<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

For the three months ended September 30, 2002

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

For the transition period from __________, 19____, to __________, 19____.

                         Commission File Number 0-26857

                        Hugo International Telecom, Inc.
                        --------------------------------
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<S>                                      <C>
           Delaware                                     98-0226479
           --------                                     ----------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 Incorporation or Organization)
</TABLE>


            6 Waterside Drive, Langley Business Park, Langley Slough
                        Berkshire SL3 6EZ, United Kingdom
                        ---------------------------------
                    (Address of Principal Executive Offices)

                               011-44-1753-542-828
                               -------------------
              (Registrant's Telephone Number, Including Area Code)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                             X    YES          NO
                           ------       ------

There were - 20,557,306 shares of the Registrant's $.0001 par value common stock
outstanding as of September 30, 2002.

Transitional Small Business Format (check one)  Yes         NO     X
                                                    -----        -----
<PAGE>
                                   FORM 10-QSB
                HUGO INTERNATIONAL TELECOM, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                   <C>                                                              <C>
PART I.               FINANCIAL INFORMATION

    Item 1.           Consolidated Financial Statements.....................            F-1

    Item 2.           Management's Discussion and Analysis of Financial
                         Condition and Results of Operations................            4

    Item 3.           Controls and Procedures...............................            11

PART II.              OTHER INFORMATION

    Item 5            Other Information.....................................            13

    Item 6            Exhibits and Reports on Form 8-K......................            13

Signatures            ......................................................            14
</TABLE>


                                      -2-
<PAGE>
                         PART I - FINANCIAL INFORMATION

The unaudited financial statements of Hugo International Telecom, Inc. and its
subsidiaries, Hugo International Limited ("Hugo UK") and Hugo International
(Ireland) Ltd. ("Hugo Ireland" and collectively, the "Company" and sometimes as
"we", "us" or "Hugo"), as at and for the period ending September 30, 2002 were
prepared by management and commence on the following page. In the opinion of
management the financial statements fairly present the financial condition of
the Company.


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                        HUGO INTERNATIONAL TELECOM, INC.
                                AND SUBSIDIARIES

                                      Index

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
Consolidated Balance Sheet as of September 30, 2002 (Unaudited)                     F-1

Consolidated Statements of Operations for the Three and Nine Months
    Ended September 30, 2002 and 2001 (Unaudited)                                   F-2

Consolidated Statements of Comprehensive Loss for the Three and
    Nine Months Ended September 30, 2002 and 2001 (Unaudited)                       F-3

Consolidated Statements of Cash Flows for the Nine Months Ended
    September 30, 2002 and 2001 (Unaudited)                                         F-4

Notes to Consolidated Financial Statements                                          F-6
</TABLE>


                                      -3-
<PAGE>
                        HUGO INTERNATIONAL TELECOM, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheet
                               September 30, 2002
                                   (Unaudited)


<TABLE>
<S>                                                                                  <C>
                                     ASSETS

Current assets:
    Cash                                                                             $   310,723
    Accounts receivable, net of allowance for doubtful accounts of $265,163              771,728
    Inventory                                                                            130,663
    Due from affiliates                                                                  142,751
    Prepaid expenses and other current assets                                            118,989
                                                                                     -----------
                Total current assets                                                   1,474,854
Property and equipment, net                                                              136,291
Other assets:
    Customer lists, net                                                                  124,724
    Other assets                                                                          24,329
                                                                                     -----------
                Total other assets                                                       149,053
                                                                                     -----------
                                                                                     $ 1,760,198
                                                                                     ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
    Due to factor                                                                    $   178,821
    Accounts payable                                                                     682,118
    Current maturities of capital lease obligations                                        6,193
    Due to director                                                                       29,403
    Loan payable                                                                         224,393
    Accrued expenses                                                                     578,580
    Deferred revenue                                                                     127,254
    Liabilities subject to compromise                                                  2,272,942
                                                                                     -----------
                Total current liabilities                                              4,099,704
Capital lease obligations                                                                 11,796
Commitments and contingencies
Stockholders' deficiency:
    Preferred stock, par value - $.0001:
        Authorized - 600,000 shares
        Issued and outstanding - 0 shares                                                     --
    Series A convertible preferred stock, par value - $.0001:
        Authorized - 400,000 shares
        Issued and outstanding - 90,000 shares
        Liquidation value of $450,000                                                          9
    Common stock, par value - $.0001:
        Authorized - 50,000,000 shares

        Issued and outstanding - 20,557,306 shares                                         2,056
    Additional paid-in capital                                                         2,207,133
    Accumulated other comprehensive loss                                                (135,152)
    Accumulated deficit                                                               (4,425,348)
                                                                                     -----------
                Total stockholders' deficiency                                        (2,351,302)
                                                                                     -----------
                                                                                     $ 1,760,198
                                                                                     ===========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      F-1
<PAGE>
                        HUGO INTERNATIONAL TELECOM, INC.
                                AND SUBSIDIARIES
                      Consolidated Statements of Operations
         For the Three and Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended                       Nine Months Ended
                                                                  September 30,                             September 30,
                                                            -------------------------                 ------------------------
                                                            2002                 2001                 2002                 2001
                                                            ----                 ----                 ----                 ----
<S>                                                     <C>                  <C>                  <C>                  <C>
Revenue                                                 $    641,041         $    621,414         $  2,486,112         $  3,282,768

Cost of revenue                                              363,278              440,287            1,482,309            2,165,949
                                                        ------------         ------------         ------------         ------------

Gross profit                                                 277,763              181,127            1,003,803            1,116,819

