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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 10-QSB

|           |  |                                                                                                                                
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                                                
|[X]        |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

OR

|     |  |                                                                
|---- |  | ---------------------------------------------------------------
|[  ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission file number 0 - 26013MULTI-LINK TELECOMMUNICATIONS, INC.
(Exact name of small business issuer as specified in its charter)

|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Colorado                                                       |  | 84-1334687                       
|                                                               |  |                                  
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification No.)

4704 Harlan St, Suite 420, Denver, Colorado 80212

(Address of principal executive offices)

(303) 831 1977
(Issuers telephone number)

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. Yes [ X ] No [ ]

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

|                           |  |                         
|-------------------------- |  | ------------------------
|Class                      |  | Outstanding May 17, 2002
|                           |  |                         
|Common Stock, No par value |  | 4,886,935 shares        

Transitional Small Business Disclosure format: Yes [ ] No [X]





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TABLE OF CONTENTS



|                              |                                                                                                |                                                              |  |  |  |  |  | 
|----------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------ |  |  |  |  |  | 
|Part I. FINANCIAL INFORMATION
|                              | Item I. Financial Statements                                                                  
|                              |                                                                                                | Consolidated Balance Sheet                                  
|                              |                                                                                                | Consolidated Statements of Operations and Comprehensive Loss
|                              |                                                                                                | Consolidated Statements of Cash Flows                       
|                              |                                                                                                | NOTES TO FINANCIAL STATEMENTS (UNAUDITED)                   
|                              | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|PART II OTHER INFORMATION    
|                              | Item 1. Legal Proceedings                                                                     
|                              | Item 2. Changes in Securities.                                                                
|                              | Item 3. Defaults upon Senior Securities                                                       
|                              | Item 4. Submission of Matters to Vote of Security Holders                                     
|                              | Item 5. Other Information.                                                                    
|                              | Item 6. Exhibits and Reports on Form 8-K.                                                     



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INDEX

MULTI-LINK TELECOMMUNICATIONS, INC. AND SUBSIDIARIES



|PART I  FINANCIAL INFORMATION                                                                 |  |      |    |  |  | 
|---------------------------------------------------------------------------------------------- |  | ---- | -- |  |  | 
|                                                                                               |  |      |    |  |  | 
|Item 1.  Financial Statements (Unaudited)                                                      |  | PAGE |    |  |  | 
|                                                                                              
|Consolidated Balance Sheet March 31, 2002                                                      |  |      | 3  |  |  | 
|Consolidated
Statements of Operations and Comprehensive Income                                |  |      | 4  |  |  | 
|Three Months ended March 31, 2002 and 2001 and Six Months ended
March 31, 2002 and 2001        |  |      |    |  |  | 
|Consolidated Statement of Cash Flows  Six Months ended March 31,                              |  |      | 5  |  |  | 
|2002 and 2001                                                                                  |  |      |    |  |  | 
|Notes to Consolidated Financial Statements                                                     |  |      | 6  |  |  | 
|                                                                                               |  |      |    |  |  | 
|Item 2.
 Managements Discussion and Analysis of Financial
Condition and Results of Operations |  |      | 10 |  |  | 
|                                                                                               |  |      |    |  |  | 
|PART II  OTHER INFORMATION                                                                    |  |      |    |  |  | 
|                                                                                               |  |      |    |  |  | 
|Item 1. Legal Proceedings                                                                      |  |      | 19 |  |  | 
|Item 2. Changes in Securities                                                                  |  |      | 19 |  |  | 
|Item 3. Defaults on Senior Securities                                                          |  |      | 19 |  |  | 
|Item 4. Submission of Matters to a Vote of Security Holders                                    |  |      | 20 |  |  | 
|Item 5. Other Information                                                                      |  |      | 20 |  |  | 
|Item 6. Exhibits and Reports on Form 8-K                                                       |  |      | 20 |  |  | 

2



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Part I. FINANCIAL INFORMATION

Item I. Financial Statements

Multi-Link Telecommunications, Inc.
Consolidated Balance Sheet
(Unaudited)

|                                           |                                                                           |                            |           |             |            |  
|------------------------------------------ | ------------------------------------------------------------------------- | -------------------------- | --------- | ----------- | ---------- | -
|                                           |                                                                           |                            |           | March 31,  
|                                           |                                                                           |                            |           | 2002       
|                                           |                                                                           |                            |           |            
|ASSETS                                     |                                                                           |                            |           |            
|                                           |                                                                           |                            |           |            
|Current Assets                             |                                                                           |                            |           |            
|                                           | Cash & Cash Equivalents                                                   |                            | $         | 263,014     |           
|                                           | Accounts Receivable, net of allowance for doubtful accounts of $203,685   |                            |           | 647,303     |           
|                                           | Inventory                                                                 |                            |           | 25,131      |           
|                                           | Prepaid Expenses                                                          |                            |           | 54,070      |           
|                                           |                                                                           |                            |           |             |           
|                                           |                                                                           | Total Current Assets       |           |             | 989,518    |  
|                                          
|Property & Equipment Net                   |                                                                           |                            | 3,977,151 |            
|                                           |                                                                           |                            |           |            
|Other Assets                               |                                                                           |                            |           |            
|                                           | Prepaid Equipment                                                         |                            |           | 35,268      |           
|                                           | Deferred Financing Costs and Other Assets                                 |                            |           | 98,570      |           
|                                           | Intangible Assets, net of impairment and amortization of $3,619,069       |                            |           | 1,213,223   |           
|                                           |                                                                           |                            |           |            
|TOTAL ASSETS                               |                                                                           | $                          | 6,313,730 |            
|                                           |                                                                           |                            |           |            
|                                           |                                                                           |                            |           |            
|LIABILITIES & STOCKHOLDERS EQUITY         |                                                                           |                            |           |            
|                                           |                                                                           |                            |           |            
|Current Liabilities                        |                                                                           |                            |           |            
|                                           | Accounts Payable                                                          |                            | $         | 416,705     |           
|                                           | Accrued Expenses                                                          |                            |           | 730,444     |           
|                                           | Accrued Lease Costs                                                       |                            |           | 96,681      |           
|                                           | Customer Deposits                                                         |                            |           | 50,400      |           
|                                           | Deferred Revenue                                                          |                            |           | 181,562     |           
|                                           | Notes Payable                                                             |                            |           | 5,370,532   |           
|                                           |                                                                           |                            |           |            
|                                           |                                                                           | Total Current Liabilities  |           |             | 6,846,324  |  
|Long-Term Accrued Lease Costs              |                                                                           |                            | 661,388   |            
|                                           |                                                                           |                            |           |            
|STOCKHOLDERS EQUITY                       |                                                                           |                            |           |            
|                                           | Preferred Stock, $.01 par value: 5,000,000 shares authorized: none issued |                            |           | 0           |           
|                                           | Common Stock no par value: 20,000,000 shares authorized, 4,486,935        |                            |           | 12,533,821  |           
|                                           | shares issued and outstanding
Note Receivable                             |                            |           | (13,000     | )         
|                                           | Accumulated Deficit                                                       |                            |           | (13,714,803 | )         
|                                           |                                                                           |                            |           |            
|                                           |                                                                           | Total Stockholders Equity |           |             | (1,193,982 | )
|                                           |                                                                           |                            |           |            
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |                                                                           | $                          | 6,313,730 |            
|                                           |                                                                           |                            |           |            

See accompanying Notes to Consolidated Financial Statements.

