U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended September 30, 1998

                           Commission File No. 0-20922


                           WHITEHALL ENTERPRISES, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


           Delaware                                        75-2274730
           --------                                        ----------
(State of Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

              801 Brickell Avenue, 9th Floor, Miami, Florida 33131
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)


                                (904) 409-0200
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----

      Name of Each Exchange                       Title of Each Class
                                                  on Which Registered

___________________________________     _______________________________________

___________________________________     _______________________________________

Securities registered under Section 12(g) of the Exchange Act:__________________


                        Common Stock ($.0001 par value)
--------------------------------------------------------------------------------
                                (Title of Class)


         Check whether the issuer (1) has 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 issuer was required to file such reports, and (2)
has been subject to such filing requirements for the past 90 days.

                                Yes  [X]       No ____

                                       1

<PAGE>
         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

                                Yes ___        No  [X]

State issuer's revenues for its most recent fiscal year: $ 26,996
                                                         --------

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

                  Common Stock, par value $.0001 per share ("Common Stock"), was
         the only class of voting stock of the Registrant outstanding on
         December 31, 1998. Due to the events and circumstances taking place in
         the operations of the Company, there have been no material exchange
         transactions, and consequently, no recent market value on the closing
         bid price of the Common Stock on the NASD Automated Quotation System.
         By the foregoing statements, the Registrant does not intend to imply
         that any of these officers, directors or beneficial owners are
         affiliates of the Registrant or that the aggregate market value, as
         computed pursuant to rules of the Securities and Exchange Commission,
         is in any way indicative of the amount which could be obtained for such
         shares of Common Stock.


                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

                                Yes  [X]       No ____


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

                  124,900,000 shares of Common Stock, $.0001 par value, as of 
                  December 31, 1998.

                                       2
<PAGE>
PART I

                                    BUSINESS

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

OTHER THAN HISTORICAL AND FACTUAL STATEMENTS, THE MATTERS AND ITEMS DISCUSSED IN
THIS ANNUAL REPORT ON FORM 10-KSB ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. ACTUAL RESULTS OF TOTAL WORLD TELECOMMUNICATIONS, INC.
AND ITS SUBSIDIARIES (COLLECTIVELY, THE "COMPANY") MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. CERTAIN FACTORS THAT
COULD CONTRIBUTE TO SUCH DIFFERENCES ARE DISCUSSED WITH THE FORWARD-LOOKING
STATEMENTS THROUGHOUT THIS REPORT AND ARE SUMMARIZED IN THIS SECTION AND
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS-FORWARD-LOOKING STATEMENTS-CAUTIONARY LANGUAGE."

INTRODUCTION AND RECENT DEVELOPMENTS
------------------------------------

         Whitehall Enterprises, Inc. formerly Total World Telecommunications,
Inc., formerly International Standards Group, Limited (the "Company"), has filed
with the United States Bankruptcy Court for the Southern District of Florida
(the "Bankruptcy Court") its Amended Plan of Reorganization dated July 2, 1998.
The Company's Amended Disclosure Statement dated July 2, 1998, (the "Disclosure
Statement") were submitted pursuant to Section 1125 of the Bankruptcy Code 11
U.S.C. Section 101, et. seq. (the "Bankruptcy Code") in connection with the
solicitation of votes on the Plan from Holders of Impaired Claims against and
Impaired Equity Interests in the Debtor.

         At a hearing on June 19, 1998, this Disclosure Statement was approved
by the Bankruptcy Court in accordance with Section 1125(b) of the Bankruptcy
Code as containing information of a kind and in sufficient detail adequate to
enable a hypothetical reasonable investor typical of holders of Claims and
Equity Interests of the relevant Voting Classes to make an informed judgment
whether to accept or reject the Plan. On August 28, 1998, the Court approved the
plan of reorganization.

         In the opinion of the Company, as described below, the treatment of
claims and equity interests under the Plan contemplates a greater recovery than
that which is likely to be achieved under other alternatives for the
reorganization of the Company. Accordingly, the Company believes that
confirmation of the Plan is in the best interests of creditors and holders of

                                       3
<PAGE>
equity interests and recommends that the creditors and holders of equity
interests vote to accept the Plan.

         The Plan has been approved by the Company's Board of Directors. In
addition, Advantage Fund Limited, formerly known as GFL Advantage Fund Limited
("Advantage"), which the Company believes holds in excess of 90% of the
unsecured claims against the Company, has consented to the Plan as part of a
settlement between the Company and Advantage which has been approved by the
Bankruptcy Court.

         In summary, the Plan is based upon (a) a transfer of all Unsecured
Claims and assets of the Company (excluding certain tax attributes and a portion
of the Condominium Parcel Net Proceeds) to a liquidating trust of which Holders
of Allowed Unsecured Claims will be the primary beneficiaries and Holders of
Allowed Subordinated Claims will be secondary beneficiaries, (b) the purchase by
the Company of all of the issued and outstanding stock of Mega Blow Moulding
Limited, a Canadian plastics company ("MBM"), from 1299004 Ontario Corporation
("129 Ontario"), a wholly-owned subsidiary of 1274328 Ontario Inc. (the
"Proponent"), in consideration for the issuance to the Proponent of
approximately 76% voting control of the Reorganized Debtor and the cash sum of
$75,000, (c) the cancellation of all Existing Preferred Stock and Existing
Common Stock of the Debtor, and (d) the issuance of common stock of the
Reorganized Debtor to Holders of Existing Preferred Stock and Existing Common
Stock of the Debtor.

         In August 1997, the Board of Directors of the Company was substantially
reconstituted. The new Board, having observed the failure of TNT to successfully
continue its Chapter XI case, decided to examine alternatives to maintain a
level of stability with the Company for that period of time necessary for a new
investor to fund ongoing and future operations for the Company. The new Board
hoped to structure a transaction with a new investor which would satisfy
existing Creditor Claims and preserve some value for existing stockholders of
the Company. In examining all of its alternatives, the new Board concluded
shortly after its appointment that the Company had no resources (financial or
otherwise) to defend against any claims or actions which had been or could be
asserted by Advantage. In addition, the filing of the involuntary petition
against the Company on December 1, 1997 left the Company with no option but to
seek to successfully reorganize under Chapter 11 of the Bankruptcy Code. In
order to do so, the Company needed the support of Advantage, which, as stated
above, holds in excess of 90% of the Unsecured Claims against the Company.

                                       4
<PAGE>

         The Company's efforts have resulted in (a) the Advantage Settlement
Agreement, which has been approved by the Bankruptcy Court, pursuant to which
Advantage has agreed to support the Plan, and (b) an agreement for the Debtor to
acquire all of the stock of MBM from a wholly-owned subsidiary of the Proponent,
pursuant to which MBM will become a wholly-owned operating subsidiary of the
Reorganized Debtor.

         Notwithstanding the uncertain distribution to Unsecured Creditors and
the reduced equity interest for stockholders, the Company believes that the Plan
is in the best interest of all Unsecured Creditors and Holders of Equity
Interests for a number of reasons. First, no free and clear assets of
significant value exist which are available for immediate liquidation and
distribution to Unsecured Creditors and Holders of Equity Interests. Second, TNT
the Company's chief operating subsidiary prior to the Involuntary Petition Date,
is presently in a Chapter 7 bankruptcy proceeding in Texas, and the Company will
in all likelihood receive nothing in return for its substantial investment in
TNT. Third, the costs of administering the Estate continue to accrue as long as
the Reorganization Case remains pending, further eroding whatever value there is
available for Unsecured Creditors. Fourth, Advantage, which holds in excess of
90% of the total dollar amount of Unsecured Claims, supports the Plan and has
already expended significant funds in investigating Causes of Action, the
proceeds of which will be available for distribution to all Unsecured Creditors
on a pro rata basis. Indeed, absent confirmation of the Plan, the Company would
itself have to consider an orderly liquidation of assets in Chapter 11 or a
conversion to Chapter 7, either of which would yield far less of the total
number of shares of Reorganized Debtor Common Stock issued and outstanding
immediately after the Effective Date.

