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

                               FORM 10-QSB
 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended Sept 30, 1997

                                   OR

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

    For the transition period from _______________ to _______________

                    Commission file number 33-853963

                          INTRATEL GROUP, LTD.
                          --------------------
    (Exact Name of Small Business Issuer as Specified in Its Charter)

          Delaware                                    72-1265159         
          --------                                    ----------
State or Other Jurisdiction of                IRS Employer Identification
Incorporation or Organization                           Number           


        28050 US Hwy 19 N - Suite 202, Clearwater, FL      34621
      -------------------------------------------------------------
     (Address of principal executive offices)            (Zip Code)

                             (813)-797-9000
           --------------------------------------------------
           Registrant's Telephone Number, Including Area Code

                             Not Applicable
                             --------------
    (Former Name, Former Address, and Formal Fiscal Year, if Changed
                           Since Last Report.)

Check whether the issuer(1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                         Yes    X    No        .
                             -------    -------

   The number of shares outstanding of each of the issuer's classes of
            common shares, as of the latest practicable date:

                Class
       Preferred Stock, $.0001              Outstanding at Sept. 30, 1997
              par value
        Common Stock, $.0001                          1,527,620
              par value                    -----------------------------
                                                Outstanding Securities

                                    1

<PAGE>

                          INTRATEL GROUP, LTD.
                          INDEX TO FORM 10-QSB


                                  INDEX


                                                                     PAGE
                                                                     ----

PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements

     Condensed Financial Statements:

     Condensed Balance Sheets as of Sept 30, 1997 and                  1
        December 31, 1996                                               

     Condensed Statements of Operations for the Three Months           2
         Ended Sept 30, 1997 and 1996                                   

     Condensed Statement of Stockholders' Equity                       3 

     Condensed Statements of Cash Flows for the Three Months           4
         Ended Sept 30, 1997 and 1996                                  

     Notes to Condensed Financial Statements                           5 


     Item 2.   Management's Discussion and Analysis of                 5
                  Financial Condition and Results of Operations       


PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings                                       6 

     Item 2.   Changes in Securities                                   6 

     Item 3.   Defaults Upon Senior Securities                         6 

     Item 4.   Submission of Matters to a Vote of Security-Holders     6 

     Item 5.   Other Information                                       6 

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

SIGNATURES                                                             7 

                                    0

<PAGE>

                          INTRATEL GROUP, LTD.
                         CONDENSED BALANCE SHEET
                               (Unaudited)

                                                 SEPT 30,      DECEMBER 31,
                                                   1997           1996
                                                ----------     ----------
                                 ASSETS
                                 ------

CURRENT ASSETS:
   Cash                                          $  134,635     $  188,365 
   Investments                                            -          1,180 
   Accounts Receivable                              350,550        308,633 
   Prepaid Expenses                                   6,723            109 
                                                 ----------     ---------- 
Total Current Assets                                491,908        498,287 

FIXED ASSETS:
   Equipment and Furniture                           86,703         64,529 
   Accumulated Depreciation                         (37,681)       (27,565)
                                                 ----------     ---------- 
Net Cost                                             49,022         36,964 

OTHER ASSETS:
   Deposits                                          45,083 
   Organization Costs                               100,000 
   Due From Infinet Software, Inc.                2,182,866         10,000 
                                                 ----------     ---------- 

TOTAL ASSETS                                     $2,868,879     $  545,251 
                                                 ==========     ========== 

                  LIABILITIES AND STOCKHOLDERS' EQUITY
                  ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                              $  342,708     $   11,376 
   Accrued Expenses                                 212,762        199,491 
   Note  Payable, Shareholder                     1,174,155         15,000 
   Current Deferred Tax Liability                    25,800         22,500 
                                                 ----------     ---------- 
Total Current Liabilities                         1,755,425        248,367 
                                                 ----------     ---------- 

Deferred tax liability                                7,300 
Long Term Liability                               4,118,514         10,000 
                                                 ----------     ---------- 

   Total liabilities                              5,881,239        258,367 
                                                 ==========     ========== 

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $.0001 par value;                     0              0 
      25,000,000 shares authorized;
      none issued
   Common stock, $.0001 par value;                      153            153 
      100,000,000 shares authorized;
      1,527,620 and outstanding
Treasury Stock                                   (1,200,000)
Additional paid-in capital                          205,943        205,943 
Retained Earnings                                (2,018,456)        80,788 
                                                 ----------     ---------- 
         Total stockholders' equity              (3,012,360)       288,884 

TOTAL LIABILITIES AND EQUITY                     $2,868,879     $  545,251 
                                                 ==========     ========== 

See accompanying notes to condensed
 consolidated financial statements.

