<PAGE>

                     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 DECEMBER 31, 2001

                                       OR

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

                        Commission file number 0 - 26013

                      MULTI-LINK TELECOMMUNICATIONS, INC.

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

        (Exact name of small business issuer as specified in its charter)

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

                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:

<Table>
<Caption>
          CLASS                                OUTSTANDING FEBRUARY 13, 2001
--------------------------                     -----------------------------
<S>                                            <C>
COMMON STOCK, NO PAR VALUE                            4,447,010 SHARES
</Table>

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

<PAGE>



                                      INDEX

MULTI-LINK TELECOMMUNICATIONS, INC. AND SUBSIDIARIES


PART I - FINANCIAL INFORMATION

<Table>
<Caption>
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                                       PAGE
<S>                                                                             <C>
Consolidated Balance Sheet December 31, 2001.                                      3

Consolidated Statements of Operations and Comprehensive Income -                   4
Three Months Ended December 31, 2001 and 2000.

Consolidated Statement of Cash Flows - Three Months ended December 31,             5
2001 and 2000.

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                                               17
Item 2.           Changes in Securities and Use of Proceeds.                      17
Item 3.           Defaults on Senior Securities                                   17
Item 4.           Submission of Matters to a Vote of Security Holders             17
Item 5.           Other Information                                               17
Item 6.           Exhibits and Reports on Form 8-K.                               17
</Table>


                                       2
<PAGE>


PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS

                       MULTI-LINK TELECOMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                                  DECEMBER 31,
                                                                                                      2001
                                                                                                  ------------
<S>                                                                                               <C>
ASSETS

CURRENT ASSETS
                Cash & Cash Equivalents                                                           $    173,374
                Accounts Receivable, net of allowance for doubtful accounts of $188,448                698,405
                Tax Receivable                                                                          13,167
                Inventory                                                                               32,632
                Prepaid Expenses                                                                       147,956

                                                                                                  ------------
                                Total Current Assets                                                 1,065,534


PROPERTY & EQUIPMENT NET                                                                             4,183,948

OTHER ASSETS
                Prepaid Equipment                                                                       43,039
                Deferred Costs and Other                                                               103,493
                Intangible Assets, net of amortization and impairment of $5,251,262                  1,693,639

                                                                                                  ------------
TOTAL ASSETS                                                                                      $  7,089,653
                                                                                                  ============

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
                Accounts Payable                                                                  $    616,335
                Accrued Expenses                                                                       691,861
                Accrued Lease Expenses                                                                  96,844
                Customer Deposits                                                                       78,130
                Deferred Revenue                                                                       248,134
                Notes Payable and Current Portion of Long -Term Debt                                 3,814,821

                                                                                                  ------------
                                Total Current Liabilities                                            5,546,125

LONG-TERM DEBT, NET OF CURRENT PORTION                                                               1,301,906
ACCRUED LEASE EXPENSES, NET OF CURRENT PORTION                                                         721,991

STOCKHOLDERS' EQUITY
                Preferred Stock, $.01 par value: 5,000,000 shares authorized: none issued
                Common Stock no par value: 20,000,000 shares authorized, 4,447,010
                shares issued and outstanding                                                       12,549,259

                Note Receivable                                                                        (44,000)

                Accumulated Deficit                                                                (12,985,628)


                                                                                                  ------------
                                Total Stockholders' Equity                                            (480,369)

                                                                                                  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                        $  7,089,653
                                                                                                  ============
</Table>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       3
<PAGE>


                       MULTI-LINK TELECOMMUNICATIONS, INC.
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   (UNAUDITED)


<Table>
<Caption>
                                                                                    THREE MONTHS ENDED
                                                                              DECEMBER 31,      DECEMBER 31,
                                                                                  2001              2000
                                                                              ------------      ------------
<S>                                                                           <C>               <C>
NET REVENUES                                                                  $  2,369,560      $  3,031,847

