<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB



      [X]   Annual report under Section 13 or 15(d) of the Securities Exchange
            Act of 1934

            For the fiscal year ended:  APRIL 30, 2001

      [ ]   Transition period under Section 13 or 15(d) of the Securities
            Exchange Act of 1934

            For the transition period from                  to                 .
                                           ----------------     ---------------

         Commission file number:  0-30220

                        ACTIVE LINK COMMUNICATIONS, INC.
                        --------------------------------
                 (Name of Small Business Issuer in Its Charter)

                Colorado                                         84-0917382
     ----------------------------------                   ----------------------
      (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                         identification No.)

7388 S. Revere Parkway,  Suite  1000, Englewood,  Colorado         80112
----------------------------------------------------------   -------------------
      (Address of principal executive offices)                  (Zip Code)

                                 (303) 721-8200
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code

         Securities Registered Pursuant to Section 12(b) of the Act:     None

         Securities Registered Pursuant to Section 12(g) of the Act:

                      Common Stock, no par value per share
                      ------------------------------------
                                (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 of 1934 during the past 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X   No
   ---     ---

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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year: $17,033,000

The aggregate market value of the voting stock held as of July 20, 2001 by non
affiliates of the issuer was $6,448,000. As of July 20, 2001 the issuer had
10,366,167 shares of its no par value Common Stock issued and outstanding.


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                                     PART I

Item 1. DESCRIPTION OF BUSINESS

General

Active Link Communications, Inc. (the "Company" or "Active Link") was
incorporated in 1983 as a Colorado corporation under the name of Communications
World International, Inc. The Company's principal executive offices are located
at 7388 South Revere Parkway, Englewood, Colorado 80112. The Company markets a
range of voice communications products and technical services to large and small
end users in the Denver, Houston and Dallas/Ft. Worth metropolitan areas. The
Company's national accounts program markets the same products and services
directly to multi-location businesses.

Interconnect Industry

Active Link's principal business is in the interconnect telephone industry,
which sells and services private telephone systems for the business user. The
interconnect industry, so-called because it involves the connection of privately
manufactured and owned equipment to local telephone systems, developed from the
divestiture of the Bell operating companies and court and regulatory rulings
allowing telephone customers to connect separately purchased equipment to
existing local telephone systems.

The interconnect industry continues to expand beyond sales of traditional
telephone equipment, with the greatest growth in sales of voice processing, data
communications, and data processing equipment.

Company Strategy

Active Link has incurred substantial losses in recent fiscal years. Active
Link's available cash and other liquid resources have been low and Active Link's
ability to expand has been impaired. The Company's business strategy is to
continue its efforts to increase revenues and improve profitability by seeking
acquisitions of companies with complementary operations.


During fiscal 2000 and 2001 Active Link completed four acquisitions:

o     In September 1999 Active Link acquired Willpower, Inc., d/b/a RMS
      Communications ("RMS") with operations in the metropolitan Dallas/Ft.
      Worth area.

o     In October 1999 Active Link acquired the operations of West-Tech
      Communications, Inc., in the Denver metropolitan area.

o     In March 2000 Active Link acquired the operations of Allstar Telecom
      Systems, a division of Allstar Systems, Inc., in the Houston metropolitan
      area.

o     In October 2000 Active Link acquired the operations of Applications
      Consultants, Inc., ("APCON") in the Denver metropolitan area.

In June 2001 Active Link entered into an agreement for a merger with Mobility
Concepts, Inc. ("Mobility"). Mobility provides mobile computing solutions to
Fortune 500 companies nationally. Mobility's products and services include
solution design, project management, hardware, installation and support.
Mobility has its headquarters in Naperville, Illinois and sales offices
nationally.



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The Company believes that the merger with Mobility will provide new avenues of
growth for the combined companies and improve the Company's ability to raise
additional working capital. The Company believes that Mobility will be able to
use Active Link's expertise in the installation and support of national projects
to manage the roll out and installation of products to Mobility's customers.

Under the merger agreement, a newly created subsidiary of Active Link will merge
into Mobility and Mobility will become a wholly-owned subsidiary of Active Link.
Completion of the merger is subject to several conditions, including completion
of audited financial statements of Mobility and the availability of additional
financing of $1,000,000. An institutional investor has provided the Company with
a proposal for the financing and is conducting its due diligence review. The
Company hopes to complete the merger in September 2001.

Company Operations

Company operations provide a variety of products and services to customers,
including:

Telephone equipment sales, installation and service, which includes sales of:

o    Key and Hybrid-Key telephone systems, designed and marketed to small to
     medium sized users who need to support from 5 to 150 users.

o    Private Branch Exchange (PBX) systems, designed to support medium to large
     users who need support from 50 to over 10,000 users.

o    Computer Telephony Integrated (CTI) systems that have integrated computer
     technologies with traditional telephone technologies. These systems provide
     most of the features of the Key system while providing features to support
     networking, voice over IP and full IP telephony capabilities. CTI systems
     meet the needs of small to medium sized users who are supporting 10 to 100
     users.

o    Products such as voice mail, automated call distribution (ACD) systems and
     unified messaging all of which can be added to the core telephone system.

PBX network engineering involving the design for linking multiple PBX systems
together into an integrated network covering multiple facilities over a wide
geographic area.

Integrated telecommunication system design, installation, remote management and
support of a wide variety of customer premise telephone equipment for companies
having multiple locations.

Design and installation of structured cabling systems for use with voice and/or
data networks. Structured cabling systems include wiring, connectors and panels
designed and installed to meet precise engineering standards in order to
optimize performance.

Project management for large installations of telephone systems which require
the management of multiple tasks and diverse resources including planning, input
from customer stake-holders, multiple equipment manufacturers, multiple
communication service providers, construction crews, moving companies, cabling
services, installation crews, training and follow-up services.

Technical consulting to provide assistance with design or trouble shooting of
complex problems.

Coordination and installation of access to long distance telephone service.