                                    1

<PAGE>

Intratel Group, LTD.
Condensed Consolidated Statements of Income
for the three months ended Sept 30, 1997 and 1996


                                                    1997            1996
                                                 ----------      ----------

Revenues:
 Commissions                                          367,154        685,155 
 Long Distance                                        171,210           -    
 Fees                                                     553           -    
                                                   ----------     ---------- 
 Total Revenues                                       538,917        685,155 
                                                   ----------     ---------- 

Cost of Sales:
 Commission expense                                   233,843        400,000 
 Reseller and other costs                             152,676           -    
                                                   ----------
 Total cost of sales                                  386,519           -    
                                                   ----------     ---------- 

 Gross profit                                         152,398        285,155 
                                                   ----------     ---------- 

Operating Expenses:
 Selling and marketing                                 11,180         11,000 
 General and administrative                           998,472        186,921 
                                                   ----------     ---------- 
 Total operating expenses                           1,009,652        197,921 
                                                   ----------     ---------- 

Income from operations                               (857,254)        87,234 
                                                   ----------     ---------- 

Other Income:
 Interest Income                                        2,034           -    
                                                   ----------     ---------- 
 Total other income                                     2,034           -    
                                                   ----------     ---------- 

Income before income taxes                           (855,220)        87,234 

Income tax provision                                        0              0 
                                                   ----------     ---------- 

Net income                                           (855,220)        87,234 
                                                   ==========     ========== 

Net Income per share                                    (0.00)          0.06 
                                                   ==========     ========== 

Average common shares outstanding                   1,527,620      1,527,620 
                                                   ==========     ========== 


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



                                    2

<PAGE>

Intratel Group, LTD.
Condensed Consolidated Statement of Stockholders' Equity


<TABLE>
<CAPTION>
                                  COMMON STOCK          ADDITIONAL
                              ----------------------     PAID-IN      RETAINED       TREASURY
                               SHARES        AMOUNT      CAPITAL      EARNINGS       STOCK
                              --------     ---------    ---------     ---------      --------
<S>                          <C>          <C>          <C>           <C>            <C>
Balance, December 31, 1996    1,527,620   $      153   $(1,163,237)  $  (912,268)    (1,200,000)

Net Income for the nine
  Months Ended Sept 30, 1997          0            0             0    (2,100,092)
                             ----------   ----------    ----------    -----------   ----------- 

Balance, Sept 30, 1997        1,527,620   $      153    (1,163,237)  $(3,012,360)   $(1,200,000)
                             ==========   ==========    ==========    ==========    =========== 
</TABLE>



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









                                    3

<PAGE>

Intratel Group, Ltd.
Condensed Consolidated Statements of Cash Flows
for the three months ended Sept 30, 1997 and 1996



                                                       1997            1996
                                                       ----            ----

Cash flows from operating activities:
 Net income (loss)                                   (855,220)        87,234 
 Adjustment to reconcile net income 
     to net cash provided by (used in)
     operating activities:
    Depreciation                                        3,705            542 
    Deferred tax liability                               -              -    
    Decrease (increase) in accounts
     receivable                                       (92,924)          -    
    Decrease (increase) in prepaid expenses             1,185           -    
    Decrease in accounts payable and
     accrued liabilities                              119,466        (47,000)
    (Decrease) increase in income
     tax payable                                         -              -    

     Net cash (used in) provided by
      operating activities                           (823,787)       134,776 
                                                   ----------     ---------- 

Cash flows from investing activities:
 Due from Infinet and other                        (1,335,082)             0 
                                                   ----------     ---------- 

     Net cash provided from
      investing activities                         (1,335,082)             0 
                                                   ----------     ---------- 

Cash flows from financing activities:
 Increase in notes payable - shareholders              74,155              0 
 Other Financing Activities                         2,037,500        122,071 
                                                   ----------     ---------- 

     Net cash from (used) in financing
      activities                                    2,111,655              0 
                                                   ----------     ---------- 

Net (decrease) increase in cash                       (47,215)       256,847 
                                                   ---------- 

Cash, beginning of year                               181,850            395 
                                                   ----------     ---------- 

Cash, end of year                                  $  134,635     $  234,708 
                                                   ==========     ========== 


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



                                    4

<PAGE>

Intratel Group, Ltd.
Notes to Condensed Consolidated Financial Statements
For the Three Month Periods Ended Sept 30, 1997 and 1996


1.  Basis of Presentation:
    In the opinion of the Company, the accompanying unaudited financial
    statements contain all adjustments, consisting only of normal
    recurring accruals, necessary to present fairly the Company's
    financial position, results of operations and cash flows for the
    periods presented.  The results of operations for the  interim periods
    presented are not necessarily indicative of the results to be expected
    for the full year.