         The Company believes that its efforts to maximize the return for
Creditors and to find an investor and attract value for stockholders have been
full and complete. The Company further believes that the Plan is in the best
interest of all Creditors and Holders of Equity Interests, even though (a) it
does not appear that there are sufficient funds to pay Unsecured Creditors in
full and (b) the percentage of the outstanding equity to be retained by Holders
of Equity Interests following the Effective Date will be substantially diluted.

                                       5
<PAGE>

         Prior to the petition for bankruptcy and through September 12, 1997,
the Company, through various subsidiaries, provided telecommunications services.
Through Financial Standards Group, Inc. ("FSGI") and Real Estate Services
Network Holding Corp. ("RESN") subsidiaries, both Florida corporations the
Company assisted credit unions and their supervisory committees in performing
comprehensive or internal regulatory compliance audits in satisfaction of their
statutory requirements. It also provided related internal auditing, accounting
and managerial advisory services to credit unions. RESN provided commercial and
residential real estate brokerage, mortgage origination and title services.

         In June 1996, the Company acquired Houston-based Total National
Telecommunications, Inc., doing business as Total World Telecom, Inc ("TWT"), a
Tier 2 switch-based interexchange carrier that utilizes digital and fiber optic
facilities, with switches located in New York, Chicago, Los Angeles, Atlanta,
Houston, Dallas, Kansas City and Miami as of December 31, 1996, and two
additional switches in Seattle and Washington, D.C. will be operational in early
1997.

         In the latter part of March 1997, management elected to divest the two
business units comprising the Company's non-telecommunications operations. These
two units are Financial Standards Group, Inc., the credit union auditing
operation ("FSGI"), and Real Estate Services Network Holding Corp., the real
estate group ("RESN").

         The Company has sold to former employees the outstanding stock in FSGI,
all of which was owned by The Company.

         In addition, the Company has sold to management of the real estate
services group all of the outstanding stock in its subsidiary, RESN, as well as
the commercial warehouse facility in Mount Vernon, Ohio.

         The Company received notes and receivables of $4,050,000 as proceeds
for the sale of the aforementioned companies; however, because of these
entities' poor operating performance, the Company has recorded these receivables
at no estimated realizable value of which is based on the underlying collateral
in the companies sold.

                                       6
<PAGE>

         The Company's net book value of the foregoing is approximately
$7,310,000. Accordingly, the Company has recorded a charge to operations during
the prior fiscal year of that amount which represented the difference between
the carrying value and the estimated realizable value.

         On July 23, 1997, the Company's wholly-owned operating subsidiary,
Total National Telecommunications, Inc., ("TNT") filed a petition for relief
under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy
Court for the Southern District of Texas. Under Chapter 11, certain claims
against the Company's subsidiary in existence prior to the filing of the
petitions for relief under the federal bankruptcy laws are stayed while the
subsidiary continues business operations as Debtor-in-Possession. Claims secured
against the subsidiary's assets ("secured claims") also are stayed, although the
holders of such claims would have the right to move the court for relief from
the stay.

         On September 12, 1997, the case was converted to Chapter 7, and a
trustee was appointed. On September 24, 1997, the assets of TNT were sold
pursuant to 11 U.S.C. Section 363. Accordingly, the Company's intangible assets
related to this subsidiary were written off during the year ended September 30,
1997.

ITEM 2.  DESCRIPTION OF PROPERTIES
         -------------------------

         The Company's executive offices are located at 801 Brickell, Avenue,
9th Floor Miami, Florida 33131. These premises are being rented on a month to
month basis until the Company's acquisition of MBM is completed.

         The Company's executive offices were located at 3200 North Military
Trail, Suite 300, Boca Raton, Florida 33431. These premises consist of
approximately 7,700 square feet of space. In June 1995, the Company purchased
this office condominium at a purchase price of $636,000 which included $50,000
in cash, the issuance of 200,000 shares of the Company's Common Stock and a
wrap-around mortgage totaling $520,000.

         On June 19, 1998 the Bankruptcy Court approved the Company's sale of
the office condominium for $810,000 in cash plus all real property taxes due to
the Palm Beach County, Florida Tax Collector and condominium dues to the Potomac
Trail Condominium Association. The sale closed during July 1998.

                                       7
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

         All litigation closed as a result of the Company's Chapter XI
Bankruptcy.

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

         Not applicable.




                                       8
<PAGE>

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------------------------

         The Company's Common Stock is traded on NASDAQ under the symbol "TWTI."
On October 15, 1996, the Company amended its Certificate of Incorporation and
undertook a one-for-fifteen (1:15) reverse split of its outstanding Common
Stock. The following table sets forth the high and low bid quotations for the
Common Stock since the commencement of trading and for the periods indicated.
These quotations reflect prices between dealers, do not include retail mark-ups,
mark-downs or commission and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
                                              High     Low
                                              ----     ---
<S>                                          <C>      <C>  
October 1 - December 31, 1995                $ 1.81   $0.66
January 1 - March 31, 1996                   $ 1.56   $0.50
April 1 - June 30, 1996                      $ 1.53   $0.56
July 1 - September 30, 1996                  $ 1.16   $0.47
October 1 - October 14, 1996                 $ 0.53   $0.41
October 15 - December 31, 1996               $10.05   $4.75
January 31 - February 27,   1997             $ 6.25   $2.94
February 28 - March 30, 1997                 $ 7.31   $4.31
March 31 - April 29, 1997                    $ 5.56   $3.50
April 30 - May 29, 1997                      $ 4.06   $1.69
May 30 - June 29, 1997                       $ 3.25   $0.56*
June 30 - September 29, 1997                 $ 1.75   $0.13
September 30 - October 30, 1997              $ 0.19   $0.00
October 31 - November 27, 1997               $ 0.80   $0.01
November 28 - December 30, 1997              $ 0.10   $0.01
December 31 - January 29 1998                $ 0.10   $0.00
January 30 - March 31, 1998                  $ 0.05   $0.00
April 30 - May 28, 1998                      $ 0.13   $0.00
May 29 - June 29, 1998                       $ 0.05   $0.00
June 30 - July 30, 1998                      $ 0.07   $0.00
July 31 - August 30, 1998                    $ 0.01   $0.00
August 31 - September 30, 1998               $ 0.05   $0.00
October 30 - December 31, 1998               $ 0.04   $0.00

</TABLE>

*After May, 1997, the Company had no significant operations. Consequently, after
May, 1997, there have been no authoritative/authentic bid quotations.

                                       9
<PAGE>
         As of December 31, 1998, the approximate number of holders of the
Company's Common Stock was 8600.

         The Company has never paid cash dividends on its Common Stock. The
Company presently intends to retain future earnings, if any, to finance the
expansion of its business and does not anticipate that any cash dividends will
be paid in the foreseeable future. Future dividend policy will depend on the
Company's earnings, capital requirements, expansion plans, financial condition
and other relevant factors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ---------------------------------------------------------

         During the year ended September 30, 1998, the Company focused its
resources in the effort to successfully achieve its Chapter XI Bankruptcy
reorganization Plan.

         The Company's plan for growth included the acquisition of MBM. The
Board of Directors are currently studying several other acquisitions in South
Florida. To achieve this growth and the necessary working capital, the Company
will require additional funding. The Company has received preliminary
commitments from investors to arrange future funding. While the Company has
reason to expect the completion of these arrangements, no assurances can be
given that such funds will be provided.