On site technical support for large installations involving Company technicians
working full time at a customer site managing the equipment.



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Discontinued Operations

In July 2001, the Company and Toshiba American Information Systems, Inc. (TAIS),
the primary vendor for the Company's franchise operation, agreed to terminate
the agreement by which the Company was authorized to sell TAIS products to the
Company's franchise network. As a result of this decision the Company can no
longer provide products to the existing franchise network of 54 franchisees in a
cost competitive manner and is therefore discontinuing franchise operations.
Active Link had discontinued sales of new franchises at April 30, 2000. In
conjunction with the termination of the authorization, the Company has
negotiated with TAIS the restructuring of existing amounts payable into a
long-term note. The term of the franchise agreement is for 10 years unless
terminated earlier. Active Link has the right to terminate any franchise in the
event of the franchisee's bankruptcy, a default under the franchise agreement,
or other events. The franchisee has the right to renew the initial term of the
agreement for an additional 10 years if, at the time of renewal, the franchisee
is in good standing and pays a successor franchisee fee in the amount of 10
percent of the franchise fee then in effect. Active Link is not required to
provide any services or products by the terms of the Franchise agreement. The
principal products purchased by franchisees through the Company in fiscal 2001
were TAIS products. With the termination of the authorization to resell TAIS
products, Active Link plans to offer its franchisees to terminate all remaining
franchise agreements in exchange for the continued right by the franchisee to
use the name CommWorld.

Competition

Active Link competes with other interconnect telephone companies on the basis of
the equipment offered by Active Link and its franchisees, price and after-sale
service.

Active Link faces intense competition from AT&T, Williams Communications, the
various former regional Bell operating companies and over 10,000 other companies
believed to be engaged in the interconnect telephone industry. Many of these
companies have resources substantially greater than those of Active Link. It can
be expected competition in the interconnect telephone industry will be intense
for the foreseeable future.

Active Link believes that it offers certain advantages to its end customers and
franchises. Active Link believes that many factors may enter into a purchase
decision by its direct customers. These factors typically include pricing,
product selection, service and support, and the ability to meet the customers'
delivery and installation requirements. Although Active Link attempts to satisfy
its prospective customers' needs in these areas, it expects to continue to
encounter significant competition from other firms.

Product Supply

Active Link currently purchases telephone systems and various peripheral
equipment from several major suppliers. Currently the Company purchases product
on a cash basis from its major supplier. Active Link continually monitors
changes in products offered by these manufacturers, as well as others, to review
its current and future product mix. Active Link's products have limited
warranties by their vendors for defects in material and workmanship.

Regulation

The Federal Communications Commission ("FCC") regulates the telephone industry.
The FCC has a registration program providing minimum specifications for
customer-owned equipment.



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The Federal Trade Commission ("FTC") requires franchisors to provide prospective
franchisees with a Uniform Franchise Offering Circular, which sets forth,
detailed information about the franchisor and the franchise program.

A number of states require a franchisor to register prior to selling franchises
in those particular states and Active Link registers its offering of the
franchise program in those states in which registration is required. In
addition, states may impose certain minimum requirements on franchises located
within that state. For example, franchises in Iowa, by law, have a three-mile
exclusive territory.

Employees

As of April 30, 2001, Active Link had approximately 164 full-time employees
involved in technical service, maintenance, installation, administration, sales,
accounting, warehousing, and franchise relations.


Special Cautionary Notice Regarding Forward-Looking Statements

This Report contains certain forward-looking statements and information relating
to the Company that is based on the beliefs of management, as well as
assumptions made by and information currently available to management. Such
forward-looking statements are principally contained in and include, without
limitation, the Company's plans for its business, including the introduction of
new products and services, expansion into new markets, and mergers and
acquisitions. In addition, in those and other portions of the Report, the words
"anticipates," "believes," "estimates," "expects," "plans," "intends" and
similar expressions, as they relate to the Company or its management, are
intended to specifically identify forward-looking statements. Such statements
reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties, and assumptions, including the risk
factors described in this Report. In addition to factors described elsewhere in
this Report, the Company specifically cautions the factors listed under the
caption "Risk Factors" could cause actual results to differ materially from
those expressed in any forward-looking statement. Should one or more of these
risks or uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated or expected. The Company does not intend to
update these forward-looking statements.


RISK FACTORS

In evaluating the Company and its business, this entire Report (including the
Exhibits) should be read carefully and special consideration given to, among
others, the following risk factors in addition to the other information
contained in this Report.

Recent Operating Losses; Accumulated Deficit; Going Concern

For the year ended April 30, 2001 ("fiscal 2001"), Active Link reported a loss
from continuing operations before taxes of $2,126,000 as compared to a loss of
$1,792,000 for the year ended April 30, 2000 ("fiscal 2000"). Active Link had an
accumulated deficit at April 30, 2001 of approximately $11,848,000 and has a
working capital deficit of $2,509,000. The Company's operations have
historically been adversely affected by a lack of working capital. The Company
uses a line of credit from a lending institution, which is limited to the extent
of available collateral. The Company's line of credit is fully utilized to the
extent of available collateral at April 30, 2001. The lack of available funding
impedes the Company's ability to fund additional equipment purchases and to
expand its business operations. The Company sold convertible notes and
restricted common stock during fiscal 2001 and proceeds were used to fund



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operations of the Company. In January 2001, the Company started making
reductions in general and administrative costs that resulted in a reduction of
approximately $80,000 of expenses per month by April 30, 2001. However, even
with the reduction of expenses, the Company still expects continued losses and
cash to be used in operating activities from the Company's current operations
during fiscal 2002. The Company currently has a definitive merger agreement with
an entity in the Chicago, Illinois area that is contingent upon certain events
occurring, including the Company raising $1,000,000 in debt/equity financing.
Management believes that the merger will increase revenues and cash flows in the
future. If the merger is ultimately unsuccessful, management of the Company
believes additional curtailment in operations is likely, including possibly
selling one or more of its divisions, if necessary, to fund the operations of
the Company during fiscal 2002. If such a sale is required, it could result in a
significant impairment of goodwill, depending on which division is sold.

Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive, complete the merger discussed above
or raise additional debt and/or equity capital. However, based on the revenue
growth and its prior demonstrated ability to raise capital, management believes
that the Company's capital resources will be adequate to continue operating and
maintain its business strategy during fiscal 2002. However, if substantial
losses continue and/or the Company is unable to raise additional capital,
liquidity problems could cause the Company to curtail operations, liquidate
assets, seek additional capital on less favorable terms and/or pursue other such
actions that could adversely affect future operations. The Company's financial
statements in this Report do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.

Changes In Technology

The interconnect industry in which Active Link operates has experienced
technological advances and, in order to satisfy customer demands, Active Link
has to offer the latest available equipment and services. Although Active Link
has established relationships with several major suppliers of telephone
interconnect equipment, in the event other suppliers offer more advanced
equipment, there is no assurance Active Link would be able to establish
satisfactory relationships with these other manufacturers.

Relationships With Suppliers

Although Active Link has established relationships with several suppliers of
telephone equipment including NEC, Nortel, Comdial, Inc., Mitel, and
Sprint/North Supply, Inc., there is no assurance Active Link will continue to be
able to maintain these relationships, and to purchase products under
advantageous terms and conditions from its suppliers. This may adversely affect
Active Link's ability to offer products to its customers. Active Link has not
been granted exclusive rights to any sales area by its suppliers, and certain
suppliers, such as Sprint, may sell directly to end users. Active Link's largest
supplier, NEC, which supplied approximately 31% of the inventory and products
purchased by Active Link for continuing operations during the year ended April
30, 2001, sells to end users and may compete with Active Link on large accounts.


Lack Of Information Regarding Acquisition Candidates

Acquisitions of other companies in the telecommunications industry is a
principal objective of Active Link. During fiscal 2001, Active Link made one
acquisition. Active Link has entered into a merger agreement with Mobility and
hopes to complete the merger in August 2001. Although management of Active Link
will endeavor to evaluate the risks inherent in any particular acquisition
candidate, there can be no assurance Active Link will properly ascertain all
such risks. Management of Active Link will have



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virtually unrestricted flexibility in identifying and selecting prospective
acquisition candidates and may have broad discretion with respect to the
specific application of proceeds of future financing.

Although Active Link intends to consider the ability of the management of a
prospective acquisition candidate in connection with evaluating the desirability
of effecting a business combination, there can be no assurance that Active
Link's assessment of management will prove to be correct. Active Link does not
intend to rely upon the assistance of outside consultants to assess the
management skills of acquisition candidates. In addition, there can be no
assurance management of the acquired companies will have the necessary skills to
manage a company intending to implement an aggressive acquisition program.

Appropriate Acquisitions May Not Be Available

Results of Active Link's business plan are affected by Active Link's ability to
identify, attract and acquire attractive acquisition candidates, which may take
considerable time. No assurances can be given whether Active Link will be
successful in identifying, attracting or acquiring desirable acquisition
candidates, whether such candidates will be successfully integrated into Active
Link, or if the acquisition candidates, once acquired, will be profitable. The
failure to complete acquisitions or to operate the acquired companies profitably
could be expected to have a material adverse effect on Active Link's business,
financial condition and results of operations.

Integration Of Acquisitions

Active Link's strategic objective, which is subject to additional financing,
anticipates an acquisition program. The success of Active Link will depend, in
part, on Active Link's ability to integrate the operations of the acquired
companies. There can be no assurance Active Link's management team will
effectively be able to oversee the combined entity and implement Active Link's
operating and growth strategies. No assurance can be given Active Link will be
able to successfully integrate any future acquisitions without substantial cost,
delays or other problems. The cost of integration could have an adverse effect
on short-term operating results. Such costs could include severance payments to
employees of such acquired companies, loss of customers, restructuring charges
associated with the acquisitions and expenses associated with the change of
control.

There can be no assurance Active Link will be able to execute successfully its
consolidation strategy or anticipate all of the changing demands that successive
consolidation transactions will impose on its management personnel, operational
and management information systems and financial systems. The integration of
newly acquired companies may also lead to diversion of management attention from
other ongoing business concerns. In addition, there can be no assurance the
rapid pace of acquisitions will not adversely affect Active Link's efforts to
integrate acquisitions and manage those acquisitions profitably. Any or all of
these factors could have a material adverse effect on Active Link's business,
financial condition or results of operations.

Risks Related To Acquisition Financing; Leverage

Active Link is currently planning to obtain additional financing. If Active Link
is successful in obtaining this financing and other financing related
specifically to acquisitions (of which there is no assurance) Active Link plans
to use a significant portion of these resources to pursue its business strategy
for growth. The timing, size and success of Active Link's acquisition efforts
and any associated capital commitments cannot be readily predicted. Active Link
currently intends to finance future acquisitions by using shares of its common
stock, cash, borrowed funds, including the issuance of promissory notes to the
sellers of the companies to be acquired, or a combination thereof. If the common
stock does not maintain a sufficient market value, or if potential acquisition
candidates are otherwise unwilling to accept common stock as



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part of the consideration for the sale of their businesses, Active Link may be
required to use more of its cash resources or more borrowed funds, in each case
if available, in order to initiate and maintain its acquisition program. Active
Link may also use preferred stock in connection with acquisitions. If Active
Link does not have sufficient cash resources, its growth could be limited unless
it is able to obtain additional capital through debt or equity financing. There
can be no assurance that Active Link will be able to obtain any additional
financing that it may need for its acquisition program on terms that Active Link
deems acceptable.

