1991, Mr. Kennedy was Vice
Chairman of the Workers Compensation Review Board. Prior to this, he served
as a prosecutor for the Canadian Department of Justice, Vancouver regional
office. From 1991 to present, he has held the position of Director for three
public companies: Global Tree Technologies Inc., Rock Resources Inc. and
Nu-Lite Industries Ltd. Mr. Kennedy received a Bachelor of Commerce and
Business Administration degree in 1973 and a Bachelor of Law degree in 1974
from the University of BC in Vancouver and was admitted to the Law Society of
BC in 1975.

ITEM 10.     EXECUTIVE COMPENSATION.

             Mr. Terry Wong, the President, and Mr. Thomas Kennedy, the
Secretary and Treasurer, were the only full time executive officers of the
Registrant during the period ended December 31, 1999. Mr. Brandenburg served
as interim CEO from October 1, 1999 to December 31, 1999. Effective January
1, 2000, Mr. Brandenburg became CEO. Mr. Andresen became President effective
March 2, 2000.

             No executive officer or director of the Registrant received any
cash or non-cash compensation in excess of $100,000 in the years ended
December 31, 1999 or 1998. The following sets forth information concerning
all cash and non-cash compensation awarded to the Registrant's executive
officers in excess of $100,000 for the year ended December 31, 1999:


                                       25
<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                                          SECURITIES
                                                                  OTHER                     UNDER-
                                                                  ANNUAL    RESTRICTED      LYING                     ALL OTHER
                                                                  COMPEN-     STOCK        OPTIONS/        LTIP        COMPEN-
     NAME AND                                         BONUS       SATION     AWARD(S)        SARS         PAYOUTS      SATION
PRINCIPAL POSITION                YEAR     ($)         ($)          ($)        ($)            (#)           ($)          ($)
<S>                               <C>      <C>        <C>         <C>       <C>           <C>             <C>         <C>
Thomas C. Brandenburg, CEO        1999     0(1)         0         89,900(2)     0              0             0           0
Thomas Kennedy
Director                          1999     0            0         0             0              0             0           0
Terry Wong
President                         1999     0            0         0             0              0             0           0
</TABLE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>

                                                                        PERCENT OF
                                                    NUMBER OF         TOTAL OPTIONS/
                                                   SECURITIES          SARS GRANTED
                                                   UNDERLYING          TO EMPLOYEES       EXERCISE OR
                                                  OPTIONS/SARS          IN FISCAL          BASE PRICE
                    NAME                           GRANTED (#)             YEAR              ($/SH)        EXPIRATION DATE
----------------------------------------------
<S>                                               <C>                  <C>                <C>              <C>
Thomas C. Brandenburg                               1,000,000            76.92%              $1.65             09/23/2002
----------------------------------------------
Terry Wong                                            200,000            15.38%              $1.25             09/28/2002
----------------------------------------------
Thomas Kennedy                                        100,000             7.69%              $1.25             09/28/2002
</TABLE>

         Under the terms of his employment agreement with the Company, Mr.
Brandenburg received a one-time signing bonus of $95,000, which will be paid
in 2000. Mr. Brandenburg is entitled to receive base annual compensation of
not less than $360,000 during the three year term of his employment agreement
with the Registrant, and has been receiving his base compensation since
January 1, 2000. In addition, the Board of Directors of the Company has
approved a grant to Mr.

------------------------
(1) Under the terms of his employment agreement with the Registrant, Mr.
    Brandenburg did not receive a salary in the year ended December 31, 1999.
(2) Represents fees paid in 1999 for services as a consultant and interim CEO.


                                       26
<PAGE>

Brandenburg of options to acquire 1,000,000 shares of common stock, which are
exercisable at an exercise price of $1.65 per share and expire on September
23, 2002. Such options are required to be granted under an incentive stock
option plan that qualifies under Section 422A of the Internal Revenue Code to
be adopted by the Registrant subject to any required stockholder approval.
The Registrant has not adopted such a plan as of the date hereof.

             Under his employment agreement with the Registrant, Mr. Andresen
will receive a one-time signing bonus of $50,000, which will be paid in 2000.
Mr. Andresen is entitled to receive base annual compensation of not less than
$200,000 during the three year term of his employment agreement, and has been
receiving his base compensation since January 10, 2000. In addition, the
Board of Directors of the Company has approved a grant to Mr. Andresen of
warrants or nonqualified options to acquire 500,000 shares of common stock.
Such warrants or nonqualified options will be exercisable at an exercise
price to be determined by the Board of Directors of the Registrant.

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The following table sets forth information as to the shares
of common stock owned as of March 31, 2000:

       I.      Each person who beneficially owns so far as the Registrant has
               been able to ascertain, more than 5% of the 17,788,275
               outstanding shares of the Registrant.

       II.     Each director.

       III.    Each of the officers named in the summary compensation table.

       IV.     All the directors and officers as a group unless otherwise
               indicated in the footnotes below on the table is subject to
               community property laws where applicable, the persons as to whom
               the information is given has sole investment power over the
               shares of common stock.