3



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Multi-Link Telecommunications, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |           |           | 
|------------------------------------------------- | ------------------------------------------------------------------------------ | -------------- | --------- | ------------------ | --------- | ---------------- | ---------- | --------- | --------- | --------- | ---------- | --------- | --------- | - | ---------- | --------- | --------- | 
|                                                  |                                                                                |                |           | Three Months Ended |           | Six Months Ended
|                                                  |                                                                                |                |           |                    |           |                 
|                                                  |                                                                                |                |           | March 31,          |           | March 31,        |            | March 31, |           | March 31,
|                                                  |                                                                                |                |           | 2002               |           | 2001             |            | 2002      |           | 2001     
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |          
|NET REVENUES                                      |                                                                                | $              | 2,262,745 |                    |           |                  | 2,782,204  |           |           |           | 4,632,305  |           |           |   | 5,814,051  |          
|COST OF SERVICES AND PRODUCTS                     |                                                                                |                | 527,801   |                    |           |                  | 740,166    |           |           |           | 1,098,360  |           |           |   | 1,530,913  |          
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|GROSS MARGIN                                      |                                                                                |                | 1,734,944 |                    |           |                  | 2,042,038  |           |           |           | 3,533,945  |           |           |   | 4,283,138  |          
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|EXPENSES                                          |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|                                                  | Sales & Advertising Expenses                                                   |                |           | 200,819            |           |                  |            | 921,602   |           |           |            | 371,262   |           |   |            | 1,738,246 |          
|                                                  | General & Administrative Expenses                                              |                |           | 1,432,114          |           |                  |            | 3,172,679 |           |           |            | 2,890,388 |           |   |            | 4,758,420 |          
|                                                  | Capitalized Offering Costs Written Off                                         |                |           | (45,267            | )         |                  |            | 472,839   |           |           |            | (45,267   | )         |   |            | 472,839   |          
|                                                  | Write-down of Intangible and Other Assets due
to Estimated Impairment in Value |                |           | 31,000             |           |                  |            | 1,761,171 |           |           |            | 240,072   |           |   |            | 1,761,171 |          
|                                                  | Depreciation                                                                   |                |           | 121,888            |           |                  |            | 186,041   |           |           |            | 248,384   |           |   |            | 365,106   |          
|                                                  | Amortization                                                                   |                |           | 250,558            |           |                  |            | 315,059   |           |           |            | 514,368   |           |   |            | 624,499   |          
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|                                                  |                                                                                | Total Expenses |           |                    | 1,991,112 |                  |            |           | 6,829,391 |           |            |           | 4,219,207 |   |            |           | 9,720,281 | 
|                                                 
|LOSS FROM OPERATIONS                              |                                                                                |                | (256,168  | )                  |           |                  | (4,787,353 | )         |           |           | (685,262   | )         |           |   | (5,437,143 | )        
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|INTEREST AND RELATED EXPENSES NET                 |                                                                                |                | (459,368  | )                  |           |                  | (172,991   | )         |           |           | (661,955   | )         |           |   | (315,576   | )        
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|LOSS BEFORE TAXATION                              |                                                                                |                | (715,536  | )                  |           |                  | (4,960,344 | )         |           |           | (1,347,217 | )         |           |   | (5,752,719 | )        
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|PROVISION FOR INCOME TAXES                        |                                                                                |                | (14,113   | )                  |           |                  | (2,850     | )         |           |           | (15,059    | )         |           |   | (18,001    | )        
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|NET LOSS                                          |                                                                                | $              | (729,649  | )                  |           | $                | (4,963,194 | )         |           | $         | (1,362,276 | )         |           | $ | (5,770,720 | )        
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|UNREALIZED LOSS ON INVESTMENTS AVAILABLE FOR SALE |                                                                                |                | 0         |                    |           |                  | (1,758     | )         |           |           | 0          |           |           |   | 0          |          
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|COMPREHENSIVE LOSS                                |                                                                                | $              | (729,649  | )                  |           | $                | (4,964,952 | )         |           | $         | (1,362,276 | )         |           | $ | (5,770,720 | )        
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|Consolidated Balance Sheet                        |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|                                                  | Basic                                                                          |                |           | ($0.16             | )         |                  |            | ($1.21    | )         |           |            | ($0.31    | )         |   |            | ($1.41    | )        
|                                                  | Diluted                                                                        |                |           | ($0.16             | )         |                  |            | ($1.21    | )         |           |            | ($0.31    | )         |   |            | ($1.41    | )        
|                                                  |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        |                                                                                |                |           |                    |           |                  |            |           |           |           |            |           |           |   |            |          
|                                                  | Basic                                                                          |                |           | 4,483,386          |           |                  |            | 4,085,844 |           |           |            | 4,443,570 |           |   |            | 4,085,353 |          
|                                                  | Diluted                                                                        |                |           | 4,483,386          |           |                  |            | 4,085,844 |           |           |            | 4,443,570 |           |   |            | 4,085,353 |          

See accompanying Notes to Consolidated Financial Statements.

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Multi-Link Telecommunications, Inc.
Consolidated Statements of Cash Flows
(Unaudited)