Active Link may borrow money to consummate future acquisitions or assume or
refinance the indebtedness of acquired companies if Active Link's management
deems it beneficial to Active Link. Active Link anticipates it will need to
borrow substantial funds to complete additional acquisitions, the availability
of which is not assured. Additional financing is a condition to completion of
the Mobility merger. The Company has received a proposal from an institutional
investor for debt financing of $1,000,000. Among the possible adverse effects of
borrowings are: (i) if Active Link's operating revenues after the acquisitions
are insufficient to pay debt service, there would be a risk of default and
foreclosure on Active Link's assets; (ii) if a loan agreement contains covenants
requiring the maintenance of certain financial ratios or reserves, and any such
covenant were breached without a waiver or re-negotiation of the terms of the
covenant, then the lender could have the right to accelerate the payment of the
indebtedness even if Active Link has made all principal and interest payments
when due; (iii) if the terms of a loan did not provide for amortization prior to
maturity of the full amount borrowed and the "balloon" payment could not be
refinanced at maturity on acceptable terms, Active Link might be required to
seek additional financing and, to the extent additional financing is not
available on acceptable terms, to liquidate its assets; and (iv) if the interest
rate of a loan is variable, Active Link would be subject to interest rate
fluctuations which could increase Active Link's debt service obligations.


Consideration For Operating Companies May Substantially Exceed Asset Value

The purchase price of Active Link's acquisitions will not be established by
independent appraisals, but generally through arm's length negotiations between
Active Link's management and representatives of such companies. The
consideration paid for each such company will be based primarily on the value of
such company as a going concern and not on the value of the acquired assets.
Valuations of these companies determined solely by appraisals of the acquired
assets are likely to be substantially less than the consideration paid for the
companies. No assurance can be given that the future performance of such
companies will be commensurate with the consideration paid.

Material Amount Of Intangible Assets

It is likely a substantial portion of Active Link's total assets subsequent to
the acquisitions will be goodwill. Goodwill is an intangible asset representing
the difference between the aggregate purchase price for the assets acquired and
the amount of such purchase price allocated to such assets for purposes of the
balance sheet. Under accounting rules, Active Link is required to make periodic
evaluations to determine if goodwill has been impaired by reviewing the cash
flows of acquired companies and comparing such amounts with the carrying value
of the associated goodwill. If goodwill were impaired, Active Link would be
required to write down goodwill and incur a related charge to its income. A
reduction in net income resulting from the amortization or write down of
goodwill could have an adverse impact upon the market price of the common stock.



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Hart-Scott-Rodino Requirements

Active Link's acquisition strategy may be subject to the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which could
adversely affect the pace of Active Link's acquisitions. In addition,
acquisitions of businesses in regulated industries would subject Active Link to
regulatory requirements which could limit Active Link's flexibility in growing
and operating its businesses.


Tax Considerations

As a general rule, federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. Active Link will evaluate
the possible tax consequences of any prospective business combination and will
endeavor to structure the business combination so as to achieve the most
favorable tax treatment to Active Link, the acquisition candidate and their
respective shareholders. There can be no assurance, however, the Internal
Revenue Service (the "IRS") or appropriate state tax authorities will ultimately
assent to Active Link's tax treatment of a consummated business combination. To
the extent the IRS or state tax authorities ultimately prevail in
re-characterizing the tax treatment of a business combination, there may be
adverse tax consequences to Active Link, the acquisition candidate and their
respective shareholders.


Competition For Acquisitions

Active Link expects to encounter competition in making acquisitions from other
companies with objectives similar to Active Link, as well as from companies
engaged in other acquisition type activities. Many companies have acquisition
strategies similar to Active Link in the telecommunications industry, including
companies which are attempting to effect consolidations concurrent with
conducting an initial public offering of securities. Consequently, Active Link
may expect competition in attracting acquisition candidates and the price to be
paid for such candidates may be higher than the price which would be paid in a
less competitive environment.

Even if Active Link is successful in obtaining additional financing and
completing several acquisitions, it is likely certain of its competitors will be
substantially larger than Active Link and have greater financial resources.


Volatility Of Stock Price

There has been significant volatility in the market price for Active Link's
common stock. The common stock is currently traded on the Electronic Bulletin
Board, which may discourage investor interest in trading the common stock. On
July 20, 2001, the closing bid price of Active Link's common stock was $.62 per
share. There can be no assurance the price of the common stock will remain at or
exceed current levels. Factors such as announcements relating to Active Link's
operations, acquisitions, new products and services, prices and costs of
products, sales of products, new technology offered by Active Link's
competitors, government regulation or other matters may have a significant
impact on the market price of Active Link's securities. Trading has historically
been limited and sporadic, which may contribute to volatility of the market
price.



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Regulation Of Trading In Low-Priced Securities May Discourage Investor Interest

Trading in Active Link's common stock is subject to the "penny stock" rules of
the Securities and Exchange Commission (the "SEC"). The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document
prescribed by the SEC, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations and the broker-dealer
and salesperson compensation information must be given to the customer orally or
in writing before or with the customer's confirmation. In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise
exempt from such rules, the broker-dealer must make a special written
determination the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Active Link believes the penny stock rules may discourage investor interest in,
and limit the marketability of, the common stock of Active Link.


Preferred Shares Available For Issuance; Current Acquisitions And Financing
Plans

Active Link has 3,000,000 shares of preferred stock authorized. There are
currently no shares of Preferred Stock outstanding. Shares of preferred stock
may be issued by Active Link in the future without shareholder approval and upon
such terms as the Board may determine. The rights of the holders of common stock
will be subject to and may be affected adversely by the rights of holders of any
preferred stock that may be issued in the future. The availability of preferred
stock, while providing desired flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of discouraging
a third party from acquiring control of the common stock of Active Link.