Description of Stock Purchase Agreement
---------------------------------------

         On June 19, 1998, following extensive negotiations, the Debtor entered
into the Stock Purchase Agreement with 129 Ontario has agreed to sell, and the
Debtor (subject to the approval of the Bankruptcy Court) has agreed to purchase,
effective as of the Effective Date 100% of the issued and outstanding stock of
MBM. As a result thereof, on and after the August 28, 1998, MBM will be a
wholly-owned subsidiary of the Reorganized Debtor. Prior to and during the
Reorganization Case, management of the Debtor has actively searched for an
operating business to bring into the Debtor following the Effective Date and has
determined, in the exercise of its business judgment, that MBM is the best
operating business available at this time. In this regard, the Debtor required
the Proponent to obtain an independent valuation of MBM. In addition, the Debtor
has conducted, and will continue to conduct up to the date of the Confirmation
Hearing, due diligence as to MBM and its business operations. The Debtor has
agreed in the Stock Purchase Agreement, in consideration for the sale of the MBM
stock, that, subject to the terms and conditions of the Stock Purchase
Agreement, including the Confirmation of the Plan, it will (a) cause the
Reorganized Debtor to issue to the Proponent at the Closing 4,000,000 shares of
the Reorganized Debtor Preferred Stock, and (b) pay the sum of $75,000 in cash
to the Proponent. The above is a brief summary of the material terms of the
Stock Purchase Agreement.

                                       10
<PAGE>

General Information Regarding the Proponent and 129 Ontario
-----------------------------------------------------------

         The Proponent, 1274328 Ontario Inc., is an Ontario corporation which
was formed on December 31, 1997. The Proponent's business address is 3101
Bathurst Street, Suite 600, Toronto Ontario M6A2A6. The Proponent is a holding
company which has an investment in MBM and holds passive investments in other
enterprises. Because it was formed on December 31, 1997, the Proponent has no
financial history. The sole shareholder of the Proponent is The Gerendasi Group
129 Ontario, which controls the issued and outstanding stock of MBM, is a
wholly-owned subsidiary of the Proponent. The Debtor has been advised by the
Proponent that none of the Proponent, 129 Ontario or MBM have had or have any
affiliation with the Debtor or CVI, except that the Gerendasi Group formerly
owned a small percentage of the Debtor's common stock which was sold in 1996.

General Information Regarding MBM
---------------------------------

         Overview. Since its formation in 1984, MBM has operated as a
specialized custom molder or manufacturer of plastic bottles and containers for
use in the pharmaceutical, health and beauty, household cleaner and food product
industries. During fiscal 1997, MBM's revenues are generated in the United
States. MBM also has a strong market presence in the Province of Ontario,
Canada, which is the main manufacturing center in Canada. Plastic is a
disposable material which is in high demand in today's environmentally friendly
and industrialized world. Management of MBM believes that demand will continue
to grow significantly well into the next century. With an estimated market in
North America of over $15 billion for plastic products, management of MBM
believes that MBM is well positioned for growth.

         Customers. MBM concentrates on manufacturing products for customers who
are the end user of the products and orders placed by manufacturer agents. MBM

                                       11
<PAGE>

has fostered relationships with many major North American corporations,
including Johnson & Johnson, G.K. Packaging, Fenton Webber, Novo Pharm, Jones
Packaging and the Canadian shampoo division of L'Oreal. Management of MBM
believes that MBM has an excellent reputation for quality and customer services
and prides itself on its ability to consistently maintain a zero percent defect
rate. This has resulted in long-standing customer relationships, many in excess
of 10 years.

         Facilities/Equipment. MBM operates from a leased, 46,000 square foot
manufacturing facility in metropolitan Toronto, Canada. MBM operates nine Bekum
blowing machines. The Bekum machine is considered by industry experts to be the
best currently available and gives MBM a state-of-the-art manufacturing
capacity. The Bekum machine can be operated almost indefinitely when properly
maintained and updated. All machines are computerized and controlled by special
tracking devices which monitor all aspects of machine productivity. Further,
MBM's computerized systems give the manufacturing process numerous diagnostic
features which maximize productivity and quality control. All manufacturing
machines are constantly serviced and maintained to the highest degree possible
by a specially trained maintenance staff as well as by 24 hour on-call
maintenance professionals. MBM seeks to maximize productivity and utilization of
fixed overhead cost by operating the plant 24 hours a day with four shifts.

         Personnel. MBM employs regular employees including production,
management, foremen and office staff. MBM's management is experienced in every
facet of operations including machine operation, machine repairs and
maintenance, completing setups, mold maintenance, purchasing, distributing and
marketing. A majority of MBM's staff has been with MBM since its inception and
has grown and been promoted over time. It is presently anticipated that MBM's
management will remain in place following the Effective Date.

         Materials. MBM's major raw usage consists of the following resins: Pet
G., H.D.P.E. (High Density Polyethylene) and L.D.P.E. (Low Density
Polyethylene). Management of MBM is not aware of any environmental concerns in
respect of MBM, its manufacturing facilities or its products. MBM presently uses
six major suppliers of the above resins. MBM has been dealing with each of its
major suppliers for over ten years. In the event that its existing sources of
supplies are insufficient to meet its existing needs, management of MBM believes
that alternative supplies would be available at competitive prices from one of
its other major suppliers or from outside alternative suppliers not currently
engaged by MBM.

                                       12
<PAGE>

         Valuation of MBM. In connection with the transactions contemplated by
the Stock Purchase Agreement, the Proponent has engaged an independent
accountant to value the shares of MBM to be acquired by the Debtor. The
valuation report was conducted as of February 1, 1998 and provided a value
ranging from $9.7 to $11 million for MBM. The financial information included in
the valuation report is in Canadian dollar values. As of February 1, 1998, the
Canadian dollar had a value of $.69 in United States dollars. As of June 30,
1998, the Canadian dollar had a value of slightly in excess of $.68 in United
States dollars. Due to the cost to the Estate and the fact that the valuation
report has been rendered by an independent Canadian accounting firm, the Debtor
has decided not to obtain its own valuation of the shares of MBM.

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

         Since May, 1997, the Company has not carried any significant continuing
operations. As discussed previously, the Company's efforts were focused on in
achieving its Chapter XI reorganization plan. During the year ended September
30, 1998, the Company's revenues of $26,996 were provided from the rental of
partial space in its executive premises. Read Part I-Item 2 "Description of
Properties" for further details about this property. Operating expenses for the
year ended September 30, 1998, amounted to $234,803 consisting primarily of
personnel costs, occupancy costs, and other necessary and ordinary general and
administrative expenses.

         During fiscal 1999, the Company expects to achieve profitability
through the operations of MBM and other prospective acquisitions in growth
industries.

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

         The foregoing matters and uncertainties raise substantial doubt about
the Company's ability to continue as a going concern. The Company recently
closed on the purchase of MBM pursuant to its stock purchase agreements. The
Company is currently negotiating with several alternative financing sources in
order to secure sufficient funding to support its reorganization and
restructuring plans.

                                       13
<PAGE>

         At September 30, 1998, the Company has operating cash of $22,695. The
cash would be used to defray operating costs and professional fees necessary to
continue supporting restructuring plans. For the year ended September 30, 1998
the Company utilized proceeds from the sale of assets to meet operating
expenses.

