<PAGE>

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

                               Amendment No. 1 to
                                  FORM 10-QSB-A

 Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Act Of 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                       Commission file number: 000-50760.

                      FINANCIAL TELECOM LIMITED (USA), INC.
       ------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Nevada                                            58-2670972
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employee Identification No.)
incorporation or organization)

    306, Hang Bong Commercial Center, 28 Shanghai Street, Kowloon, Hong Kong
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                 (852) 2868 0668
                                 --------------
                           (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

Common Stock: $0.001 par value: 84,004,913 shares outstanding as of April 15,
2005 (latest practicable date).



<PAGE>


                      FINANCIAL TELECOM LIMITED (USA), INC.
                                   FORM 10-QSB
                                      INDEX

                                                                            PAGE

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements and Condensed Notes -
               Quarter Ended March 31, 2005                                   2

Item 2.    Management's Discussion and Analysis or Plan of Operation         11

Item 3.    Controls and Procedures                                           14

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 15

Item 2.    Changes in Securities and Use of Proceeds                         15

Item 3.    Default Upon Senior Securities                                    15

Item 4.    Submission of Matters to a Vote of Security Holders               15

Item 5.    Other Information                                                 15

Item 6.    Exhibits and Reports on Form 8-K                                  16

           Signatures                                                        16


                                       1


<PAGE>


PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)

                      FINANCIAL TELECOM LIMITED (USA), INC.
                       INTERIM CONSOLIDATED BALANCE SHEETS
                        AS OF MARCH 31, 2005 (UNAUDITED)

(STATED IN U.S. DOLLARS)
 ASSETS                                                              MARCH 31,
                                                                       2005
                                                                    (UNAUDITED)
Current assets
   Cash and cash equivalents                                        $   173,607
   Trade receivables                                                     34,029
   Prepayments and other current assets                                  12,983
                                                                    -----------
Total current assets                                                    220,619

Long term investment                                                    645,187

Fixed assets, net                                                         1,129
                                                                    -----------

TOTAL ASSETS                                                        $   866,935
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Trade payables and accrued liabilities                           $   310,430
   Deferred revenue                                                      31,512
   Due to related parties                                                23,553
                                                                    -----------
Total current liabilities                                               365,495

Stockholders' equity
   Common stock: $0.001 par value; 500,000,000 shares authorized
     and issued and outstanding shares: 81,496,031
   Common stock                                                          81,496
   Additional paid-in capital                                         3,762,199
   Stock subscriptions                                                  232,820
   Accumulated other comprehensive loss                                     (23)
   Accumulated deficit                                               (3,575,052)
                                                                    -----------
Total stockholders' equity                                              501,440
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   866,935
                                                                    ===========



(SEE CONDENSED NOTES TO THE FINANCIAL STATEMENTS.)

                                       2


<PAGE>


                      FINANCIAL TELECOM LIMITED (USA), INC.
            INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                       FOR THE THREE MONTHS ENDED MARCH 31

                                                      2005             2004
                                                  ------------     ------------
Service fee income                                $     78,712     $     76,511

Costs of sales                                          41,197           73,440
                                                  ------------     ------------

Gross profit                                            37,515            3,071

Operating expenses
   General and administrative expenses                  99,661           71,373
                                                  ------------     ------------

Operating loss                                         (62,146)         (68,302)

Other income (expense)
   Other income                                         18,597               --
   Interest expense                                         --          (10,152)
                                                  ------------     ------------
Total other income (expense)                            18,597          (10,152)
                                                  ------------     ------------

Net loss before minority interest and taxes            (43,549)         (78,454)

Minority interest                                           --          (31,663)

Provision for income taxes                                  --               --
                                                  ------------     ------------

Net loss                                               (43,549)        (110,117)

Foreign currency translation loss                          (23)              --
                                                  ------------     ------------
Total comprehensive loss                          $    (43,572)    $   (110,117)
                                                  ============     ============

Loss per share                                    $    (0.0006)    $    (0.0073)
                                                  ============     ============

Weighted average shares outstanding                 73,753,063       15,100,000
                                                  ============     ============


(SEE CONDENSED NOTES TO THE FINANCIAL STATEMENTS.)