ITEM 2. DESCRIPTION OF PROPERTY

The Company leases from non-affiliates: (i) 13,173 square feet of office and
warehouse space in Englewood, Colorado, which is used for its corporate
headquarters, for approximately $15,750 per month under a lease which expires in
April, 2005, (ii) 6,000 square feet of office and warehouse space in Fort
Collins, Colorado under a lease which expires in November, 2001 for
approximately $4,800 per month and which has been subleased on substantially the
same terms as the original lease, (iii) 5,870 square feet of office space in
Dallas, Texas under a lease which expires in May, 2006 for approximately $5,135
per month, (iv) 9,000 square feet of office space in Arlington, Texas under a
lease which expires in May, 2004 for approximately $4,193 per month, (v) 3,554
square feet of space in Golden, Colorado under a lease which expires in October,
2001 for approximately $2,363 per month and which has been subleased on
substantially the same terms as the original lease, (vi) 3,260 square feet of
office space in Houston, Texas under a lease which expires in April, 2004 for
approximately $4,500 per month, (vii) 6400 square feet of office and warehouse
space in Denver, Colorado, under a lease which expires in May, 2004 for
approximately $2,240 per month, (viii) 3397 square feet of office space in
Westminster, Colorado, under a lease which expires in July, 2002 for
approximately $5,113 per month and which has been subleased on substantially the
same terms as the original lease, and (ix) approximately 7,700 square feet of
space in Englewood, Colorado for approximately $14,100 per month pursuant to a
lease, which expires in July, 2003. The Company subleased this space in January,
1999, on a recourse basis for the remainder of the lease term on substantially
the same terms as the original lease.



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ITEM 3. LEGAL PROCEEDINGS

The Company is not currently a party to any material pending or threatened legal
proceedings.


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


None


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Active Link common stock trades on the Electronic Bulletin Board system under
the symbol "ACVE". Set forth in the following table are high and low bid
quotations for each quarter in the fiscal years ended April 30, 2001 and 2000.
Trading in Active Link common stock is limited and sporadic. The quotations
below represent inter-dealer quotations without retail markups, markdowns or
commissions, and may not represent actual transactions.

<Table>
<Caption>

                            ACTIVE LINK COMMON STOCK
                              HIGH            LOW
                              ----            ---
FISCAL 2000
-----------
<S>                         <C>            <C>
July 31, 1999                 1.31           1.06

October 31, 1999              1.44            .94

January 31, 2000              2.38           1.00

April 30, 2000                5.06           1.75

FISCAL 2001
-----------

July 31, 2000                 4.25           1.19

October 31, 2000              1.69           1.06

January 31, 2001              1.56            .69

April 30, 2001                 .81            .28
</Table>


Active Link has not paid any dividends on the Active Link common stock and does
not anticipate paying cash dividends on the Active Link common stock in the
foreseeable future. Active Link is currently precluded from paying dividends
without the consent of its accounts receivable financing company.


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

The focus of the Company in the fiscal years ended April 30, 2001 ("fiscal
2001") and April 30, 2000 ("fiscal 2000") has been to improve the Company's
existing operations and continue an acquisition growth strategy. In fiscal 2000
the acquisition strategy was continued with three acquisitions, one in each of
the Denver, Dallas and Houston metropolitan areas. Further cost reductions were
accomplished by the



                                       11
<PAGE>   12

closing of the Ft. Collins, Colorado office and consolidating its operations
with two metropolitan Denver offices into a new corporate headquarters facility.
In fiscal 2001 an acquisition was completed in the Denver metropolitan area.
Additional staff consolidations resulting from the elimination of duplicate
positions created from acquisitions were completed in March 2001.



Year Ended April 30, 2001 Compared To Year Ended April 30, 2000

Total revenues were $17,033,000 and $9,786,000 for fiscal 2001 and fiscal 2000,
respectively. Active Link reported a net loss of $1,923,000 for fiscal 2001 as
compared to a net loss of $2,603,000 for fiscal 2000. The decrease of $680,000
in the net loss compared to the prior year is primarily attributable to the
prior year write off of a deferred tax asset of $1,045,000 and abandoned
acquisition costs of $139,000 related to a merger that was not completed offset
by and increase in interest expense of $314,000 and an increase in depreciation
and amortization of $97,000.

Direct equipment sales and services revenues grew from $9,666,000 in fiscal 2000
to $16,794,000 in fiscal 2001, a 174% increase. This increase includes
approximately $2,978,000 of revenue generated from the fiscal 2001 acquisition
and approximately $6,688,000 from existing operations. The net margin from
direct equipment sales was 27% in fiscal 2001 and 31% in fiscal 2000. The lower
margins are the result of an increase in large installations which have lower
margins, the impact of newly acquired operations which tend to experience lower
margins for the first three to six months after acquisition and sales to large
multi site customers where pricing is highly competitive. The terms of these
transactions were similar to the unit offering, with certain exceptions. In
addition, the Company's lack of working capital has precluded the Company from
obtaining the best terms from its suppliers. As a result, the Company has not
been able to obtain the gross margins on sales of its products and services that
are necessary for profitable operations. Active Link expects that it will
continue to incur margin pressure in connection with its direct equipment sales
and services to large multi site customers.

Selling expenses in fiscal 2001 were $1,748,000 or 10.3% of gross revenue
compared to $946,000 or 9.8% of gross revenue for fiscal 2000. This change is
reflective of the overall increase in sales volume and the increase of the sales
force from fifteen at the end of fiscal 2000 to nineteen at the end of fiscal
2001.

General and administrative expenses increased from $2,930,000 in fiscal 2000 to
$3,620,000 in fiscal 2001. As a percentage of revenue, general and
administrative expenses decreased from 30% in fiscal 2000 to 21% in fiscal 2001.
The overall increase reflects the increased size of the business including one
additional facility. The decrease in general and administrative expenses as a
percentage of revenue reflects the Company's ongoing efforts to reduce costs and
the increase in efficiency from economies of scale.

Interest expense and loan fees increased by $314,000 from $489,000 in fiscal
2000 to $803,000 in fiscal 2001. This increase includes approximately $260,000
of imputed interest costs and debt issuance costs related to warrants issued in
conjunction with convertible notes and $72,000 of interest related to increased
borrowings on the Company's revolving line of credit due to higher loan balances
and higher interest rates.