Selling, general and administrative expenses                 608,244              792,239            1,550,825            2,160,379

Impairment of goodwill                                            --              381,180                   --              381,180
                                                        ------------         ------------         ------------         ------------

Operating loss                                              (330,481)            (992,292)            (547,022)          (1,424,740)

Interest expense                                               9,510               26,187               27,046               82,116
                                                        ------------         ------------         ------------         ------------

Loss before cumulative effect of a change in
    accounting principle                                    (339,991)          (1,018,479)            (574,068)          (1,506,856)

Cumulative effect on prior year (to December 31,
    2001) of goodwill impairment                                  --                   --             (139,593)                  --
                                                        ------------         ------------         ------------         ------------

Net loss                                                $   (339,991)        $ (1,018,479)        $   (713,661)        $ (1,506,856)
                                                        ============         ============         ============         ============


Basic and diluted net loss per share:
    Loss before cumulative effect of a change
        in accounting principle                         $       (.02)        $       (.05)        $       (.03)        $       (.07)
    Cumulative effect on prior year (to
        December 31, 2001) of goodwill
        impairment                                                --                   --                   --                   --
                                                        ------------         ------------         ------------         ------------

    Net loss                                            $       (.02)        $       (.05)        $       (.03)        $       (.07)
                                                        ============         ============         ============         ============


Weighted average number of common shares
    used in loss per share computation                    20,557,306           20,557,306           20,557,306           20,525,453
                                                        ============         ============         ============         ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


                                       F-2
<PAGE>
                        HUGO INTERNATIONAL TELECOM, INC.
                                AND SUBSIDIARIES
                  Consolidated Statements of Comprehensive Loss
         For the Three and Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          Three Months Ended                   Nine Months Ended
                                                             September 30,                        September 30,
                                                       -----------------------               ----------------------
                                                       2002               2001               2002              2001
                                                       ----               ----               ----              ----
<S>                                                 <C>               <C>                 <C>               <C>
Net loss                                            $(339,991)        $(1,018,479)        $(713,661)        $(1,506,856)

Other comprehensive income (loss):

    Foreign currency translation adjustments          (69,542)              4,172          (201,786)             15,044
                                                    ---------         -----------         ---------         -----------

Comprehensive loss                                  $(409,533)        $(1,014,307)        $(915,447)        $(1,491,812)
                                                    =========         ===========         =========         ===========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

                                      F-3
<PAGE>
                        HUGO INTERNATIONAL TELECOM, INC.
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              2002               2001
                                                                              ----               ----
<S>                                                                        <C>               <C>
Cash flows from operating activities:
    Net loss                                                               $(713,661)        $(1,506,856)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation and amortization                                         49,503             150,719
        Loss on disposal of fixed assets                                       9,021                  --
        Goodwill impairment                                                  139,593             381,180
        Write-off of due from affiliate                                      140,208                  --
        Change in assets and liabilities:
           Accounts receivable                                                45,842             531,593
           Income tax refund                                                      --              (3,077)
           Inventory                                                         (18,179)            (80,653)
           Due from affiliates                                              (129,533)                 --
           Prepaid expenses and other current assets                         (65,457)                 --
           Other assets                                                          468              39,301
           Accounts payable                                                 (268,662)             93,098
           Accrued expenses                                                  257,281              92,415
           Deferred revenue                                                   80,412              (8,779)
           Payments to administrator for liabilities subject
              to compromise                                                  (35,261)                 --
                                                                           ---------         -----------
                Net cash used in operating activities                       (508,425)           (311,059)
                                                                           ---------         -----------

Cash flows from investing activities:
    Acquisition of property and equipment                                     (2,853)             (4,868)
    Acquisition of Hugo International (Ireland) Ltd., net of cash
        acquired                                                                  --              28,871
                                                                           ---------         -----------
                Net cash provided by (used in) investing activities           (2,853)             24,003
                                                                           ---------         -----------

Cash flows from financing activities:
    Decrease in bank overdraft                                                    --            (268,233)
    Proceeds from factor, net                                                178,821                  --
    Payments of capital lease obligations                                     (4,040)            (37,149)
    Net borrowings on stockholder advances                                        --             273,731
    Proceeds from loan payable                                               224,393                  --
    Payments on borrowings                                                        --            (182,030)
    Proceeds from issuance of preferred stock                                     --             450,000
    Capital contribution                                                     139,044                  --
    Payment on subscription receivable                                            --               1,541
                                                                           ---------         -----------
                Net cash provided by financing activities                    538,218             237,860
                                                                           ---------         -----------

Effect of exchange rates on cash                                              12,436               8,777
                                                                           ---------         -----------

Net increase (decrease) in cash                                               39,376             (40,419)

Cash, beginning of year                                                      271,347              58,642
                                                                           ---------         -----------

Cash, end of period                                                        $ 310,723         $    18,223
                                                                           =========         ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


                                      F-4
<PAGE>
                        HUGO INTERNATIONAL TELECOM, INC.
                                AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Concluded)
              For the Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)




                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
                                           2002             2001
                                           ----             ----
<S>                                     <C>               <C>
Cash paid during the period for:

    Interest                            $   27,046        $ 82,446
                                        ==========        ========
</TABLE>


               SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES


During the nine months ended September 30, 2001, the Company entered into
capital leases for equipment with a fair market value of $54,204.

During the nine months ended September 30, 2001, the Company issued 25,356
shares of common stock in satisfaction of a note payable in the amount of
$19,018.

