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

                                  Form 10-KSB/A

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
       For the fiscal year ended December 31, 2000

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
       For the transition period from _______________________ to _______________
                  Commission file number   0-26341______________________________

                                 PC-EPhone, Inc.
                   ---------------------------------------------
                          Name of Small Business Issuer

            Nevada                                          98-0197707
------------------------------------             -------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


        Suite 290, 5375 Mira Sorrento Place
               San Diego, California                          92121
----------------------------------------         -------------------------------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number: (858) 550-2020
                           --------------

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:

                             Common Shares, $0.001 par value
                         -------------------------------
                                (Title of class)


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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]

<PAGE>

The issuer's revenues for the year ended December 31, 2000 were $872,000.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 2001, based on the closing trading price of the
day of $6.25 for the issuer's Common Shares, $0.001 par value (the "Common
Shares") was $72,921,231.

The number of shares outstanding of the issuer's common equity, as of February
28, 2001, were 16,122,167.


<PAGE>

Index of Exhibits

2.1          Letter Agreement dated November 7, 2000 between Newlands Oil & Gas
             Inc. and Peace for the New Millennium Ltd., pursuant to which
             Newlands Oil & Gas Inc. acquired Peace for the New Millennium Ltd.
3            (i)    Articles of Incorporation including all Amendments thereto.
3            (ii)   ByLaws - incorporated by reference under the Company's Form
                    10-SB filed with the Securities & Exchange Commission on
                    June 11, 1999 as Exhibit 3 (ii).
10.1         Indemnification Agreement with Douglas Yee.
10.2         Indemnification Agreement with Negar Towfigh.
10.3         Indemnification Agreement with Terrence King.
10.4         Indemnification Agreement with Alan Crawford.
10.5         Indemnification Agreement with Greg Burnett.
10.6         Indemnification Agreement with Jin Lee.
10.7         Indemnification Agreement with Don-gil Park.
10.8         Indemnification Agreement with Jaekil Song.
10.9         Debt Settlement Agreement dated July 12, 2000 between the Company
             and Next Millennium Management Ltd.
10.10        Debt Settlement Agreement dated July 12, 2000 between the Company
             and Shareholders.
10.11        Debt Settlement Agreement dated July 12, 2000 between the Company
             and Allen Sewell.
10.12        Debt Settlement Agreement dated July 12, 2000 between the Company
             and Amisano Hanson CA's.
10.13        Debt Settlement Agreement dated July 12, 2000 between the Company
             and Brothers Oil & Gas Inc.
10.14        Debt Settlement Agreement dated July 12, 2000 between the Company
             and First Place Capital Inc.
10.15        Debt Settlement Agreement dated July 12, 2000 between the Company
             and 463563 BC Ltd.

<PAGE>

10.16        Debt Settlement Agreement dated July 12, 2000 between the Company
             and Morton & Co.
10.17        (1) Distribution Agreement dated November 6, 2000 between the
             Company and Cyberbank Corp. - Revised
10.18        Warrants Agreement dated November 6, 2000 between the Company and
             Cyberbank Corp.
10.19        (1) Subdistributor Agreement dated as of November 15, 2000 between
             the Company and FutureCom Global, Inc.
10.20        (1) Letter Agreement dated February 8, 2001 between the Company and
             Cyberbank Corp. - Revised
10.21        (1) Tri-Party Agreement dated February 9, 2001 among the Company,
             Cyberbank Corp. and FutureCom Global, Inc. - Revised
10.22        Management Services Contract dated as of October 1, 2000 between
             the Company and All Seasons Consulting Inc.
10.23        Exploration Conveyance & Assignment Agreement dated March 1, 1999
             between the Company and Brothers Oil & Gas Inc. - incorporated by
             reference under the Company's Form 10-SB filed with the Securities
             & Exchange Commission on June 11, 1999 as Exhibit 10.1.

(1)          Confidential Treatment Requested

<PAGE>

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       PC-EPHONE, INC.

                                       By:   /s/ Douglas Yee
                                           ------------------------------------
                                             Douglas Yee
                                             CFO and Director

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 indicated on February 04, 2002.


      Signature                        Title                 Date
      ---------                        -----                 ----

/s/ Douglas Yee                  CFO and
------------------------------   Director                February 04, 2002
      Douglas Yee


/s/ Jaekil Song                  Director
------------------------------                           February 04, 2002
      Jaekil Song


/s/ David Melzter                CEO, President          February 04, 2002
------------------------------   and Director
      David Melzter

<PAGE>


                                                                   Exhibit 10.17


                           DISTRIBUTION AGREEMENT

This Distribution Agreement (the "Agreement") dated for reference the 6th day of
November, 2000.

BETWEEN:

                    CYBERBANK CORP.
                    ---------------
                    a Korean Corporation having its head office
                    at 18th Floor. Mirae Bldg., 1306-6
                    Seocho-dong, Seocho-gu, Seoul, Korea 137-070
                    Fax: 82-2-3483-4600

                    (the "Company")

                                                               OF THE FIRST PART

AND:

                   PC-EPHONE LTD., a
                   --------------
                   Bermuda Corporation having its head office
                   at 129 Front Street
                   Hamilton, Bermuda HM12
                   Fax: (604) 688-8371

                   (the "Distributor")

                                                              OF THE SECOND PART

WHEREAS:

A.   The Company has developed a handheld device/terminal that can be used to
     perform multiple functions on a CDMA, GSM or other wireless application
     protocol system (the "Multipalm").