|                                                                           |                                                                                |                                                  |            |                  |          |           |            |           |            |  
|-------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------------------------ | ---------- | ---------------- | -------- | --------- | ---------- | --------- | ---------- | -
|                                                                           |                                                                                |                                                  |            | Six Months Ended
|                                                                           |                                                                                |                                                  |            |                 
|                                                                           |                                                                                |                                                  |            | March 31,        |          | March 31,
|                                                                           |                                                                                |                                                  |            | 2002             |          | 2001     
|                                                                           |                                                                                |                                                  |            |                  |          |          
|CASH FLOW FROM OPERATING ACTIVITIES                                        |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|NET LOSS                                                                   |                                                                                | $                                                | (1,362,276 | )                |          | $         | (5,770,720 | )        
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           | Depreciation and Amortization                                                  |                                                  |            | 762,753          |          |           |            | 989,605   |           
|                                                                           | Write-down of Intangible and Other Assets due to
Estimated Impairment in Value |                                                  |            | 240,072          |          |           |            | 1,761,171 |           
|                                                                           | Amortization of Debt Discount and Issuance Costs                               |                                                  |            | 9,086            |          |           |            | 4,543     |           
|                                                                           | Bad Debt Expense                                                               |                                                  |            | (15,938          | )        |           |            | 375,499   |           
|                                                                           | Issue of Stock for Services                                                    |                                                  |            | 21,000           |          |           |            | 347,026   |           
|                                                                           | Loss on Disposal of Fixed Assets                                               |                                                  |            | 32,225           |          |           |            | 0         |           
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|CHANGES IN OPERATING ASSETS & LIABILITIES                                  |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           | (Increase)/Decrease in Accounts Receivable                                     |                                                  |            | 134,471          |          |           |            | (243,567  | )         
|                                                                           | (Increase)/Decrease in Inventory                                               |                                                  |            | 8,571            |          |           |            | 16,263    |           
|                                                                           | (Increase)/Decrease in Prepayments                                             |                                                  |            | 69,746           |          |           |            | 85,857    |           
|                                                                           | Increase/(Decrease) in Accounts Payable                                        |                                                  |            | (427,636         | )        |           |            | (299,116  | )         
|                                                                           | Increase/(Decrease) in Accrued Expenses                                        |                                                  |            | (40,620          | )        |           |            | 1,463,206 |           
|                                                                           | Increase/(Decrease) in Deferred Revenue                                        |                                                  |            | (40,956          | )        |           |            | (226      | )         
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           |                                                                                | Total Cash Flow used in Operating Activities     |            |                  | (609,502 | )         |            |           | (1,270,459 | )
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|CASH FLOW FROM INVESTING ACTIVITIES                                        |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           | Purchase of Subscriber Accounts                                                |                                                  |            | (244,811         | )        |           |            | (96,427   | )         
|                                                                           | Purchase of Fixed Assets                                                       |                                                  |            | (26,272          | )        |           |            | (180,579  | )         
|                                                                           | Advance on Note Receivable                                                     |                                                  |            | 0                |          |           |            | (22,767   | )         
|                                                                           | Sale of Marketable Securities                                                  |                                                  |            | 0                |          |           |            | 795,765   |           
|                                                                           | Deferred Financing Costs                                                       |                                                  |            | 0                |          |           |            | 170,995   |           
|                                                                           | Purchase of Amerivoice Subscriber Accounts                                     |                                                  |            | 0                |          |           |            | (282,693  | )         
|                                                                           | Purchase of NOrbit Subscriber Accounts                                        |                                                  |            | 0                |          |           |            | (40,720   | )         
|                                                                           | Proceeds on Sale of Fixed Assets                                               |                                                  |            | 34,553           |          |           |            | 0         |           
|                                                                           | Proceeds on Sale of Telephone Answering Service                                |                                                  |            | 442,817          |          |           |            | 0         |           
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           |                                                                                | Total Cash Flow provided by Investing Activities |            |                  | 206,287  |           |            |           | 343,574    |  
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|CASH FLOW FROM FINANCING ACTIVITIES                                        |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           | Proceeds from Exercise of Stock Options                                        |                                                  |            | 679              |          |           |            | 0         |           
|                                                                           | Advances under Notes Payable                                                   |                                                  |            | 220,911          |          |           |            | 1,568,160 |           
|                                                                           | Payments of Notes Payable                                                      |                                                  |            | (367,633         | )        |           |            | (952,708  | )         
|                                                                           | Customer Deposits                                                              |                                                  |            | (726             | )        |           |            | (7,582    | )         
|                                                                           | Accrual for Costs of Early Debt Repayment                                      |                                                  |            | 363,581          |          |           |            | 0         |           
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|                                                                           |                                                                                | Total Cash Flow provided by Financing Activities |            |                  | 216,812  |           |            |           | 607,870    |  
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|DECREASE IN CASH & CASH EQUIVALENTS                                        |                                                                                | $                                                | (186,403   | )                |          | $         | (319,015   | )        
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|Cash and Cash Equivalents at the beginning of the period                   |                                                                                | $                                                | 449,417    |                  |          | $         | 661,713    |          
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|Cash and Cash Equivalents at the end of the period                         |                                                                                | $                                                | 263,014    |                  |          | $         | 342,698    |          
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION                             |                                                                                |                                                  |            |                  |          |           |            |          
|Cash paid for interest                                                     |                                                                                | $                                                | 181,358    |                  |          | $         | 294,283    |          
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|Cash paid for taxation                                                     |                                                                                | $                                                | 15,059     |                  |          | $         | 35,500     |          
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|Unrealized loss on marketable securities                                   |                                                                                | $                                                | 0          |                  |          | $         | (669       | )        
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|Fixed assets purchased through debt                                        |                                                                                | $                                                | 75,000     |                  |          | $         | 0          |          
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          
|Fixed assets purchased through prepaid equipment costs                     |                                                                                | $                                                | 0          |                  |          | $         | 706,965    |          
|                                                                           |                                                                                |                                                  |            |                  |          |           |            |          

See accompanying Notes to Consolidated Financial Statements.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1 Basis of Presentation

The accompanying
unaudited financial statements of Multi-Link
Telecommunications, Inc. have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In our
opinion the financial statements include all adjustments (consisting of normal
recurring accruals) necessary in order to make the financial statements not
misleading. Operating results for the three and six month periods ended March
31, 2002 are not necessarily indicative of the results that may be expected for
the year ended September 30, 2002. These statements should be read in
conjunction with the financial statements and related notes contained in our
latest Form 10-KSB, which includes audited financial statements for the years
ended September 30, 2001 and 2000.

Note 2 Liquidity

The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
liquidation of liabilities in the ordinary course of business.

At March 31, 2002 the Company had cash of $263,000, no available lines of
credit, and negative working capital of $(5,857,000). $2,039,000 of this
negative balance relates to a loan from Westburg Media Capital LLP
(the Westburg loan) which, following a restructuring in March 2002, is now due for
repayment on July 31, 2002. In addition, in early 2002 the Company ceased
making scheduled payments to various equipment lenders and lessors. As a result
of these defaults, loans and leases totaling $1,507,000 have been reclassified
to short-term debt and an additional accrual of $364,000 has been made in
respect of costs related to the early repayment of these loans and leases
including unearned interest and sales and property taxes.

The level of the Companys cash balances and earnings before interest, tax,
depreciation and amortization (EBITDA) is insufficient to make payments on
its scheduled indebtedness. Furthermore its EBITDA is continuing to decline as
customer attrition in its residential division continues to exceed the level of
new sales. The Company has continued to reduce operating costs but is unable to
reduce expenses to a level that would permit the Company to adhere to its
present debt repayment schedules.

As a result of the difficult investment climate in the Telecommunications
sector the Company has been unable to raise additional cash resources through
the issue of debt or equity securities.

In March 2002 the Company sold its live telephone answering business to Signius
Corporation for $443,000 in cash to provide liquidity and working capital.

The Company has hired Santa Fe Capital Group to value each of the Companys
various operating businesses and to advise the Board on strategic alternatives.
It is likely that one or more major asset sales will be required in order to
provide adequate liquidity to enable the Company to repay its outstanding
debts.

There can be no assurances that any asset sale will provide adequate liquidity
for the Company. If the Company is unsuccessful in selling assets, it will
affect the Companys ability to continue operations as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

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Note 3 Basis of Consolidation

On November 19, 1999, Multi-Link Telecommunications, Inc., through its
newly formed subsidiary, Hellyer Communications Services, Inc., acquired the
business and substantially all the assets of Hellyer Communications, Inc.
(Hellyer) for a combination of cash, assumption of certain liabilities and
common stock valued at $4.7 million. Hellyer had been a provider of business
messaging services since 1969, and had over 40,000 subscribers in Indianapolis,
Chicago and Detroit. The transaction was accounted for using the purchase
method of accounting and resulted in $2.8 million of goodwill representing the
excess of the purchase price over the fair value of net assets acquired. The
purchase price was $1.1 million in cash and the assumption of approximately
$2.9 million in liabilities. Restricted common stock (150,000 shares) with a
market value at the date of issuance of $956,000 was issued with a two-year
vesting schedule with respect to non-compete and consulting agreements with
Jerry L. Hellyer, the sole shareholder of Hellyer. The results of the Hellyer
Communications business have been consolidated with those of Multi-Link
Telecommunications, Inc. effective November 17, 1999. During the course of
fiscal 2000, the Hellyer business was transferred into a newly formed limited
liability company, Hellyer Communications Services, LLC, which was subsequently
renamed Multi-Link Communications, LLC

On November 29, 1999, Hellyer Communications Services, Inc., acquired
9,416 residential voice-messaging accounts from B.F.G. of Illinois Inc., doing
business as Cashtel, Inc., in Chicago. The purchase price was $258,320 in cash
and common stock (2,220 shares) with a market value at the date of issuance of
$20,535. The revenues and expenses of these accounts have been consolidated
with those of Multi-Link Telecommunications, Inc., effective November 29, 1999.