Depreciation and amortization increased by $97,000 from $370,000 in fiscal 2000
to $467,000 in fiscal 2001. This increase is principally due to the amortization
of goodwill related to the acquisition made in fiscal 2001.




                                       12
<PAGE>   13

Liquidity And Capital Resources

The Company's financial statements for the year ended April 30, 2001 have been
prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. The Company's working capital deficit increased by $866,000 from
$1,643,000 as of April 30, 2000 to $2,509,000 as of April 30, 2001. Active
Link's operations have historically been adversely affected by a lack of working
capital. Active Link uses a line of credit from a finance company, which is
limited to the extent of available collateral. Active Link's line of credit is
fully utilized to the extent of available collateral at April 30, 2001. The lack
of available funding impedes Active Link's ability to fund additional equipment
purchases and to expand its business operations. Active Link periodically seeks
additional capital, but has no firm commitments from any source and there can be
no assurance Active Link will be able to fulfill its capital needs in the
future. Moreover, due to Active Link's poor liquidity and operating results and
the absence of a Nasdaq listing for its common stock, the cost of obtaining
additional capital is expected to be significant.

In March 1999, Active Link completed an offering of 13,807.5 Units with each
Unit consisting of one share of Series H Preferred Stock and warrants to
purchase 40 shares of common stock at $3.00 per share through October 20, 2003.
Active Link received $2,761,500 in gross proceeds from this offering. All of the
shares of Series H Preferred Stock have been converted into an aggregate of
2,761,500 shares of common stock.

In October 1999 Active Link completed an offer of units of subordinated
convertible notes and warrants. Each unit consists of a $50,000 note and 20,000
warrants for a purchase price of $50,400. The note is convertible into common
stock at $1.50 per share which may be lowered under certain circumstances. Each
warrant is exercisable at $.40 per share until September 30, 2004. Active Link
received net proceeds of approximately $1,362,000 from the sale of these units.

In November 1999, additional net proceeds of approximately $722,000 were
received from the sale of notes and warrants to two institutional investors. The
terms of these transactions were similar to the unit offering, with certain
exceptions. The Company agreed to register the common stock which may be
received upon conversion of these notes. The registration statement was not
declared effective by April 30, 2000, and as a result the institutional
investors have the right to accelerate the maturity date of their notes to six
months from the date of exercise of the acceleration right. If the institutional
investors exercise the right to accelerate the maturity of their notes Active
Link will redeem their warrants at $.02 per warrant. The exercise price for
these warrants is $.60, instead of the $.40 exercise price in the units. Active
Link is also restricted in its ability to prepay these notes.

In January 2000, Active Link entered into a new revolving line of credit
agreement with a finance company. The revolving line of credit permits Active
Link to borrow up to $2,000,000 subject to certain collateral limitations.
Interest, at the rate of prime plus 3.5% per annum, is due monthly. In October
2001 the revolving line of credit was increased to $2,850,000 subject to the
original collateral limitations. The revolving line of credit is collateralized
by substantially all of the assets of Active Link. At April 30, 2001, $1,552,000
was outstanding under the line of credit.

In September 2000, the Company completed a private placement of 300,000 shares
of its common stock, receiving net proceeds of $258,000. Additionally, the
Company received net proceeds of $129,000 and $50,000 for the exercise of
outstanding warrants and options, respectively.

In October 2000, additional net proceeds of $318,000 were received from the sale
of notes to two institutional investors which had previously invested in
November 1999. The terms of these transactions



                                       13
<PAGE>   14

were similar to the unit offering, with certain exceptions. The Company agreed
to pay accrued interest on the November 1999 notes and on the new notes.

As a result of the acquisition of APCON in October 2000 and an increase in large
telephone installation projects by the Company's Texas operations, the Company
has experienced an increase in receivables, for project work that is still in
process, that cannot be used as collateral for the Company's line of credit and
an increase in project costs for which cash deposits have not been received.
Receivables which cannot be used as collateral were $93,000 at April 30, 2001,
and costs and estimated earnings in excess of billings for contracts in process
at April 30, 2001 was $1,169,000.

In June 2001 Active Link entered into an agreement for a merger with Mobility
Concepts, Inc. ("Mobility"). Mobility provides mobile computing solutions to
Fortune 500 companies nationally. Mobility's products and services include
solution design, project management, hardware, installation and support.
Mobility has its headquarters in Naperville, Illinois and sales offices
nationally. The Company believes that the merger with Mobility will provide new
avenues of growth for the combined companies and improve the Company's ability
to raise additional working capital. Completion of the merger is subject to
several conditions, including completion of audited financial statements of
Mobility and the availability of additional financing of $1,000,000. An
institutional investor has provided the Company with a proposal for the
financing and is conducting its due diligence review. The Company hopes to
complete the merger in September 2001.

In January 2001, the Company started making reductions in general and
administrative costs that resulted in a reduction of approximately $80,000 of
expenses per month by April 30, 2001. However, even with the reduction of
expenses, the Company still expects continued losses and cash to be used in
operating activities from the Company's current operations during fiscal 2002.
Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive, complete the merger discussed above
or raise additional debt and/or equity capital. However, based on the revenue
growth and its prior demonstrated ability to raise capital, management believes
that the Company's capital resources will be adequate to continue operating and
maintain its business strategy during fiscal 2002. However, if substantial
losses continue and/or the Company is unable to raise additional capital,
liquidity problems could cause the Company to curtail operations, liquidate
assets, seek additional capital on less favorable terms and/or pursue other such
actions that could adversely affect future operations. The Company's financial
statements in this Report do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.


In July 2001, in conjunction with the termination of the franchise program to
sell TAIS products, the Company negotiated a restructuring of existing amounts
payable into a long-term note. TAIS will forgive $300,000 of the amounts
payable, the Company will pay $20,000 per month with no interest for the first
twelve (12) months and $20,000 per month plus interest at 6.75% per annum for
the remaining term of the note. In addition, the Company will accelerate the
payment of the note, if in the future, the Company receives cash for any sale of
existing business units.