B.   The Distributor wishes to acquire the United States and Canada rights to
     market and distribute the Multipalm on a sole and exclusive basis on the
     terms and conditions contained herein.

C.   The Distributor wishes to acquire the worldwide (other than the United
     States and Canada) rights to market and distribute the Multipalm on a
     non-exclusive basis on the terms and conditions contained herein.



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:


1.   DEFINITIONS

In this Agreement, the following words and phrases shall have the following
meanings:

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 2

(A)  "Confidential Information of the Company" means all business plans,
     trade secrets, design concepts, knowledge, information, production
     technology, processes, know how, business projections, customer lists and
     intellectual property concerning or relating to the business of the Company
     and the Products, including the Manufacturing Information, which may be
     communicated to, acquired by, or learned of by the Distributor from the
     Company, whether or not such information is subject to proprietary
     protection at law;

(B)  "Confidential Information of the Distributor" means all customer lists,
     sales marketing contacts and information, business plans, trade secrets,
     knowledge, information, know how, business projections, computer software
     programs and intellectual property concerning or relating to the business
     of the Distributor which may be communicated to, acquired by, or learned of
     by the Company from the Distributor, whether or not such information is
     subject to proprietary protection at law;

(C)  "Exclusive Territory" means the United States of America and Canada;

(D)  "Future Products" means any future products developed by the Company of a
     similar or like nature, or using the same technology as the Multipalm
     (including accessories);

(E)  "Manufacturing Information" means all information, technology, data and
     trade secrets relating to the manufacture of the Products;

(F)  "Non-exclusive Territory" has the meaning assigned to it by section 2.3;

(G)  "Patents" means any patents underlying the Products which are owned or may
     be owned by the Company or licensed or which may be licensed to the
     Company;

(H)  "Products" means the personal digital assistant products marketed by the
     Company under the current trade name "Multipalm" (including all necessary
     accessories to maintain the functionality of the Product including, but not
     limited to, a Bluetooth stylus, a battery charger, and an adaptor).

(I)  "Reference Date" means the later of (a) December 31, 2001 and (b) one
     year after approval of the Products by the US FCC;

(J)  "Term" has the meaning described in Section 12.1 of this Agreement;

(K)  "Trade Name" means the trade name "Multipalm", or any other trade name for
     the Product or Future Products, and the trademark "Multipalm", or any other
     trademark for the Product or Future Products, in the event that the Company
     is granted trademark protection by the United States Patent and Trademark
     Office.


2.   Exclusive Distribution Rights and Non-exclusive Distribution Rights
     -------------------------------------------------------------------

2.1   Subject to the terms and conditions of this Agreement, the Company
      hereby grants to the Distributor the exclusive right to market, distribute
      and sell the Products within the Exclusive Territory (the "Distribution
      Rights"). The Distribution Rights will include the following rights:

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 3

(A)   the right to market, distribute and sell the Products;

(B)   the right and license to use the Trade Name in connection with the
      marketing, distribution and sale of the Products.

2.2   The Distribution Rights will extend to the right and license to use the
      trademark "Multipalm" or any other trademark relating to the Products or
      Future Products in the event that the Company's application to the United
      States Patent and Trademark Office for the registration of "Multipalm" or
      any other trademark, if any, is approved. The Distributor acknowledges
      that there is no assurance that trademark protection will be granted by
      the United States Patent and Trademark Office.

2.3   The Distributor will, from time to time, deliver notice to the Company
      that requests non-exclusive distribution rights for certain territories
      outside of the Exclusive Territory (the "Non-exclusive Territory"). The
      Company and the Distributor shall have fifteen (15) days to discuss and
      reach an agreement on such request. Failure to reach an agreement on such
      a request shall be deemed to be a rejection of such request by the
      Company. If granted, such non-exclusive distribution rights shall be for
      a period of one year from the date of delivery of the request by the
      Distributor to the Company. The terms and conditions of such non-exclusive
      distribution rights shall be governed by the terms and conditions of this
      Agreement but may be modified or amended subject to a separate agreement
      by the Company and the Distributor.

2.4   In consideration of the Company granting the Distribution Rights to the
      Distributor, the Distributor agrees to issue to the Company 3,500,000
      common shares of Newlands Oil & Gas Inc. (PC-EPhone, Inc.) for no
      additional charge within 20 days from signing the Distribution Agreement.


3.   Product Prices, Payment and Minimum Purchase Amounts
     ----------------------------------------------------

3.1   The prices to be paid by the Distributor to the Company for the Products
      (the "Product Prices") shall:

(A)   until {    *    }, not be less than US${    *    } per unit {    *    }
      and shall not be greater than {    *    }; and

(B)   after {    *    }, not be greater than {    *    }.

3.2   At the time of giving the purchase order, the Distributor will open an
      irrevocable and confirmed letter of credit without recourse in favour of
      the Company for the aggregate price for all of the Products ordered at the
      Product Prices ordered (the "Order Price"). In addition, the letter of
      credit will be transferable and negotiable by the Company. Such letter of
      credit shall be arranged with a financial institution satisfactory to the
      Company. Such letter of credit shall be granted on the basis that payment
      will be made upon presentation of adequate documentation by the Company
      but will not be paid any earlier than the due date as described in section
      3.3 below.

3.3   The Company will invoice the Distributor for all Products delivered to the
      Distributor at the Product Prices. The Order Price shall be paid
      {    *    } days after presentation of documents but, for greater
      certainty, may be paid in partial amounts for partial shipments.