On January 6, 2000, Multi-Link Telecommunications, Inc., through its newly
formed subsidiary, One Touch Communications, Inc., acquired the business and
substantially all the assets of One Touch Communications, Inc., a provider of
advanced voice messaging services to businesses in Raleigh, North Carolina. The
transaction was accounted for using the purchase method of accounting and
resulted in $2.84 million of goodwill representing the excess of the purchase
price over the fair market value of net assets acquired. The purchase price
was $3.19 million, $1.17 million in cash and restricted common stock (246,718)
with a market value at date of issuance of $2.02 million. The sellers agreed to
hold the common stock for up to two years from the date of closing, although
these shares have subsequently been sold through private placement. The results
of the One Touch business have been consolidated with those of Multi-Link
Telecommunications, Inc. effective January 6, 2000.

On March 31, 2000, Multi-Link Telecommunications, Inc., acquired 100% of
the outstanding capital stock of VoiceLink Inc., a provider of advanced voice
messaging services to businesses in Atlanta, Georgia. The purchase price was
$4.88 million paid through the issue of restricted common shares (406,488) at a
price of $12.00 per share. The acquisition was accounted for as a pooling of
interests.

Effective May 1, 2000, Multi-Link Telecommunications, Inc., acquired 50%
of the outstanding capital stock of VoiceLink of Florida, Inc., a provider of
advanced voice messaging services to businesses in Ft. Lauderdale, Florida.
VoiceLink, Inc., a wholly owned subsidiary of Multi-Link Telecommunications,
Inc., had previously owned 50% of the outstanding share capital of VoiceLink of
Florida, Inc. and VoiceLink of Florida, Inc. had been accounted for under the
equity method of accounting. The equity income (loss) of VoiceLink of Florida,
Inc. was not significant to Multi-Link Telecommunications, Inc. and has been
included in interest income (expense) net and other within the consolidated
statements of operation and comprehensive income. The purchase price for the
remaining 50% of outstanding share capital of VoiceLink of Florida, Inc. was
acquired for restricted common stock (12,000) with a market value at date of
issuance of $132,000. The acquisition was

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accounted for as a purchase, and, as a result, the results of VoiceLink of
Florida, Inc. have been consolidated with those of Multi-Link
Telecommunications, Inc., effective May 1, 2000.

On July 31, 2000, the Company entered into an agreement to acquire the
Chicago base of residential voicemail customers of Amerivoice, Inc. Amerivoice
transferred approximately 4,540 subscribers to the Company in November 2000.
Total acquisition costs were approximately $102,000. Annual revenues from these customers were approximately
$180,000.

In January 2001, the Company entered into an agreement to acquire the
telephone answering service customers of NOrbit in Indianapolis at a total
cost of $39,870. The Company began billing these customers in February 2001 and
the final payment for this acquisition was made in July 2001. Annual revenues
from these customers were approximately $45,000.

Effective March 1, 2001 the Company entered into a further agreement to
acquire additional Chicago residential customers and the base of business voice
mail customers of Amerivoice, Inc. in Milwaukee, Wisconsin. The Company also
acquired certain fixed assets and voice messaging equipment in Milwaukee and
Chicago. Approximately 9,600 residential customers and 420 business customers
were transferred to the Company. The purchase price was approximately $205,000, part of which has been paid through
the issue of 60,000 shares of restricted common stock. The payment of the balance of the acquisition price is contingent upon the successful completed transfer of telephony from
Amerivoice, which is currently in progress.

4 Note Receivable

As part of the Companys acquisition of Hellyer (see Note 3), the Company
advanced $300,000 on a note receivable to the former owner of Hellyer. The loan
originally accrued interest at prime rate plus 3% and was repayable in full,
interest and principal, on December 31, 2000 and was collateralized by 150,000
common shares of the Company.

On November 14, 2000, the debtor under the note receivable filed for
bankruptcy under Chapter 11, which is an event of default under the note
receivable. Consequently the interest rate charged on the loan increased to a
default rate of 18% and the legal costs and certain marketing costs authorized
by the bankruptcy court have been added to the balance of the note receivable.
As at March 31, 2002 the balance of principal, interest and costs totaled
$454,000.

As at December 31, 2001 and March 31, 2002 the market value of the
security for the loan was estimated at $44,000 and $13,000 respectively.
Consequently the Company has made a provision of $397,000 and $441,000
respectively against the carrying value of the note receivable. In addition the
Company has reclassified the note receivable from Other Assets to a Contra
Equity account.

Effective April 29, 2002 the 150,000 common shares of the Company which
was the security for the note receivable was sold at 4 cents per share
realizing approximately $6,000. Accordingly a further write-off of $7,000 will
be recorded in the period ending June 30, 2002 (see note 10)

Note 5 Prepaid Equipment

As part of the private placement of shares to Glenayre Technologies, Inc.
(Glenayre) on June 30, 2000 the Company contracted to purchase not less than
$2.5 million of messaging equipment from Glenayre by June 30, 2003, at standard
list price, provided that Glenayre delivered a fully functioning Unified
Messaging system that meets certain defined operating standards. The Company
believes that the operating standards of a fully functioning Unified Messaging
system have not been met as yet. To fund part of these contracted purchases,
Glenayre retained $800,000 of the proceeds from the

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issuance of the stock in an escrow account. As at March 31, 2002 Glenayre
owned 264,439 shares of common stock representing approximately 5% of the
outstanding common stock of the Company.

As at March 31, 2002, the Company has purchased $779,000 of equipment from
Glenayre towards satisfying this obligation. This amount has been offset
against the balance of prepaid equipment costs.

Assuming that Glenayre does deliver a system that meets the specifications
in the volume purchase agreement, the Companys ability to satisfy its purchase
obligations will depend upon the future availability of additional debt and
equity capital. As at March 31, 2002, the Companys outstanding obligation to
purchase equipment from Glenayre was approximately $1,729,000. In its current
financial position the Company is unable to satisfy this obligation. However
Glenayre has indicated that they propose to waive the provisions of the Volume
Purchase Agreement.

Note 6 Property and Equipment

In July 2001, 125,000 Company shares with a market value of $525,000 were
issued as consideration for the design and implementation of accounting and CRM
computer software. As this project was not completed by March 31, 2002 the
value of this software purchased with this stock has been recorded at the
market value of the stock at March 31, 2002  $16,250. Subsequent to March 31,
2002 the market value of stock issued has continued to decline and consequently
the carrying value of the software will need to be further reduced in fiscal
2002 (see note 10).

Note 7 Impairment of Intangible Assets

During the three months ended December 31, 2001 the estimated future
undiscounted cash flow associated with the VoiceLink of Florida business was
estimated to be less than the carrying value of its subscriber accounts and
accordingly they were written down by $51,000 to the value of their estimated
discounted future cash flow. Forecast future cash flows were discounted at 35%
to arrive at their estimated net present value to the Company.

During the three months ended March 31, 2002 the Company hired Santa Fe
Capital Group to value each of the Companys various operating businesses and
to advise the Board on strategic alternatives. Based on discussions with Santa
Fe Capital Group, the Company believes no additional provision is required for
impairment of intangible or long lived assets is required for the quarter ended
March 31, 2002. The Company will continue to evaluate impairment on a quarterly
basis and additional material adjustments may be required in the future.

Note 8 Notes Payable

In November 2001 the Company entered into a $75,000, 60-month lease with
interest at 17% to finance the purchase of accounting and CRM software.

In December 2001 the Company entered into a $300,000 receivable financing
facility with CS Capital, Inc. At March 31, 2002 the Company had drawn $192,000
on this facility secured by $440,000 of residential customer receivables and
pays interest at approximately 2.5% per month.

As of March 31, 2002, the Company was in default on its obligations to
various lenders and leasing companies. As result, $1,507,000 of loans and
capital leases have been reclassified from long-term liabilities to current
liabilities due to acceleration clauses contained within such leases and loans
and an additional accrual of $364,000 has been made in respect of costs related
to the early repayment of these loans and leases including unearned interest
and sales and property taxes. Certain lenders have agreed to forbear from
taking action against the Company for the recovery of equipment financed by
such lenders until asset sales can be made.