COST OF SERVICES AND PRODUCTS                                                      570,556           790,747
                                                                              ------------      ------------
GROSS MARGIN                                                                     1,799,004         2,241,100


EXPENSES
            Sales & Advertising Expenses                                           192,995           816,644
            General & Administrative Expenses                                    1,441,919         1,585,741
            Write down of intangible and other assets due to estimated
            impairment in value                                                    209,071                --
            Depreciation                                                           126,496           179,065
            Amortization                                                           263,811           309,440
                                                                              ------------      ------------
                     Total Expenses                                              2,234,292         2,890,890

LOSS FROM OPERATIONS                                                              (435,288)         (649,790)

INTEREST INCOME (EXPENSE) NET AND OTHER                                           (196,538)         (142,585)

                                                                              ------------      ------------
LOSS BEFORE INCOME TAXES                                                          (631,826)         (792,375)

PROVISION FOR INCOME TAXES                                                          (1,275)          (15,151)

                                                                              ------------      ------------
NET LOSS                                                                      $   (633,101)     $   (807,526)

UNREALIZED PROFIT ON INVESTMENTS AVAILABLE FOR SALE                                     --             1,758
                                                                              ------------      ------------
COMPREHENSIVE LOSS                                                            $   (633,101)     $   (805,768)
                                                                              ============      ============

NET LOSS PER COMMON SHARE
              Basic                                                           $      (0.14)     $      (0.20)
              Diluted                                                         $      (0.14)     $      (0.20)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
              Basic                                                              4,404,619         4,084,861
              Diluted                                                            4,404,619         4,084,861
</Table>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       4
<PAGE>


                       MULTI-LINK TELECOMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                               THREE MONTHS ENDED
                                                                         DECEMBER 31,      DECEMBER 31
                                                                             2001              2000
                                                                         ------------      ------------
<S>                                                                      <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES

NET LOSS                                                                 $   (633,101)     $   (807,526)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES
         Depreciation and Amortization                                        390,307           488,505
         Write Off of Intangible and Other Assets due to Estimated            209,072                 0
         Impairment in Value
         Amortization of Debt Discount and Issuance Costs                       4,821             4,543
         Issue of Stock for Services                                           21,000                 0
         Loss on Disposal Fixed                                                28,861                 0
         Assets
         Bad Debt Expense                                                     (31,175)          190,632

CHANGES IN OPERATING ASSETS & LIABILITIES
         (Increase)/Decrease in Accounts Receivable                           108,559          (264,606)
         (Increase)/Decrease in Inventory                                       1,070            (7,807)
         (Increase)/Decrease in Prepayments                                   (32,569)           55,534
         Increase/(Decrease) in Accounts Payable                             (250,640)         (374,929)
         Increase/(Decrease in Accrued Expenses                               (18,438)           54,292
         Increase/(Decrease) in Deferred Revenue                               20,709            (1,224)
                                                                         ------------      ------------
NET CASH USED IN OPERATING ACTIVITIES                                        (181,524)         (662,586)

CASH FLOW FROM INVESTING ACTIVITIES
         Purchase of Subscriber Accounts                                      (65,568)          (37,162)
         Purchase of Fixed Assets                                             (11,003)         (112,926)
         Advance on Note Receivable                                                 0            (9,452)
         (Purchase)/Sale of Marketable Securities                                   0            (3,627)
         Proceeds from sale of fixed assets                                    19,300                 0
         Deferred Equity Costs                                                      0           (22,241)
         Purchase of Amerivoice Subscriber Base                                     0           (75,000)
                                                                         ------------      ------------
                  Total Cash Flow used in Investing Activities                (57,271)         (260,408)

CASH FLOW FROM FINANCING ACTIVITIES
         Proceeds from Issue of Stock Options                                       0               151
         Advances under Notes Payable                                         220,911           946,597
         Payments of Notes Payable                                           (257,857)         (186,905)
         Customer Deposits                                                       (302)           (5,565)
                                                                         ------------      ------------
                  Total Cash Flow provided by Financing Activities            (37,248)          754,278

INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS                               (276,043)         (168,716)

Cash and Cash Equivalents at the beginning of the period                      449,417           661,713
                                                                         ------------      ------------
Cash and Cash Equivalents at the end of the period                       $    173,374      $    492,997
                                                                         ============      ============

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

Cash paid for interest                                                   $    178,106      $    123,807
                                                                         ------------      ------------
Cash paid for taxes                                                      $        525      $     35,500
                                                                         ------------      ------------
Unrealized profit on marketable securities                               $          0      $      1,758
                                                                         ------------      ------------
Fixed assets purchased through debt                                      $     75,000      $          0
                                                                         ------------      ------------
Fixed assets purchased through prepaid equipment costs                   $          0      $    643,179
                                                                         ------------      ------------
</Table>

        SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       5
<PAGE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1            BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of
Multi-Link Telecommunications, Inc. (`the Company') have been prepared in
accordance with accounting principles generally accepted in the United States of
America 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-month period ended December 31, 2001 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 consolidated
financial statements and related notes contained in our latest Form 10-KSB that
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. The Company
reported significant losses in fiscal 2001 ($10,505,739), further losses in the
three months ended December 31, 2001 ($633,101) and has negative working capital
of $4,480,591 as at that date. $2,077,000 of this negative balance relates to a
loan from Westburg Media Capital LLP (`the Westburg loan') which is not due for
repayment until October 2003, but which has been classified as a short-term
liability as the Company breached certain financial covenants relating to the
loan in fiscal 2001 and the three months to December 31, 2001 and no formal
waiver has been issued by Westburg in respect of these breaches. An additional
$473,000 of the negative working capital balance is the result of reclassifying
the long-term portion of certain loans and capital leases as a current liability
due to non-compliance with the cross default provisions within these agreements
arising from the default on the Westburg loan.

    Since April 1, 2001 the Company has generated positive earnings before
interest, tax, depreciation and amortization (`EBITDA'). However, the Company's
level of EBITDA is declining as customer attrition continues to exceed the level
of new sales. Consequently the current cash and cash generated from operations
will be insufficient to meet presently scheduled debt repayments or to
substantially reduce other liabilities in the next twelve months.

    A major lender (Westburg) has also formally notified the Company that it is
in default on $2,077,000 of debt, as a result of debt covenant violations in the
six months ended March 31, 2001 and for the three months ended December 31,
2001. While Westburg has not called this note, it has also not waived these debt
covenant violations.

    Certain loans and capital leases have cross default provisions as part of
their terms. As a result of the Westburg loan default, the Company was not in
compliance with these cross default provisions and the lenders have the right to
call these obligations in default. Even though these lenders have not declared a
default, the entire balance of these obligations has been classified as a
current liability.

    The Company is taking several different actions to address these matters.
These actions include asset sales, operating costs reductions, proposals to
lenders for reduced principal payments, negotiating with Westburg to amend the
financial covenants on their loan or to waive breaches on their existing
covenants and attempting additional capital and debt raising activities.

    There can be no assurances that any of these initiatives will provide
adequate liquidity for the Company. If the Company is unsuccessful in these
matters, it will affect the Company's ability to


                                       6
<PAGE>


continue operations as a going concern. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

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


                                       7
<PAGE>


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 are yet to be finalized but should be approximately
$102,000. The final acquisition price is contingent upon the successful
completed transfer of telephony from Amerivoice, which is currently in progress.
Annual revenues from these customers are expected to be 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 are expected to be 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 has yet to be finalized but
is expected to be approximately $232,000, part of which has been paid through
the issue of 60,000 shares of restricted common stock. The final 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 is 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 December 31, 2001 the balance of principal, interest and costs totaled
$441,000.