ITEM 7. FINANCIAL STATEMENTS

The consolidated financial statements required to be filed hereunder are
included following Part III.




                                       14
<PAGE>   15

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

None

                                    PART III

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

The directors and executive officers of the Company are as follows:

<Table>
<Caption>

Name                                Position
----                                --------
<S>                                 <C>
Samuel D. Addoms                    Director

John Jenkins                        Director

James M. Ciccarelli                 Chief Executive Officer, Chairman of the
                                    Board of Directors and Director

Lionel Brown                        President and Director

David E. Welch                      Vice President, Chief Financial Officer,
                                    Secretary and Treasurer

Phil D. Lewis                       Vice President - Texas Operations
</Table>



Samuel D. Addoms - Age 61. Mr. Addoms has been a director of the Company since
October 1992. From November, 1993 to January, 1995 he served as the Executive
Vice President of Frontier Airlines, Inc., and has served as President from
January, 1995 to present. He has also served as a Director of Frontier Airlines,
Inc., from November 1993 to present. Mr. Addoms received a BA degree from
Wesleyan University.

John Jenkins - Age 50. Mr. Jenkins has been a director of the Company since
August 2000. From November, 2000 to present, Mr. Jenkins has served as Chief
Executive Officer of Storage Area Networks, Inc. Mr. Jenkins served as Chairman
and Chief Executive Officer of TAVA Technologies Inc. from 1995 to 2000. From
1990 to 1995, Mr. Jenkins served as President of Morgan Technical Ceramics, Inc.
He currently serves as a director of Colorado MEDtech. Mr. Jenkins received a
B.S. degree from the University of Washington and a JD degree from the
University of Denver.

James M. Ciccarelli - Age 49. Mr. Ciccarelli has served as Chief Executive
Officer of the Company since July 1, 1998. He served as President and CEO of IAC
from its founding in 1997 until its merger with the Company. He has served as a
director of Birner Dental Management Services, Inc., since 1995. He also serves
as a director for Wireless Telcom, Inc. and has served in that capacity since
1993. From 1990 to 1993, Mr. Ciccarelli was the Vice President of Intelligent
Electronics and the President and CEO of its Reseller Network Division from 1987
to 1989. From 1988 to 1990, he was President of Connecting Point of America.

Lionel Brown - Age 53. Mr. Brown has served as President of the Company since
October 1998. He served as Secretary and Chief Operations Officer of IAC from
its founding in 1997 until its merger with the Company. From 1996 to 1997, he
served as the Chief Information Officer of the Reseller Network



                                       15
<PAGE>   16

Division and XL Source, two operating divisions of Intelligent Electronics, Inc.
From 1993 to 1995, he served as the Vice President of Operations and Information
Systems for Wireless Telcom, Inc. From 1989 to 1993, he held the position of
Vice President of Operations and Information Systems for the Reseller Network
Division of Intelligent Electronics, Inc.

David E. Welch - Age 54. Mr. Welch joined Active Link in February 1999. In July
1999 he became Vice President and Chief Financial Officer, Secretary and
Treasurer. During 1998 he served as Chief Information Officer for Language
Management International, Inc., a multinational translation firm located in
Denver, Colorado. From 1996 to 1997, he was Director of Information Systems for
Micromedex, Inc., an electronic publishing firm, located in Denver, Colorado.
From 1989 to 1996, he served as Director of Information Systems, for the
Reseller Division of Intelligent Electronics, Inc.

Phil D. Lewis - Age 38. Mr. Lewis joined Active Link in July 1998. In May 2001,
he became Vice President - Texas Operations of Active Link. From February 1995
to June 1998, he served as Vice President of Operations for Communications EXPO,
a telecommunications company in Dallas, Texas.

Each of the directors was elected to serve until the next annual meeting of
shareholders and until their successors have been elected and have qualified.
There are no family relationships between any director or executive officer of
the Company.

Based on a review of forms received by the Company which were submitted to the
Securities and Exchange Commission by officers and directors and 10%
shareholders of the Company, the Company believes that, during fiscal 2001,
these persons complied with all applicable filing requirements on a timely
basis.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning all compensation paid by
the Company and options granted by the Company to the Chief Executive Officer of
the Company and to each officer who earned more than $100,000, during the years
ended April 30, 2001 and 2000.

<Table>
<Caption>
                                                                                    Long-term Compensation
                                                                             -----------------------------------
                                                 Annual Compensation                 Awards            Payouts
                                         ----------------------------------  ----------------------  -----------
                                                                  Other      Restricted
Name and                                                          Annual       Stock      Options/       LTIP      All Other
Principal Position(1)           Year      Salary $    Bonus    Compensation    Awards       SARs        Payouts   Compensation
---------------------        ---------   ---------   --------- ------------  ----------   ---------    ---------  ------------


<S>                          <C>         <C>         <C>        <C>          <C>           <C>         <C>         <C>
James M. Ciccarelli, CEO          2001   $  70,123         -0-         -0-         -0-         -0-         -0-         -0-
James M. Ciccarelli, CEO          2000     129,004         -0-         -0-         -0-         -0-         -0-         -0-
Mark W. Bennett, Executive
    Vice President                2000     113,077         -0-         -0-         -0-         -0-         -0-         -0-
</Table>


(1)   The Company pays health insurance premiums for Mr. Ciccarelli. The
      aggregate amount of such compensation is less than either $50,000 or 10%
      of the total of annual salary and bonus for the above executive officers,
      which includes automobile expense of approximately $8,400. Mr. Bennett
      resigned as an officer of the Company on May 1, 2000.