During the nine months ended September 30, 2001, the Company acquired Hugo
International (Ireland) Ltd., a wholly-owned subsidiary for common stock valued
at $191,700.


SEE NOTES TO FINANCIAL STATEMENTS.


                                      F-5
<PAGE>
                       HUGO INTERNATIONAL TELECOM, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
            For the Nine Months Ended September 30, 2002 and 2001
                                 (Unaudited)

1.       CONSOLIDATED FINANCIAL STATEMENTS

         Hugo International Telecom, Inc. ("we", the "Company" or "Hugo") is a
holding company which, through its operating subsidiaries, Hugo International
Limited ("Hugo UK") and Hugo International (Ireland) Ltd. ("Hugo Ireland"),
supplies cellular telephone, radio and wireless data communications solutions to
business customers primarily in the British Isles who seek to improve their
customer service levels and control their communications costs.

         In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair presentation of (a) the results of
operations and comprehensive loss for the three and nine months ended September
30, 2002 and 2001 (unaudited), (b) the financial position at September 30, 2002
(unaudited), and (c) cash flows for the nine month periods ended September 30,
2002 and 2001 (unaudited), have been made.

         The unaudited consolidated financial statements and notes are presented
as permitted by Form 10-QSB. Accordingly, certain information and note
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted. The accompanying consolidated financial statements
and notes should be read in conjunction with the audited consolidated financial
statements and notes of the Company for the fiscal year ended December 31, 2001.
The results of operations for the nine month period ended September 30, 2002
(unaudited) are not necessarily indicative of those to be expected for the
entire year.

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141"), and Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. SFAS 142 requires that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead be tested for impairment at
least annually in accordance with the provisions of SFAS 142. SFAS 142 also
requires that intangible assets with definite useful lives be amortized over
their respective estimated useful lives to their estimated residual value and
reviewed for impairment in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("SFAS 144"). Goodwill and intangible
assets acquired in business combinations completed before July 1, 2001 were
amortized through the end of 2001. Beginning January 1, 2002, in accordance with
SFAS 142, the Company is no longer recording amortization expense related to
goodwill.


                                      F-6
<PAGE>
                       HUGO INTERNATIONAL TELECOM, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
            For the Nine Months Ended September 30, 2002 and 2001
                                 (Unaudited)

         The Company adopted the provisions of SFAS 141 immediately and adopted
SFAS 142 effective January 1, 2002.

         In connection with the adoption of SFAS 142, the Company performed a
transitional goodwill impairment test as required to determine if a goodwill
impairment existed at January 1, 2002. The Company completed its review during
the quarter ended June 30, 2002 and recorded a charge to operations of
approximately $140,000 as of January 1, 2002 for the cumulative effect of the
change in accounting principle. Additionally, management has evaluated the
Company's intangible assets and determined that the Company has no indefinite
useful life intangibles. Management has also evaluated the remaining useful
lives of the Company's intangible assets that will continue to be amortized and
has determined that no revision to the useful lives will be required.

         As of September 30, 2002, the Company has no unamortized goodwill.
Unamortized identifiable intangible assets consists of customer lists in the
amount of approximately $125,000. Amortization expense related to goodwill was
zero in 2002 and $24,000 and $69,000 for the three and nine months ended
September 30, 2001. Customer list amortization was $9,000 and $27,000 for the
three and nine months ended, respectively, in both 2002 and 2001. Excluding
amortization expense related to goodwill of $24,000 and $69,000 for the three
and nine months ended September 30, 2001, respectively, net loss for those
periods would have been approximately $994,000 and $1,438,000, respectively.
Basic and diluted net loss per share would have remained unchanged at $.05 and
$.07 for the three and nine months ended September 30, 2001, respectively.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS 144 requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable and is measured by a
comparison of the carrying amount of an asset to undiscounted future net cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future undiscounted cash flows, an impairment charge is
recognized for the amount by which the carrying amount of the asset exceeds the
fair value of the asset. SFAS 144 requires companies to separately report
discontinued operations and extends that reporting to a component of an entity
that either has been disposed of (by sales, abandonment or in a distribution to
owners) or is classified as held for sale. Assets to be disclosed are reported
at the lower of the carrying amount or fair value less costs to sell. The
Company adopted SFAS 144 on January 1, 2002. The provisions of this statement
for assets held for sale or other disposal generally are required to be applied
prospectively after the adoption date to newly initiated disposal activities
and, therefore, will depend on future actions initiated by management. As a
result, we cannot determine the potential effects that adoption of SFAS 144 will
have on our consolidated financial statements with respect to future disposal
decisions, if any.


                                      F-7
<PAGE>
                       HUGO INTERNATIONAL TELECOM, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
            For the Nine Months Ended September 30, 2002 and 2001
                                 (Unaudited)

2.       EARNINGS/(LOSS) PER SHARE

         The Company calculates basic and diluted earnings/(loss) per share as
required by Statement of Financial Accounting Standards No. 128, "Earnings Per
Share." Basic earnings/(loss) per share excludes any dilutive effect of stock
options, warrants and convertible securities.

3.       BANKRUPTCY

         As a result of the statutory demand by one of the Company's suppliers,
on October 12, 2001, an order of administration was entered against Hugo UK, an
operating subsidiary, under United Kingdom bankruptcy laws. The order provides
Hugo UK protection from its creditors and appointed administrators to aid Hugo
UK in its day-to-day operations. The effects of this on the Company's operations
are uncertain; however, operations have proceeded normally to date.