    The condensed financial statements should be read in conjunction with
    the financial statements and the related disclosures contained in the
    Company's Form 10-KSB dated May 14, 1997, filed with the Securities
    and Exchange Commission.

2.  Subsequent Event:
    None

Item 2.  Management's Discussion and Analysis of Plan of Operation
         ----------------------------------------------------------

The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
report.

The following discussion contains certain forward -looking statements,
within the meaning of the "safe-harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the attainment of which involve
various risks and uncertainties.   Forward-looking statements may be
identified by the use of forward-looking terminology such as "may", "will",
"expect", "believe", "estimate", "anticipate", "continue", or similar
terms, variations of those terms or the negative of those terms.   The
Company's actual results may differ materially from those described in
these forward-looking statements due to, among other factors, competition
in each  of the Company's product areas, dependence  on suppliers, the
Company's limited manufacturing experience and the evolving nature of the
Company's fiber optic technology.

Results of Operations
---------------------

For the quarter ended Sept  30, 1997 compared to the quarter ended
------------------------------------------------------------------
Sept 30, 1996
-------------

Revenue  from operations for the quarter ended Sept 30, 1997 ("1997") was
approximately $538,917, compared to approximately $685,155 for the quarter
ended Sept 30, 1996 ("1996").   This represents a 21% decrease or
approximately $146,238 from 1996.   This decrease in revenues was mainly
attributable to conversion of accounts from marketing agreements to
accounts being directly billed by Intratel.

The gross margin remained constant at approximately 32.9% and 38.6% in 1997
and 1996, respectively.   Management believes the gross margin may continue
to decrease due to conversion of business currently on marketing agreements
to being directly billed by Intratel.

Selling and Marketing Expenses were approximately $11,000 for the third
quarter of 1997 as compared to approximately $11,000 for the third quarter
of 1996.

General and administrative expenses were approximately $1,009,700 for 1997
compared to approximately $187,000 in 1996, an increase of approximately
539%.  Increases in general and administrative expenses were mainly due to
the merger between Intratel and Intelicom International Corporation.  
General and administrative costs are expected to remain high as planned
acquisitions in 1997 and 1998 continue to take place.

The Company had net other income of approximately $2034 for 1997 with
approximately $0 for 1996.  The 1997 amounts were favorably impacted due to
additional interest earned on higher cash balances maintained during 1997
in interest bearing accounts.

Net income (loss) for the third quarter 1997 was $(855,220) as compared to
$87,234 for the third quarter of 1996.   The decrease in net income was
attributable to additional costs associated with upcoming acquisitions and
increased  administrative costs associated with a major change in the
independent contractor program and the associated marketing effort to
launch it.

Liquidity and Capital Resources
-------------------------------

Intelicom's cash position at Sept 30, 1997 was approximately $134,635 as
compared to $188,000 at December 31, 1996.  The Company had net working
capital of approximately $491,908 at Sept 30, 1997.

The Company believes that available cash, together with funds generated
from operations and it's ongoing funding process, will be sufficient to
finance the Company's working capital requirements as well as planned
capital additions.

                                    5

<PAGE>

                                 PART II

Item 1.  Legal Proceedings
         -----------------
              Not Applicable

Item 2.  Changes in Securities
         ---------------------
              Not Applicable

Item 3.  Defaults Upon Senior Securities
         -------------------------------
              Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
              Not Applicable

Item 5.  Other Information
         -----------------
              Not Applicable

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
              (a)  None
              (b)  No reports on Form 8-K were filed during the three
                   months ended Sept 30, 1997.









                                    6

<PAGE>

In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized.

INTRATEL GROUP, LTD.



By: /s/ CHARLES R. BRINK                .   Date:  October 8, 1997
   -------------------------------------
   Charles R. Brink
   President



By: /s/ DAVID SPEZZA                    .   Date:  October 8, 1997
   -------------------------------------
   David Spezza
   Vice President








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