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In March 2002 the Company restructured its $2,039,000 term loan with
Westburg Media Capital. Under the terms of the restructuring the maturity date
of the Note was accelerated to July 31, 2002 and Westburg waived all covenant
defaults through July 31, 2002. It is the intention of the Company to repay the
Note through one or more asset sales.

Note 9 Sale of Live Answering Service in Indianapolis

Effective March 31, 2002, the Company sold its live telephone answering
service in Indianapolis to Signius Corporation. Signius purchased the answering
service customers, accounts receivable, and equipment. The Company received
$443,000 in consideration, including $100,000 that was used to pay off a lease
for answering service equipment with Zions Credit Corporation. The sale was
treated as a cost recovery and no gain or loss was recognized.

Note 10 Subsequent Events

As at March 31, 2002 the Companys share price was 13 cents. Since that
date the Companys share price has fallen to approximately 6 cents. Unless the
Companys share price recovers to 13 cents the Company will need to reduce the
carrying value of certain of its fixed assets (see note 6) by a further $8,750
in the fiscal quarter ended June 30, 2002.

Effective April 29, 2002 the 150,000 common shares of the Company, which
was the security for the note receivable from Mr. Jerry Hellyer Jr. (see note
4), was sold at 4 cents per share realizing approximately $6,000. Accordingly a
further write-off of $7,000 will be recorded in the period ending June 30,
2002.

On April 30, 2002, Multi-Link Communications, Inc. (Multi-Link), a
wholly owned subsidiary of Multi-Link Telecommunications, Inc. completed an
Agreement for Purchase with Telcom Sales Associates, Inc. (TSA) pursuant to
which TSA sold the assets of its Sales Agency business in Denver, CO for
$16,000 payable by the issue of 400,000 restricted common shares of Multi-Link
Telecommunications, Inc.

Effective May 1, 2002 R. Brad Stillahn resigned from the Companys Board
of Directors for personal reasons.




ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the
consolidated financial statements included in this report. This discussion
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward
looking statements as a result of any number of factors, including but not
limited to, intensity of competition, customer attrition, disruption of local
telephone networks, technological obsolescence, cost of technology, the
availability of third party billing solutions, the availability of financing,
our ability to manage our growth, the availability and success of future
acquisitions, the effects of regional economic and market conditions and
increases in marketing and sales costs.

OVERVIEW

We provide basic voice mail, call routing and advanced integrated voice
and fax messaging to small businesses in several major urban markets. These
services enable businesses to improve the handling of incoming calls and
facilitate more efficient communication between employees, customers, suppliers
and other key relationships. We also provide basic voice mail and paging
services to consumers.

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Our strategy is to offer a total messaging solution that is custom
designed to meet the specific needs of each customer. Our customers can begin with basic voice mail
services, and then upgrade to more advanced services as their needs change, or
as they become willing to consider more advanced and higher-priced messaging
solutions. These messaging services comprise approximately 95% of our revenue
and include:



| |  |  | basic automated voice mail services                               
| | - |  | ------------------------------------------------------------------
|
| |  |  | call routing services                                             
|
| |  |  | automated messaging services that integrate voice and fax messages

In addition to messaging services, we also sell other services and
products that link into our messaging services. In some cases, we act as agents
for other telecommunications companies and receive sales commissions, and in
other cases we purchase services and resell them to our customers. These
products and services account for approximately 5% of our revenues. These
services include:



| |  |  | pagers and paging services                     
| | - |  | -----------------------------------------------
|
| |  |  | mobile telephones and mobile telephone services
|
| |  |  | local dial tone services                       
|
| |  |  | long distance telephone service                
|
| |  |  | telephone systems                              

Our revenues are primarily derived from receiving fixed monthly service
fees for voice mail and sales of ancillary telecommunications services such as
paging. We recognize revenues as we deliver services. Annual prepayments by
subscribers are recognized over the period covered by the prepayment on a
straight-line basis.

Our primary costs of delivering our voice messaging services to our
subscribers are our voice messaging systems, maintenance costs and the costs of
interconnection to the public switched telephone network. Most of our general
and administrative expenses are incurred in the processing and servicing of new
subscriber accounts.

We currently sell a small portion of our services through independent
sales agents and the majority through our internal sales force. All salaries
and commissions associated with our in-house sales force are expensed as
incurred. All commissions paid to independent sales agents for procuring
subscribers are capitalized and amortized. We amortize these subscriber account
acquisition costs over the estimated economic life of subscriber accounts or 36
months, whichever is less.

We plan to continue to increase revenues by increasing the number of
independent sales agents that offer our voice messaging services, by increasing
the range of telecommunications services we offer to our customers, and by
acquiring companies in the voice messaging industry. After completing an
acquisition, we plan to convert the operations of the acquired company to
conform to our current business model, where economically feasible.

LIQUIDITY AND CAPITAL RESOURCES

We are currently meeting our operating requirements through cash provided from
continuing operations, but have ceased to make scheduled payments on equipment
leases and loans. As of March 31, 2002 we had $263,000 of cash on hand and no
additional borrowing facilities. Furthermore our EBITDA is continuing to
decline as customer attrition in our residential division continues to exceed
the level of new sales.

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Our working capital as at March 31, 2002 was negative $(5,857,000).
$(2,039,000) of this negative balance relates to the Westburg loan which is now
due for repayment on July 31, 2002, An additional $(1,507,000) of the negative
working capital balance is the result of reclassifying all of our equipment
loans and capital leases as current liabilities due to default acceleration
clauses contained within all documentation. In addition $364,000 has been
accrued in respect of costs related to the early repayment of these loans and
leases including unearned interest and sales and property taxes.

On June 30, 2000, we entered into a volume purchase agreement with Glenayre, a
stockholder of the Company. The volume purchase agreement provides that we must
purchase $2.5 million of messaging equipment from Glenayre by June 30, 2003
provided that Glenayre delivers a fully functioning Unified Messaging system
that meets certain defined operating standards, which they have so far failed
to do. As of March 31, 2002 we had purchased approximately $779,000 of
equipment towards satisfying this obligation. Glenayre has indicated that it
will waive the provisions of the Volume Purchase Agreement.

As a result of the difficult investment climate in the Telecommunications
sector the Company has been unable to raise additional cash resources through
the issue of debt or equity securities.

In March 2002 the Company sold its live telephone answering business to Signius
Corporation for $443,000 in cash to provide liquidity and working capital.

The Company has hired Santa Fe Capital Group to value each of the Companys
various operating businesses and to advise the Board on strategic alternatives.
It is likely that one or more major asset sales will be required in order to
provide adequate liquidity to enable the Company to repay its outstanding
debts. In conjunction with this appointment, the Company is continuing to
evaluate the recorded value of its intangible and other long-lived assets.

There can be no assurances that any asset sale will provide adequate liquidity
for the Company. If the Company is unsuccessful in selling assets, it will
affect the Companys ability to continue operations as a going concern.

Dispositions

Effective March 31, 2002, the Company sold its telephone answering service
in Indianapolis to Signius Corporation. Signius purchased the answering service
customers, accounts receivable, and equipment. The Company received $443,000 in
consideration, including $100,000 that was used to pay off a lease for
answering service equipment with Zions Credit Corporation. The sale was treated
as a cost recovery and no gain or loss was recognized.

Delisting from NASDAQ SmallCap Market

On March 7, 2002 the Nasdaq Stock Market Staff advised the Company that it
was not in compliance with several Nasdaq marketplace requirements for
continued listing on the Nasdaq SmallCap Market, including failure to comply
with the audit committee requirements, a failure to maintain the minimum
$2,000,000 net tangible asset requirement or the alternative minimum
stockholders equity requirement of $2,500,000.