                                       3


<PAGE>
<TABLE>

                      FINANCIAL TELECOM LIMITED (USA), INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              PERIOD ENDED MARCH 31

                                                                      2005          2004
                                                                    ---------     ---------
<S>                                                                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                            $ (43,549)    $(110,117)
   Adjustments to reconcile net loss to net cash flows used in
    operating activities
      Depreciation                                                        423         1,932
      Compensation cost for options issued for services rendered        4,553            --
      Gain on waive off debt                                          (18,597)           --
      Expense satisfied by stock subscription                          14,600            --
      Minority interest                                                    --        31,663
   Changes in assets and liabilities
      (Increase)/decrease in trade receivables                         (6,280)        3,698
      (Increase) in other current assets                              (12,983)      (14,034)
      (Decrease)/increase  in trade and other payables               (278,833)       32,480
      Increase in deferred revenue                                     15,384         1,160
                                                                    ---------     ---------
Net cash used in operating activities                                (325,282)      (53,218)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from the sale of common stock                             216,980            --
   Advances from related parties                                           --        28,361
   Repayments to related parties                                      (21,113)      (24,135)
                                                                    ---------     ---------
Net cash flows provided by financing activities                       195,867         4,226

Foreign currency effect on cash                                           (23)           --

DECREASE IN CASH AND CASH EQUIVALENTS                                (129,438)      (48,992)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                    303,045        52,245
                                                                    ---------     ---------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                        $ 173,607     $   3,253
                                                                    =========     =========

CASH PAID FOR INTEREST                                                     --     $  10,152
CASH PAID FOR INCOME TAXES                                                 --            --

SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
   Investment by issuance of common stock                           $ 645,187            --
                                                                    =========     =========
   Common stock issued to settle debts                              $ 414,206            --
                                                                    =========     =========
   Stock subscriptions for services rendered                        $  14,600            --
                                                                    =========     =========
   Compensation cost for options issued for services rendered       $   4,553            --
                                                                    =========     =========


                SEE CONDENSED NOTES TO THE FINANCIAL STATEMENTS.


                                       4

<PAGE>

                                                FINANCIAL TELECOM LIMITED (USA), INC.
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                  THREE MONTHS ENDED MARCH 31, 2005

                                                                                                        ACCUMULATED
                                   COMMON        COMMON       ADDITIONAL                                   OTHER
                                    STOCK         STOCK         PAID-IN       STOCK      ACCUMULATED   COMPREHENSIVE
                                   (SHARES)      (AMOUNT)       CAPITAL    SUBSCRIPTIONS   DEFICIT      INCOME(LOSS)       TOTAL
                                  -----------   -----------   -----------   -----------   -----------    -----------    -----------

BALANCE, DECEMBER 31, 2004         48,668,704   $    48,669   $ 2,514,100   $   849,406   $(3,531,503)   $        --    $  (119,328)

Common stock issued
  to acquire investments
  in other companies               12,173,338        12,173       633,014            --            --        645,187
Common stock issued for cash       17,359,440        17,359       199,621      (216,980)           --             --              0
Common stock issued to
  settle debt                       3,294,549         3,295       410,911      (414,206)           --             --              0
Common stock subscriptions
  in lieu of directors' fee                --            --            --        12,600            --             --         12,600
Common stock subscriptions
  in lieu of service rendered              --            --            --         2,000            --             --          2,000
Compensation cost for options
  issued for services rendered             --            --         4,553            --            --             --          4,553
Foreign currency translation loss          --            --            --            --            --            (23)           (23)
Net loss                                   --            --            --            --       (43,549)            --        (43,549)
                                  -----------   -----------   -----------   -----------   -----------    -----------    -----------
BALANCE, MARCH 31, 2005            81,496,031   $    81,496   $ 3,762,199   $   232,820   $(3,575,052)   $       (23)   $   501,440
                                  ===========   ===========   ===========   ===========   ===========    ===========    ===========

                                          SEE CONDENSED NOTES TO THE FINANCIAL STATEMENTS.

                                                                 5
</TABLE>

<PAGE>

                      FINANCIAL TELECOM LIMITED (USA), INC.
           CONDENSED NOTES - INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005

NOTE 1 - BASIS OF PRESENTATION
------------------------------

Financial Telecom Limited (USA), Inc. ("the Company", "We" or "us") was
incorporated on April 28, 2003, under the laws of the State of Nevada, with an
authorized capital of 500,000,000 shares of $0.001 par value common stock.
Through our wholly-owned subsidiaries, we provide financial advisory, financial
information and direct investment to corporations in Mainland China, Hong Kong
and certain Southeast Asian countries.

The accompanying unaudited consolidated financial statements have been prepared
in conformity with generally accepted accounting principles in the United States
of America. However, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted or condensed pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). In the opinion of
our management, all adjustments of a normal recurring nature necessary for a
fair presentation have been included. The results for interim periods are not
necessarily indicative of results for the entire year. These condensed financial
statements and accompanying notes should be read in conjunction with our annual
financial statements and the notes thereto for the year ended December 31, 2004,
included in our Annual Report on Form 10KSB, filed with the Securities and
Exchange Commission.