3.4   The Distributor shall have the right to establish its own selling prices
      for the Products within the Exclusive Territory and the Non-exclusive
      Territory.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 4


3.5   The determination of sales, marketing strategies, and selling prices for
      the Products within the Exclusive Territory and the Non-exclusive
      Territory will be the sole responsibility of the Distributor.

3.6   All references to money or currency herein contained shall mean lawful
      money of the United States of America.

3.7   Each order placed by the Distributor for the purchase of any Products
      shall be subject to the terms and conditions of this Agreement.

3.8   The Company will deliver all Products to the Distributor {    *    } but
      at a location in {    *    } that is a reasonable distance from a major
      shipping location which includes, but is not limited to, {    *    }.

3.9   As a condition of maintaining the Distribution Rights, during the period
      from the effective date of this Agreement to the Reference Date, the
      Distributor must purchase from the Company a minimum of 500,000 units of
      the Products at the prices provided for by this Agreement. For each
      successive year after the Reference Date, the Distributor must purchase
      from the Company a minimum of 500,000 units of the Products (the "Annual
      Minimum Purchase Requirement") at the prices provided for by this
      Agreement. The failure of the Distributor to achieve the Annual Minimum
      Purchase Requirements will be deemed to be a default of this Agreement
      entitling the Company to terminate in accordance with Section 12.2 of this
      Agreement. It is understood and agreed that the only remedy of the Company
      against the Distributor for failure to meet Annual Minimum Purchase
      Requirements will be to terminate this Agreement in accordance with
      Section 12.2 herein. The Company shall not have any claim or demand
      against the Distributor to make payment for any Annual Minimum Purchase
      Requirements. Notwithstanding the above, the Distributor shall not be held
      responsible for not achieving the Annual Minimum Purchase Requirements if
      the Products are not completely delivered, are not delivered on a timely
      basis, and/or not delivered in a functioning format for North American
      use.


3.10  For the initial two orders, the Distributor agrees to issue binding
      purchase orders to the Company in a form that is substantially similar in
      terms and conditions as attached in Appendix 3.10.

3.11  To help the Company to establish manufacturing and marketing plans, the
      Distributor shall submit to the Company a quarterly forecasting purchase
      plan for {    *    }at least {    *    }-days prior to the beginning of
      each quarter.


4.   Limitations on the Distribution Rights
     --------------------------------------

4.1   The Distributor shall not knowingly distribute or sell any Products for
      re-sale to any person or company in any market outside: (a) the Exclusive
      Territory and (b) the Non-exclusive Territory where the Distributor has
      non-exclusive rights as granted by virtue of section 2.3.

4.2   The Distributor will not, directly or indirectly, sell, assign or grant
      to any other person, firm or corporation, the right to sell, or distribute
      the Products within the Exclusive Territory and the Non-exclusive
      Territory, except as set forth in Article 5.

4.3   The Distributor will not market, distribute or sell any products similar
      to or competitive with the Products during the Term of this Agreement
      without the written consent of the Company.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 5

4.4   Nothing in this Agreement shall be deemed in any way to constitute any
      transfer or assignment by the Company of any Patents, Trade Name or
      Confidential Information to the Distributor or to give the Distributor any
      right, title or interest in or to any Patents, Trade Name or Confidential
      Information. The Distributor acknowledges that all patents pertaining to
      the Products or Confidential Information are and shall remain the
      exclusive property of the Company.

4.5   The Distributor will not purchase Products from any person other than the
      Company.


5.   Sub-Distributors
     ----------------

5.1   The Distributor will have the right to appoint sub-distributors within the
      Exclusive Territory and the Non-exclusive Territory, provided that each
      sub-distributor is appointed on the following terms and conditions:

       a)   each sub-distributor will enter into a sub-distributorship agreement
            with the Distributor on terms and conditions acceptable to the
            Company and which will bind the sub-distributor to the terms and
            conditions set forth in this Agreement, except that section 4.3 of
            this Agreement shall not be applicable to the sub-distributor; and

       b)   the Distributor shall provide the Company a copy of each executed
            sub-distributorship agreement within 10 days of execution in order
            that the Company can verify compliance of the sub-distributorship
            agreement with the terms and conditions of this Agreement.

5.2   In the event of restructuring of the Distributor so that separate
      companies are used to sell Products in different countries within the
      Exclusive Territory and the Non-exclusive Territory, such separate
      companies shall collectively be considered to be parties to this Agreement
      in place and stead of the Distributor named herein, without the necessity
      of any further documentation, except that section 4.3 of this Agreement
      shall not be applicable.


6.   Additional Covenants of the Distributor
     ---------------------------------------

6.1   The Distributor will throughout the term of this Agreement:

(A)   purchase and maintain a sufficient liability insurance policy with
      reputable insurance companies in those jurisdictions in which the
      Distributor markets, distributes and sells the Products;

(B)   ensure that any advertising or promotional efforts undertaken by the
      Distributor will be conducted in compliance with advertising and marketing
      guidelines established by the Company in order to ensure a consistent
      marketing and brand recognition of the Products;

(C)   comply with all applicable laws and regulations regarding the
      distribution, marketing and sale of the Products within the Exclusive
      Territory and the Non-exclusive Territory.

(D)   The Distributor will not enter into any business that is unrelated to
      telecommunications without the prior written consent of the Company.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 6

(E)   The Distributor shall not  represent itself as an agent and/or legal
      representative of the Company.

(F)   The Distributor shall not challenge the Company for the Company's
      Patents, Trade Name and/or other intellectual properties.