    As at December 31, 2001 the market value of the security for the loan was
estimated at $44,000. Consequently the Company has made a provision of $397,000
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.

    Subsequent to December 31, 2001 the market value of the underlying security
for the note receivable has continued to decline and a further provision against
the carrying value of the note receivable will be required in fiscal 2002 (see
note 10).

    The Company intends to sell the underlying security in the near term.

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


                                       8
<PAGE>


fund part of these contracted purchases, Glenayre retained $800,000 of the
proceeds from the issuance of the stock in an escrow account. As at December 31,
2001 Glenayre owned 364,439 shares of common stock representing approximately 8%
of the outstanding common stock of the Company.

    As at December 31, 2001, the Company has purchased $763,000 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 December 31, 2001, the Company's outstanding obligation to
purchase equipment from Glenayre was approximately $1,737,000.In its current
financial position the Company would be unable to satisfy this obligation and
would need to attempt to negotiate an amendment to the 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 December 31, 2001 the
value of this software purchased with this stock has been recorded at the market
value of the stock at December 31, 2001 - $55,000. Subsequent to December 31,
2001 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.  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.

NOTE 8.  NOTES PAYABLE

         As of December 31, 2001, the Company was current on its obligations to
all lenders but was not in compliance with debt covenants on its revolving
working capital loan from Westburg. Westburg has issued no formal waiver in
respect of these breaches and consequently the entire balance of the loan has
been classified as current liability although the loan is not repayable in full
until October 2003. An additional $473,000 of certain loans and capital leases
have been reclassified from long-term liabilities to current liabilities due to
non-compliance with the cross default provisions within these agreements arising
from the default on the Westburg loan.

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 December 31, 2001 the Company had drawn
$221,000 on this facility secured by $440,000 of residential customer
receivables and pays interest at approximately 2.5% per month.

NOTE 9.  STOCKHOLDERS' EQUITY

         On December 4, 2001, 60,000 shares of common stock were issued for
$21,000 in respect of marketing services provided to the Company.


                                       9
<PAGE>


NOTE 10. SUBSEQUENT EVENTS

         As at December 31, 2001 the Company's share price was $0.44. Since that
date the Company's share price has fallen to approximately $0.14 cents. Unless
the Company's share price recovers, as a consequence of this decline in its
share price the Company will need to reduce the carrying value of certain of its
fixed assets (see note 6) and a note receivable (see Note 4) by a further
$82,500 in the fiscal quarter ended March 31, 2002.

         On February 12, 2002 the Company 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') against one of its
subsidiary companies, Hellyer Communications Services, Inc (`Hellyer'). The
lawsuit alleges that a number of former employees of Hellyer had their
employment terminated effective March 9, 2001 in contravention of the terms of
WARN. At this point the Company has not had the opportunity to evaluate the
lawsuit or to quantify the extent of any costs or potential liability relating
to the lawsuit.

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, advanced integrated voice
and fax messaging, and live answering services 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.

    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:

    o basic automated voice mail services

    o call routing services

    o live operator answering services

    o automated messaging services that integrate voice and fax messages

    Beyond these core messaging services, provided we can obtain the necessary
financial resources, we expect to expand our product line in 2002 with voice
activated service access and unified messaging. "Unified messaging" is an
electronic mailbox that can gather and store messages from home, office, and
mobile devices. It can store voice messages, fax messages and Internet based
e-mail messages. The mailbox can then replay these stored messages to different
electronic devices including land line telephones, mobile phones and other
mobile devices, computers and fax machines.


                                       10
<PAGE>



    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:

    o pagers and paging services

    o mobile telephones and mobile telephone services

    o local dial tone services

    o long distance telephone service

    o 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 sales
agents and our internal sales force 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.