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, we have a negative working capital and a
significant accumulated deficit. In view of these matters, realization of a
major portion of the assets in the accompanying balance sheet is dependent upon
our continued operations, which in turn is dependent upon our ability to meet
our financing requirements, and the success of our future operations. We may
seek additional equity and raise funds through private or public equity
investment in order to support existing operations and expand the range and
scope of our business. There is no assurance that such additional funds will be
available to us on acceptable terms, if at all. Should we be unable to continue
as a going concern, we may have to cease our operations. We believe that actions
presently taken to revise our operating and financial requirements provide the
opportunity for us to continue as a going concern. Our ability to achieve these
objectives cannot be determined at this time.


NOTE 2 - RELATED PARTY TRANSACTIONS
-----------------------------------

THE FOLLOWING IS A SUMMARY OF SIGNIFICANT RELATED PARTY PURCHASE TRANSACTIONS,
WHICH WERE CARRIED OUT IN THE NORMAL COURSE OF THE COMPANY'S BUSINESS:

                                                         2005           2004
                                                     ------------  ------------
Bowland International Limited
  Loan interest expense                              $         --  $     10,152
  Rental charge for leased office space              $      5,307  $      8,912


Bowland International Limited is a related company with a common director. Loan
interest in 2004 was calculated at prime rate plus 3% per annum.

AMOUNTS DUE TO RELATED PARTIES ARE UNSECURED, INTEREST-FREE, HAVE NO FIXED TERMS
OF REPAYMENT, AND CONSISTED OF THE FOLLOWING AT MARCH 31 2005:

   Due to a former minority shareholder                            $     23,077
   Due to a director                                                        476
                                                                   ------------
                                                                   $     23,553
                                                                   ============


                                       6


<PAGE>

NOTE 3 - EARNINGS PER SHARE
---------------------------

Basic loss per share is based on the weighted average number of common shares
outstanding and diluted loss per share is based on the weighted average number
of common shares outstanding and dilutive common stock equivalents. Earnings
(loss) per share is calculated by dividing the net profit (loss) for the period
by the weighted average shares outstanding during the period. All loss per share
amounts in these financial statements are basic loss per share as defined by
SFAS No. 128, "Earnings Per Share." Diluted weighted average shares outstanding
exclude the potential common shares from options outstanding because to do so
would be antidilutive.


NOTE 4 - SEGMENT INFORMATION
----------------------------

During the three months ended March 31, 2005, we operated in two principal
segments: merchant banking service and financial data service. Before 2005, we
generated our income mainly from financial data service.

We do not allocate any general and administrative expenses or assets to our
operating segments as we do not use this information to measure the performance
of the sectors.

Income performance in the three months ended March 31, 2005 is as follows:

                                Merchant banking    Financial data
                                   services            service         Total
                                 -----------------------------------------------
Service fee income               $      32,260           46,452         78,712
Costs of sales                   $      10,753           30,444         41,197
                                 -----------------------------------------------
Gross profit                     $      21,507           16,008         37,515
                                 ===============================================

Income performance in the three months ended March 31, 2004 is as follows:

                                Merchant banking    Financial data
                                   services            service         Total
                                 -----------------------------------------------
Service fee income               $          --           76,511         76,511
Costs of sales                   $          --           73,440         73,440
                                 -----------------------------------------------
Gross profit                     $                        3,071          3,071
                                 ===============================================


NOTE 5 -STOCKHOLDERS' EQUITY TRANSACTIONS
-----------------------------------------

STOCK SUBSCRIPTIONS

Stock subscriptions represent the following:

(i) PROCEEDS FROM THE SALE OF COMMON STOCK - $500,000

Pursuant to a Stock Sale Agreement dated November 24, 2004, we sold 40,000,000
shares of our restricted common stock at $0.0125 per share to Allura Film
Partners, Inc., an unrelated party, for gross proceeds of $500,000 without
warrants. We received cash proceeds of $283,020 in December 2004. We received
the balance of $216,980 in January 2005 and issued 17,539,440 shares.

                                       7


<PAGE>

(ii) SETTLEMENT OF DEBT - $632,426

In December 2004, we reached debt settlement agreements with certain creditors,
including our previous and current directors, to convert their debts into our
restricted common stock. The number of shares to be issued in the first
installment was calculated based on: (i) the average closing price ($0.128) of
our common stock traded on the Over-the Counter Bulletin Board ("OTCBB") in the
last 10 trading days in December 2004 or (ii) at an agreed conversion price of
$0.04 per share. The debts to be converted are as follows:

                                                                      DEBTS
                                                                 TO BE CONVERTED
                                                                 ---------------
Loans payable, rental and accrued interest - related parties     $      551,111
Accounts payable and accrued liabilities                                 81,315
                                                                 ---------------
                                                                 $      632,426
                                                                 ===============


In accordance with the settlement agreements, we issued 3,294,549 shares to
settle debts in the amount of $414,206 in March 2005 under the first
installment. The balance of $218,220 is payable over the remaining 3 quarters in
2005. The number of shares to be issued will be based on the average closing
price of our common stock on the OTCBB of each quarter. In April 2005, we issued
699,424 shares to settle debts of $72,740 (see Note 6).