(G)   The Distributor shall not give information on and guarantee the
      performance and efficiency of the Products and Future Products unless
      otherwise confirmed by the Company's written consent.

6.2   Execution and delivery of this Agreement by the Distributor has been
      duly authorized. The person executing this Agreement on behalf of the
      Distributor has full and proper authorization to execute same, and this
      Agreement is a valid and binding agreement of the Distributor and is
      enforceable against the Distributor in accordance with its terms.



7.   Additional Covenants of the Company
     -----------------------------------

7.1   The Company will during the term of this Agreement:

(A)   provide the Distributor with such information as the Company considers
      appropriate in order to assist the Distributor in the preparation of sales
      promotion material and shall provide the Distributor with its sales
      promotional material relating to the Products in order to facilitate
      advertising of the Products within the Exclusive Territory and the Non-
      exclusive Territory;

(B)   ensure all the Products meet the Company's specifications for the
      applicable Products;

(C)   ensure that in addition to any warranty requirements pursuant to the terms
      of this Agreement, all Products supplied by the Company and its
      manufacturers shall meet any and all U.S. governmental standards
      applicable to such Products. The Distributor shall have the right, through
      its duly appointed representative, to examine, inspect and/or test any and
      all of the Products supplied by the Company, and the production lines,
      production facilities and storage facilities. The Company warrants that
      the goods delivered in accordance with this Agreement shall measure up to
      the same standard as the sample Products previously submitted to
      Distributor.

(D)   permit the Distributor and its sub-distributors to hold themselves out as
      authorized distributors of the Products within the Exclusive Territory and
      the Non-exclusive Territory;

(E)   assist the Distributor in obtaining all applicable US FCC and Industry
      Canada approvals in order that the Products can be distributed in the
      Exclusive Territory and the Non-exclusive Territory.

(F)   furnish to the Distributor in a timely manner product information
      regarding the Products, which product information shall accurately
      describe the nature, character and prescribed use of the Products, which
      information shall be appropriate for distribution to consumers in the
      discretion of the Distributor. The product information shall not
      misrepresent or in any way internationally mislead Distributor, or
      consumers with respect to the products. Distributor may incorporate such

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
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      product information in its sales and advertising and promotional
      literature and materials (the "Sales Materials") Said product information
      utilized shall not be deemed as Confidential Information as set forth in
      this Agreement.

(G)   ensure that the Company has the right to supply and distribute the
      Products and all components thereof, and the Products shall not and do
      not, constitute any known infringement of any license, trademark,
      copyright, patent or similar proprietary interest of any third party.

(H)   The Company will not directly, or indirectly, sell Products to any
      customers in the Exclusive Territory and, furthermore, will refer those
      customers to the Distributor.

(I)   The Company will not directly, or indirectly, sell Products to any
      customers in the Non-exclusive Territory where the Distributor has non-
      exclusive distribution rights and, furthermore, will refer those customers
      to the Distributor.

7.2   The Company represents it has the capability to supply the Products
      necessary to meet the anticipated sales of the Distributor for the
      duration of this Agreement.

7.3   Execution and delivery of this Agreement by the Company has been duly
      authorized. The person executing this Agreement on behalf of the Company
      has full and proper authorization to execute same, and this Agreement is a
      valid and binding agreement of the Company and is enforceable against the
      Company in accordance with its terms.

8.   Indemnification
     ---------------

8.1   Each of the parties agrees to indemnify and hold harmless the other party
      from any liability arising out of the act or omission of the indemnifying
      party, its servants, agents and representatives.

8.2   The Company shall not be responsible for any claim and loss arising out of
      the marketing, sales and distribution process of the Distributor and the
      sub-distributors.

8.3   The Distributor shall be responsible for the losses and claims arising out
      of the Distributor's and the sub-distributors' conduct, non-performance
      and misrepresentations. Furthermore, the Distributor shall defend itself
      and shall indemnify and hold harmless the Company from any liability
      arising therefrom.

8.4   The maximum liability of the Company arising out of and relating to the
      Distribution Agreement shall not exceed the Order Price of the Products
      delivered.


9.   Right of First Refusal for Future Products
     ------------------------------------------

9.1   The Distributor will have a right of first refusal to acquire the
      marketing, distribution and sales rights for (a) Future Products on an
      exclusive basis for the Exclusive Territory and (b) Future Products on a
      non-exclusive basis for the Non-exclusive Territory where non-exclusive
      distribution rights have been granted pursuant to section 2.3.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
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10.  Confidential Information
     ------------------------

10.1  The Company acknowledges that the Confidential Information of the
      Distributor is the property of the Distributor and the success,
      profitability and competitive position of the Distributor requires that
      the Confidential Information of the Distributor be maintained in
      confidence by the Company. Accordingly, the Company covenants and agrees
      with the Distributor, subject to Sections 10.2 and 10.3 of this Agreement,
      that:

(A)   the Company will at all times keep all Confidential Information in the
      strictest confidence;

(B)   the Company will not use the Confidential Information for any purpose
      other than for performing its obligations pursuant to this Agreement;

(C)   the Company will not at any time publish or in any way participate or
      assist in the publishing of any Confidential Information;

(D)   the Company will not disclose or assist in the disclosure of any
      Confidential Information to any person, firm, corporation or other entity.

10.2  The Company may disclose the Confidential Information of the Distributor
      in confidence to its lawyers, accountants and other professional advisors
      in connection with the performance of the business arrangements between
      the Company and the Distributor, each of whom shall be advised of the
      confidential nature of such confidential information.