         In August 1997, Joseph Lents resigned as Chairman of the Board of the
Company, and the Board of Directors of the Company was thereafter substantially
reconstituted to add Vincent Landis, Carlos Trueba and Les Miller as new members
of the Board with the then existing directors, Arnold Salinas and Loretta
Murphy. Loretta Murphy resigned as a director of the Company during the course
of the Reorganization Case in order to pursue other business interests. During
the Reorganization Case, Luis Alvarez has served as interim President of the
Company. None of the directors or executive officers of the Company has received
any compensation from the Company for service in such capacities for the period
from the Involuntary Petition Date to the date of this quarterly report.

         A number of factors ultimately contributed to the Company's decision to
seek Bankruptcy Court protection. As of March 31, 1996, the Company was
experiencing a number of financial problems, including significant losses since
its inception, negative cash flow and arrears in several of its obligations. A
significant portion of these problems resulted from the losses sustained in the
TNT operations. As a result of the foregoing, the Company continued to finance
its expansion and operations with equity and debt financing in 1997. In 1997,
the Company was sued in various jurisdictions as a result of these equity
offerings. In July 1997, TNT was forced to seek protection under Chapter 11 of
the Bankruptcy Code. In September 1997, TNT's Chapter 11 case was converted to a
case under Chapter 7 of the Bankruptcy Code, thus leaving the Company with
little hope of recouping its substantial investment in TNT. On December 1, 1997,
three petitioning alleged creditors, Francesco Morello, Christopher Robichaux
and David J. Latraverse, filed an involuntary petition under Chapter 7 of the
Bankruptcy Code against the Company. On December 19, 1997, Advantage instituted
the Advantage Suit against certain former officers and directors of the Company.
Had it not been for the filing of the involuntary petition and the automatic
stay provisions of Section 362 of the Bankruptcy Code, Advantage would have also
named the Company as a defendant in the Advantage Suit. The combined effect of
these events led the Company to conclude that it was without any viable
procedure for handling these and other concerns outside of a reorganization

                                       14
<PAGE>

proceeding under Chapter 11 of the Bankruptcy Code. Accordingly, on December 24,
1997, the Company consented to the entry of an order for relief under Chapter 11
of the Bankruptcy Code.

         The Company has filed with the United States Bankruptcy Court for the
Southern District of Florida (the "Bankruptcy Court") its Amended Plan of
Reorganization dated July 2, 1998. The Company's Amended Disclosure Statement
dated July 2, 1998 (the "Disclosure Statement") and its Summary of Amended
Disclosure Statement of Total World Telecommunications, Inc. under Chapter 11 of
the United States Bankruptcy Code for Certain General Unsecured Creditors and
Holders of Existing Common Stock dated July 2, 1998 (the "Summary Disclosure
Statement") were submitted pursuant to Section 1125 of the Bankruptcy Code 11
U.S.C. Section 101, et. seq. (the "Bankruptcy Code") in connection with the
solicitation of votes on the Plan from Holders of Impaired Claims against and
Impaired Equity Interests in the Debtor and the hearing on Confirmation of the
Plan.

         At a hearing on June 19, 1998, this Disclosure Statement was approved
by the Bankruptcy Court in accordance with Section 1125(b) of the Bankruptcy
Code as containing information of a kind and in sufficient detail adequate to
enable a hypothetical reasonable investor typical of holders of Claims and
Equity Interests of the relevant Voting Classes to make an informed judgment
whether to accept or reject the Plan. Approval of this Disclosure Statement by
the Bankruptcy Court and the transmittal of this Disclosure Statement does not,
however, constitute a determination by the Bankruptcy Court as to the fairness
or merits of the Plan and should not be interpreted as being a recommendation by
the Bankruptcy Court either to accept or reject the Plan.

         In the opinion of the Company, as described below, the treatment of
claims and equity interests under the Plan contemplates a greater recovery than
that which is likely to be achieved under other alternatives for the
reorganization or liquidation of the Company. Accordingly, the Company believes

                                       15
<PAGE>

that confirmation of the Plan is in the best interests of creditors and holders
of equity interests and recommends that the creditors and holders of equity
interests vote to accept the Plan.

         The Plan has been approved by the Company's Board of Directors. In
addition, Advantage Fund Limited, formerly known as GFL Advantage Fund Limited
("Advantage"), which the Company believes holds in excess of 90% of the
unsecured claims against the Company, has consented to the Plan as part of a
settlement between the Company and Advantage which has been approved by the
Bankruptcy Court.

         In summary, the Plan is based upon (a) a transfer of all Unsecured
Claims and assets of the Company (excluding certain tax attributes and a portion
of the Condominium Parcel Net Proceeds) to a liquidating trust of which Holders
of Allowed Unsecured Claims will be the primary beneficiaries and Holders of
Allowed Subordinated Claims will be secondary beneficiaries, (b) the purchase by
the Company of all of the issued and outstanding stock of Mega Blow Moulding
Limited, a Canadian plastics company ("MB"), from 1299004 Ontario Corporation
("129 Ontario"), a wholly-owned subsidiary of 1274328 Ontario Inc. (the
"Proponent"), in consideration for the issuance to the Proponent of
approximately 76% voting control of the Reorganized Debtor and the cash sum of
$75,000, (c) the cancellation of all Existing Preferred Stock and Existing
Common Stock of the Debtor, and (d) the issuance of common stock of the
Reorganized Debtor to Holders of Existing Preferred Stock and Existing Common
Stock of the Debtor.

         In August 1997, the Board of Directors of the Company was substantially
reconstituted. The new Board, having observed the failure of TNT to successfully
continue its Chapter 11 case, decided to examine alternatives to maintain a
level of stability with the Company for that period of time necessary for a new
investor to fund ongoing and future operations for the Company. The new Board
hoped to structure a transaction with a new investor which would satisfy
existing Creditor Claims and preserve some value for existing stockholders of
the Company. In examining all of its alternatives, the new Board concluded
shortly after its appointment that the Company had no resources (financial or
otherwise) to defend against any claims or actions which had been or could be
asserted by Advantage. In addition, the filing of the involuntary petition
against the Company on December 1, 1997 left the Company with no option but to
seek to successfully reorganize under Chapter 11 of the Bankruptcy Code. In
order to do so, the Company needed the support of Advantage, which, as stated
above, holds in excess of 90% of the Unsecured Claims against the Company.

         The Company's efforts have resulted in (a) the Advantage Settlement
Agreement, which has been approved by the Bankruptcy Court, pursuant to which
Advantage has agreed to support the Plan, and (b) an agreement for the Debtor to

                                       16
<PAGE>

acquire all of the stock of MBM from a wholly-owned subsidiary of the Proponent,
pursuant to which MBM will become a wholly-owned operating subsidiary of the
Reorganized Debtor on and after the Effective Date August 28, 1998.

         Notwithstanding the uncertain distribution to Unsecured Creditors and
the reduced equity interest for stockholders, the Company believes that the Plan
is in the best interest of all Unsecured Creditors and Holders of Equity
Interests for a number of reasons. First, no free and clear assets of
significant value exist which are available for immediate liquidation and
distribution to Unsecured Creditors and Holders of Equity Interests. Second, TNT
the Company's chief operating subsidiary prior to the Involuntary Petition Date,
is presently in a Chapter 7 bankruptcy proceeding in Texas, and the Company will
in all likelihood receive nothing in return for its substantial investment in
TNT. Third, the costs of administering the Estate continue to accrue as long as
the Reorganization Case remains pending, further eroding whatever value there is
available for Unsecured Creditors. Fourth, Advantage, which holds in excess of
90% of the total dollar amount of Unsecured Claims, supports the Plan and has
already expended significant funds in investigating Causes of Action, the
proceeds of which will be available for distribution to all Unsecured Creditors
on a pro rata basis. Indeed, absent confirmation of the Plan, the Company would
itself have to consider an orderly liquidation of assets in Chapter 11 or a
conversion to Chapter 7, either of which would yield far less of the total
number of shares of Reorganized Debtor Common Stock issued and outstanding
immediately after the Effective Date.