(iii) SUBSCRIPTION IN LIEU OF DIRECTORS' FEE $12,600

In March 2005, we reached agreements with our directors for the payment of their
fees by our restricted common stock on a quarterly basis calculated at the
average closing share price on the OTCBB of each quarter. Each director is paid
a basic fee of $500 per month and an additional fee of $600 for each meeting
attended. In April 2005, we issued 121,252 shares to settle fees due of $12,600
(see Note 6).

(iv) SUBSCRIPTION IN LIEU OF SERVICE RENDERED $2,000

In March 2005, we reached an agreement with Avalon Partners ("Avalon") to
conduct certain investor relations work for us for a term of twelve (12) months
commencing March 15, 2005 and terminating March 16, 2006. The agreement is
cancelable at any time by either party after the first quarter for any reason in
writing via email or fax. According to the agreement, we agreed to compensate
Avalon for services rendered the sum of $3,000 per month and 50,000 shares of
our restricted common stock per month. We accrued the amount of 25,000 shares at
$0.08 per share, which represents the fair market value of the services rendered
during the period.

STOCK ISSUANCE

Apart from the shares subscription as mentioned above, in February 2005, we
issued an aggregate of 12,173,338 shares of our common stock as consideration
for ownership interests in various entities and as consideration for the
purchase of convertible notes pursuant to certain option agreements as follows:

o        On December 14, 2004, we entered into an Option Agreement ("Longterms
         Agreement") with all of the shareholders ("Longterms Shareholders") of
         Shanghai Longterms Technology Ltd. ("Longterms"). Longterms is a
         privately held company organized under the laws of the People's
         Republic of China. Pursuant to the terms of the Longterms Agreement, we
         have the option to acquire from the Longterms Shareholders 19% of the
         total equity interest of Longterms at a purchase price of $130,474. On
         February 21, 2005, we exercised our option under the Longterms
         Agreement to purchase such 19% equity stake from the Longterms
         Shareholders and the purchase price for such equity stake was satisfied
         by our issuing to the Longterms Shareholders 2,461,773 shares of our
         common stock. On the same date, we also exercised our option under the
         Longterms Agreement to purchase a non-interest bearing convertible note
         from the Longterms Shareholders. Payment for the purchase was by the
         issuance of 2,073,072 shares of our common stock. On or before December
         14, 2014, we can convert the note, without payment of any additional
         consideration, into 16% of Longterms' entire equity interest as of the
         date of the Option Agreement or, at our election, $109,873 in cash to
         be paid to us by the Sellers.

                                       8


<PAGE>

o        On January 5, 2005, we entered into an Option Agreement ("JCL
         Agreement"), with all of the shareholders (the "JCL Shareholders") of
         Beijing JCL Technology Commerce Ltd. ("JCL"). JCL is a privately held
         company organized under the laws of the People's Republic of China.
         Pursuant to the terms of the JCL Agreement, we have the option to
         acquire from the JCL Shareholders 19% of the total equity interest of
         JCL for a purchase price of $155,697. On February 21, 2005, we
         exercised our option under the JCL Agreement to purchase such 19%
         equity stake from the JCL Shareholders and the purchase price for such
         equity stake was satisfied by our issuing to the JCL Shareholders
         2,937,677 shares of our common stock. On the same date, we also
         exercised our option under the JCL Agreement to purchase a non-interest
         bearing convertible note from the JCL Shareholders. Payment of the
         purchase was by the issuance of 1,700,761 shares of our common stock.
         On or before January 5, 2015 we can convert the note, without any
         additional consideration, into 11% of the entire equity interest of JCL
         as of the date of the JCL Agreement or, at our election, $90,140 in
         cash to be paid to us by the Sellers.

o        On January 20, 2005, we entered into an Option Agreement ("Qianhou
         Agreement") with all the shareholders (the "Qianhou Shareholders") of
         Shanghai Qianhou Computer Technology Ltd. ("Qianhou"). Qianhou is a
         privately held company organized under the laws of the People's
         Republic of China. Pursuant to the terms of the Agreement, we have the
         option to acquire from the Qianhou Shareholders 19% of the total equity
         interest of Qianhou for a purchase price of $86,316. On February 21,
         2005, we exercised our option under the Qianhou Agreement to purchase
         such 19% equity stake from the Qianhou Shareholders and the purchase
         was satisfied by our issuing to the Qianhou Shareholders 1,628,601
         shares of our common stock. On the same date, we exercised our option
         under the Qianhou Agreement to purchase a non-interest bearing
         convertible note from the Qianhou Shareholders. Payment of the purchase
         was by the issuance of 1,371,454 shares of our common stock. On or
         before January 20, 2015, we can convert the note, without any
         additional consideration, into 16% of the entire equity interest of
         Qianhou as of the date of the Qianhou Agreement or, at our election,
         $72,687 in cash to be paid to us by the Sellers.