         The consolidated financial statements have been presented in accordance
with the American Institute of Certified Public Accountants Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization under
Bankruptcy Code," and have been prepared in accordance with accounting
principles generally accepted in the United States of America applicable to a
going concern, which principles, except as otherwise disclosed, assume that
assets will be realized and liabilities will be discharged in the ordinary
course of business. As a result of the order of administration under the United
Kingdom bankruptcy laws and circumstances relating to this event, including the
Company's debt structure, default on all pre-petition debt, negative cash flows,
recurring losses and current economic conditions, such realization of assets and
liquidation of liabilities are subject to significant uncertainty. While under
the protection of the United Kingdom bankruptcy laws, the Company may sell or
otherwise dispose of assets, and liquidate or settle liabilities, for amounts
other than those reflected in the consolidated financial statements.
Additionally, the amounts reported on the consolidated balance sheet could
materially change because of changes in business strategies and the effects of
any proposed plan of reorganization.

         The Company's ability to continue as a going concern is dependent upon,
among other things, confirmation of a plan of reorganization, future profitable
operations, the ability to obtain a debtor-in-possession financing facility and
the ability to generate sufficient cash from operations and financing
arrangements to meet obligations.


                                      F-8
<PAGE>
                       HUGO INTERNATIONAL TELECOM, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
            For the Nine Months Ended September 30, 2002 and 2001
                                 (Unaudited)

         Unsecured liabilities as of the Petition Date (October 12, 2001) are
subject to compromise or other treatment under a plan of reorganization which
must be confirmed by the United Kingdom Bankruptcy Court after submission to any
required vote by affected parties. For financial reporting purposes, those
liabilities and obligations whose treatment and satisfaction are dependent on
the outcome of the administrative proceeding have been segregated and classified
as liabilities subject to compromise on the consolidated balance sheet.
Generally, all actions to enforce or otherwise effect repayment of pre-petition
liabilities as well as all pending litigation against debtors are stayed while
the debtors continue their business operations as debtors-in-possession.
Unaudited schedules have been filed by the debtors with the United Kingdom
Bankruptcy Court setting forth the assets and liabilities of the debtors as of
the Petition Date as reflected in the debtors' accounting records.

         The principal categories of obligations classified as liabilities
subject to compromise are identified below. The amounts below in total may vary
significantly from the stated amount of proofs of claim that will be filed with
the United Kingdom Bankruptcy Court and may be subject to future adjustment
depending on United Kingdom Bankruptcy Court action, further developments with
respect to potential disputed claims, determination as to the value of any
collateral securing claims, or other events.

<TABLE>
<S>                                             <C>
         Payroll and other taxes payable        $   233,610
         7.25% secured note payable                 148,038
         Trade accounts payable                     777,899
         Principal stockholder debt                 233,676
         Related party debt                         866,577
         Other payable                               48,403
                                                -----------
                                                  2,308,203
         Payments made to administrator             (35,261)
                                                -----------
                                                $ 2,272,942
                                                ===========
</TABLE>

         On July 12, 2002, the creditor's committee approved, by a majority
vote, a Company Voluntary Arrangement ("CVA"). The CVA requires Hugo UK to make
a monthly contribution of no less than L7,500 (approximately $12,000) toward a
total of L150,000 (approximately $234,000) by July 2003. This amount has been
guaranteed by Hugo International Telecom, Inc. As of September 30, 2002,
Hugo UK has paid approximately $35,000 to the administrator. Although the
ultimate amount of and settlement terms for the liabilities are subject to a
final plan of reorganization, the administrator has estimated the distribution,
before costs, to be approximately L.21 per L1.00 to the unsecured creditors.


                                      F-9
<PAGE>
                       HUGO INTERNATIONAL TELECOM, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
            For the Nine Months Ended September 30, 2002 and 2001
                                 (Unaudited)

4.       PROPOSED MERGER WITH WORLDLINK TECHNOLOGIES, INC.

         In May 2002, the Company entered into a preliminary agreement for a
proposed merger with Worldlink Technologies, Inc. ("Worldlink"). Under the
agreement, the Company would have acquired 100% of the issued and outstanding
shares of Worldlink's common stock in exchange for approximately 69% of the
Company's currently outstanding shares. On November 6, 2002, the Company
withdrew from the proposed merger agreement with Worldlink and the preliminary
agreement was terminated. During the three months ended September 30, 2002, the
Company was advanced approximately $224,000 by Worldlink, which is due on demand
and collateralized by a pledge of all the shares of common stock owned by David
Foden, the Company's Chairman and Chief Executive Officer.

5.        DUE TO FACTOR

         In August 2002, Hugo UK signed a financing agreement with a commercial
factor for a maximum L200,000 line of credit (approximately $312,000 at
September 30, 2002). The borrowings are based on a percentage of eligible
accounts receivable. Under the terms of the agreement, Hugo UK pays interest at
2.5% above the base rate (6.5% at September 30, 2002). Borrowings under the line
are secured by the related accounts receivable and are also guaranteed by the
Company and two of its affiliates, Hugo Globecom Limited and Tradecom
Telecommunications Limited. In addition, two of the Company's Directors have
each guaranteed up to L50,000 of this indebtedness.

6.        Employment Agreement

         In July 2002, the Company entered into an employment agreement with
David Foden, the Company's Chairman and Chief Executive Officer of the Company.
The agreement provides for a base salary of L132,000 (approximately $206,000 at
September 30, 2002) and an annual incentive bonus based on the Company's
attainment of earnings. The agreement also contains provisions whereby if Mr.
Foden is terminated by the Company, or resigns his position, he will be entitled
to a $6,000,000 lump sum payment. The agreement expires on June 30, 2005 and is
automatically renewed for six month terms unless terminated by either party.