The Company decided that had no realistic grounds upon which to appeal against
this determination and accordingly its common stock and warrants were delisted
from the Nasdaq SmallCap Market on March 15, 2002. Concurrently, the Companys
stock and warrants commenced trading on the over the counter bulletin board
market under the symbols MLNK.OB and MLNKW.PK respectively.

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Summary of Significant Accounting Policies

Intangible Assets Direct and incremental external costs associated with
the acquisition of subscriber accounts are capitalized. The Companys personnel
and related support costs incurred in support of acquiring and transitioning
subscriber accounts are expensed as incurred. Costs related to the sales and
marketing for subscriber accounts internally generated are expensed as
incurred. Through December 1997, all subscriber accounts were internally
generated and, accordingly, sales and marketing costs were expensed as
incurred. Beginning January 1998, the Companys Denver operation has acquired a
significant number of subscriber accounts through independent, third party
sales organizations and, accordingly, these direct and incremental costs have
been capitalized. All of the Companys operations, with the exception of
Denver, acquire subscriber accounts primarily through its own internal sales
resources. The costs of capitalized subscriber accounts acquired are amortized
on a straight-line basis over the lesser of 3 years or the estimated economic
life of the subscriber account.

Goodwill represents the excess of the purchase price over the value of net
assets/liabilities acquired in business acquisitions accounted for as a
purchase. Goodwill is amortized over 3-15 years on a straight-line basis.

Consulting and non-compete agreements are amortized on a straight-line
basis over the lives of the agreements.

Impairment of Long-Lived and Intangible Assets In the event that facts
and circumstances indicate that the cost of long-lived and intangible assets
may be impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows associated
with the asset would be compared to the assets carrying amount to determine if
a write-down to market value or discounted cash flow value is required.

Deferred Revenue and Revenue Recognition Revenues are recognized at the
time services are performed or products are delivered, net of refunds. Deferred
revenue primarily represents customer prepayments which are recognized as
revenue when earned.

Results of Operations

Quarter ended March 31, 2002 compared to quarter ended March 31, 2001.

The results for the quarter ended March 31, 2002 and March 31, 2001
include the results for all the acquisitions described above.

Net Revenues.Net revenues for the quarter ended March 31, 2002 were
$2,263,000 compared to $2,782,000 for the fiscal quarter ended March 31, 2001,
a decrease of $519,000 or 19%. The revenue from our residential business
declined by $325,000 or 12% due to the elimination of our residential sales
force in March 2001. The balance of the decline, $194,000 or 7%, is due to
customer attrition not being replaced by new sales in our B2B business.

Cost of Services and Products.Cost of services and products for the
fiscal quarter ended March 31, 2002 was $528,000 compared to $740,000 for the
fiscal quarter ended March 31, 2001, a decrease of $212,000 or 29%. $118,000 or
16%, of this decrease was due to a reduction in expenditure on pager hardware
as the volume of our new pager sales declined following the elimination of our
residential sales force in March of 2001. The remaining $94,000 or 13% is due
to telephony savings generated from our reduced level of customers in our B2B
business.

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Gross Profit Margin.Gross margin for the fiscal quarter ended March 31,
2002 was $1,735,000 compared to $2,042,000 for the fiscal quarter ended March
31, 2001, a decrease of $307,000 or 15% due to the factors described above.

Gross Profit Margin Percentage.The overall gross profit margin increased
from 73% for the three months ended March 31, 2001 to 77% for the three months
ended March 31, 2002. The increase resulted from the change in our business mix
as a result of the attrition of our residential customer base. Our gross profit
margin on automated business messaging services is higher than the gross profit
margin on residential pager sales and residential automated messaging services.

Sales and Advertising Expense.Sales and advertising expenses for the
three months ended March 31, 2002, were $201,000 compared to $922,000 for the
three months ended March 31, 2001, a decrease of $721,000 or 78%. The decrease
was due to the elimination of the centralized B2B telemarketing center in
January 2001 and the centralized residential telemarketing center in March
2001.

General and Administrative Expenses.General and administrative expenses
for the three months ended March 31, 2002, were $1,432,000 compared to
$3,173,000 for the three months ended March 31, 2001, a decrease of $1,741,000
or 55%. Of this decrease, $983,000 relates to a provision made in respect of
redundant office space at Hellyer following the termination of the centralized
B2B and residential telemarketing facilities in March 2001. The remaining
balance of the decrease is due to the elimination of personnel and expenses
related to the administration of these facilities and to decreased costs of
customer service and other sundry overheads.

Capitalized Offering Costs Written Off. In the quarter ended March 31,
2002 we recorded a $45,000 gain relating to deferred offering costs which had
previously been written off due to the receipt of a credit note from our
attorneys issued for legal fees incurred in respect of aborted equity raising.
In the quarter ended March 31, 2001 we wrote off $473,000 of deferred offering
costs because we were unable to complete a successful stock offering.

EBITDA  Earnings Before Interest, Tax, Depreciation, Amortization and
The Write-off/Write-back of Capitalized Offering Costs.EBITDA for the three
months ended March 31, 2002 was $102,000 compared to a loss of $(2,525,000) for
the three months ended March 31, 2001, an increase of $2,627,000. This
improvement was caused primarily by factors outlined above.

EBITDA reflects net income or loss plus depreciation, amortization and
interest expense, income taxes and other non-cash charges. EBITDA is a measure
used by analysts and investors as an indicator of operating cash flow because
it excludes the impact of movements in working capital items, non-cash charges
and financing costs. However, EBITDA is not a measure of financial performance
under generally accepted accounting principles and should not be considered a
substitute for other financial measures of performance.

Depreciation Expense.Depreciation expense for three months ended March
31, 2002, was $122,000 compared to $186,000 for the three months ended March
31, 2001, a decrease of $64,000 or 34%. This variance is due to the reduction
in the carrying value of certain fixed assets due to the estimated impairment
in their value recognized in fiscal 2001.

Amortization Expense.Amortization for the three months ended March 31,
2002, was $251,000 compared to $315,000 for the three months ended March 31,
2001, a decrease of $64,000 or 20%. The decrease was due to the reduction in
the carrying value of certain intangible assets due to the estimated impairment
in their value recognized in fiscal 2001.

Write down of intangible and other assets due to estimated impairment in
value.In the quarter ended March 31, 2002 we wrote off $31,000 related to a
note receivable from a former owner of a business purchased by us. The carrying
value of this note was written down to the estimated market value of the
underlying security for the loan  150,000 shares of common stock in

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the Company. In the quarter ended March 31, 2001 we wrote off $1,761,000
of goodwill to recognize the permanent impairment in the value of our
investment in One Touch Communications.

Income (Loss) from Operations.Loss from operations was $(256,000) for
the three months ended March 31, 2002, compared to a loss from operations of
$(4,787,000) for the three months ended March 31, 2001, an improvement in
income of $4,531,000 due to the factors described above.

Net Interest Expense.Net interest expense for the three months ended
March 31, 2002, was $459,000 compared to $173,000 for the three months ended
March 31, 2001, an increase of $286,000 or 166% due to an accrual for costs
related to the acceleration of loans and leases.

Provision for Income Taxes.The provision for income taxes for the three
months ended March 31, 2002 was $14,000 compared to $3,000 for the three months
ended March 31, 2001, an increase of $11,000 or 395%.