We account for investments in companies in which the company has less than a 20%
interest at cost. Dividends received from those companies are included in other
income. Dividends received in excess of the company's proportionate share of
accumulated earnings are applied as a reduction of the cost of the investment.

STOCK OPTION

According to the independent contractor agreements we signed with Mr. Sam Chong
Keen, Info Media Company and China Digital Distribution Limited ("CDDL"), we
agreed to grant share options to these parties to purchase our restricted common
stock as compensation for services rendered upon the successful introduction of
business and clients to us and to stimulate their future commitment to us to
service these respective clients. During the first quarter of 2005, CDDL
successfully introduced to us 3 clients, which are Longterms, JCL, and Qianhou.
According to the service contracts signed with Longterms, JCL and Qianhou, we
will provide financial and investment services to these three companies over a
ten year period. CDDL will render services to these clients and will be
compensated based on the payments collected from these clients. On February 21,
2005, we granted CDDL options to purchase up to 1,278,200 of our restricted
common stock at an exercise price of $0.105. The number of options granted was
computed based on the total shares issued in connection with each deal
multiplied by the average share price of 30 trading days before completion.
According to the contractor agreement, after each first three anniversary of the
granting date, CDDL is entitled to exercise one third of the option shares at
any time during the next three years. Additionally, should the client end the
service contract with the Company within three years from the granting date, the
remaining unexercised option shares will be cancelled. None of the parties are
considered related parties to the Company as defined by SFAS No. 57, "Related
Party Disclosures."

Pursuant to EITF 96-18 "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services," the fair value of equity instruments issued (options in this case)
for services rendered are recognized in the same period and in the same manner
as if the Company had paid cash. .


                                       9


<PAGE>

NOTE 6 - SUBSEQUENT EVENTS
--------------------------

(i) In April 2005, we issued an aggregate of 121,152 restricted shares of our
common stock as payment of directors' fees of $12,600 for the first quarter of
2005.

(ii) In April 2005, we issued an aggregate of 699,424 restricted shares of our
common stock as settlement our debts of $72,740.

(iii) On March 25, 2005, we entered into a Sales and Purchase Agreement ("Enjoy
Agreement"), with all of the shareholders (the "Enjoy Shareholders") of Enjoy
Media Holding Limited ("Enjoy Media") to acquire from the Enjoy Shareholders
19.5% of the total equity interest of Enjoy Media for a consideration of
$82,727. On April 8, 2005, we completed the purchase of such 19.5% equity stake
from the Enjoy Shareholders and the purchase price was satisfied by our issuing
to the Enjoy Shareholders 1,688,306 shares of our common stock. The common
shares issued to the Enjoy Shareholders are restricted under the Securities Act
of 1933, as amended, and are subject to transfer restrictions thereunder.
According to the agreement signed with CDDL, CDDL was granted options on April
8, 2005, to purchase up to 168,831 shares of our restricted common stock at an
exercise price of $0.10. CDDL can exercise one third of its options during the
three years from one year after the granting date, one third during the three
years from two years after the granting date, and one third during the three
years from three years after the granting date.



                                       10


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

INTRODUCTION
------------

Management's discussion and analysis of results of operations and financial
condition ("MD&A") is provided as a supplement to the accompanying financial
statements and footnotes to help provide an understanding of our financial
condition, changes in financial condition and results of operations. The MD&A is
organized as follows:

o        CAUTION CONCERNING FORWARD-LOOKING STATEMENTS AND RISK FACTORS. This
         section discusses how certain forward-looking statements made by us
         throughout the MD&A and in the financial statements are based on our
         present expectations about future events and are inherently susceptible
         to uncertainty and changes in circumstances.

o        OVERVIEW. This section provides a general description of our business,
         as well as recent developments that we believe are important in
         understanding the results of operations and to anticipate future trends
         in those operations.

o        RESULTS OF OPERATIONS. This section provides an analysis of our results
         of operations for the quarter ended March 31, 2005 compared to the
         results of the quarter ended March 31, 2004. A brief description is
         provided of transactions and events, including related party
         transactions that impact the comparability of the results being
         analyzed.

o        LIQUIDITY AND CAPITAL RESOURCES. This section provides an analysis of
         our financial condition and cash flows as of and for the quarter ended
         March 31, 2005 and March 31, 2004.

o        CRITICAL ACCOUNTING POLICIES. This section provides an analysis of the
         significant estimates and judgments that affect the reported amounts of
         assets, liabilities, revenues and expenses, and related disclosure of
         contingent assets and liabilities.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS/RISK FACTORS
----------------------------------------------------------

The following discussion should be read in conjunction with our financial
statements and the notes thereto and the other financial information appearing
elsewhere in this document. In addition to historical information, the following
discussion and other parts of this document contain certain forward-looking
information. When used in this discussion, the words "believes," "anticipates,"
"expects," and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those projected due
to a number of factors beyond our control. We do not undertake to publicly
update or revise any of its forward-looking statements even if experience or
future changes show that the indicated results or events will not be realized.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. You are also urged to
carefully review and consider our discussions regarding the various factors,
which affect our business, included in this section and elsewhere in this
report.