10.3  The Company may disclose the Confidential Information of the Distributor
      only to the extent necessary in order that the Company may comply with all
      applicable laws and regulations.

10.4  The Distributor acknowledges that the Confidential Information of the
      Company is the property of the Company and the success, profitability and
      competitive position of the Company requires that the Confidential
      Information of the Company be maintained in confidence by the Distributor.
      Accordingly, the Distributor covenants and agrees with the Company,
      subject to Sections 10.5 and 10.6 of this Agreement, that:


(A)   the Distributor will at all times keep all Confidential Information in the
      strictest confidence;

(B)   the Distributor will not use the Confidential Information for any purpose
      other than for performing its obligations pursuant to this Agreement;

(C)   the Distributor will not at any time publish or in any way participate or
      assist in the publishing of any Confidential Information;

(D)   the Distributor will not disclose or assist in the disclosure of any
      Confidential Information to any person, firm, corporation or other entity.

10.5  The Distributor may disclose the Confidential Information of the Company
      in confidence to its lawyers, accountants and other professional advisors
      in connection with the performance of the business arrangements between
      the Company and the Distributor.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
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10.6  The Distributor may disclose the Confidential Information of the Company
      only to the extent necessary in order that the Distributor may comply with
      all applicable laws and regulations, including compliance with the
      Distributor's obligations as a reporting issuer under the United States
      Securities Exchange Act of 1934.
      -------------------------------

10.7  No waiver by either party of its rights pursuant to the confidentiality
      agreements or any consent to any release of confidential information shall
      be effective unless expressed in writing, and no such waiver or consent
      shall apply beyond the specific facts in respect of which the waiver of
      consent was given.

10.8  This confidentiality agreement of each party does not apply to information
      that is or becomes publicly available or is lawfully received by the other
      party other than by breach of this confidentiality agreement.


11.  Modifications
     -------------

11.1  The Distributor will not make any modifications to any Products or in any
      way vary or change the specifications or content of the Products purchased
      from the Company. The Distributor will use its reasonable efforts to
      ensure that its sub-distributors, dealers, agents, or customers do not
      make any modifications to, or in any way vary, the specifications or
      content of any Products.


12.  Term and Termination
     --------------------

12.1  The term of this Agreement (the "Term") will commence on the date of
      signing of this Agreement and will continue until the earlier of December
      31, 2007 or until the date on which this Agreement is terminated in
      accordance with the provisions of this Agreement. However, the Term of
      this Agreement will automatically renew from year to year after the
      initial Term provided the Company has not given 60 days advance notice of
      termination in writing.

12.2  Each of the Distributor and the Company shall have the right to terminate
      this Agreement upon the occurrence of any of the following events, such
      termination to be effective immediately upon the receipt or deemed receipt
      by the other party of notice to that effect and the expiry of any
      applicable period for remedy of the default:

(A)   if a party is in default of any of the material terms or conditions of
      this Agreement and fails to remedy such default within 60 days of written
      notice thereof from the other party;

(B)   if the other party becomes bankrupt or insolvent, makes an assignment for
      the benefit of its creditors or attempts to avail itself of any applicable
      statute relating to insolvent debtors;

(C)   if the other party winds-up, dissolves, liquidates or takes steps to do so
      or otherwise ceases to function as a going concern or is prevented from
      reasonably performing its duties hereunder; or

(D)   if a receiver or other custodian (interim or permanent) of any of the
      assets of the other party is appointed by private instrument or by court
      order or if any execution or other similar process of any court becomes
      enforceable against the other party or its assets or if distress is made
      against the other party's assets or any part thereof.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 10

12.3  It is a condition of this Agreement that nominees of the Company will
      have been appointed to the board of directors of PC-EPhone, Inc. by no
      later than February 28, 2001 and that the nominees will represent a
      minimum of forty percent (40%) of the directors on the board of directors
      of PC-EPhone, Inc. upon appointment and throughout the Term of this
      Agreement. In the event that the Company's nominees on PC-EPhone Inc.'s
      board of directors constitute less than the minimum of forty percent (40%)
      of PC-EPhone Inc.'s board of directors, other than by reason of
      resignation of the Company's nominees or the failure of the Company to
      provide nominees, for a continuous period of more than sixty (60) days
      during the period from February 28, 2001 to the end of the term of this
      Agreement, then the Company will be entitled to terminate this Agreement
      upon written notice to the Distributor. The Company will throughout the
      term of this Agreement vote all shares in PC-EPhone, Inc. owned by the
      Company, including the shares issued pursuant to this Agreement, in favour
      of the nominees proposed by the Company as directors of the Distributor.
      In the event that the Company does not vote its shares in PC-EPhone, Inc.
      in accordance with the terms of this Agreement, then the Company will have
      no rights to terminate this Agreement pursuant to this section 12.3.

12.4  Upon termination of this Agreement for any reason whatsoever, the
      following shall apply:

(A)   those rights and obligations of each of the Company and the Distributor
      which are expressly stated to survive termination of this Agreement will
      survive termination and will continue in full force and effect;
(B)   all rights and privileges granted by the Company to the Distributor
      pursuant to this Agreement, including the rights to market, distribute and
      sell Products, will immediately terminate and be relinquished by the
      Distributor, and thereafter the Distributor shall take no action that
      would make it appear to the public that the Distributor is still supplying
      Products;
(C)   the Distributor shall return to the Company all advertising, informational
      or technical material given to the Distributor by the Company;
(D)   the Distributor shall cease using the Trade Names and thereafter refrain
      from holding itself out as an authorized distributor of the Products;
(E)   the Distributor will retain in confidence all information regarding the
      business and property of the Company and the Products;
(F)   all sub-distributorship agreements entered into by the Distributor will
      terminate.