    Since making substantial cost reductions in March 2001 we have generated
positive EBITDA from our operating activities. However, the level of our EBITDA
is declining as customer attrition continues to exceed the level of our new
sales. Consequently we believe that current cash and cash generated from
operations will be insufficient to meet our presently scheduled debt repayments
over the next 12 months. We are taking several different actions to address the
shortfall. These actions include proposed asset sales, operating cost
reductions, proposals to lenders for reduced principal repayment schedules and
additional capital and debt raising activities. Although there can be no
assurance that any of these initiatives will provide us with adequate liquidity,
we believe that a combination of these initiatives will likely allow us to
continue to develop our business over the coming 12 months.

ACQUISITIONS

    On November 17, 1999, we acquired substantially all of the business and
assets and certain liabilities of Hellyer Communications, Inc., a provider of
basic voice messaging services in Indianapolis, Detroit and Chicago. The
acquisition was accounted for as a purchase and as a result, our financial
statements include the revenues and expenses of Hellyer since the date of
acquisition.


                                       11
<PAGE>


    On January 6, 2000, we acquired substantially all of the business and assets
and certain liabilities of One Touch Communications, Inc., a provider of voice
messaging services in Raleigh, North Carolina. The acquisition was accounted for
as a purchase and as a result, our financial statements include the revenues and
expenses of One Touch since the date of acquisition.

    On March 31, 2000, we acquired all of the outstanding capital stock of
VoiceLink, Inc., a provider of advanced voice messaging services to businesses
in Atlanta, Georgia. The acquisition was accounted for as a pooling of interests
and as a result, the results of the VoiceLink business have been consolidated
with ours, as if the two businesses had been merged throughout the periods
presented. One of the assets of VoiceLink was 50% of the outstanding capital
stock of VoiceLink of Florida, Inc.

    On May 1, 2000, we acquired the remaining 50% of the outstanding capital
stock of VoiceLink of Florida, Inc., a provider of advanced voice messaging
services to businesses in Ft. Lauderdale, Florida. The equity income (loss) of
VoiceLink of Florida, Inc. was not significant to us and has been included in
interest income (expense), net within the consolidated statements of operation
and comprehensive income. The acquisition of the remaining 50% of the capital
stock of VoiceLink of Florida, Inc. was accounted for as a purchase and as a
result, the results of VoiceLink of Florida, Inc. have been included with ours,
effective May 1, 2000.

    On July 31, 2000, we entered into an agreement to acquire the Chicago base
of residential voicemail customers of Amerivoice, Inc. Amerivoice transferred
approximately 4,540 subscribers to us in November 2000. Total acquisition costs
are yet to be finalized but should be approximately $102,000. The final
acquisition price is contingent upon the successful completed transfer of
telephony from Amerivoice, which is currently in progress. Annual revenues from
these customers are expected to be approximately $180,000.

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

    Effective March 1, 2001 we 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. We 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 us. The purchase price has yet to be finalized but is expected to
be approximately $232,000, part of which has been paid through the issue of
60,000 shares of restricted common stock. The final acquisition price is
contingent upon the successful completed transfer of telephony from Amerivoice,
which is currently in progress.

    Once we have established a presence in any local market, we plan to make
further acquisitions of basic voice messaging subscriber bases. In all cases, we
will transfer the acquired customers to our Glenayre messaging systems and close
the offices of the acquired business. To date we have completed three of these
acquisitions.

RESULTS OF OPERATIONS

QUARTER ENDED DECEMBER 31, 2001 COMPARED TO QUARTER ENDED DECEMBER 31, 2000.

         The results for the quarter ended December 31, 2001 include the results
for all the acquisitions described above for the periods stated.

         NET REVENUES. Net revenues for the quarter ended December 31, 2001 were
$2,370,000 compared to $3,032,000 for the fiscal quarter ended December 31,
2000, a decrease of $662,000 or 22%. The revenue from our residential business
declined by $459,000 or 15% due to the elimination of our residential sales
force in March of 2001. The balance of the decline, $203,000 or 7%, arose from
our B2B business where customer attrition was not offset by new sales.