Factors that might cause actual results, performance or achievements to differ
materially from those projected or implied in such forward-looking statements
include, among other things: (i) the impact of competitive products; (ii)
changes in law and regulations; (iii) limitations on future financing; (iv)
increases in the cost of borrowings and unavailability of debt or equity
capital; (v) our inability to gain and/or hold market share; (vi) managing and
maintaining growth; (vii) customer demands; (viii) market and industry
conditions, (ix) the success of product development and new product
introductions into the marketplace; (x) the departure of key members of
management; as well as other risks and uncertainties that are described from
time to time in our filings with the Securities and Exchange Commission.

                                       11


<PAGE>

OVERVIEW
--------

Our wholly-owned subsidiary, Financial Telecom Limited ("FTLHK"), was
established in 1983. It was the first company in Hong Kong to provide real-time
financial information services using a wireless network for the dissemination of
data. Through FTLHK, we generate revenue through the provision of financial
information services and the sale of technical analysis software and related
Internet and telephone services.

Due to the recession in Hong Kong and the depressed stock market, FTLHK had
suffered a significant drop in revenue in 2002. The situation was further
aggravated by the outbreak of the sudden acute respiratory syndrome (SARS) in
the first half of 2003. Because of these negative factors and the keen
competition in the financial data service industry, in November 2004, we decided
to diversify into the provision of financial and investment advisory services to
SME's in Mainland China, Hongkong and some South-east Asian countries. To pursue
this new strategy, we employed David Chen as our CEO. He currently holds office
in Shanghai, China. Together with Stephen Tang, our President, in Hongkong and
our newly appointed Managing Director, Sam Chong Keen, in Singapore, we have set
the geographic platform to implement our new business strategy. We have also
employed Richard Yan to be our Financial Controller to set up and maintain our
control and reporting systems.

In the first quarter of 2005, to augment our marketing and promotion efforts, we
have appointed independent contractors to help us to locate prospective clients
for our merchant banking services. We also appointed an investor relations firm
to enhance our market visibility and company image.

We are gradually terminating our on-line financial data services. To save on
operating costs, we have terminated our data supply arrangements with our data
sources in October, 2004.

RESULTS OF OPERATIONS
---------------------

COMPARISON OF THE QUARTER ENDED MARCH 31, 2005 AND MARCH 31, 2004

We started to provide merchant banking and financial advisory services in the
first quarter of 2005. Before 2005, we generated most of our income from the
provision of financial data services.

NET SALES AND COST OF SALES. We recorded net sales of $78,712 in the first
quarter of 2005, a slight increase of 3% as compared to $76,511 in the same
period in 2004. Net sales in the first quarter of 2005 consisted primarily of
income from financial advisory services sector and financial data services
sector. Net sales in the first quarter of 2004 only included sales from the
financial data services sector, which consisted mainly of real-time financial
data services, rental of equipment, consultancy fee income and data compilation.
The service fee in the first quarter of 2005 included investment and financial
advisory service income of $32,260 and data compilation fee of $46,452. The
income from financial data services sector had in fact declined by 39% as
compared to the same period of 2004. The significant drop of sales in this
sector is due to the phase-out of the real-time financial data services
beginning in October 2004.

Cost of sales in the first quarter of 2005 included the costs paid to the
independent contractor who had successfully introduced to us the clients and
assisted in closing the transactions. Cost of sales in the same period in 2004
included cost of capacity associated with the acquisition of data-feed from
various data sources and communication network rental necessary to provide
real-time broadcasting and on-demand multimedia content delivery services via
different connection topology. Cost of sales for the three months ended March
31, 2005 was $41,197, a 44% decline, as compared to $73,440 for the same period
in 2004. The decline of cost of sales is mainly due to the higher gross margin
of investment and financial advisory services sector as compared to the gross
margin of financial data services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG&A") expenses amounted to $99,661 for the first
quarter of 2005, an increase of $28,288 compared to $71,373 for the same period
in 2004. The increase in SG&A is partly due to the higher professional and
consultancy fees incurred in connection with the listing of our shares on the
OTCBB, and other fees incurred to promote our newly launched financial advisory
services.

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<PAGE>

INTEREST EXPENSE. Interest expense during the three months ended March 31 2004
represents payment of interest on loans from FTLHK's former shareholders and
related parties. In accordance to the settlement agreements with these lenders,
interest will not be accrued on these loans from January 2005 onward.