                                       27
<PAGE>

<TABLE>
<CAPTION>

--------------------------------------------- ---------------------------- ------------------------- -----------------
                                                    IV. PRINCIPAL
IV.      NAME                                      BENEFICIAL OWNER            NUMBER OF SHARES          PERCENT
--------------------------------------------- ---------------------------- ------------------------- -----------------
<S>                                           <C>                          <C>                       <C>
--------------------------------------------- ---------------------------- ------------------------- -----------------
1.   Sino Concourse Limited(1)                Mr. Yip & Mr. Lum                    1,875,000                      10%
--------------------------------------------- ---------------------------- ------------------------- -----------------
2.   Sinoway Technology Ltd.(2)               Mr. Joseph Li                        1,825,000                      10%
--------------------------------------------- ---------------------------- ------------------------- -----------------
3.   Braveheart Inc.(3)                       Mr. Roger Burns & Mr.                1,494,000                     8.3%
                                              Jeffery Mill
--------------------------------------------- ---------------------------- ------------------------- -----------------
4.   Ricky Ming Wah Ng                                                             1,250,000                       7%
--------------------------------------------- ---------------------------- ------------------------- -----------------
5.   Terry Wong                                                                    588,000                       3.3%
--------------------------------------------- ---------------------------- ------------------------- -----------------
6.   Thomas J. Kennedy                                                             -0-                             0%
--------------------------------------------- ---------------------------- ------------------------- -----------------
</TABLE>

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

             The Registrant leases office space in Vancouver B.C. from one of
its officers and directors, Thomas Kennedy. The Vancouver office occupies
approximately 1,000 square feet and is located at Suite 910-510 Burrard
Street, Vancouver BC, Canada V6C 3A8. The Registrant leases this space for
approximately US$3,300 per month on a month-to-month basis. There were no
other transactions during the last two years, or proposed transactions, to
which the Registrant was or is to be a party, in which any director,
executive officer, nominee for directorship, security holder or immediate
family member had a direct or indirect material interest as defined by Rule
404 of Regulation S-B..

-------------------
(1) Sino Concourse Limited, is a Hong Kong limited liability company of which
    Mr. Yip owns 80% and Mr. Lum owns 20%.
(2) Mr. Joseph Li is 100% owner of the issued and outstanding shares of Sinoway
    Technology Ltd., a Hong Kong limited liability company.
(3) Messrs. Roger Burns and Jeffery Mill were the beneficial owners of the
    Registrant's common stock which was issued as collateral for a financing
    transaction. As of January 1, 2000, the transaction was rescinded and the
    shares were returned to the Registrant and cancelled.


                                       28
<PAGE>

ITEM 13.     INDEX TO EXHIBITS.

             The following list describes the exhibits filed as part of this
Annual Report Form 10-KSB.

<TABLE>
<CAPTION>

------------------------------------- --------------- -------------------------------------------------------
       EXHIBIT NO.                                    6.           DESCRIPTION
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
<S>                                                   <C>
             2                                        Charter and By-Laws
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             2.1                                      Articles of Merger Merging Global Telephone
                                                      Communication, Inc. (a Utah Corporation) into Global
                                                      Telephone Communication, Inc. (a Nevada Corporation)
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             2.2                                      Articles of Incorporation of Global Telephone
                                                      Communication, Inc.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             2.3                                      Articles of Amendment and Restatement to Articles of
                                                      Incorporation of Dynasty TMT Corp.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             2.4                                      Articles of Amendment to Articles of Incorporation of
                                                      Dynasty TMT Corp.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             2.5                                      Articles of Amendment to the Articles of
                                                      Incorporation of Dynasty TMT Corp.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             2.6                                      Articles of Incorporation of Dynasty Ore and Minerals
                                                      Corporation
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             2.7                                      By-Laws of Global Telephone Communication, Inc.
------------------------------------- --------------- -------------------------------------------------------


                                       29
<PAGE>

------------------------------------- --------------- -------------------------------------------------------
       EXHIBIT NO.                                    6.           DESCRIPTION
------------------------------------- --------------- -------------------------------------------------------
<S>                                                   <C>
                                                      6.
------------------------------------- --------------- -------------------------------------------------------
      None                                            Instruments Refining the rights of Security Holders
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
      None                                            Voting Trust Agreements
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
      6                                               Material Contracts
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.1                                      Share Exchange Acknowledgement of Webworks
                                                      Multimedia Corp.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.2                                      Share Exchange Acknowledgements Planet City
                                                      Graphics Corp.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.3                                      Share Exchange Agreement with Regent Luck Holdings
                                                      Ltd.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.4                                      Amendment of Share Exchange Agreement with Regent
                                                      Luck Holdings Ltd.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.5                                      Joint Venture Agreement between Shenzhen Xun Yun Yun
                                                      Da Electronics Co. Ltd. and Regent Luck Holdings Ltd.
                                                      for Shenzhen Global Net Computer Information Co. Ltd.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.6                                      Agency Agreement between Shenzhen Newsnet Information
                                                      Co. and Shenzhen Global Net Computer Information Co.
                                                      Ltd.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.7                                      Telecommunication Business Operation Approval of
                                                      Peoples Republic of China for Shenzhen Newsagent Co.
                                                      Ltd.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.8                                      Share Exchange Agreement with Pacific Asset
                                                      International Ltd.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------