                                      F-10
<PAGE>
                       HUGO INTERNATIONAL TELECOM, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
            For the Nine Months Ended September 30, 2002 and 2001
                                 (Unaudited)


7.       SEGMENT INFORMATION

         The Company classifies its operations into five reportable segments
based on market sectors. These sectors are used by management to make operating
decisions and performance assessments. The revenue, cost of revenue and gross
profit of these segments are as follows:

<TABLE>
<CAPTION>
                                      Nine Months Ended
                                         September 30,
                                   -------------------------
                                   2002                 2001
                                   ----                 ----
                                (Unaudited)          (Unaudited)
<S>                             <C>                  <C>
Revenue:
     Exports                     $  713,310          $  617,277
     Basic products               1,527,452           1,168,947
     Ongoing revenue                150,095           1,265,780
     Telecommunications                  --             103,937
     Solution providers              95,255             126,827
                                 ----------          ----------

                                 $2,486,112          $3,282,768
                                 ==========          ==========
Cost of revenue:
     Exports                     $  547,465          $  518,512
     Basic products                 877,338             806,547
     Ongoing revenue                    792             687,823
     Telecommunications                  --              64,960
     Solution providers              56,714              88,107
                                 ----------          ----------

                                 $1,482,309          $2,165,949
                                 ==========          ==========

Gross profit:
     Exports                     $  165,845          $   98,765
     Basic products                 650,114             362,400
     Ongoing revenue                149,303             577,957
     Telecommunications                  --              38,977
     Solution providers              38,541              38,720
                                 ----------          ----------
                                 $1,003,803          $1,116,819
                                 ==========          ==========
</TABLE>

                  Management has not included net income (loss), total assets,
depreciation expense and interest expense by segment due to the fact that they
do not use these amounts as a basis for their operating decisions.


                                      F-11
<PAGE>
                       HUGO INTERNATIONAL TELECOM, INC.
                               AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
            For the Nine Months Ended September 30, 2002 and 2001
                                 (Unaudited)

           Products and services revenue by segment are as follows:

<TABLE>
<CAPTION>
                                                        Nine Months Ended September 30, 2002
                                                 -------------------------------------------------
                                                                     (Unaudited)

                                                 Products              Services              Total
                                                 --------              --------              -----
<S>                                             <C>                   <C>                   <C>
Revenue:
     Exports                                    $  713,310            $       --            $  713,310
     Basic products                              1,219,481               307,971             1,527,452
     Ongoing revenue                                    --               150,095               150,095
     Telecommunications                                 --                    --                    --
     Solution providers                             95,255                    --                95,255
                                                ----------            ----------            ----------
                                                $2,028,046            $  458,066            $2,486,112
                                                ==========            ==========            ==========
</TABLE>

<TABLE>
<CAPTION>
                                                         Nine Months Ended September 30, 2001
                                                 ---------------------------------------------------
                                                                     (Unaudited)

                                                 Products              Services                Total
                                                 --------              --------                -----
<S>                                             <C>                   <C>                   <C>
Revenue:
     Exports                                    $  617,277            $       --            $  617,277
     Basic products                                892,122               276,825             1,168,947
     Ongoing revenue                                    --             1,265,780             1,265,780
     Telecommunications                            102,586                 1,351               103,937
     Solution providers                            126,827                    --               126,827
                                                ----------            ----------            ----------
                                                $1,738,812            $1,543,956            $3,282,768
                                                ==========            ==========            ==========
</TABLE>


                                      F-12
<PAGE>
'ITEM 2. -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The information contained in this Item 2, Management's Discussion and Analysis
or Plan of Operation, contains "forward looking statements" within the meaning
of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended. Actual results may materially differ from
those projected in the forward-looking statements as a result of certain risks
and uncertainties set forth in this report. Although management believes that
the assumptions made and expectations reflected in the forward looking
statements are reasonable, there is no assurance that the underlying assumptions
will, in fact, prove to be correct or that actual future results will not be
different from the expectations expressed in this report.

Hugo, through its subsidiaries, Hugo UK and Hugo Ireland, is a provider of radio
and data communications solutions with telephone airtime access to business
customers and government agencies primarily in the United Kingdom and the
Republic of Ireland. Our expertise and broad range of distribution of various
mobile and data communications equipment and technology, allows us to be a
single source provider of mobile and data communications, network design,
equipment sales, installation and systems integration, consulting and
maintenance to business and government agencies.

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our audited consolidated financial statements for the fiscal year ended
December 31, 2001 and notes thereto.

OVERVIEW

EXCHANGE RATES

The business of Hugo International Limited is predominantly conducted in British
Pound Sterling and therefore the effect of the movements in exchange rates can
have a significant effect on the results as reported. The exchange rate for the
nine months ended September 30, 2002 was Pound Sterling 1 = $1.4805 for the
income statement and Pound Sterling 1 = $1.5614 for the balance sheet. The
exchange rate for the nine months ended September 30, 2001 was Pound Sterling 1
= $1.43878 for the income statement and Pound Sterling 1 = $1.4752 for the
balance sheet. This should be considered while analyzing the results. The
exchange rate of the Euro, which is utilized in the business of Hugo Ireland
Limited, from the date of acquisition of Hugo Ireland on July 1, 2001 to
September 30, 2002 was not significant.