         The Company believes that its efforts to maximize the return for
Creditors and to find an investor and attract value for stockholders have been
full and complete. The Company further believes that the Plan is in the best
interest of all Creditors and Holders of Equity Interests, even though (a) it
does not appear that there are sufficient funds to pay Unsecured Creditors in
full and (b) the percentage of the outstanding equity to be retained by Holders
of Equity Interests following the Effective Date will be substantially diluted.
In the event of a liquidation of the Company's assets under Chapter 7 of the
Bankruptcy Code, the Company believes the distribution to Unsecured Creditors
would be substantially less than under the Plan. In addition, absent concessions
from holders of Unsecured Claims, there would be no distribution to Holders of
Equity Interests. Should the Plan not be confirmed, the Company will have to
seriously consider a Chapter 7 liquidation. The plan was approved on August 28,
1998.

                                       17
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

         The financial statements and supplementary data are included under Item
13(a)(1) and (2) of this Report.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

         The Company changed its certified public accountant form Millward &
Co., CPA's of Fort Lauderdale, Florida to Thomas E. Sewell, CPA, PA of Pembroke
Pines, Florida. The Board of Directors authorized this change in October ,1998.
The Company has authorized Millward & Co., CPA's to respond fully to any
inquiries of Thomas E. Sewell, CPA, PA.








                                       18



<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         -------------------------------------------------------------
         COMPLIANCE UNDER SECTION 16(a) OF THE EXCHANGE ACT
         --------------------------------------------------

         The following table sets forth the names, ages and positions with the
Company of the executive officers and directors of the Company. Directors will
be elected at the Company's annual meeting of stockholders and serve for one
year or until their successors are elected and qualify. Officers are elected by
the Board and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.

     Name                    Position                            Age
     ----                    --------                            ---

Luis Alvarez                President and Director               39

Joseph Lebovics             Director                             44

Carlos M. Trueba            Director                             44

Vince Landis                Director                             52

Les Miller                  Director                             56

The business backgrounds of the individuals referred to above are as follows:

Luis Alvarez, the current president of the Company is also Chief Executive
Officer and President of Sentrex Financial Consulting Services, Inc., a position
he has held for the past four years. Prior to that, Mr. Alvarez was President
and CEO of Knight Corporation (1991-1995) and President and CEO of Sentrex
Security Systems, Inc. (1985-1991). Mr. Alvarez also spent four years serving
the community as a police officer with the City of Miami (1981-1985).

                                       19
<PAGE>

Joseph Lebovics graduated from the University of Toronto with a degree in
accounting. Mr. Lebovics is presently a chartered accountant with the accounting
firm of Lebovics and Good, and has practiced public accounting in Toronto,
Canada since 1976. Mr. Lebovics is also an investor, through various holding
companies, in real estate and corporate securities (public and private), with a
market value of approximately $7.5 million (Canadian Dollars)

Carlos M. Trueba is a certified public accountant with over 20 years of
experience practicing his profession in South Florida. He graduated from Florida
International University with a degree in business administration with majors in
accounting and finance. Mr. Trueba is currently Vice President and director of
the audit practice of the Accounting firm of Rodriguez, Trueba & Company CPA's
P.A.

Vince Landis has been employed with the City of Miami Police Department for the
past 31 years and has served in every organizational department therein. Mr.
Landis is currently a Captain of Police in the City of Miami Police Department.
Mr. Landis has also served in the City of Miami Civil Service Board.

Leslie Miller graduated from temple University with a major in business
administration. Mr. Miller has 35 years of experience in the lumber industry,
and for over a decade has been President of L. Miller Forest Products, Inc.


ITEM 10. EXECUTIVE COMPENSATION
         ----------------------

CASH COMPENSATION
-----------------

         There was no cash compensation paid to executive officers as a group
for services provided to the Company in all capacities during the year ended
September 30, 1998.


EMPLOYMENT AGREEMENTS
---------------------

         There were no employment agreements in effect during the year ended
September 30, 1998.

                                       20
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

         The following table sets forth Common Stock ownership as of December
31, 1998 with respect to (i) each person known to the Company to be the
beneficial owner of five (5%) percent or more of the Company's outstanding
Common Stock, (ii) each director of the Company and (iii) all executive officers
and directors of the Company as a group. This information as to beneficial
ownership was furnished to the Company by or on behalf of the persons named.
Unless otherwise indicated, the business address of each person listed is 801
Brickell Avenue, 9th Floor, Miami, Florida, 33131. Information with respect to
the percent of class is based on 124,927,647 shares of the Company's Common
Stock issued and outstanding at December 31, 1998.
<TABLE>
<CAPTION>
                                                                 Shares
                                                              Beneficially      Percent
                                    Name                        Owned (1)      of Class
                           --------------------------------------------------------------
<S>                                     <C>                     <C>                  <C>
                           Luis Alvarez (2)                     0                    0
                           Joseph Lebovics   (3)                0                    0
                           Carlos M. Trueba (4)                 0                    0
                           Vince Landis (5)                     0                    0
                           Les Miller        (6)                0                    0
                           1274328 Ontario Inc. (7)             -                    -
                           All executive officers and
                           Directors as a group
                           (5 persons)                          0                    0
</TABLE>

                                       21
<PAGE>
(1)    Except as otherwise indicated in the footnotes below, each stockholder
       has sole power to vote and dispose of all the shares of common stock
       listed opposite his name.

(2)    Mr. Alvarez is Chairman of the Board and President of the Company and he
       owns no shares of the Company's common stock as of the date of this
       report.

(3)    Mr. Lebovics is a director of the Company and he owns no shares of common
       stock as of the date of this report. Mr. Lebovics is a director of 129
       Ontario, (See (7) below), however, he does not own any shares, directly
       or indirectly, in 129 Ontario as of the date of this report.

(4)    Carlos M. Trueba is a director of the Company and he owns no shares of
       common stock as of the date of this report.

(5)    Vince Landis is a director of the Company and he owns no shares of common
       stock as of the date of this report.

(6)    Les Miller is a director of the Company and he owns no shares of common
       stock as of the date of this report.

(7)    In connection with the acquisition of MBM, the Company issued 4,000,000
       shares of its Series 1, $1 Convertible Preferred Stock (the "Series 1
       Preferred Stock")to 129 Ontario. Each of the shares of Series 1 Preferred
       Stock is convertible into 100 shares of Common Stock over various periods
       based on the underlying Common Stock reaching price levels ranging from
       $10.00 to $50.00 per share. However, no shares of Series 1 Preferred
       Stock may be converted into Common Stock before January 1, 2004. Each
       share of Series 1 Preferred Stock has 100 notes or a total of 4,000,000
       notes. 1274328 Ontario Inc. is beneficially owned by Leslie Gerendasi.

The Company intends to compensate the directors referred to above with
approximately 300,000 shares of the Company's Common Stock. As of the date of
this report, no shares have been issued to these directors.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

                                       22
<PAGE>
         See discussion in Part I-Item 6 relative to Agreement with 129 Ontario
for the purchase of the stock of MBM.


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
         --------------------------------------

   (a)(1) and (2) Financial Statements and Schedules
                  ----------------------------------

         The financial statements listed on the index to financial statements on
page F-1 are filed as part of this Form 10-KSB.

   (b)   Reports on Form 8-K
         -------------------

         The Company filed Form 8-K reports dated December 21, 1995 (item 2 and
item 5), February 21, 1996 (item 5), May 28, 1996 (item 5), June 11, 1996 (item
5), October 29, 1996 (item 1 and item 5), November 8, 1996 (item 5), and
February 10, 1999.