------------------------------------- --------------- -------------------------------------------------------
       EXHIBIT NO.                                    6.           DESCRIPTION

                                       30
<PAGE>

------------------------------------- --------------- -------------------------------------------------------
<S>                                                   <C>
                                                      6.
------------------------------------- --------------- -------------------------------------------------------
             6.9                                      Consulting Agreement with Lions Peak Capital ltd.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.10                                     Consulting Agreement with Milan Financial Inc.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.11                                     Revenue Participation and Option to Purchase Agreement
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.12                                     Mutual Rescission Agreement Between Global Telephone
                                                      Communication, Inc. and Planet City Graphics Corp.
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.13                                     Mutual Rescission Agreement Between Global Telephone
                                                      Communication, Inc. and Webworks Multimedia
                                                      Corporation
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.14                                     Yamaha Promotional Calling Card Program
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.15                                     First Continental Capital L.P. Revenue Participation
                                                      Agreement
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.16                                     Employment Agreement with Robert J. Andresen
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
             6.17                                     Employment Agreement with Thomas C. Brandenburg
------------------------------------- --------------- -------------------------------------------------------
------------------------------------- --------------- -------------------------------------------------------
      27                                              Financial Data Schedule
------------------------------------- --------------- -------------------------------------------------------
</TABLE>


                                       31
<PAGE>

Reports on Form 8-K

None.


                                       32
<PAGE>

                                   6. PART F/S

             The following financial statements are submitted pursuant to the
information required in Item 310 of Regulation S-B:


                      GLOBAL TELEPHONE COMMUNICATION, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 1998


                                       33
<PAGE>


                                 C O N T E N T S

<TABLE>

<S>                                                                                                    <C>
Independent Auditors' Report............................................................................35

Consolidated Balance Sheets.............................................................................36

Consolidated Statements of Operations...................................................................38

Consolidated Statements of Stockholders' Equity.........................................................39

Consolidated Statements of Cash Flows.................................................................. 42

Notes to the Consolidated Financial Statements......................................................... 44

</TABLE>


                                       34
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Global Telephone Communication, Inc. and Subsidiaries
(A Development Stage Company)
Vancouver, British Columbia, Canada

We have audited the accompanying consolidated balance sheet of Global Telephone
Communication, Inc. and Subsidiaries (a development stage company) as of
December 31, 1999, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998 and from inception on March 10, 1970 through December 31, 1999. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 consolidated financial position of Global
Telephone Communication, Inc. and Subsidiaries (a development stage company) as
of December 31, 1999 and the results of their consolidated operations and their
cash flows for the years ended December 31, 1999 and 1998 and from inception on
March 10, 1970 through December 31, 1999 in conformity with generally accepted
accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has no significant operating
results to date, which raises substantial doubt about its ability to continue as
a doing concern. Management's plans in regard to these matters are also
described in Note 2. The consolidated financial statements do not include any
adjustments that might result form the outcome of this uncertainty.



Jones, Jensen & Company
Salt Lake City, Utah
April 11, 2000


                                       35
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheet


                                     ASSETS

<TABLE>
<CAPTION>

                                                                    December 31,
                                                                        1999
                                                                  -----------------
<S>                                                               <C>
CURRENT ASSETS

   Cash                                                           $       1,485,896
   Restricted cash (note 3)                                                 850,000
   Notes receivable - related party, net                                     50,500
   Investments                                                                2,657
                                                                  -----------------

     Total Current Assets                                                 2,389,053
                                                                  -----------------
FIXED ASSETS, NET (Note 10)                                                  36,825
                                                                  -----------------

OTHER ASSETS

   Deposits                                                                   1,495
                                                                  -----------------
     Total Other Assets                                                       1,495
                                                                  -----------------
     TOTAL ASSETS                                                 $       2,427,373
                                                                  =================

</TABLE>

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


                                       36
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                     Consolidated Balance Sheet (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                     December 31,
                                                                          1999
                                                                  -----------------
<S>                                                               <C>
CURRENT LIABILITIES

   Accounts payable                                               $         143,883
   Accrued expenses (Note 3)                                                166,811
   Notes payable (Note 3)                                                   543,631
   Shareholder payable (Note 4)                                               1,289
                                                                  -----------------

     Total Current Liabilities                                              855,614
                                                                  -----------------
LONG-TERM DEBT                                                               -
                                                                  -----------------
     TOTAL LIABILITIES                                                      855,614
                                                                  -----------------
COMMITMENTS (Note 9)

STOCKHOLDERS' EQUITY

   Preferred stock: 5,000,000 shares authorized of
    $1.00 par value, -0- shares issued and outstanding
   Common stock: 25,000,000 shares authorized of
    $0.001 par value, 16,788,275 shares issued
    and outstanding, respectively                                            16,788
   Additional paid-in capital                                             5,359,665
   Deficit accumulated during the development stage                      (3,804,694)
                                                                  -----------------

