Form 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVALOMB Number: 3235-0104
Expires: December 31, 2001
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(Print or type responses)

1. Name and Address of Reporting Person*
George Carapella

(Last) (First) (Middle)

3818 South Nine Drive

(Street)
Valrico, Florida 33594

(City) (State) (Zip)

2. Date of Event
Requiring Statement
(Month/Day/Year)
06/22/2001
4. Issuer Name and Ticker or Trading Symbol

Tel-One, Inc.   (none) 3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_X_ Director                    _X_10% Owner
___ Officer (give             ___ Other (specify
          title below)                             below)

6. If Amendment, Date of
Original (Month/Day/Year)
7. Individual or Joint/Group
Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,500,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exer- cisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conver- sion or Exercise Price of Deri- vative Security	5. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exer-cisable	Expira- tion Date	Title	Amount or Number of Shares

Explanation of Responses:

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ George Carapella **Signature of Reporting Person	07/16/2001 Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

TEL ONE INC 3