   (c)   Exhibits
         --------
Exhibit
Number                     Description of Document
-------                    -----------------------

 3.01             Articles of Incorporation 1
 3.01(a)          Certificate of Amendment to Certificate of Incorporation 5
 3.01(b)          Certificate of Amendment to Certificate of Incorporation 7
 3.01(c)          Certificate of Amendment to Certificate of Incorporation 24
 3.01(d)          Certificate of Amendment to Certificate of Incorporation
 3.02             By-Laws 5
 4.01             Specimen of Common Stock certificate 1
10.02             Warrant Agent Agreement 1
10.03             Line of Credit Agreement 1
10.04             Stock Purchase Agreement between Texas American Group, Inc. 
                  and Daniel M. Boyar 2

                                       23
<PAGE>

10.05             Stock Purchase Agreement for acquisition of Financial
                  Standards Group, Inc. 2
10.06             Stock Purchase Agreements for acquisition of Mount Vernon
                  Distribution, Inc. and Eau Gallie Properties, Inc. 2
10.06.1           Amendments to Stock Purchase Agreements referred to in Exhibit
                  10.06 7
10.07             Stock Purchase Agreement for acquisition of Bibbins & Rice
                  Electronics, Inc. and Rice Electronics,Inc. 3
10.08             Investment Banking Consulting Agreement with H.D. Vest 
                  Investment Securities, Inc. 7
10.09             Sales and Service Agreement with Corroon & Black 
                  Administrative Services, Inc. 7
10.10             Agreement with Arkansas Credit Union League and Service 
                  Corporation 7
10.11             Agreement with HCU Services Corporation (Hawaii) 7
10.12             Agreement with KYCUL Services Incorporated (Kentucky) 7
10.13             Agreement with League Services Corporation (Michigan) 7
10.14             Selling Agent Agreement with Meridian Associates, Inc. 7
10.15             Financial Consulting Agreement with Meridian Associates, 
                  Inc. 7
10.16             Lock-Up Agreement with Selling Security Holders 7
10.17             Rescission Offer Responses 7
10.18             Agreement with Computer Concepts Corp. 8
10.19             Agreement with Greg Paige and Paige & Associates Corp. 9
10.20             Agreements with Computer Concepts Corp. 13
10.21             Agreement with Comstator, S. A. 13
10.22             Agreement with Allan J. Ontai 10
10.23             Letter of Agreement with Servicecorp (Indiana Credit Union
                  League) 13
10.24             Agreement and Plan of Merger with Membership Realty Ltd., Inc.
                  and other parties described therein 10
10.25             Agreement with Stenton Leigh Capital Corp.10
10.26             Agreement with Universal Solutions, Inc., Investor Resource
                  Services, Inc. and SMI Capital Corp. 12
10.27             Amendment No. 1 to Agreement and Plan of Merger with 
                  Membership Realty Ltd., Inc. 14
10.28             Agreement with Computer Concepts Corp. 15
10.29             Agreement and Plan of Merger with Elfworks, Inc. 16
10.30             Stock Purchase Agreement and Assignments with Administracion 
                  de Seguros, S.A. 17
10.31             Letter of Intent to Purchase and Sell between Jalmark Realty,
                  Inc. and Membership Realty Holding Corp. 19
  
                                       24
<PAGE>

10.32             Amendment No. 4 To Agreement and Plan of Merger with
                  Membership Realty Ltd., Inc. 20
10.33             Agreement with JRL Acquisition, Inc. 20
10.34             Financial Advisory and Consulting Agreement with Coleman and 
                  Company 20
10.35             Stock Purchase and Exchange Agreement with American Indemnity 
                  Company Limited 21
10.36             Stock Purchase Agreement with U.S. Mortgage Network Corp. 22
10.37             Stock Purchase Agreement with Maraval & Associates 22
10.38             Stock Purchase and Exchange Agreement with American Indemnity
                  Company Limited and Global RE., Ltd. 23
10.39             Agreement wit Real Estate Services Network Holding Corp., U.S.
                  Mortgage Network Corp., Intervest, Inc. and Sidney A. Lewis 24

10.40             Agreement with Total National Telecommunications, Inc.25
10.41             Agreement with Global RE., Ltd. and American Indemnity 
                  Company, Ltd. 26
10.42             Stock Purchase Agreement with Southwestern Telecom, Inc. 27
10.43             Stock Purchase Agreement for the purchase of NETTouch
                  Communications, Inc. and Common Stock Purchase Warrant 28
10.44             Note Purchase Agreement with GFL Advantage Fund Limited,
                  Registration Rights Agreement and Promissory Note 28
10.45             Stock purchase agreement for the purchase of all issued and
                  outstanding shares of Mega Blow Moulding Limited from 1299004
                  Ontario Corporation.
16.01             Letter from Samson, Robbins & Associates to the Securities and
                  Exchange Commission4
16.02             Letter from Grau & Registrant to the Securities and Exchange 
                  Commission 6
16.03             Letter from Arthur Andersen & Co. to the Securities and 
                  Exchange Commission 11
16.04             Letter from Grant Thornton to the Securities and Exchange 
                  Commission 18
16.05             Letter from Millward & Co. to the Securities and Exchange 
                  Commission

                                       25

<PAGE>

1  Incorporated by reference from the Registrant's Registration Statement, as
   amended, on Form S-18 filed with the Securities and Exchange Commission on
   January 27, 1989 and declared effective on February 28, 1989.

2  Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated January 11, 1991.

3  Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated March 4, 1991.

4  Incorporated by reference to the Registrant's report on Form 8 filed with
   the Securities and Exchange Commission dated February 27, 1991.

5  Incorporated by reference to the Registrant's report on Form 10-K filed with
   the Securities and Exchange Commission dated April 30, 1991.

6  Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated February 6, 1992.

7  Incorporated by reference to the Registrant's Registration Statement, as
   amended, on Form S-1 filed with the Securities and Exchange Commission on May
   14, 1992 and declared effective on November 12, 1992.

8  Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated January 15, 1993.

9  Incorporated by reference to the Registrant's report on Form 10-K filed with
   the Securities and Exchange Commission dated May 5, 1993.

10 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated April 8, 1994.

11 Incorporated by reference to the Registrant's report on Form 8-K/A filed
   with the Securities and Exchange Commission dated January 17, 1994.

12 Incorporated by reference to the Registrant's Registration Statement on
   Form S-8 filed with the Securities and Exchange Commission on March 23, 1994.

13 Incorporated by reference to the Registrant's report on Form 10-KSB filed
   with the Securities and Exchange Commission dated December 31, 1993.

                                       26
<PAGE>

14 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated April 21, 1994.

15 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated May 31, 1994.

16 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated July 19, 1994.

17 Incorporated by reference to the Registrant's report on Form 10-QSB filed
   with the Securities and Exchange Commission dated September 20, 1994.

18 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated September 12, 1994.

19 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated March 1, 1995.

20 Incorporated by reference to the Registrant's report on Form 10-QSB filed
   with the Securities and Exchange Commission dated August 17, 1995.

21 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated December 21, 1995.

22 Incorporated by reference to the Registrant's report on Form 10-KSB filed
   with the Securities and Exchange Commission dated September 30, 1995.

23 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated December 21, 1995.

24 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated February 21, 1996.

24 Incorporated by reference to the Registrant's report on Form 10-QSB filed
   with the Securities and Exchange Commission dated March 31, 1996.

25 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated May 28, 1996.

26 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated June 11, 1996.

27 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated October 29, 1996.

28 Incorporated by reference to the Registrant's report on Form 8-K filed with
   the Securities and Exchange Commission dated November 8, 1996.