                                       -4-
<PAGE>
MARKET SEGMENTS

During the past three fiscal years we have concentrated on positioning Hugo to
exploit each of the following main areas of business:

<TABLE>
<CAPTION>
 AREA NUMBER         DESCRIPTION               2002                   2001           % CHANGE 2002 TO 2001
 -----------         -----------               ----                   ----           ---------------------
<S>             <C>                         <C>                    <C>               <C>
      1         Exports                     $  713,310             $  617,277                +16%
----------------------------------------------------------------------------------------------------------
      2         Basic Products              $1,527,452             $1,168,947                +31%
----------------------------------------------------------------------------------------------------------
      3         On-Going Revenue            $  150,095             $1,265,780                -88%
----------------------------------------------------------------------------------------------------------
      4         Telecom                     $        0             $  103,937               -100%
----------------------------------------------------------------------------------------------------------
      5         Solution Providers          $   95,255             $  126,827                -25%
----------------------------------------------------------------------------------------------------------
                                            $2,486,112             $3,282,768                -24%
                TOTAL
----------------------------------------------------------------------------------------------------------
</TABLE>



AREA 1 - EXPORTS

We have been selling Motorola products and vehicle tracking systems in Africa
over the past two years. Vehicle tracking systems have also been available to
the rest of the world. Sales for 2002 remain at 16% above those recorded for
2001 and our significant sales in 2002 have been to BP/Amoco for $443,728, the
Ghana Port Authority for $99,345 and the Algerian Government for $28,712.

AREA 2 - BASIC PRODUCTS

In addition to Motorola, we sell products from a number of other manufacturers
including both Kenwood and Tait in the United Kingdom and the Republic of
Ireland. These markets are highly competitive and there are a number of
suppliers in the market place. We are continuing to generate significant sales
in shopping mall communications and security systems. Our main customer in this
sector is the large international retailer, Marks and Spencer, with sales for
the nine months ended September 30, 2002 of $588,371. We are also expanding our
hire radio portfolio and this has generated sales of $98,837 for the nine months
ended September 30, 2002. During the second quarter we also had a significant
new customer, the City of Westminster, which accounted for sales of $153,000 as
part of their anti-crime initiative. Other successes include Dowling Blunt for
$26,620 and Honda UK for $7,152. We have re-negotiated our annual Marks and
Spencer maintenance contract at an increased annual rate, from $173,000 per
annum to $332,000 per annum beginning July 1, 2002. We will continue to develop
our maintenance contracts to all customers during the remainder of 2002. The
sales for Hugo Ireland are part of this category and for the nine months ended
September 30, 2002 these were $208,425. This


                                      -5-
<PAGE>
remains an important sector to the group as it provides much of the "heart beat"
business for the company.

AREA 3 - ONGOING REVENUE

We also seek to secure repetitive income streams. These income streams drive
from providing airtime contracts. However since the demise of Dolphin Telecom on
July 27, 2001, which was our largest airtime provider, our revenue in this
segment of our business has been significantly reduced. Currently we have
airtime agreements with other providers, such as British Telecom and O2,
pursuant to which we add customers to their GSM networks. For this we receive
commissions on both connections and also ongoing airtime instead of recognizing
the gross revenue from providing connection and airtime, as was the case with
the Dolphin contract. This has significantly lowered our fixed and variable
costs therefore improving both gross margin percentage and operating profits. As
a result of these changes our sales for the nine months ended September 30, 2002
were $150,095 a reduction of 88% as compared to 2001.

AREA 4 - TELECOMMUNICATIONS SOLUTIONS

General economic conditions in the UK have reduced demand for these types of
projects, which require significant capital commitments and therefore, we have
not been actively seeking new projects as we still do not see a significant
opportunity in this previously moderately successful area of our business. We
will take any opportunities in this area if they form part of an overall
integrated solution, however we have had no sales for the nine months ended
September 30, 2002.

AREA 5 - SOLUTION PROVIDERS

Total sales in this area were $95,255 for the nine months ended September 30,
2002, a reduction of $31,572 for the comparable period in 2001. Significant
sales in 2002 are to Easypics for $72,160. We believe that this area has great
potential for the future as new products are being developed in the industry
that will enable us to expand our potential customer base and compete more
effectively with an enhanced product portfolio.

RESULTS OF OPERATIONS  - NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

REVENUES

Revenues for the nine months ended September 30, 2002 were $2,486,112 as
compared to $3,282,768 for the nine months ended September 30, 2001, a decrease
of $796,656, or 24.3%.


                                     -6-
<PAGE>
This decrease is primarily due to the decrease in on-going revenue of
$1,115,685, from $1,265,780 to $150,095 as a result of the change in our
relationship with our airtime providers to a commission basis, a decrease in
telecom segment sales of $103,937, and a decrease in the sales of solution
providers segment of $31,572. Export and basic product segment sales have
increased by $96,033 and $358,505, respectively. The contributory factors are
outlined above. Total revenues for products and services were $2,028,046 and
$458,066, respectively, for the nine months ended September 30, 2002 as compared
to $1,738,812 and $1,543,956, respectively, for the nine months ended September
30, 2001. Included in sales for the nine months ended September 30, 2002 are
sales of $208,425 by Hugo Ireland, compared to $31,626 for the third quarter of
2001. Hugo Ireland was acquired on July 1, 2001.

COST OF REVENUES

Cost of revenues for the nine months ended September 30, 2002 was $1,482,309, or
59.6% of revenues, as compared to $2,165,949, or 66.0% of revenues, for the nine
months ended September 30, 2001. The reduction in cost of revenues generally
corresponded with our reduced revenues.