         COST OF SERVICES AND PRODUCTS. Cost of services and products for the
fiscal quarter ended December 31, 2001 was $571,000, compared to $791,000 for
the fiscal quarter ended December 31, 2000, a decrease of $220,000 or 28%.
$121,000 or 15% of the decline relates to reduced residential pager costs
following the elimination of our residential sales force in March of 2001 and
the remaining $99,000 or 13% arose from telephony savings generated from the
reduced level of our revenue.

         GROSS PROFIT MARGIN. Gross margin for the fiscal quarter ended December
31, 2001 was $1,799,000 compared to $2,241,000 for the fiscal quarter ended
December 31, 2000, a decrease of $442,000 or 20% due to the factors described
above.


                                       12
<PAGE>


         GROSS PROFIT MARGIN PERCENTAGE. The overall gross profit margin
increased to 76% for the three months ended December 31, 2001 from the 74% for
the three months ended December 31, 2000. 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 December 31, 2001, were $193,000 compared to $817,000 for the
three months ended December 31, 2000, a decrease of $624,000 or 76%. 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 December 31, 2001, were $1,442,000 compared
to $1,586,000 for the three months ended December 31, 2000, a decrease of
$143,000 or 10%. This decrease was attributable primarily to the reduction of
overhead costs due to the elimination of the centralized B2B telemarketing
center in January 2001 and the centralized residential telemarketing center in
March 2001.

         EBITDA - EARNINGS BEFORE INTEREST, TAX, DEPRECIATION, AND AMORTIZATION.
EBITDA, before write offs, for the three months ended December 31, 2001 was
earnings of $164,000 compared to a loss of $(161,000) for the three months ended
December 31, 2000, an increase of $325,000. This increase was due primarily to
the factors detailed 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.

         WRITE DOWN OF INTANGIBLE AND OTHER ASSETS DUE TO ESTIMATED IMPAIRMENT
IN VALUE. During the three months ended December 31, 2001, we wrote down the
carrying value of certain of our intangible and other assets by $209,000. There
were no such write-offs in the three months ended December 31, 2001. $158,000 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.

         DEPRECIATION EXPENSE. Depreciation expense for three months ended
December 31, 2001, was $126,000 compared to $179,000 for the three months ended
December 31, 2000, a decrease of $53,000 or 29%. 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 December
31, 2001, was $264,000 compared to $309,000 for the three months ended December
31, 2000, a decrease of $45,000 or 15%. 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.

         LOSS FROM OPERATIONS. Loss from operations was $(435,000) for the three
months ended December 31, 2001, compared to loss from operations of $(650,000)
for the three months ended December 31, 2000, a decrease in loss of $215,000 or
33% due to the factors described above.


                                       13
<PAGE>


         NET INTEREST EXPENSE. Net interest expense for the three months ended
December 31, 2001, was $196,000 compared to $143,000 for the three months ended
December 31, 2000, an increase of $53,000 or 37% due to higher levels of
borrowing during the year resulting from expenditures on acquisitions and fixed
assets during fiscal 2001.

         PROVISION FOR INCOME TAXES. The provision for income taxes for the
three months ended December 31, 2001 was $1,000 compared to $15,000 for the
three months ended December 31, 2000, a decrease of $14,000 or 92% as the prior
year expense relates to adjustments to our tax liabilities in the Raleigh and
Indianapolis markets not required in the current year.