     Total Stockholders' Equity                                           1,571,759
                                                                  -----------------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY                                                      $       2,427,373
                                                                  =================

</TABLE>

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


                                       37
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                                                     From
                                                                                                  Inception on
                                                                                                   March 10,
                                                                   For the Years Ended            1970 Through
                                                                       December 31,                December 31
                                                                 1999               1998              1999
                                                              -------------     -------------    ---------------
<S>                                                           <C>               <C>              <C>
REVENUES                                                      $      -          $       4,705    $         4,705
                                                              -------------     -------------    ---------------

OPERATING EXPENSES

   General and administrative                                     3,535,707           407,554          3,989,903
   Depreciation expense                                               8,889               373              9,262
                                                              -------------     -------------    ---------------

     Total Operating Expenses                                     3,544,596           407,927          3,999,165
                                                              -------------     -------------    ---------------

OPERATING LOSS                                                   (3,544,596)         (403,222)        (3,994,460)
                                                              -------------     -------------    ---------------

OTHER INCOME (EXPENSE)

   Interest income                                                    7,003            -                   7,003
   Interest expense                                                  (9,198)           (8,150)           (17,348)
                                                              -------------     -------------    ---------------

     Total Other Income (Expense)                                    (2,195)           (8,150)           (10,345)
                                                              -------------     -------------    ---------------

        Loss Before Discontinued Operations                      (3,546,791)         (411,372)        (4,004,805)

GAIN FROM DISCONTINUED OPERATIONS (Note 5)                          848,891           (11,253)          (251,441)
GAIN ON DISCONTINUED OPERATIONS                                     451,552                 -            451,552
                                                              -------------     -------------    ---------------

   NET LOSS                                                   $  (2,246,348)    $    (422,625)   $    (3,804,694)
                                                              =============     =============    ===============

   Continuing Operations                                      $       (0.36)    $       (0.04)
   Discontinued operations                                             0.13             (0.01)
                                                              -------------     -------------

   NET LOSS PER SHARE OF COMMON STOCK                         $       (0.23)    $       (0.05)
                                                              =============     =============

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                                           9,964,098         7,836,836
                                                              =============     =============

</TABLE>

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


                                       38
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>

                                                                                                      Deficit
                                                                                                    Accumulated
                                                       Common Stock                Additional       During the
                                                --------------------------          Paid-in         Development
                                                  Shares           Amount          Capital            Stage
                                                ----------      ----------        -------------    ------------
<S>                                             <C>             <C>               <C>              <C>
Balance, March 10, 1970                               -         $      -          $      -         $          -

Common stock issued for cash at
   $16.00 per share during 1970                        1,906                2            30,498               -

Common stock issued for services
   rendered at $6.40 per share
   during 1970                                         1,578                1            10,099               -

Common stock issued for cash
   at $32.00 per share during 1971                     4,075                4           130,396               -

Common stock issued for services
   rendered at $15.52 per share during
   the period of inception through 1983               11,641               12           180,581               -

Common stock issued for services
   rendered at $6.40 per share
   during 1988                                         2,817                3            18,027               -

Net loss from inception on
   March 10, 1970 through
   December 31, 1991                                  -                -                 -                  (369,623)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1991                            22,017               22           369,601             (369,623)

Net loss for the year ended
   December 31, 1992                                  -                -                 -                      (552)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1992                            22,017               22           369,601             (370,175)

Net loss for the year ended
   December 31, 1993                                  -                -                 -                      (100)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1993                            22,017               22           369,601             (370,275)

Common stock issued for services
   rendered at $6.40 per share on
   August 1, 1994                                     43,750               44           279,956               -

Net loss for the year ended
   December 31, 1994                                  -                -                 -                  (280,100)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1994                            65,767    $          66     $     649,557    $        (650,375)
                                            ----------------    -------------     -------------    -----------------

</TABLE>

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


                                       39
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
           Consolidated Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>

                                                                                                       Deficit
                                                                                                     Accumulated
                                                       Common Stock                Additional         During the
                                            ---------------------------------       Paid-in           Development
                                                  Shares           Amount           Capital              Stage
                                            ----------------    -------------     -------------    -----------------
<S>                                             <C>             <C>               <C>              <C>
Balance, December 31, 1994                            65,767    $          66     $     649,557    $        (650,375)

Net loss for the year ended
   December 31, 1995                                  -                -                 -                    (4,053)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1995                            65,767               66           649,557             (654,428)

Expenses paid on the Company's
   behalf by a shareholder                            -                -                    716               -

Common stock issued for cash at
   $0.01 per share on July 23, 1996                1,000,000            1,000            39,000               -

Fractional shares issued in
   conjunction with a 1-for-80 reverse
   stock split                                            33           -                 -                    -

Fractional shares issued in conjunction
   with a 3-for-1 forward stock split                     34           -                 -                    -

Net loss for the year ended
   December 31, 1996                                  -                -                 -                  (347,222)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1996                         1,065,834            1,066           689,273           (1,001,650)

Common stock issued to acquire
   Chow's Consulting Corporation
   on April 30, 1997 recorded at
   predecessor cost of $0.00                          90,000               90               (90)              -