      The provisions of this Section 12.4 will survive the termination of this
      Agreement.

13.  Assignment
     ----------

13.1  Except as provided by Section 5 of this Agreement, the rights granted by
      this Agreement may not be sold, assigned, sub-licensed or otherwise
      transferred by the Distributor without the prior written consent of the
      Company, which consent may not be unreasonably withheld by the Company.


14.  After-sales Support
     -------------------

14.1  The Company shall be responsible for the cost of all warranties, repairs
      and similar claims by customers of the Products. The Distributor shall
      be responsible for customer and call-center support services. However, the
      Company shall provide training and technical assistance to the Distributor
      in the United States and Canada for a period of three (3) months after the
      date of this Agreement in order to facilitate customer and call-center
      support services.


* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 11

15.  Miscellaneous Provisions
     ------------------------

15.1  Entire Agreement
      ----------------

This Agreement constitutes the entire agreement between the parties with respect
to all matters herein contained, and its execution has not been induced by, nor
do any of the parties hereto rely upon or regard as material, any
representations or writings whatsoever not incorporated herein and made a part
hereof. This Agreement shall not be amended, altered or qualified except by an
instrument in writing, signed by all parties hereto and any amendments,
alterations or qualifications hereof shall not be binding upon or affect the
rights of any party who has not given its consent in writing.

15.2  Interpretation
      --------------

The division of this Agreement into articles and sections is for convenience of
reference only and shall not affect the interpretation or construction of this
Agreement.

15.3  Severability
      ------------

In the event that any of the covenants herein contained shall be held
unenforceable or declared invalid for any reason whatsoever, such
unenforceability or invalidity shall not affect the enforceability or validity
of the remaining provisions of this Agreement and such unenforceable or invalid
portion shall be severable from the remainder of this Agreement.

15.4  Force Majeure
      -------------

In the event of an inability or failure by the Company to manufacture, supply or
ship any of the Products herein by reason of any fire, explosion, war, riot,
strike, walk-out, labour controversy, flood, shortage of water, power, labour
transportation facilities or necessary materials or supplies, default or power
failure of carriers, breakdown in or the loss of production or anticipated
production from plant or equipment, act of God or public enemy, any law, act or
order of any court, board, government or other authority of competent
jurisdiction, or any other direct cause (whether or not of the same character as
the foregoing) beyond the reasonable control of the Company, then the Company
shall not be liable to the Distributor and will not be deemed to be in default
during the period and to the extent of such inability or failure. Deliveries
omitted in whole or in part while such inability remains in effect shall be
canceled.

15.5  Notices
      -------

Any notice required or permitted to be given hereunder shall be in writing and
shall be effectively given if:

   (a)   Delivered personally;
   (b)   Sent by prepaid courier service or mail; or
   (c)   Sent prepaid by telecopiers, fax telex or other similar means of
         electronic communication

addressed to the "President" at the address/fax number shown for the Distributor
or the Company, as the case may be, at the beginning of this Agreement.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 12

Any notice so given shall be deemed conclusively to have been given and received
when so personally delivered or, if sent by telex, fax, telecopier or other
electronic communication (other than e-mail), on the first business day
thereafter, or if sent by courier on the third business day thereafter or if
sent by mail on the tenth business day thereafter. Any party may change any
particulars of its address/fax number for notice by giving notice to the other
party in the manner above described.

For determining the date on which any notice shall have been received, the date
of delivery will be the date in Los Angeles, California at the time of delivery.

15.6  Time of the Essence
      -------------------

Time shall be of the essence.

15.7  Further Assurances
      ------------------

The parties agree to sign such other instruments, cause such meetings to be
held, resolutions passed and by-laws enacted, exercise their vote and influence,
do and perform and cause to be done and performed such further and other acts
and things as may be necessary or desirable in order to give full effect to this
Agreement.

15.8  Successors and Assigns
      ----------------------

This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.

15.9  Non-Waiver
      ----------

No waiver by any party of any breach by any other party of any of its covenants,
obligations and agreements hereunder shall be a waiver of any subsequent breach
of any other covenant, obligation or agreement, nor shall any forbearance to
seek a remedy for any breach be a waiver of any rights and remedies with respect
to such or any subsequent breach.

15.10 Arbitration
      -----------

All disputes in relation to this Agreement, other than a dispute regarding the
non-payment of any monetary amount required by this Agreement, be referred to
and finally resolved by Arbitration, under the rules of the British Columbia
International Commercial Arbitration Center (the "Rules"), which Rules are
deemed to be incorporated by reference into this Article. The tribunal shall
consist of One (1) Arbitrator. The Parties will endeavour within twenty-one
(21) days of the matter being referred to Arbitration to agree upon an
Arbitrator, failing which the Arbitrator shall be appointed in accordance with
the Rules. The place of Arbitration shall be Surrey, British Columbia. The
language of the Arbitration shall be English. The parties agree that the
Arbitrator shall be requested to make his award within sixty (60) days following
the later of the conclusion of the Arbitration hearings or any exchange of final
written submissions by the Parties and further agree that the word of the
Arbitrator shall be final and binding and without appeal.

15.11 Governing Law
      -------------

This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia.

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 13

IN WITNESS WHEREOF the parties hereto have executed this Agreement and as of the
date and year first above written.