Net Income (Loss) and Comprehensive Income (Loss).We incurred a net loss
of $(730,000) for the three months ended March 31, 2002, compared to a net loss
of $(4,963,000) for the three months ended March 31, 2001, an improvement in
income of $4,234,000 due to the factors outlined above. The comprehensive loss
for the three months ended March 31, 2002 was $(730,000), the same as the net
loss. The comprehensive loss for the three months ended March 31, 2001 was
$(4,965,000) $2,000 greater than the net loss of $(4,963,000). The difference
of $2,000 was due to an increase in the unrealized losses on our portfolio of
marketable securities, which were held as available for sale investments.

Six Months ended March 31, 2002 compared to Six Months ended March 31, 2001.

The results for the six months ended March 31, 2002 and March 31, 2001
include the results for all the acquisitions described above.

Net Revenues.Net revenues for the six months ended March 31, 2002 were
$4,632,000 compared to $5,814,000 for the six months ended March 31, 2001, a
decrease of $1,182,000 or 20%. The revenue from our residential business
declined by $685,000 or 12% due to the elimination of our residential sales
force in March 2001. The balance of the decline, $497,000 or 8%, is due to
customer attrition not being replaced by new sales in our B2B business.

Cost of Services and Products.Cost of services and products for the six
months ended March 31, 2002 was $1,098,000 compared to $1,531,000 for the six
months ended March 31, 2001, a decrease of $433,000 or 28%. $250,000 or 16% of
this decrease was due to a reduction in expenditure on pager hardware as the
volume of our new pager sales declined following the elimination of our
residential sales force in March of 2001. The remaining $183,000 or 12% is due
to telephony savings generated from our reduced level of customers in our B2B
business.

Gross Profit Margin.Gross profit margin for the six months ended March
31, 2002 was $3,534,000 compared to $4,283,000 for the six months ended March
31, 2001, a decrease of $749,000 or 17% due to the factors described above.

Gross Profit Margin Percentage.The overall gross profit margin improved
from 74% for the six months ended March 31, 2001 to 76% for the six months
ended March 31, 2002. The increase resulted from the change in our business mix
as a result of the attrition of our residential customer base. Our gross profit
margin on automated business messaging services is higher than the gross profit
margin on residential pager sales and residential automated messaging services.

Sales and Advertising Expense.Sales and advertising expenses for the six
months ended March 31, 2002, were $371,000 compared to $1,738,000 for the six
months ended March 31, 2001, a

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decrease of $1,367,000 or 79%. %. The decrease
was due to the elimination of the centralized B2B telemarketing center in
January 2001 and the centralized residential telemarketing center in March
2001.

General and Administrative Expenses.General and administrative expenses
for the six months ended March 31, 2002, were $2,890,000 compared to $4,758,000
for the six months ended March 31, 2001, a decrease of $1,868,000 or 39%. Of
this decrease $983,000 relates to a provision made in respect of redundant
office space at Hellyer following the termination of the centralized B2B and
residential telemarketing facilities in March 2001. The remaining balance of
the decrease is due to the elimination of personnel and expenses related to the
administration of these facilities and to decreased costs of customer service
and other sundry overheads.

Capitalized Offering Costs Written Off. In the six months ended March 31,
2002 we recorded a $45,000 gain relating to deferred offering costs which had
previously been written off due to the receipt of a credit note from our
attorneys issued for legal fees incurred in respect of aborted equity raising.
In the six months ended March 31, 2001 we wrote off $473,000 of deferred
offering costs because we were unable to complete a successful stock offering.

EBITDA  Earnings Before Interest, Tax, Depreciation, Amortization and
The Write-off/Write-back of Capitalized Offering Costs.EBITDA for the six
months ended March 31, 2002 was $272,000 compared to a loss of $(2,686,000) for
the six months ended March 31, 2001, an increase in earnings of $2,958,000.
This improvement was caused primarily by the factors outlined above.

EBITDA reflects net income or loss plus depreciation, amortization and
interest expense, income taxes and other non-cash charges. EBITDA is a measure
used by analysts and investors as an indicator of operating cash flow because
it excludes the impact of movements in working capital items, non-cash charges
and financing costs. However, EBITDA is not a measure of financial performance
under generally accepted accounting principles and should not be considered a
substitute for other financial measures of performance.

Depreciation Expense.Depreciation expense for six months ended March 31,
2002, was $248,000 compared to $365,000 for the six months ended March 31,
2001, a decrease of $117,000 or 32%. This variance is due to the reduction in
the carrying value of certain fixed assets due to the estimated impairment in
their value recognized in fiscal 2001.

Amortization Expense.Amortization for the six months ended March 31,
2002, was $514,000 compared to $625,000 for the six months ended March 31,
2001, a decrease of $111,000 or 18%. The decrease was due to the reduction in
the carrying value of certain intangible assets due to the estimated impairment
in their value recognized in fiscal 2001.

Write down of intangible and other assets due to estimated impairment in
value.In the six months ended March 31, 2002 we wrote-down the carrying value
of certain of our intangible and other assets by $240,000. $189,000 of the
write off related to a note receivable from a former owner of a business
purchased by us. The carrying value of this note was written down to the
estimated market value of the underlying security for the loan  150,000
shares of common stock in the Company. The remaining $51,000 of the write off
relates to the carrying value of the subscriber accounts of the VoiceLink
Florida business. The future undiscounted cash flow associated with the
VoiceLink Florida business was estimated to be less than the carrying value of
its subscriber accounts. Accordingly, the value of VoiceLink Floridas
subscriber accounts was written down by a total of $51,000 to the value of
their estimated discounted future cash flow. Forecast future cash flows were
discounted at 35% to arrive at their estimated net present value to us. In the
six months ended March 31, 2001 we wrote off $1,761,000 of goodwill to
recognize the permanent impairment in value of our investment in One Touch
Communications.

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Income (Loss) from Operations.Loss from operations was $(685,000) for
the six months ended March 31, 2002, compared to a loss from operations of
$(5,437,000) for the six months ended March 31, 2001, an improvement in income
of $4,752,000 due to the factors described above.

Net Interest Expense.Net interest expense for the six months ended March
31, 2002, was $662,000 compared to $316,000 for the six months ended March 31,
2001, an increase of $301,000 or 95% due to an accrual for costs related to the
acceleration of loans and leases.

Provision for Income Taxes.The provision for income taxes for the six
months ended March 31, 2002 was $15,000 compared to $18,000 for the six months
ended March 31, 2001, a decrease of $3,000 or 16%.

Net Income (Loss) and Comprehensive Income (Loss).We incurred a net loss
of $(1,362,000) for the six months ended March 31, 2002, compared to a net loss
of $(5,771,000) for the six months ended March 31, 2001, an improvement in
income of $4,408,000 due to the factors outlined above. The comprehensive loss
for the six months ended March 31, 2001 was $(5,771,000), the same as the net
loss. The comprehensive profit for the six months ended March 31, 2002 was
$(1,362,000) the same as the net loss.

Cash Flow Information

For six months ended March 31, 2002 net cash used in operations was
approximately $(610,000) compared to $(1,270,000) for the six months ended
March 31, 2001. This variance of $660,000 arose due to an increase in profits
adjusted for non-cash items of $1,980,000 offset by payments of accrued
liabilities of $1,320,000.

Net cash generated from investing activities was $206,000 for the six
months ended March 31, 2002 compared to $344,000 generated in the prior year, a
decrease of $238,000. During the six months ended March 31, 2002, we received
$477,000 in cash proceeds in the sale of assets, including $443,000 in cash
proceeds from the sale of the answering service in Indianapolis. We also
purchased $245,000 of subscriber accounts and $26,000 fixed assets. During the
six months ended March 31, 2001, we sold $796,000 of marketable securities
largely to repay the Paine Webber margin facility and for working capital. We
also purchased $420,000 of subscriber accounts and $181,000 fixed assets.