Fractional shares canceled in
   conjunction with a 1-for-6
   reverse stock split                                   (41)          -                 -                    -

Common stock issued for cash
   at $0.01 per share                              3,000,000            3,000            28,000               -

Net loss for the year ended
   December 31, 1997                                  -                -                 -                  (134,071)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1997                         4,155,793    $       4,156     $     717,183    $      (1,135,721)
                                            ----------------    -------------     -------------    -----------------

</TABLE>

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


                                       40
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
           Consolidated Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>

                                                                                                        Deficit
                                                                                                      Accumulated
                                                       Common Stock                Additional         During the
                                            ---------------------------------        Paid-in          Development
                                                  Shares           Amount            Capital             Stage
                                            ----------------    -------------     -------------    -----------------
<S>                                             <C>             <C>               <C>              <C>
Balance, December 31, 1997                         4,155,793    $       4,156     $     717,183    $      (1,135,721)

Common stock issued to acquire
 subsidiaries                                      6,950,000            6,950            (6,950)              -

Common stock issued for cash
 at $0.50 per share                                1,140,142            1,140           568,931               -

Net loss for the year ended
 December 31, 1998                                    -                -                 -                  (422,625)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1998                        12,245,935           12,246         1,279,164           (1,558,346)

Common stock issued to acquire
  subsidiaries                                       600,000              600           839,400               -

Common stock issued for cash from $0.50
  to $2.00 ($0.78 average) per share               5,483,433            5,483         4,204,017               -

Stock offering costs paid                              6,383                6           (56,753)              -

Rescinded acquisitions                            (2,000,000)          (2,000)       (1,998,000)              -

Debt converted to equity at
  $1.65 per share                                     52,524               53            86,612               -

Discount on options                                   -                -                505,625               -

Common stock issued for services at
 $1.25 per share                                     400,000              400           499,600               -

Net loss for the year ended
  December 31, 1999                                   -                -                 -                (2,246,348)
                                            ----------------    -------------     -------------    -----------------

Balance, December 31, 1999                        16,788,275    $      16,788     $   5,359,665    $      (3,804,694)
                                            ================    =============     =============    =================
</TABLE>

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


                                       41
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                                     From
                                                                                                  Inception on
                                                                                                   March 10,
                                                                   For the Years Ended            1970 Through
                                                                       December 31,                December 31
                                                                 1999               1998              1999
                                                              -------------     -------------    ---------------
<S>                                                           <C>               <C>              <C>
 OPERATING ACTIVITIES

   Net loss                                                   $  (2,246,348)    $    (422,625)   $    (3,804,694)
   Adjustments to reconcile net
    loss to net cash used by
    operating activities:
       Depreciation expense                                           9,072            57,836             66,908
   Allowance for bad debts                                           49,500                 -             49,500
   Common stock and options
      issued for services and expenses
      paid on behalf of the Company                               1,005,625                 -          1,495,064
   Changes in operating assets and liabilities:
     Increase (decrease) in restricted stock                       (850,000)                -           (850,000)
     Increase (decrease) in inventories                              (2,657)                -             (2,657)
     (Increase) decrease  in stock
      offering costs                                                      -             8,204                  -
     (Increase) decrease in accounts
        receivable                                                 (100,000)           (5,928)          (105,928)
     (Increase) decrease in other assets                                  -          (180,873)          (180,873)
      Increase (decrease) in deposits for 504                          (785)         (170,780)              (785)
     Increase (decrease) in accounts payable                        (11,658)          151,033            146,490
     Increase (decrease) in accrued expenses                        164,179           (30,931)           177,240
                                                              -------------     -------------    ---------------
       Net Cash (Used) by Operating Activities                   (1,983,072)         (594,064)        (3,009,735)
                                                              -------------     -------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Cash paid out of discontinued operations                      (1,205,413)           -              (1,205,413)
   Purchase of fixed assets                                         (39,685)         (209,038)          (248,723)
                                                              -------------     -------------    ---------------

       Net Cash (Used) by Investing Activities                   (1,245,098)         (209,038)        (1,454,136)
                                                              -------------     -------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Increase in notes payable                                        544,921            95,180            995,101
   Common stock issued for cash                                   4,152,753           570,071          4,954,664
                                                              -------------     -------------    ---------------

     Net Cash Provided by Financing Activities                $   4,697,674     $     665,251    $     5,949,765
                                                              -------------     -------------    ---------------

</TABLE>

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


                                       42
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>

                                                                                                     From
                                                                                                  Inception on
                                                                                                   March 10,
                                                                   For the Years Ended            1970 Through
                                                                       December 31,                December 31
                                                                 1999               1998              1999
                                                              -------------     -------------    ---------------
<S>                                                           <C>               <C>              <C>
NET INCREASE (DECREASE ) IN CASH AND
 CASH EQUIVALENTS                                             $   1,469,504     $    (137,851)   $     1,485,894

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                                              16,390           154,241             -
                                                              -------------     -------------    ---------------

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                             $   1,485,894     $      16,390    $     1,485,894
                                                              =============     =============    ===============