                                       27
<PAGE>

                                   SIGNATURE
                                   ---------


         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on this day of , 1998.

                                    WHITEHALL ENTERPRISES, INC.

                                    By:_________________________________
                                       President


         In accordance with the Exchange, this Report has been signed below by
the following person on behalf of the Registrant, and in the capacities and on
the date indicated.


   Signature
   ---------
______________________     President and Director                        , 1999
 Luis Alvarez


______________________     Director                                      , 1999
 Joseph Lebovics


______________________     Director                                      , 1999
 Vincent Landis


______________________     Director                                      , 1999
 Carlos M. Trueba


______________________     Director                                      , 1999
 Les Miller

                                       28
<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.


                              Financial Statements
                      For the Year Ended September 30, 1998



                                Table of Contents
                                -----------------

                                                                 Page No.
                                                                 --------

Independent Auditors' Report                                         2

Balance Sheet                                                        4

Statement of Income                                                  5

Statement of Changes in Stockholders' Equity                         6

Statement of Cash Flows                                              7

Notes to Financial Statements                                        8

                                      F-1
<PAGE>
                          Independent Auditors' Report
                          ----------------------------



To the Stockholders and Board of Directors of
Whitehall  Enterprises, Inc.
Formerly Known as
Total World Telecommunications, Inc.
Miami, Florida



We have audited the accompanying balance sheet of Whitehall Enterprises, Inc.,
formerly known as Total World Telecommunications, Inc. (formerly International
Standards Group, Limited) as of September 30, 1998, and the related statement of
income, statements of changes in stockholders' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

During 1997, the Company was in Chapter XI, and as such, we are unable to obtain
written representations from management of the Company concerning transactions
prior to October 1, 1997, which took place under substantially different
management. Accordingly, the financial statements for the year ended September
30, 1997, were not audited by us or any other independent Certified Public
Accountant.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Whitehall Enterprises, Inc.
formerly known as Total World Telecommunications, Inc., as of September 30,
1998, and the results of its operations, and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

                                      F-2
<PAGE>

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
which raise substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


SEWELL AND COMPANY, PA
Certified Public Accountants

Pembroke Pines, Florida
December 1, 1998, except as to Note 5 which is dated January 7, 1999

                                      F-3
<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                                  Balance Sheet
                               September 30, 1998
<TABLE>
<CAPTION>
<S>                                                            <C>              
                                     ASSETS
Current Assets

     Cash                                                      $          22,695
                                                               -----------------
Total Current Assets                                                                     $          22,695

Fixed Assets                                                              53,620
Less Accumulated Depreciation                                            (46,928)
                                                               -----------------

Net Fixed Assets                                                                                     6,692

Other Assets

     Deposits                                                                                          500
                                                                                         -----------------
TOTAL ASSETS                                                                             $          29,887
                                                                                         =================
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Shareholders' Equity

     Common Stock . par value
        200,000,000 authorized
        124,927,647 issued & outstanding                     $            12,493
     Additional Paid In Capital                                           17,394

Retained Earnings since 9/30/98
     After Quasi-Reorganization                                                0
                                                               -----------------
Total Stockholders' Equity                                                                          29,887
                                                                                         -----------------
TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                                                $          29,887
                                                                                         =================
</TABLE>

             See Auditors' Report and Notes to Financial Statements.
   
                                       F-4

<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                               Statement of Income
                      For the Year Ended September 30, 1998
<TABLE>
<CAPTION>
<S>                                                                                      <C>              
Revenues from Operations                                                                 $          26,996

Operating Expenses

     Sales, General and Administration                        $          234,803
     Depreciation                                                          9,361
                                                           ---------------------

Total Operating Expenses                                                                           244,164
                                                                                         -----------------
Net Loss from Operations                                                                          (217,168)
     
Other Income

     Forgiveness of debt income                                       27,091,064
     Gain on disposal of assets                                          147,265
     Other Income                                                          6,496
                                                           ---------------------
Total Other Income                                                                              27,244,825

Other Expenses

     Administrative claims and fees                                      303,466
     Bankruptcy fees and expenses                                         13,693
                                                           ---------------------
Total Other Expenses                                                                               317,159
                                                                                         -----------------
NET INCOME                                                                               $      26,710,498
                                                                                         =================
Earnings per common share.                                                               $            0.23
                                                                                         =================


</TABLE>
             See Auditors' Report and Notes to Financial Statements.

                                      F-5
<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                  Statement of Changes in Stockholders' Equity
                      For the Year Ended September 30, 1998
<TABLE>
<CAPTION>


                      Preferred  Stock       Common Stock      Paid in      Unearned    Treasury  Stock     Accumulated
                      Shares    Amount   Shares      Amount    Capital    Compensation   Shares   Amount       Deficit      Total
                      --------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>  <C>            <C>   <C>         <C>         <C>       <C>       <C>           <C>         
Balance
September 30, 1997      377,699     4    81,118,900     811   82,474,223  (4,927,394) (55,933)  (740,000) (106,723,452) (29,915,808)

Adjustments of:
Chapter XI
  Reorganization       (377,699)   (4)   43,808,747  11,682  (82,239,662)  4,927,394   55,933    740,000    79,795,786    3,235,196
Net Other Income                                                                                            26,927,666   26,927,666
Net Loss from
  Operations                                                                                                  (217,167)    (217,167)
                     ---------------------------------------------------------------------------------------------------------------

Total                         0     0   124,927,647  12,493      234,561           0        0          0      (217,167)      29,887

Effect of Quasi
  Reorganization on
  September 30, 1998                                          (217,167)                                        217,167            0
                     ---------------------------------------------------------------------------------------------------------------

Balance
  September 30, 1998          0     0   124,927,647 $12,493     $ 17,394           0        0          0             0     $ 29,887
                     ===============================================================================================================
</TABLE>
             See Auditors' Report and Notes to Financial Statements.

                                      F-6
<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                             Statement of Cash Flows
                      For the Year Ended September 30, 1998
<TABLE>
<CAPTION>
<S>                                                                                        <C>            
Cash flows form operating activities:

         Net Income                                                                        $    26,710,498
                                                                                           ---------------
         Adjustments to reconcile net income to new cash Provided by operating
         activities:
                  Depreciation                                                                       9,361
                  (Increase) decrease in other assets                                                3,949
                  Income from forgiveness of debt                                              (27,091,064)
                                                                                           --------------- 

                  Total adjustments                                                            (27,077,754)
                                                                                           --------------- 

         Net cash provided (used) by operating activities                                  $      (367,256)
                                                                                           --------------- 
Cash flows from investing activities:

         Cash proceeds form the sale of property                                                   345,392
                                                                                          ----------------

         Net cash provided (used) by investing activities                                          345,392
                                                                                          ----------------

Net increase (decrease) in cash and cash equivalents                                               (21,864)

Cash and cash equivalents, beginning of year                                                        44,559
                                                                                          ----------------

Cash and cash equivalents, end of year                                                    $         22,695
                                                                                          ================
Supplemental disclosures of cash flow information:

Cash paid during the period for:

         Interest expense                                                                 $         16,715
                                                                                          ================

Non-cash transactions include forgiveness
         of debt as follows                                                               $     27,091,064
                                                                                          ================
</TABLE>

             See Auditors' Report and Notes to Financial Statements.

                                      F-7
<PAGE>

                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                          Notes to Financial Statements
                               September 30, 1998

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------
Whitehall Enterprises, Inc. ("the Company"), formerly Total World
Telecommunications, Inc. and International Standards Group, Limited (See Note
5), was incorporated under the laws of the State of Delaware on October 12,
1988.