OTHER INCOME. In the first quarter of 2005, we re-negotiated with certain
companies which provided professional service to us. As a result, these
companies agreed to waive a total of $18,597 of the fee payables to them. This
amount was recorded as other income.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Our principal capital requirements during 2004 and 2005 are to satisfy ordinary
operating expenditures and professional fees relating to our application for
listing of our common stock at the OTCBB. We continue to approach funding
sources such as lenders interested in lending funds to us to meet our working
capital requirements and investors interested in purchasing our stock. We raised
$500,000 pursuant to an agreement dated November 24, 2004, with Allura Film
Partners, Inc. for the sale and purchase of 40,000,000 of our common stock at
$0.0125 per share. The proceeds from this transaction are being used for our
operating expenditures and repayment of certain debts. There is no assurance,
however, that we will be able to secure similar funding or investment in the
future.

As shown in the accompanying financial statements, we incurred a net loss of
$43,549 for the three months ended March 31, 2005. In addition, our cash flows
from operations were inadequate to meet our monthly expenses. Our ability to
continue as a going concern depends on the success of our plan to seek funding
sources and the success of our future operations.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004

OPERATING ACTIVITIES. The net cash used for operating activities was $325,282
during the three months ended March 31, 2005, compared to $53,218 in the same
period in 2004. The net cash used during the three months ended March 31, 2005
was primarily a result of the net loss of $43,549, offset by for equity issued
for services rendered of $19,153, depreciation of $423 and liabilities written
off of $18,597 and a decrease in trade and other payables of $278,833. The net
cash used during the same period in 2004 was a result of the net loss of
$110,117, offset by non-cash items totaling $33,595 and changes in working
capital accounts totaling $23,304.

INVESTING ACTIVITIES. During the three months ended March 31, 2005 and 2004, no
cash inflow or outflow from investing activities was recorded. Our investment in
the various companies was satisfied by the issuance of our common stock as
described in the previous section of this report.

FINANCING ACTIVITIES. The net cash provided in financing activities was $195,867
during the three months ended March 31, 2005, compared to $4,226 during the same
period on 2004. During the three months ended March 31, 2005, the cash inflow
provided to us from financing activities was proceeds from sale of common stock
of $216,980 offset by repayment to directors of $21,113. During the same period
of 2004, the cash generated from financing activities are the advances from
related parties of $28,361, off set by repayment to related parties of $24,135.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

Our discussion and analysis or plan of operation are based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

                                       13


<PAGE>

An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used or changes in the accounting estimate that are reasonably
likely to occur could materially change the financial statements. We believe the
following critical accounting policies reflect our more significant estimates
and assumptions used in the preparation of our consolidated financial
statements:

REVENUE RECOGNITION

Revenue is recognized when the following criteria are met: persuasive evidence
that an arrangement exists; delivery has occurred or services have been
rendered; the price to the customer is fixed or determinable; and collectability
is reasonably assured. Amounts received from customers in advance of revenue
recognition are deferred and classified on the balance sheet as "deferred
revenue."

TRADE RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

We present trade receivables, net of allowances for doubtful accounts, to ensure
accounts receivable are not overstated due to uncollectibility. The allowances
are calculated based on detailed review of certain individual customer accounts
and an estimation of the overall economic conditions affecting our customer
base. We review a customer's credit history before extending credit. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. There are currently no allowances for doubtful accounts as of March
31, 2005, as management does not deem any of the accounts are uncollectible.

INCOME TAXES

We account for income taxes under the provisions of Statement of Financial
Accounting Standards ("SFAS" No. 109), "Accounting for Income Taxes," whereby
deferred income tax assets and liabilities are computed for differences between
the financial statements and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future, based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary, to
reduce deferred income tax assets to the amount expected to be realized.

ITEM 3.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we
conducted an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report (the "Evaluation Date"). Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date, that our disclosure controls and procedures were effective such that the
material information required to be included in our Securities and Exchange
Commission ("SEC") reports is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms relating to us,
including our consolidating subsidiaries, and was made known to them by others
within those entities, particularly during the period when this report was being
prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
Evaluation Date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.


                                       14



<PAGE>


PART II.          OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

            None

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

1.       Pursuant to a Stock Sale Agreement dated November 24, 2004, we sold
         40,000,000 shares of our restricted common stock at $0.0125 per share
         to Allura Film Partners, Inc. (Allura), an unrelated party, for gross
         proceeds of $500,000 without warrants. We received cash proceeds of
         $283,020 during December 2004. We received the remaining funds of
         $216,980 in January 2005. On January 3, 2005, we issued 40,000,000
         shares to Allura and several other parties according to Allura's
         instruction. However, we booked 22,460,560 shares issuance in December
         2004 and booked 17,539,440 shares issuance in January 2005 to reflect
         the actual cash received.