CASH PAID FOR:

   Interest                                                   $       9,198     $      66,384    $        75,582
   Income taxes                                               $           -     $           -    $             -

NON-CASH FINANCING
 ACTIVITIES:

   Common stock and options issued for
    services rendered and expenses
    paid on behalf of the Company                             $   1,005,625     $           -    $     1,495,064

   Common stock issued for subsidiaries                       $     840,000     $           -    $       840,000

   Common stock rescinded for subsidiaries                    $  (2,000,000)    $           -    $    (2,000,000)

   Common stock issued for debt                               $      86,665     $           -    $        86,665

</TABLE>

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


                                       43
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 1 -       ORGANIZATION AND ACCOUNTING POLICIES

               a.  Organization

               The financial statements presented are those of Global Telephone
               Communication, Inc. The Company was incorporated on March 10,
               1970 for the purpose of raising capital to develop and possibly
               mine certain oil and mineral deposits. The Company was unable to
               raise development money and the Company's operations ceased and
               the mineral deposits were abandoned. The Company has been seeking
               new business opportunities believed to hold a potential profit.
               The Company changed its name to Global Telephone Communication,
               Inc. on October 14, 1997.

               On June 23, 1997, the Company acquired all of the outstanding
               shares of Chow's Consulting Corporation (Chow's) for 90,000
               common shares of the capital stock of the Company. The only asset
               of Chow's was a mining claim which has since been deemed
               worthless and Chow's was dissolved.

               On February 9, 1998, the Company acquired all of the issued and
               outstanding shares of an operating multimedia company, Planet
               City Graphics Corp. (Planet City), a private company incorporated
               under the laws of British Columbia, Canada, having its office in
               Vancouver, B.C. The Company issued a total of 1,500,000 common
               shares in exchange for all the issued and outstanding shares of
               Planet City. There was no cash consideration and the Company
               accounted for the acquisition of all the shares of Planet City as
               a purchase and an acquisition of a wholly-owned subsidiary. There
               was no adjustment to the carrying value of the assets or
               liabilities of Planet City. The acquisition was rescinded on
               October 1, 1999.

               On February 9, 1998, the Company acquired all of the issued and
               outstanding shares of an operating multimedia company, Webworks
               Multimedia Corporation (Webworks), a private company incorporated
               under the laws of British Columbia, Canada, having its office in
               Vancouver, B.C. The Company issued a total of 500,000 common
               shares in exchange for all the issued and outstanding shares of
               Webworks. There was no cash consideration and the Company
               accounted for the acquisition of all the shares as a purchase and
               an acquisition of a wholly-owned subsidiary. There was no
               adjustment to the carrying value of the assets or liabilities of
               Webworks. The acquisition was rescinded on October 1, 1999.

               On March 24, 1998, the Company changed its domicile from the
               State of Utah to the State of Nevada.

               On April 16, 1998, the Company entered into a Share Exchange
               Agreement with Regent Luck Holdings Limited (Regent), a Hong Kong
               corporation, with offices in Hong Kong, whereby the Company
               acquired all the issued and outstanding shares of Regent by
               issuing and exchanging 4,950,000 shares of the Company to the
               shareholders of Regent.


                                       44
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 1 -       ORGANIZATION AND HISTORY (Continued)

               Regent has a ninety percent (90%) ownership and interest in a
               joint venture company, Shenzhen Global Net Computer Information
               Co. Ltd. (SGNCI), organized under the laws of The Peoples
               Republic of China, with Shenzhen Newsnet Co. Ltd.

               Shenzhen Newsnet Co. Ltd. has obtained the Telecommunications
               Business Operation Approval (No. GDSZ P90007) which allows it to
               carry out computer information internet service.

               Shenzhen Newsnet Co. Ltd. and the joint venture company, Shenzhen
               Global Net Computer Information Co. Ltd. have entered into and
               exclusive agency agreement for Shenzhen Global Net Computer
               Information Co. Ltd. to act as exclusive agents to conduct all
               telecommunications and internet business and services in
               Shenzhen, Guangdong Province, PRC.

               As part of the Share Exchange Agreement, the Company agreed to
               provide funds as capital for the joint venture in the amount of
               $1,300,000. As of December 31, 1999, the Company had met its
               obligation to the joint venture.

               The Company accounted for the acquisition of all the shares of
               Regent as a purchase and an acquisition of a wholly-owned
               subsidiary. There was no adjustment to the carrying value of the
               assets or liabilities of Regent.

               On March 7, 1999, the Company entered into a share exchange
               agreement with Pacific Asset International Ltd. (PAI), a Hong
               Kong Corporation, whereby the Company acquired 51% of the
               outstanding shares of PAI by issuing and exchanging 600,000
               shares of the Company's common stock to the shareholder's of PAI.