The initial objective of the Company was the establishment of accounting
services to assist credit unions and their supervisory committees in performing
comprehensive internal or regulatory compliance audits in satisfaction of their
statutory requirements. The Company also offers various other auditing,
accounting and managerial advisory services to the credit union industry but
does not perform audits of financial statements.

On April 21, 1994, the Company acquired all of the outstanding stock of
Membership Realty Limited, Inc. and subsequently formed Real Estate Services
Network Holding Corp (RESN). RESN is primarily engaged as a full service
commercial and residential real-estate brokerage firm that also provides
mortgage origination and title services.

In June, 1996, the Company acquired Houston based Total National
Telecommunications, Inc. (renamed Total World Telecommunications, Inc.) a Tier 2
switch-based inter exchange carrier that utilized digital and fiber optic
facilities, with switches located in five major United States cities.

On October 11, 1995, the Company's Board of Directors approved an amendment to
the certificate of incorporation of the Company to permit the Company to issue
up to 100,000,000 shares of common stock, $.00001 par value, and 10,000,000
shares of preferred stock, $.00001 par value, of the Company in order to permit
holders of various series of preferred stock and warrants and options to convert
their preferred stock or exercise their warrants and options for shares of
common stock of the Company.

On October 15, 1996, the Company effected a one-for-fifteen reverse stock split
of its outstanding common stock. All transactions described herein, and all
references to outstanding common stock of the Company or rights to acquire
common stock give effect to such reverse stock split unless otherwise indicated.

Chapter XI Bankruptcy
---------------------
On December 24, 1997, the Company filed for protection under Chapter XI of the
Federal Bankruptcy laws. Chapter XI encompasses the submission, by the court
appointed trustees, to the Court of a plan of reorganization. On August 28,
1998, the Court approved the plan of reorganization.

Pursuant to this plan, all preferred and common stock previously issued was
canceled. In place of these canceled shares, 124,927,647 shares of common stock,
par value $.0001 were issued.

                                      F-8

<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                          Notes to Financial Statements
                               September 30, 1998


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Another 4,000,000 shares of preferred stock (see Note 6) with a par value of
$.001 will be issued under a stock purchase agreement between the Company and
1299004 Ontario Corporation. In exchange for these shares, the Company will
acquire 100% of the outstanding common stock of Mega Blow Moulding, Ltd., a
Canadian Corporation. There is a five (5) year restriction on the conversion of
preferred shares to common shares pursuant to the Agreement.

Capital Transactions
--------------------
During fiscal year 1997, 838,601 shares of preferred stock were exchanged for
74,483,735 shares of common stock. As part of the exchange, the Company paid to
preferred shareholders $26,420,049.

During 1997, the Company filed a Regulation S private placement and raised
$38,841,188, which was recorded as paid in capital. No additional shares of
stock were issued.

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

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid debt instrument purchased with an
original maturity of three months or less to be cash equivalents.

Income Taxes
------------
The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 109 Accounting for Income Taxes, which requires
companies to use the asset and liability method of accounting for income taxes.
Under the asset and liability method, deferred income taxes are recognized for
the tax consequences of temporary differences by applying enacted statutory tax
rates applicable to future years to differences between the financial statement
carrying amounts and the tax basis of existing assets and liabilities. Pursuant
to SFAS No. 109, the effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment date. Under the
deferred method, deferred taxes were recognized using the tax rate applicable to
the year of the calculation and were not adjusted for subsequent changes in tax
rates. The Company adopted SFAS No. 109 in 1993.

                                      F-9
<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                          Notes to Financial Statements
                               September 30, 1998


NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to concentrations of
credit risk are primarily cash and accounts receivable. The Company extends
credit based on an evaluation of the customer's financial condition, generally
(except for mortgages receivable) without requiring collateral.

Exposure to losses on receivables is principally dependent on each customer's
financial condition. The Company monitors its exposure for credit losses and
maintains allowances for anticipated losses. In addition, at September 30, 1998,
the Company had $22,695 on deposit with one financial institution, which was
insured for up to $100,000 by the U.S. Federal Deposit Insurance Corporation.
The Company believes it is not exposed to any significant credit risk on cash
and cash equivalents.

Net Loss per Common Share
-------------------------
Net loss per common share is calculated by dividing the net loss by the weighted
average number of common shares outstanding.

Going Concern Consideration
---------------------------
Since inception, the Company has incurred substantial losses and, as of
September 30, 1996, has an accumulated deficit of $30,221,374 and a working
capital deficiency of $10,761,404. The Company commenced revenue producing
operation in October 1991. A significant amount of the Company's officers' and
directors' time has been spent in various financing activities including, but
not limited to raising private placement funds and seeking new acquisitions.

The Company plans to purchase a Canadian Company in 1999, which the Company
anticipates will increase profitability. Management believes that the
acquisition, along with other future acquisitions and other activities, coupled
with cost cutting and revenue raising programs, should result in significant
improvement in the future.

There can be no assurance that funding will be completed, if the newly acquired
entities will be profitable, the cost cutting and revenue raising programs will
be effective, all of which are necessary to meet the Company's obligations over
the next year. During 1997-98 the Company went through a Chapter XI
Reorganization.
                                      F-10
<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                          Notes to Financial Statements
                               September 30, 1998

NOTE 2  PROPERTY, PLANT AND EQUIPMENT

Property, machinery, and equipment are stated at cost, and are depreciated over
their estimated useful lives on a straight-line basis as follows:
<TABLE>
<CAPTION>
                                                                                Useful Life
                                                                                -----------
<S>                                                                               <C>      
                  Furniture and fixtures (including software)                     3-5 years
                  Machinery and equipment                                         5 years
</TABLE>

<TABLE>
<CAPTION>
The following is a summary of plant and equipment, at cost, less accumulated
depreciation and amortization at September 30, 1998:
<S>                                                                               <C>     
                  Computer equipment                                              $ 10,292
                  Furniture and fixtures                                            27,186
                  Equipment                                                         16,142
                                                                                  --------
                                                                                    53,620
                  Less:  accumulated depreciation                                   46,928
                                                                                  --------
                  Total                                                           $  6,692
                                                                                  ========
</TABLE>
Depreciation expense for the year ended September 30, 1998 totals $9,361.

NOTE 3  INCOME TAXES

The Company reduced taxable income for the year ended September 30, 1998, by
applying federal net operating losses to pre-tax income, reducing taxable income
by $71,249,531. These losses were carried forward from prior years.

The Company has a remaining federal net operating loss carryforward of
$71,650,735, of which $71,249,531 expires in 2004, and $401,204 expires in 2017.

NOTE 4  STOCKHOLDER'S EQUITY

Quasi-Reorganization
--------------------

The Company's Board of Directors approved a Quasi-Reorganizaion effective
September 30, 1998, whereby the accumulated deficit has been offset against
additional paid in capital. The resulting retained earnings at September 30,
1998 is zero. Profit or loss shall be measured and included in retained earnings
from October 1, 1998 forward.

NOTE 5  SUBSEQUENT  EVENTS

During January 8, 1999, the Company amended its articles of incorporation
changing its name from Total World Telecommunications, Inc. to Whitehall
Enterprises, Inc.

                                      F-11
<PAGE>
                           WHITEHALL ENTERPRISES, INC.
                                FORMERLY KNOWN AS
                      TOTAL WORLD TELECOMMUNICATIONS, INC.
                          Notes to Financial Statements
                               September 30, 1998

NOTE 6  STOCKHOLDERS' EQUITY

A summary of the stock is as follows:

Common Stock
------------

Authorized 200,000,000 shares of common stock , $.0001 par value per share.
Issued and outstanding 124,927,647 shares of common stock.

Preferred Stock - 
---------------
Authorized 4,000,000 shares of preferred stock at $.001 par value per share.
None issued or outstanding.



                                      F-12