         NET LOSS AND COMPREHENSIVE LOSS. We incurred a net loss of $(633,000)
for the three months ended December 31, 2001, compared to a net loss of
($808,000) for the three months ended December 31, 2000, a decrease in loss of
$175,000 due to the factors outlined above. The comprehensive loss for the three
months ended December 31, 2000 was $(806,000), $2,000 less than the net loss of
$(808,000). The difference of $2,000 relates to the transition from unrealized
losses to unrealized profits on our portfolio of marketable securities, which
are held as available for sale investments. The comprehensive loss for the three
months ended December 31, 2001 was $(633,000), the same as the net loss

CASH FLOW INFORMATION

    For the three months ended December 31, 2001 net cash used in operations was
approximately $(182,000) compared to $(663,000) for the three months ended
December 31, 2000. This positive variance of $481,000 arose due to a reduction
in losses adjusted for non-cash items of $114,000 together with a reduction of
$367,000 in funds tied up in operating assets and liabilities.

    Net cash used in investing activities was $(57,000), $203,000 less than the
$(260,000) used in the same quarter in the prior year. This variance arose
largely because in the quarter to December 31, 2000 we invested more in fixed
assets ($102,000) than in the current quarter, made an initial payment of
$75,000 on the acquisition of the Amerivoice subscriber base and incurred
$22,000 on deferred equity costs.

    Cash flow used in financing activities was $(37,000) for the three months
ended December 31, 2001 compared to $754,000 generated from financing activities
for the same quarter in the prior year. This reduction of $791,000 was due to a
reduction in net debt finance raised in the current period as compared to the
same quarter in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

    We are currently meeting our capital and operating requirements through cash
provided from continuing operations, a $2,077,000 million term loan provided by
Westburg and various long-term equipment-leasing facilities. As of December 31,
2001 we had $173,000 of cash on hand and no additional borrowing facilities. Our
working capital as at December 31, 2001 was negative $(4,481,000). $(2,077,000)
of this negative balance relates to the Westburg loan which is not due for
repayment until October 2003, but which has been classified as a short-term
liability as we breached certain of the financial covenants relating to the loan
in fiscal 2001 and the three months ended December 31, 2001 and no formal waiver
has been issued by Westburg in respect of these breaches. An additional
$(473,000) of the negative working capital balance is the result of
reclassifying the long-term portion of certain loans and capital leases as a
current liability due to non-compliance with the cross default provisions within
these agreements arising from the default on the Westburg loan.

    As of December 31, 2001 we were current on our payment obligations to all
lenders. However, we were not in compliance with the financial covenants on our
$2,077,000 million term loan from Westburg, which has a maturity date of October
2003. These breaches arose in the six months to March 31, 2001 and the three
months to December 31, 2001. As no waiver has been issued by


                                       14
<PAGE>


Westburg with respect to these covenant defaults, our borrowings with Westburg
have been reclassified from long-term to short term. Westburg has not notified
us of any action that would accelerate the loan at this time although we can
give no assurance regarding any action Westburg may take in the future.

    Certain of our loans and capital leases have cross default provisions as
part of their terms. As a result of the Westburg loan default, we are not in
compliance with these cross default provisions and the lenders have the right to
call these obligations in default. Even though these lenders have not declared a
default, the entire balance of these obligations has been classified as a
current liability.

    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 December 31, 2001 we had purchased approximately $763,000 of equipment
towards satisfying this obligation. Assuming that Glenayre does deliver a system
that meets the specifications in the volume purchase agreement, our ability to
satisfy our purchase obligations will depend upon the future availability of
additional debt and equity capital. In our current financial position we would
be unable to satisfy this obligation and would need to attempt to negotiate an
amendment to the agreement.

    Since making substantial cost reductions in March 2001 we have generated
positive EBITDA. However, the level of our EBITDA is declining as customer
attrition continues to exceed the level of our new sales. Consequently
management believes that current cash and cash generated from operations will be
insufficient to meet presently scheduled debt repayments over the next 12
months. Management is taking several different actions to address the shortfall.
These actions include proposed asset sales, operating cost reductions, proposals
to lenders for reduced principal repayment schedules and additional capital and
debt raising activities. Although there can be no assurance that any of these
initiatives will provide us with adequate liquidity, we believe that a
combination of these initiatives will likely allow us to continue to develop our
business over the coming 12 months.