CYBERBANK CORP.
by its authorized signatory


/s/ Y.S. Cho
---------------------------------------------
Signature of Authorized Signatory


Y.S. Cho
---------------------------------------------
Name of Authorized Signatory


President / CEO
---------------------------------------------
Position of Authorized Signatory


PC-EPHONE LTD.
by its authorized signatory


/s/ Douglas Yee
---------------------------------------------
Signature of Authorized Signatory


Douglas Yee
---------------------------------------------
Name of Authorized Signatory


President
---------------------------------------------
Position of Authorized Signatory


* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 14

                                Appendix 3.10
                    Terms and Conditions of Initial Orders
                    --------------------------------------












* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 15

                            Date: [10 days after signing Distribution Agreement]


Cyberbank Corp.
{    *    }
----------
Seoul, Korea {    *    }
             -----------

Attention: Mr. {    *    }
--------------------------

Dear Mr. {    *    }:
         -----------

Order
-----

As exclusive Distributor of the Multipalm product for Canada and the United
States, we hereby irrevocably order 1,000 units of the Product (as defined in
the Distribution Agreement) (without stylus) at a price of not greater than US$
{    *    } per unit for a total purchase price of not greater than US$800,000
(the "Order").


Delivery
--------

Delivery schedule shall be as follows:

           Delivery Date                               Number of Units
           -------------                               ---------------

           {    *    }                                     1,000
           ----------


Payment
-------

An irrevocable, confirmed, transferable and negotiable letter of credit will be
granted for the value of the Order, payable immediately upon presentation of
documents evidencing shipment.

All other terms and conditions of this purchase order shall be governed, to the
extent applicable, by the Distribution Agreement between the two parties. If
you have any questions regarding the above, please contact the undersigned at
{    *    }.
----------



Yours truly,
NEWLANDS OIL & GAS INC.

** DRAFT **

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


* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>
Page 16


                         Date: [7 days after receipt of shipment of 1,000 units]

Cyberbank Corp.
{    *    },
-----------
Seoul, Korea {    *    }
             -----------

Attention: Mr. {    *    }
               -----------

Dear Mr. {    *    }:
         -----------

Order
-----

As exclusive Distributor of the Multipalm product for Canada and the United
States, we hereby irrevocably order 35,000 units of the Product (as defined in
the Distribution Agreement) (without stylus) at a price of not greater than US$
{    *    }per unit for a total purchase price of not greater than US$24,500,000
-----------
(the "Order").


Delivery
--------

Delivery schedule shall be as follows:

               Delivery Date                      Number of Units
               -------------                      ---------------

               {    *    }                        {    *    }
               -----------                        -----------
               {    *    }                        {    *    }
               -----------                        -----------
               {    *    }                        {    *    }
               -----------                        -----------


Payment
-------

Two million U.S. dollars (US$2,000,000) will be paid at the time of placing the
Order. Within {    *    } days after passing CDG2 Test, an irrevocable,
              -----------
confirmed, transferable and negotiable letter of credit will be granted for the
remaining value of the Order and may be paid in whole or in part, for partial
shipments, but final payment (whether whole or part) is not due until
{    *    } days after presentation of documents evidencing shipment.
-----------

All other terms and conditions of this purchase order shall be governed, to the
extent applicable, by the Distribution Agreement between the two parties. If
you have any questions regarding the above, please contact the undersigned at
{    *    }.
-----------

Yours truly,
NEWLANDS OIL & GAS INC.

** DRAFT **

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

* CONFIDENTIAL TREATMENT REQUESTED BY PC-EPHONE, INC.

<PAGE>

                                                                   Exhibit 10.20



8 February 2001

PC-EPhone Inc.
885 West Georgia Street, Suite 1388
Vancouver, BC  V6C 3E8


Gentleman

Reference is made to the Distribution Agreement (the "Agreement") between
Cyberbank Corp., a Korean corporation ("we" or "us") and PC-EPhone Inc., a
Nevada Corporation formerly known as Newlands Oil & Gas Inc. ("you") dated
November 6, 2000 pursuant to which we grant to you the right to distribute our
handheld device/terminal that can be used to perform multiple functions on a
CDMA, GSM or other wireless application protocol system (the "Product").

The Agreement contemplates that you are to place a purchase order with us for
35,000 units of the Product at price not less than U${    *    } per unit and
pay us therewith US$2,000,000 (the "Purchase Order") in 7 days after receipt of
shipment of 1,000 units, which were shipped on 25 November 2000.

This requirement of placing the Purchase Order constitutes a substantial
prerequisite to maintain the Agreement in effect and validity.  So far you did
not fulfill the requirement of making the Purchase Order.

In this regard, we hereby waive the requirement under the terms and conditions
as follows:

1.     PC-EPhone, Inc. shall place the Purchase Order (being the 35,000 unit
purchase order with the US$2,000,000 payment) within fifteen (15) business days
subsequent to the date upon which Cyberbank receives final, written confirmation
of the approval of the Product by the U.S. Federal Communications Commission and
forwards a copy to PC-EPhone, Inc. of such confirmation and approval.


*  Confidential Treatment Requested by PC-EPhone, Inc.

<PAGE>

2.     PC-EPhone, Inc. acknowledges that Cyberbank is using PC-EPhone as the
brand name in the Korean market and agrees that Cyberbank is the legal owner of
the brand name in Korea.  PC-EPhone, Inc. shall allow Cyberbank Corp. to use the
trademark "PC-EPhone" as a co-owner of the brand name.  PC-EPhone, Inc. shall
immediately take all necessary legal steps to register Cyberbank Corp. as a
co-owner of the brand name.