GROSS PROFIT

Gross profit decreased by $113,016 for the nine months ended September 30, 2002
compared to prior year. However, the Company's gross profit, as a percentage of
revenue increased to 40.4% of revenues from 34.0% for the comparable period in
2001. The increase in gross profit percentage is a combination of the decreases
in on-going revenues with lower gross profit, a continued aggressive approach to
procurement brought about by the Administration and CVA process in the UK, and
the deployment of a senior member of staff to both evaluate and enhance our
procurement processes.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administration expenses amounted to $1,550,825, or 62.4% of
revenues, in the nine months to September 30, 2002 as compared to $2,165,949, or
66.0% of revenues, for the comparable period in 2001. Hugo UK's selling, general
and administration expenses were $1,081,256 in 2002 as compared to $1,825,540 in
2001. This decrease is a direct result of cost reductions and includes a
decrease in salaries of $422,908, selling expenses of $98,118 and financial
costs of $90,954. Hugo Ireland's selling, general and administrative expenses
were $93,017 in 2002 as compared to $23,947 in 2001 as a result of its
acquisition in July of 2001. Hugo International Telecom Inc.'s selling, general
and administrative expenses were $468,386 in 2002 as compared to $310,892 in
2001. The increase includes a write off of bad debts of $140,208 against
Cerocom, an affiliated company, as a result of legal action by a former employee
and the remaining amount is comprised principally of professional fees.

IMPAIRMENT OF GOODWILL

During the third quarter of 2001 we incurred an impairment charge of $381,180,
which represents the write off of goodwill held in Hugo UK as a result of the
cancellation of the Dolphin contract.


                                     -7-
<PAGE>
INTEREST EXPENSE

Interest expense for the nine months ended September 30, 2002 was $27,046 as
compared to $82,116 for the comparable period in 2001. This reflects the reduced
borrowings throughout the period.

LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE

The preceding factors combine to show a significant reduction in the loss before
cumulative effect of a change in accounting principle of $574,068 for the nine
months ended September 30, 2002 as compared to $1,506,856 for the comparable
period in 2001.

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE

In connection with the adoption of SFAS 142, Hugo Ireland recorded a cumulative
effect charge for goodwill impairment of $139,593 to operations in the first
quarter of 2002.

RESULTS OF OPERATIONS  - THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

REVENUES

Revenues for the three months ended September 30, 2002 were $641,041 as compared
to $621,414 for the three months ended September 30, 2001, a relatively modest
increase of $19,627, or 3.2%. This change is due to increases in revenues of the
basic product segment of $181,096, the telecommunications solutions segment of
$68,428 and solution providers segment of $33,398. The gain was partially offset
by decreases in the ongoing revenue segment of $210,895 and basic products
segment of $52,400.

COST OF REVENUES

Cost of revenues for the three months ended September 30, 2002 was $363,278, or
56.7% of revenues, as compared to $440,287, or 70.9% of revenues, for the three
months ended September 30, 2001. The reduction in cost of revenues generally
corresponded with our reduced revenues.

GROSS PROFIT

Gross profit increased by $96,636 for the three months ended September 30, 2002
compared to the prior year. Further, the Company's gross profit, as a percentage
of revenue, increased to 43.3% of revenues from 29.1% for the comparable period
in 2001. The increase in gross profit percentage is a combination of the
decreases in on-going revenues and the export sales, which have lower gross
profit percentage and the increase in basic product segment sales with a higher
gross profit percentage. We have also continued our aggressive approach to
procurement brought about by the Administration and CVA process in the UK, and
the deployment of a senior member of staff to both evaluate and enhance our
procurement processes.


                                     -8-
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administration expenses amounted to $608,244, or 94.9% of
revenues, in the three months ended September 30, 2002 as compared to
$1,173,419, or 188.8% of revenues for the comparable period in 2001. Hugo UK
recorded a reduction of $310,742 in 2002 as compared to 2001. The significant
reductions were in salaries of $191,198, financial costs of $53,777 and selling
costs of $49,189. In the third quarter of 2002 we incurred costs of
approximately $42,000 for due diligence in connection with the proposed
Worldlink merger. We also had a write off of bad debts of $140,208 against
Cerocom, an affiliated company, as a result of legal action by a former
employee.

IMPAIRMENT OF GOODWILL

During the third quarter of 2001 we incurred an impairment charge of $381,180,
which represents the write off of goodwill held in Hugo UK as a result of the
cancellation of the Dolphin contract.

INTEREST EXPENSE

Interest expense for the three months ended September 30, 2002 was $9,510 as
compared to $26,187 for the comparable period in 2001. This reflects the reduced
borrowings throughout the period.

LIQUIDITY AND CAPITAL RESOURCES

The Company has a working capital deficit of $2,624,850 at September 30, 2002,
which represented an increase in the working capital deficit of $1,360,052 from
the working capital deficit of $1,264,798 at September 30, 2001.

Net cash used in operations for the nine months ended September 30, 2002 was
$508,425 as compared to $311,059 for the comparable period in 2001. Net cash
used in operations for the nine months ended September 30, 2002 reflects a net
loss of $713,661, a decrease in accounts payable of $268,662 and a decrease in
prepaid expenses of $65,457; offset by the goodwill impairment charge of
$139,593, an increase in deferred revenue of $80,412, and an increase in accrued
expenses of $257,281. Net cash used in operations for the nine months ended
September 30, 2001 reflects a net loss of $1,506,856, which was offset by an
increase in accounts payable of $531,593, a goodwill impairment of $381,180,
depreciation and amortization of $150,719, and an increase in accounts payable
of $93,038.