         The shares were exempt from registration pursuant to Sections 4(2)
         under the Securities Act. No underwriting or other commissions were
         paid in connection with the issuance of these shares.

2.       In December 2004, we reached debt settlement agreements with certain
         creditors, including our previous and current directors, to convert
         their debts into our restricted common stock in four quarterly
         installments. The number of shares issued under the first installment
         was calculated based on either: (i) the average closing price ($0.128)
         of our common shares traded on the OTCBB in the last 10 trading days in
         December 2004 or (ii) at an agreed price of $0.04 per share.

         In March 2005, we issued an aggregate of 3,294,549 shares dated January
         3, 2005 to settle debts of $414,206, payable under the first
         installment mentioned above. The number of shares to be issued for this
         purpose will be based on the average closing price of our common shares
         on the OTCBB in the last 30 days of each quarter.

         The shares were exempt from registration pursuant to Sections 4(2)
         under the Securities Act. No underwriting or other commissions were
         paid in connection with the issuance of these shares.

3.       On February 21, 2005, we exercised our option under the Option
         Agreement with the shareholders of Shanghai Longterms Technology Ltd
         and issued 4,534,845 of our restricted shares of common stock at $0.053
         per share. The issuance was exempted from registration under the
         Securities Act of 1933, as amended, pursuant to Rule 903 thereunder as
         a sale by the issuer in an offshore transaction.

4.       On February 21, 2005, we exercised our option under the Option
         Agreement with the shareholders of Beijing JCL Technology Commerce Ltd
         and issued an aggregate of 4,638,438 our restricted shares of common
         stock at $0.053 per share. The issuance was exempted from registration
         under the Securities Act of 1933, as amended, pursuant to Rule 903
         thereunder as a sale by the issuer in an offshore transaction.

5.       On February 21, 2005, we exercised our option under the Option
         Agreement with Shanghai Qianhou Computer Technology Ltd and issued an
         aggregate of 3,000,055 of our restricted shares of common stock at
         $0.053 per share. The issuance was exempted from registration under the
         Securities Act of 1933, as amended, pursuant to Rule 903 thereunder as
         a sale by the issuer in an offshore transaction.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         None.

ITEM 5.  OTHER INFORMATION.

         None.

                                       15


<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a) The following list describes the exhibits filed as part of this Report on
Form 10-QSB.

Exhibit Number    Description of Document
--------------    -----------------------

3.1(1)            Articles of Incorporation of Financial Telecom Limited (USA),
                  Inc.
3.2(1)            Amended and Restated Bylaws of Financial Telecom Limited
                  (USA), Inc.
10.1(1)           Agreement between Hong Kong Futures Exchange Limited and
                  Financial Telecom Limited
10.2(1)           Market Service Datafeed Agreement between Stock Exchange
                  Information Services Limited and Financial Telecom Limited
10.3(2)           Option agreement dated December 14, 2004 between Fintel Group
                  Limited and shareholders of Shanghai Longterms Technology
                  Limited.
10.4(2)           Option agreement dated January 5, 2005 between Fintel Group
                  Limited and shareholders of Beijing JCL Technology Commerce
                  Limited.
10.5(2)           Option agreement dated January 20, 2005 between Fintel Group
                  Limited and shareholders of Shanghai Qianhou Computer
                  Technology Limited.
10.6(2)           Independent contractor agreement between Fintel Group Limited
                  and Mr. Sam Chong Keen.
10.7(2)           Independent contractor agreement between Fintel Group Limited
                  and Info Media Company.
10.8(2)           Independent contractor agreement between Fintel Group Limited
                  and China Digital Distribution Limited.
10.9(3)           Sales and purchase agreement dated March 25, 2005 between
                  Fintel Group Limited and shareholders of Enjoy Media Holdings
                  Limited
14.1(2)           Code of Ethics
21.1(2)           Subsidiaries of the registrant
24.1(3)           Power of Attorney
31.1(4)           Certification of David Chen, pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002
31.2(4)           Certification of Stephen Tang, pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002
32.1(4)           Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)  Incorporated herein by reference to the registrant's initial Registration
     Statement on Form 10-SB (File No. 000-50760) filed on May 13, 2004.
(2)  Incorporated herein by reference to the registrant's Annual Report on Form
     10-KSB (File No. 000-50760) filed on March 31, 2005.

(3)  Incorporated herein by reference to the registrant's Quarterly Report on
     Form 10-QSB (File No. 000-50760) filed on May 6, 2005.
(4)  Filed herewith


                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         FINANCIAL TELECOM LIMITED (USA), INC.

                                         By: /s/ Stephen Tang
                                             -----------------------------------
                                             Stephen Tang, President

Date: January 13, 2006

                                         By: /s/ David Chen
                                             -----------------------------------
                                             David Chen, Chief Executive Officer

Date: January 13, 2006



                                       16