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.

    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


                                       15
<PAGE>


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.

SUBSEQUENT EVENTS

    In January 2002 we received formal notification from Nasdaq that we were not
in compliance with the listing requirements of the Nasdaq SmallCap Market.

    To be eligible for continued listing of our common stock on the Nasdaq
SmallCap Market we must meet certain criteria, including (i) maintaining an
audit committee of not less than two independent directors, (ii) maintaining a
market capitalization of $35 million, stockholder's equity of $2.5 million, or
annual net income of $500,000, and (iii) maintaining a minimum bid price of
$1.00 per share of common stock.

    Our audit committee currently consists of only one member, and thus we are
out of compliance with Nasdaq's audit committee composition requirements. In
addition, we were not in compliance with Nasdaq's market capitalization,
stockholder's equity, or net annual income requirements during the past fiscal
year. Nasdaq could initiate delisting procedures for our failure to meet these
listing qualifications at any time. In order to meet the market capitalization
criteria, our market capitalization would need to be greater than or equal to
$35 million for ten consecutive business days.

    The price of our common stock has been below $1.00 per share since October
24, 2001. If our price is not at or above $1.00 for ten consecutive business
days by April 22, 2002, Nasdaq could initiate delisting procedures based on our
failure to meet the minimum bid price, even if we came into compliance with the
other listing qualifications referred to above.

    We have outlined to Nasdaq our proposals to attempt to return to compliance
with the minimum listing requirements of the Nasdaq SmallCap Market. As yet we
have received no response from Nasdaq to our reply.


                                       16
<PAGE>


         Termination of our listing on the Nasdaq SmallCap Market may result in
trading in our stock being moved to the non-Nasdaq over-the-counter market in
what are commonly referred to as the OTC Bulletin Board and the "pink sheets."
As a result investors may find it more difficult to dispose of or to obtain
accurate quotations as to the market value of our stock or warrants.

         As at December 31, 2001 our share price was $0.44. Since that date our
share price has fallen to approximately $0.14 cents. Unless our share price
recovers, as a consequence of this decline in our share price we will need to
reduce the carrying value of certain of our fixed assets (see note 6) and a note
receivable (see Note 4) by a further $82,500 in the fiscal quarter ended March
31, 2002.

         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') against one of our subsidiary companies,
Hellyer Communications Services, Inc. (`Hellyer'). The lawsuit alleges that a
number of former employees of Hellyer had their employment terminated effective
March 9, 2001 in contravention of the terms of WARN. At this point we have not
had the opportunity to evaluate the lawsuit or to quantify the extent of any
costs or potential liability relating to the lawsuit.

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') against one of our subsidiary companies,
Hellyer Communications Services, Inc. (`Hellyer'). The lawsuit alleges that a
number of former employees of Hellyer had their employment terminated effective
March 9, 2001 in contravention of the terms of WARN. At this point we have not
had the opportunity to evaluate the lawsuit or to quantify the extent of any
costs or potential liability relating to the lawsuit.

ITEM 2.  CHANGES IN SECURITIES.

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION.

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      a. EXHIBITS.

         None

      b. REPORTS ON FORM 8-K.

                  None


                                       17
<PAGE>


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: FEBRUARY 13, 2002             /s/  NIGEL V. ALEXANDER
                                    --------------------------------------------
                                         NIGEL V. ALEXANDER,
                                         CHIEF EXECUTIVE OFFICER



DATE: FEBRUARY 13, 2002             /s/  SHAWN B. STICKLE
                                    --------------------------------------------
                                         SHAWN B. STICKLE,
                                         PRESIDENT



DATE: FEBRUARY 13, 2002             /s/  DAVID J. C. CUTLER
                                    --------------------------------------------
                                         DAVID J.C. CUTLER,
                                         CHIEF FINANCIAL OFFICER