Net cash provided by financing activities for the nine months ended September
30, 2002 was $538,218, primarily consisting of proceeds from a loan of $224,393,
proceeds from a bank note of $178,821 and capital contributions of $139,044. Net
cash provided by financing activities for the nine months ended September 30,
2001 $237,860, of which the principal sources of cash


                                     -9-
<PAGE>
were the issuance of preferred stock and borrowings on stockholder advances of
$450,000 and $273,731 respectively, and the principal uses of cash were to repay
bank overdrafts and borrowings of $268,233 and $182,030 respectively.

We have incurred operating losses for the nine months ended September 30, 2002
and 2001 of $547,022 and $1,424,740 respectively. We have a negative working
capital of $2,624,850 as of September 30, 2002, and our liabilities exceed our
assets by $2,351,302. These conditions would raise doubt about our ability to
continue as a going concern. Present management has set the following objectives
for fiscal 2002/2003 to enable us to continue as going concern:

     -    Continue to maximize our sales revenues in all areas of our sales
          strategy and instigate sales as other technical opportunities present
          themselves. We believe that our long-term investments in on-going
          revenue and partnership with O2, our development of the vehicle
          tracking system in the solution providers area, and our ability to be
          aggressive in the retail sector in the UK will enable us to meet our
          objectives. The introduction of the investment in 2001 of Hugo Ireland
          will continue to provide additional revenue. We will seek to improve
          further our gross margins by actively reviewing procurement
          procedures.

     -    Continue to reduce areas of overhead expense. This remains on target.
          The reduced headcount will continue for the remainder of the year and
          marketing will only be operational if funds allow.

     -    Accounts receivable is also targeted as an area to produce a positive
          cash flow by undertaking more efficient collection efforts. The
          appointment of a credit manager in the first quarter of 2002 is
          continuing to have a noticeable improvement in reducing the ageing of
          our accounts receivable. There are increased provisions within the
          financials.

     -    The directors of the company are continuing to actively seek further
          external investment into the Company and to look at opportunities to
          expand the companies operations.

At this time present management cannot access the likelihood of our ability to
achieve these objectives. If we are unable to achieve these objectives, we may
be forced to cease our business operations, sell our assets and/or seek further
protection under applicable bankruptcy laws.


                                     -10-
<PAGE>
CRITICAL ACCOUNTING POLICIES

Inventory - Inventory is stated at the lower of cost (first-in, first-out
method) or market.

Concentration of Credit Risk - The Company's product line is sold primarily to
various corporations in Europe. The Company does not require collateral from its
customers. The accounts receivable are spread among a number of customers and
are geographically dispersed such that in management's opinion credit risk is
minimized.

Revenue Recognition - The Company recognizes revenue as follows:

     -    Product sales - as products are shipped, title passes and
          accepted by the customer

     -    Airtime contracts - as services are rendered

     -    Equipment rental - as services are rendered

     -    Maintenance contracts - deferred and recognized ratably over the term
          of the maintenance agreement, which is typically three months

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.


ITEM 3.  CONTROLS AND PROCEDURES.

Within the 90 days prior to the date of filing this Quarterly Report on Form
10-Q, the Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.

Subsequent to the date of that evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, nor

                                     -11-
<PAGE>
were any corrective actions required with regard to significant deficiencies and
material weaknesses.


                                     -12-
<PAGE>
                                    PART II.
                                OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

         In July 2002, the Company entered into an employment agreement with
David Foden, the Company's Chairman and Chief Executive Officer of the Company.
The agreement provides for a base salary of L132,000 (approximately $206,000 at
September 30, 2002) and an annual incentive bonus based on the Company's
attainment of earnings. The agreement also contains provisions whereby if Mr.
Foden is terminated by the Company, or resigns his position, he will be entitled
to a $6,000,000 lump sum payment. The agreement expires on June 30, 2005 and is
automatically renewed for six month terms unless terminated by either party.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
(a)    Exhibits.
       --------
<S>               <C>
       10.1       Employment Agreement dated July 1, 2002 by and between Hugo
                  International Limited and David Foden.

       99.1       Certification of David Foden pursuant to 18 U.S.C. 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

       99.2       Certification of Michael Christmas pursuant to 18 U.S.C. 1350,
                  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.
</TABLE>


                                      -13-
<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.

                                    HUGO INTERNATIONAL TELECOM, INC.



November 19, 2002                   By:      /s/  David Foden
                                           -------------------------------------
                                           David Foden
                                           President and Chief Executive Officer

                                    By:    /s/  Michael Christmas
                                           -------------------------------------
                                           Michael Christmas
                                           Director, Treasurer and Secretary
                                           (Principal Financial and
                                           Accounting Officer)


                                     -14-
<PAGE>
                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, DAVID FODEN, President and Chief Executive Officer (principal executive
officer) of Hugo International Telecom Inc. (the "Registrant"), certifies that:

1. I have reviewed this quarterly report on Form 10-QSB of Hugo International
Telecom Inc..

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and


                                      -1-
<PAGE>
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

      /s/ David Foden
--------------------------------
David Foden
Date: November 19, 2002


                                      2 of 2
<PAGE>

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Michael Christmas, Chief Financial Officer (principal financial officer) of
Hugo International Telecom Inc. (the "Registrant"), certifies that:

1. I have reviewed this quarterly report on Form 10-QSB of Hugo International
Telecom Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could


                                    1 of 2
<PAGE>
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

      /s/Michael Christmas
-------------------------------------
Michael Christmas
Date: November 19, 2002


                                    2 of 2