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 June 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 June 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 June 30, 1997
                         and December 31, 1996                         1 

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

                    Condensed Statement of Stockholders' Equity.       3 

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

                    Notes to Condensed Financial Statements            5 

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

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>

                       INTELICOM CORPORATION, INC.
                         CONDENSED BALANCE SHEET
                               (Unaudited)


                                                 June 30,      December 31,
                                                   1997           1996
                                                ----------     ----------

                                 ASSETS
                                 ------

CURRENT ASSETS:
   Cash                                         $   181,850    $   188,365 
   Investments                                        1,180          1,180 
   Accounts Receivable                              257,626        308,633 
   Prepaid Expenses                                   7,908            109 
                                                 ----------     ---------- 
Total Current Assets                                448,564        498,287 

FIXED ASSETS:
   Equipment and Furniture                           80,703         64,529 
   Accumulated Depreciation                         (33,976)       (27,565)
                                                 ----------     ---------- 
Net Cost                                             46,727         36,964 

OTHER ASSETS:
   Deposits                                          10,000 
   Organization Costs                               100,000 
   Due From Infinet Software, Inc.                  888,866         10,000 
                                                 ----------     ---------- 

TOTAL ASSETS                                     $1,494,157     $  545,251 
                                                 ==========     ========== 

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


CURRENT LIABILITIES:
   Accounts payable                             $   345,997    $    11,376 
   Accrued Expenses                                  91,187        199,491 
   Note  Payable, Shareholder                     1,100,000         15,000 
   Current Deferred Tax Liability                    25,800         22,500 
                                                 ----------     ---------- 
Total Current Liabilities                         1,562,984        248,367 
                                                 ----------     ---------- 

Deferred tax liability                                7,300 
Long Term Liability                               2,081,014         10,000 
                                                 ----------     ---------- 

   Total liabilities                              3,651,298        258,367 
                                                 ==========     ========== 

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $.0001 par value;
    25,000,000 shares authorized;
    none issued                                           0              0 
   Common stock, $.0001 par value;
    100,000,000 shares authorized;
    1,527,620 and outstanding                           153            153 
   Treasury Stock                                (1,200,000)
   Additional paid-in capital                       205,943        205,973 
   Retained Earnings                             (1,163,237)        80,788 
                                                 ----------     ---------- 
      Total stockholders' equity                 (2,157,141)       288,884 

TOTAL LIABILITIES AND EQUITY                     $1,494,157     $  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 June 30, 1997 and 1996

                                                    1997           1996
                                                 ----------     ----------
Revenues:
   Commissions                                      386,915        340,249 
   Long Distance                                    124,143         11,813 
   Fees                                               1,707         49,982 
                                                 ----------     ---------- 
   Total Revenues                                   512,765        402,044 
                                                 ----------     ---------- 

Cost of Sales:
   Commission expense                               236,720        235,346 
   Reseller and other costs                         107,404         11,420 
                                                 ----------     ---------- 
   Total cost of sales                              344,124        246,766 
                                                 ----------     ---------- 

   Gross profit                                     168,641        155,278 
                                                 ----------     ---------- 

Operating Expenses:
   Selling and marketing                             12,090         10,691 
   General and administrative                     1,405,425        136,904 
                                                 ----------     ---------- 
   Total operating expenses                       1,417,515        147,595 
                                                 ----------     ----------

Income from operations                           (1,248,874)         7,683 
                                                 ----------     ---------- 

Other Income:
   Interest Income                                    2,309          1,628 
                                                 ----------     ---------- 
   Total other income                                 2,309          1,628 
                                                 ----------     ---------- 

Income before income taxes                       (1,246,565)         9,311 

Income tax provision                                    850          4,005 
                                                 ----------     ---------- 

Net income                                       (1,247,415)         5,306 
                                                 ==========     ========== 

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

Average common shares outstanding                 1,527,620      1,420,687 
                                                 ==========     ========== 


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 six Months
   Ended June 30, 1997                   0              0              0      (1,244,873)    
                                ----------     ----------     ----------       ---------       ---------- 

Balance, June 30, 1997           1,527,620     $      153     (1,163,237)    $(2,157,141)     $(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 June 30, 1997 and 1996



                                                    1997           1996
                                                 ----------     ----------
Cash flows from operating activities:
   Net income (loss)                             (1,247,415)         9,310 
   Adjustment to reconcile net income
        to net cash provided by (used in)
        operating activities:
      Depreciation                                    3,455          2,955 
      Deferred tax liability                              -         (1,095)
      Decrease (increase) in accounts
       receivable                                     5,435        159,295 
      Decrease (increase) in prepaid
       expenses                                       4,158         (1,880)
      Decrease in accounts payable and
       accrued liabilities                          121,063        (94,839)
      (Decrease) increase in income
       tax payable                                        -          5,100 

         Net cash (used in) provided by
          operating activities                   (1,113,304)        78,846 
                                                 ----------     ---------- 

Cash flows from investing activities:
   Funds from merger with Intratel                2,206,789              0 
                                                 ----------     ---------- 

         Net cash provided from
          investing activities                    2,206,789              0 
                                                 ----------     ---------- 

Cash flows from financing activities:
   Increase in notes payable -
    shareholders                                 (1,100,000)             0 
   Payment on note payable                                0              0 
                                                 ----------     ---------- 

      Net cash used in financing
       activities                                (1,100,000)             0 
                                                 ----------     ---------- 

Net (decrease) increase in cash                   1,260,554         78,846 
                                                 ----------     ---------- 

Cash, beginning of year                             188,365         43,639 
                                                 ----------     ---------- 

Cash, end of year                                $  181,850     $  122,485 
                                                 ==========     ========== 


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 June 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 June 30, 1997 compared to the quarter ended 
-----------------------------------------------------------------
June 30, 1996
-------------

Revenue from operations for the quarter ended June 30, 1997 ("1997") was
approximately $513,000, compared to approximately $402,000 for the quarter
ended June 30, 1996 ("1996").   This represents an increase 28% or
approximately $111,000 from 1996.   This increase 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 $12,000 for the second
quarter of 1997 as compared to approximately $11,000 for the second quarter
of 1996, for an increase of 9%.   This increase was mainly due to the
release of major changes to the independent agent program.

General and administrative expenses were approximately $1,405,000 for 1997
compared to approximately $137,000 in 1996, an increase of approximately
1000%.   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 $2309 for 1997 with
approximately $1628 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 second quarter 1997 was $(1,247,415) as compared
to $9,310  for the second 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 June 30, 1997 was approximately $182,000 as
compared to $188,000 at December 31, 1996.   The Company had net working
capital of approximately $258,000 at June 30, 1997.

The Company believes that available cash, together with funds generated
from operations, 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
               ---------------------------------------------------
                    During June 30, 1997 the shareholders voted and
                    approved the business combination described in Note 2
                    of the financial statements contained in this report.

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 June 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:  August 15, 1997
   --------------------------------------------
   Charles R. Brink
   President



By: /s/ DAVID SPEZZA                           .  Date  August 15, 1997
   --------------------------------------------
   David Spezza
   Vice President







                                    7