               On October 1, 1999, the Company sold Planet City and Webworks
               back to the original shareholders of the respective companies.
               The Company returned to the shareholders all the issued and
               outstanding shares of common stock of each Company in exchange
               for the shares of the Company's common stock held by the
               shareholders. There was no cash consideration and the Company
               accounted for the disposition of all the shares of Planet City
               and Webworks as discontinued operations. The statements of
               operations of the Company have been adjusted to reflect the
               disposition of the subsidiaries as discontinued operations
               retroactively for the nine months ended September 30, 1999 and
               the year ended December 31, 1998.

               b.  Accounting Method

               The Company's financial statements are prepared using the accrual
               method of accounting. The Company has elected a December 31 year
               end.

               c.  Cash and Cash Equivalents

               Cash equivalents include short-term, highly liquid investments
               with maturities of three months or less at the time of
               acquisition.


                                       45
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 1 -       ORGANIZATION AND HISTORY (Continued)

               d.  Basic Loss Per Share

               The computations of basic loss per share of common stock are
               based on the weighted average number of shares outstanding during
               the period. Common stock equivalents are not included because
               they are antidilutive.

               e.  Provision for Taxes

               At December 31, 1999, the Company has net operating loss carry
               forwards totaling approximately $3,700,000 that may be offset
               against future taxable income through 2019. No tax benefit has
               been reported in the financial statements because the Company
               believes there is a 50% or greater chance the loss carryforwards
               will expire unused. Accordingly, the potential tax benefits of
               the loss carryforwards are offset by a valuation allowance of the
               same amount.

               f.  Use of Estimates

               The preparation of financial statements in conformity with
               generally accepted accounting principles requires management to
               make estimates and assumptions that affect the reported amounts
               of assets and liabilities and disclosure of contingent assets and
               liabilities at the date of the financial statements and the
               reported amounts of revenues and expenses during the reporting
               period. Actual results could differ from those estimates.

               g.  Principles of Consolidation

               The consolidated financial statements include those of Global
               Telephone Communication, Inc. Shenzhen Global Net Computer
               Information Co, Ltd., and Regent Luck Holdings Limited Ltd. No
               loss has been attributed to the minority shareholder of SCNGI
               because it has no basis in its shares. All material intercompany
               accounts and transactions have been eliminated.

               h.  Marketable Securities

               Marketable securities represent shares of stock which are
               classified as trading securities and are carried at market value.
               Any change in market value from period to period will be included
               in earnings.

               There are no unrealized gains or losses in either trading
               securities at December 31, 1999.

               i.  Advertising

               The Company follows the policy of charging the cost of
               advertising to expense as incurred.


                                       46
<PAGE>


               GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 1 -       ORGANIZATION AND HISTORY (Continued)


               j. Revenue Recognition

               The Company currently has no source of revenues. Revenue
               recognition policies will be determined when principal operations
               begin.

               k. Costs of Developing Relationships, Opportunities and Acquiring
               Licenses

               Due to the uncertainty of the recoverability of such cost in
               developing relationships, opportunities and in acquiring licenses
               and approvals, these costs are expensed when incurred.

               l.  Foreign Currency Translation

               Monetary assets and liabilities denominated in foreign currencies
               are translated into United States dollars at the period end
               exchange rate. Non-monetary assets are translated at the
               historical exchange rate and all income and expenses are
               translated at the exchange rates prevailing during the period.
               Foreign exchange currency translation adjustments will be
               included in the stockholders' equity section.

               m.  Goodwill

               The excess of the purchase price over the fair market value of
               the assets and liabilities acquired in the purchase of PAI has
               been recorded as goodwill. At December 31, 1999 the Company
               recognized an impairment of the goodwill and expensed it in full.

NOTE 2 -       GOING CONCERN

               The Company's financial statements are prepared using generally
               accepted accounting principles applicable to a going concern
               which contemplates the realization of assets and liquidation of
               liabilities in the normal course of business. However, the
               Company does not have significant cash or other material assets,
               nor does it have an established source of revenues sufficient to
               cover its operating costs and to allow it to continue as a going
               concern. It is the intent of the Company to enter the business of
               internet service in China, build a fully integrated Asia-North
               American Internet Protocol backbone network geared for internet
               communication, the sales of phone cards internationally and to
               participate in wholesale intercontinental telecommunications
               transmissions. The Company intends to complete debt and equity
               offerings to raise the funds to develop its businesses.


                                       47
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 3 -       NOTES PAYABLE

               Notes payable consisted of the following at December 31, 1999:

<TABLE>
<CAPTION>

                                                                          December 31,
                                                                              1999
                                                                       -----------------
               <S>                                                     <C>
               Promissory note to a bank at 6.435%,
                due, secured by certificates of deposit.               $         543,631
                                                                       -----------------

               Total Notes Payable                                     $         543,631
                                                                       =================

</TABLE>

NOTE 4 -       STOCKHOLDER PAYABLE

               The Company owes an officer of a subsidiary $1,289. The amount is
               due upon demand, non interest bearing and unsecured.

NOTE 5 -       INCOME (LOSS) FROM DISCONTINUED OPERATIONS

               On October 1, 1999, the Board of Directors of the Company decided
               to rescind the acquisitions of the Planet City and Webworks. The
               following is the summary of the income (loss) from the
               discontinued operations.