Cash flow from financing activities was $217,000 for the six months ended
March 31, 2002 compared to $608,000 for the same period in the prior year. This
reduction of $291,000 was largely due to a reduction in net debt finance raised
in the current period as compared to the prior year.

Accounting Pronouncements

On June 30, 2001, the FASB approved the issuance of SFAS No. 141, Business
Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No.
141 states that all business combinations should be accounted for using the
purchase method of accounting; use of pooling-of-interest method is prohibited.
Accounting for the excess of the fair value of net assets over cost (negative
goodwill), will be allocated to certain assets first with any remaining excess
recognized as an extraordinary gain. SFAS No. 141 is effective for business
combinations completed after June 30, 2001. SFAS No. 142 addresses the
accounting for all purchased intangible assets but not the accounting for
internally developed intangible assets. Goodwill will no longer be amortized
and will be reviewed for impairment in accordance with SFAS No. 142. Goodwill
will be tested annually and on an interim basis if an event or circumstance
occurs between the annual tests that might reduce the fair value of the
reporting unit below its carrying value. SFAS No 142 is effective for fiscal
years beginning after December 31, 2001, with early adoption permitted under
certain circumstances. Goodwill and intangible assets acquired in a transaction
completed after June 30, 2001 but before SFAS No. 142 is initially applied will
be accounted for in accordance with SFAS No. 142. The Company does not believe that the adoption of the statement will have a material effect on its
financial position, results of operations, or cash flows.

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In June 2001, the FASB approved for issuance SFAS 143 Asset Retirement
Obligations. SFAS 143 establishes accounting requirements for retirement
obligations associated with tangible long-lived assets, including (1) the
timing of the liability recognition, (2) initial measurement of the liability,
(3) allocation of asset retirement cost to expense, (4) subsequent measurement
of the liability and (5) financial statement disclosures. SFAS 143 requires
that an asset retirement cost should be capitalized as part of the cost of the
related long-lived asset and subsequently allocated to expense using a
systematic and rational method. The statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
does not believe that the adoption of the statement will have a material effect
on its financial position, results of operations, or cash flows.

In October 2001, the FASB also approved SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 replaces SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of. The new accounting model for long-lived assets to be disposed
of by sale applies to all long-lived assets, including discontinued operations,
and replaces the provisions of APB Opinion No. 30, Reporting Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, for
the disposal of segments of a business. Statement 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value
less cost to sell, whether reported in continuing operations or in discontinued
operations. Therefore, discontinued operations will no longer be measured at
net realizable value or include amounts for operating losses that have not yet
occurred. Statement 144 also broadens the reporting of discontinued operations
to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. The provisions of
Statement 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001 and, generally, are to be applied
prospectively. At this time, the Company cannot estimate the effect of this
statement on its financial position, results of operations, or cash flows.

Effects of Inflation

Although we cannot accurately anticipate the effect of inflation on our
operations, we do not believe that inflation has had, or is likely in the
future to have, a material effect on our operating results or financial
condition.

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PART II OTHER INFORMATION




Item 1. Legal Proceedings

On February 12, 2002 we received notification of a lawsuit that had been
filed on December 21, 2001 under the terms of the Workers Adjustment and
Retraining Notification Act (WARN). The lawsuit alleges that a number of
former employees of our Indianapolis business had their employment terminated
in early 2001 in contravention of the terms of WARN. For an employer to be
subject to the provisions of the WARN Act, more than 50 full-time employees
must be terminated. In this case less than 50 full-time employees were
terminated. As a result we do not believe that we have any exposure under the
lawsuit, except to continued costs of the legal process. We expect a resolution
of this matter within the next few months.




Item 2. Changes in Securities.



| |                                        
| | ---------------------------------------
| | Recent Sales of Unregistered Securities



| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In December 2001, we issued 60,000 shares of our restricted
common stock with a market value of $21,000 to Leopard
Communications, Inc. in exchange for marketing advisory services.
We issued the shares in reliance upon the exemption from
registration provided by Section 4(2) of the 1933 Act. No
underwriters were engaged in connection with such issuances.



| |                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | In January 2002, we issued 39,925 shares of common stock under
the terms of our stock option plan. The stock options were
exercised at 1.7 cents per share.



| |                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In April 2002, we issued 400,000 shares of common stock with a
market value $16,000 as consideration for the purchase from Telcom
Sales Associates, Inc. of the assets of its Sales Agency Business
in Denver, Colorado



| |                                
| | -------------------------------
| | Expiration of Series A Warrants



| |                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In November 1998 we issued 114,720 Series A warrants to
purchase shares of common stock at an exercise price of $4.17 per
share in connection with a private placement. The original
expiration date of the Warrants was May 14, 2001, but was
subsequently extended to December 31, 2001. Effective December 31,
2001 all 114,720 Series A warrants expired without exercise.



| |                                
| | -------------------------------
| | Expiration of Series C Warrants



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In
connection with the initial public offering in May 1999, we issued 1,380,000
Series C warrants. Two C warrants were exercisable to purchase one
share of common stock for an exercise price of $9.00 per share during
the three years ended May 14, 2002, subject to the Companys
redemption rights. Effective May 14, 2001 all 1,380,000 Series C
warrants expired without exercise.




Item 3. Defaults upon Senior Securities



| |      
| | -----
| | None.

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Item 4. Submission of Matters to Vote of Security Holders



| |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 27, 2002 we held our Annual Meeting of Shareholders.
Our shareholders (i) elected Shawn B. Stickle to serve as a
director until 2005, and (ii) ratified the appointment of Hein +
Associates LLP as our independent auditors. R. Brad Stillahn and
Nigel V. Alexander were not up for election. Nigel V. Alexander
will continue as a director, R. Brad Stillahn resigned from the
board as of May 1, 2002 (See Note 10).



| |                                               
| | ----------------------------------------------
| | 1. Election of Shawn B. Stickle as a director.

|          |  |               |   |             |  |  |        | 
|--------- |  | ------------- | - | ----------- |  |  | ------ | 
|VOTES FOR |  | VOTES AGAINST |   | ABSTENTIONS
|          |  |               |   |            
|3,793,926 |  |               |  |             |  |  | 33,082 | 



| |                                                        
| | -------------------------------------------------------
| | 2. Ratification of Appointment of Hein + Associates LLP

|          |  |               |       |             |  |  |        | 
|--------- |  | ------------- | ----- | ----------- |  |  | ------ | 
|VOTES FOR |  | VOTES AGAINST |       | ABSTENTIONS
|          |  |               |       |            
|3,797,992 |  |               | 4,623 |             |  |  | 24,393 | 




Item 5. Other Information.



| |     
| | ----
| | None




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

a.     Exhibits.



| |     
| | ----
| | None

b.     Reports on Form 8-K.



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 19, 2002, we filed a Form 8-K to report the restructuring
our loan facility with Westburg Media Capital LLP and the disposal
of our live telephone answering service in Indianapolis to Signius
Corporation.

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SIGNATURES

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

|                   |  |                                                 
|------------------ |  | ------------------------------------------------
|                   |  | MULTI-LINK TELECOMMUNICATIONS, INC,
(Registrant)
|                  
|Date: May 17, 2002 |  | /s/ Nigel V. Alexander                          
|                   |  | Nigel V. Alexander,
Chief Executive Officer.    
|                  
|Date: May 17, 2002 |  | /s/ Shawn B. Stickle                            
|                   |  | Shawn B. Stickle,
President                     
|                  
|Date: May 17, 2002 |  | /s/ David J. C. Cutler                          
|                   |  | David J.C. Cutler,
Chief Financial Officer.     

21