3.     Cyberbank is considering to strengthen PC-EPhone, Inc.'s role in
marketing and R&D to support PC-EPhone, Inc.'s listing in NASDAQ.  For this
purpose and during the process of raising capital, PC-EPhone, Inc. agrees to
accept investors recommended by Cyberbank and cooperate closely with Cyberbank,
in advance, in the process of raising capital from other investors


No waiver by us of any breach of any of your obligation shall be a waiver of any
subsequent breach of any other covenant, obligation or agreement, nor shall any
forbearance to seek a remedy for any breach be a waiver of any rights and
remedies with respect to such or any subsequent breach.

PC-EPhone, Inc. acknowledges that we reserve the right to terminate the
Agreement in such a case of non-fulfilling any one of the foregoing terms and
conditions.

Sincerely yours,


/s/ Young Sun Cho
----------------------------------
Cho, Young Sun
President
CYBERBANK Corp.


Agreed and acknowledged on this 8th day of February, 2001.


/s/ Douglas Yee
----------------------------------
Douglas Yee
President
PC-EPhone, Inc.


*  Confidential Treatment Requested by PC-EPhone, Inc.

<PAGE>


                                                                   Exhibit 10.21

                               TRI-PARTY AGREEMENT
                               -------------------

Dated this 9th day of February, 2001:

This Agreement is entered into among:

                      CYBERBANK CORP., a Korean corporation
                         18th Floor, Mirae Bldg. 1306-6
                             Seocho-dong, Seocho-gu
                             Seoul, Korea   137-855

                            (hereinafter "Cyberbank")

                                       AND

                      PC-EPHONE, INC., a Nevada corporation
                            #515, 3440 Wilshire Blvd.
                             Los Angeles, California

                               (hereinafter "PCE")

                                       AND

                  FUTURECOM GLOBAL, INC., a Nevada corporation
                               15690 N. 83rd Way,
                           Scottsdale, Arizona  85260

                               (hereinafter "FCG")

                   (collectively referred to as the "Parties")


WHEREAS Cyberbank and PCE are parties to a Distribution Agreement dated November
6, 2000 whereby Cyberbank granted to PCE, inter alia, the exclusive marketing
rights to the United States and Canada for the PC-EPhone convergence device also
referred to in the agreement as the Multipalm (hereinafter referred to as
"PC-EPhone"); and

WHEREAS PCE and FCG have entered into a Subdistribution Agreement dated November
15, 2000 whereby PCE granted to FCG the exclusive rights for the PC-EPhone to
the United States and Canadian markets; and

WHEREAS the Parties hereto wish to enter into this Agreement to confirm, clarify
and supplement certain matters pertaining to the aforementioned agreements.

NOW THEREFORE the Parties agree as follows:

1.     FCG shall have a first priority in terms of production capacity and
       deliverables supported by a purchase order of FCG issued by FCG.

2.     FCG shall have a right of first refusal with respect to excess capacity.
       The terms and conditions of purchase shall be in accordance with the
       Subdistribution Agreement.

3.     Cyberbank shall provide to PCE and FCG a schedule detailing the first 3
       months production.  Cyberbank shall deliver 35,000 units by {    *    }
       or earlier and a further {    *    } units by {    *    } or earlier.
       Partial shipments shall be allowed.

*  Confidential Treatment Requested by PC-EPhone, Inc.

<PAGE>

4.     A purchase order supported by a Standby Letter of Credit shall be issued
       at least {    *    } prior to the shipment date.

5.     Cyberbank shall, on a best efforts basis, provide assistance to FCG with
       respect to obtaining carrier approval from Verizon which, without
       limiting the generality of the foregoing, shall include providing loaner
       test units, or financial assistance with respect to the supply of such
       test units.

6.     Cyberbank shall within the next three (3) weeks upgrade the 1,000 units
       of PC-EPhone by providing new software, fixes for the roaming problem as
       well as ensuring the functionality of the said units.

7.     To secure payment under the purchase orders, FCG shall provide a one-year
       Standby Letter of Credit or Standby Letters of Credit providing for a
       {    *    }-day term or drawdown.  FCG shall provide, for the initial
       orders, a Standby Letter of Credit in the amount of US$50 million on or
       before February 28, 2001.

8.     The first 35,000 units of PC-EPhone shall be at a price to PCE of US$
       {    *    } per unit.  The price for future volumes shall be as follows:

                Historical Units                 Price Per Unit
                ----------------                 --------------
                  Manufactured                     (US dollars)
                  ------------                     ------------

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

                   {    *    }                     {    *    }

9.     In the event of a conflict between a provision in this Agreement and the
       two agreements referred to in the recitals, this Agreement shall prevail.

10.    The Parties hereto shall execute all other agreements and shall do all
       things necessary to give effect to the intent of the Parties hereto.


*  Confidential Treatment Requested by PC-EPhone, Inc.

<PAGE>


/s/ Young-sun Cho
--------------------------------------------------------------------------------
Young-sun Cho, President and CEO, Cyberbank Corp.


/s/ Ronald R. Kelly
--------------------------------------------------------------------------------
Ronald R. Kelly, President and CEO, FutureCom Global, Inc.


/s/ Douglas Yee
--------------------------------------------------------------------------------
Douglas Yee, President, PC-EPhone, Inc.




*  Confidential Treatment Requested by PC-EPhone, Inc.

<PAGE>