<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                         ---------------------------------------
                                                                               1999                  1998
                                                                         -----------------     -----------------
               <S>                                                       <C>                   <C>
               Sales                                                     $          99,921     $         176,268
               Operating expenses                                                 (112,447)             (187,521)
               Other income                                                        975,172                     -
               Income tax expense                                                 (113,755)                    -
                                                                         -----------------     -----------------

               Income (loss) from discontinued
                operations                                               $         848,891     $         (11,253)
                                                                         =================     =================

</TABLE>

               The Company retains no assets which were attributable to prior
               operations. No income tax expense or benefit has been attributed
               to the gain from the discontinued operations.


                                       48
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 6 -       STOCK TRANSACTIONS

               On June 26, 1996, the shareholders of the Company approved a
               1-for-80 reverse stock split. The financial statements have been
               restated to reflect this change retroactively to inception.

               On December 12, 1996, the shareholders of the Company approved a
               3-for-2 forward stock split. The financial statements have been
               restated to reflect this change retroactively to inception.

               On October 14, 1997, the shareholders of the Company approved a
               1-for-6 reverse stock split. The financial statements have been
               restated to reflect this change retroactively to inception.

               On June 26, 1996, the shareholders of the Company approved a
               change in the par value of its common stock to $0.001 from $0.01.
               The financial statements have been restated to reflect this
               change retroactively to inception.

NOTE 7 -       STOCK OPTION PLAN

               On October 14, 1997, the Company adopted the 1997 Stock Option
               Plan (the APlan@), initially reserving an aggregate of 166,667
               shares of the Company's common stock (the AAvailable Shares@) for
               issuance pursuant to the exercise of stock options (AOptions@)
               which may be granted to employees, officers, and directors of the
               Company and consultants to the Company. The Plan provides for
               annual adjustment in the number of Available Shares, commencing
               December 31, 1997, to a number equal to 10% of the number of
               shares outstanding on December 31 of the preceding year or
               166,667 shares, whichever is greater. No options have been
               granted as of December 31, 1999.

NOTE 8 -       DEPOSIT FOR 504 OFFERING

               On January 21, 1998, the Company completed a Rule 504 stock
               offering. The Company had received $170,780 from investors in
               1997. During 1998, the $170,780 was converted to common stock at
               $0.50 per share.

NOTE 9 -       COMMITMENTS

               The Company is renting its office space for approximately $3,332
               per month on a month-to-month basis.


                                       49
<PAGE>


              GLOBAL TELEPHONE COMMUNICATION, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 10 -      PROPERTY AND EQUIPMENT

               Property and equipment consists of the following:

<TABLE>
<CAPTION>

                                                                   December 31,
                                                                       1999
                                                               -----------------
               <S>                                             <C>
               Computer equipment                              $          31,668
               Office equipment                                           14,602
                                                               -----------------

               Subtotal                                                   46,270
               Accumulated depreciation                                   (9,445)
                                                               -----------------

               Net property and equipment                      $          36,825
                                                               =================

</TABLE>

               Depreciation expense for the years ended December 31, 1999 and
               1998 was $8,889 and $373, respectively.

               Depreciation is computed using the straight-line method over the
               estimated useful lives as follows:

<TABLE>

                           <S>                                         <C>
                           Computer equipment                          5 years
                           Office equipment                            7 years

</TABLE>

NOTE 12 - SUBSEQUENT EVENTS

               On January 14, 2000, the Company issued 500,000 shares of common
               stock at $1.00 per share for a total of $500,000.

               On January 28, 2000 the Company acquired 70% of Cyber 2000
               Limited. This Hong Kong based company is developing voice over
               internet protocol (VOIP) and is to become a provider of VOIP
               re-sale services with major international telephone carriers, and
               also intends to build its own internet provider backbone network.

               Cyber 2000 has established arrangements with major carriers to
               implement VOIP in Hong Kong and the Peoples Republic of China.
               The Company acquired 70% of Cyber 2000 for investment of
               approximately $2.5 million in cash and stock.

               This subsidiary will be a facilities-based provider that will own
               or lease a substantial portion of the property, plant and
               equipment necessary to offer a broad range of integrated
               communication services. Cyber 2000 will focus on international
               wholesale telecommunication requirements and will sell both
               origination and termination services.


                                       50
<PAGE>

                                   SIGNATURES

             In accordance with Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.



                                            GLOBAL TELEPHONE COMMUNICATION INC.



Dated:       April 12, 2000                 BY: /s/ ROBERT J. ANDRESEN
                                                ----------------------
                                                ROBERT J. ANDRESEN
                                                President

             Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                        TITLE                                  DATE
---------                        -----                                  ----
<S>                              <C>                                    <C>

/s/ THOMAS C. BRANDENBURG        Chairman of the Board,                 April 12, 2000
-------------------------        and Chief Executive Officer
Thomas C. Brandenburg


/s/ ROBERT J ANDRESEN            President and Chief Operating          April 12, 2000
-------------------------        Officer
Robert J Andresen



/s/ THOMAS J. KENNEDY            Secretary, Treasurer, and              April 12, 2000
-------------------------        Director
Thomas J. Kennedy
</TABLE>


                                       51