                                       16
<PAGE>   17



<Table>
<Caption>

                                           Option Grants in Last Fiscal Year
                                           ---------------------------------
                                         Number of              Percent of Total
                                  Securities Underlying           Options/SAR's
                                       Options/SAR's            granted to employees          Exercise or             Expiration
Name                                    Granted (#)                in fiscal year         or base price ($/sh)           Date
--------------------            ---------------------------    ----------------------  ----------------------------   -----------
<S>                             <C>                            <C>                     <C>                            <C>
James M. Ciccarelli, CEO                   15,000                       4.2%                     $1.52                 8/29/2005
</Table>

401(k) Plan

On August 1, 1985, the Company established an Employees' Savings Plan (ESP) for
all full-time employees who have at least ninety days of continuous service and
who have attained the age of eighteen. As amended, the Company may make matching
contributions up to 50% of the participant's contribution (made via salary
reduction arrangements) as described in the ESP. In addition, the Company may
also make an annual contribution from its profits. The Company made no
contribution to the ESP in 2001 or 2000.

Stock Option and Stock Appreciation Plans

In fiscal 1998, the Company adopted the 1997 Stock Option Plan (the "97 Plan"),
pursuant to which options to purchase up to 150,000 shares of Common Stock may
be granted to employees and consultants of the Company. Additionally, the Plan
provided for the specific grant of 135,000 options to certain key employees and
consultants. Of these options, 115,000 were granted at $1.30 per share and
20,000 were granted at $1.50 per share, representing the market values on the
respective dates of grant. The options are fully vested and exercisable and will
expire in August 2001 and February 2002, respectively. No other options have
been granted under the 97 Plan.

In fiscal 1999, the Company adopted the 1998 Stock Option Plan (the "98 Plan"),
pursuant to which options to purchase up to 2,500,000 shares of Common Stock may
be granted to employees and consultants of the Company. Options to purchase
1,058,210 shares have been granted at exercise prices ranging from $.97 to $4.00
per share. Of this amount, options to purchase 613,500 shares have been granted
to officers and directors of the Company. The exercise prices for all options
have been based on the fair market value per share of the Common Stock on their
respective dates of grant.

Compensation of Directors

In fiscal 1999, the Company adopted the 1999 Non-Discretionary Stock Option Plan
(the "99 Plan"), pursuant to which options to purchase up to 300,000 shares of
common stock may be granted to non-employee directors of the Company. Options to
purchase 10,000 shares will be granted to any person becoming a director who is
not employed by the Company or any of its subsidiaries. In addition, each
non-employee director will receive options to purchase 10,000 shares annually.
If any option grant expires or terminates, all shares which were not issued
under the option grant will become available for additional awards under the
1999 Plan. The options are exercisable for five years from the date of grant.
Options to purchase 10,000 shares were granted to each of the two persons who
were non-employee directors at the fair market value on the date of grant, and
10,000 shares were granted to a non-employee director who became a director
during the fiscal year ended April 30, 2001.

The Company does not pay directors for meetings attended. During the year ended
April 30, 2001, the Company held 5 meetings of the Board of Directors and took
action at other times by written consent. Each director attended 100 percent of
the meetings held during the period he served as a director.


                                       17
<PAGE>   18






ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the persons known to the Company to own
beneficially more than five percent of the outstanding Common Stock on July 20,
2001 and information as of July 20, 2001 with respect to the ownership of equity
by each director of the Company and by all officers and directors as a group.

Certain Beneficial Owners


<Table>
<Caption>

            Name & Address of                              Shares Beneficially
            Beneficial Owner              Title of Class         Owned(1)         Percent
----------------------------------        --------------         ---------        ---------

<S>                                       <C>              <C>                    <C>
Samuel D. Addoms(2)                         Common Stock            60,625              .52%
1900 Fairfax Street
Denver, Colorado 80220

John Jenkins(3)                             Common Stock           117,789             1.00%
5235 E. Princeton Avenue
Englewood, Colorado 80110

Lionel Brown(4)                             Common Stock           763,000             6.50%
7388 S. Revere Parkway, Suite 1000
Englewood, Colorado 80112

James M. Ciccarelli(4)                      Common Stock         1,214,000            10.34%
7388 S. Revere Parkway, Suite 1000
Englewood, Colorado 80112

Steven M. Bathgate(5)                       Common Stock         1,051,087             8.96%
5350 S. Roslyn, Suite 380
Englewood, Colorado 80111

Eugene C. McColley(5)                       Common Stock           644,587             5.49%
5350 S. Roslyn, Suite 380
Englewood, Colorado 80111

Officers and Directors as                   Common Stock         2,586,914            22.04%
a Group (6 persons)(2)(6)
</Table>

(1)   Beneficial ownership results in each case from the possession of sole or
      shared voting and investment power with respect to the shares.

(2)   The number of shares set forth opposite the name of Samuel D. Addoms and
      officers and directors as a group includes options to purchase 60,000
      shares.

(3)   The number of shares set forth opposite the name of John Jenkins and
      officers and directors as a group includes options and a warrant to
      purchase an aggregate of 47,000 shares. Also included are 18,789 shares
      which underlie a convertible note in the principal amount of $25,000
      payable to Mr. Jenkins' spouse.

(4)   The number of shares set forth opposite the name of James M. Ciccarelli
      includes options to purchase 184,000 shares. The number of shares set
      forth opposite the name of Lionel Brown includes options to purchase
      118,000 shares.



                                       18
<PAGE>   19




(5)   The shares set forth opposite the names of Steven M. Bathgate and Eugene
      C. McColley include warrants to purchase 247,365 and 201,365 shares,
      respectively. Also included are 76,222 shares and 37,972 shares which
      underlie convertible notes in the principal amounts of $100,000 and
      $50,000 payable to Mr. Bathgate and Mr. McColley, respectively. Messrs.
      Bathgate and McColley are principals of Bathgate McColley Capital Group,
      LLC.

(6)   The number of shares set forth opposite the officers and directors as a
      group includes the aforementioned options to Messrs. Ciccarelli and Brown,
      as well as, options to purchase 246,500 shares for Mr. Welch and 100,000
      shares for Mr. Lewis.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The Company has used the services of Bathgate McColley Capital Group, LLC
("BMCG"), as a placement agent for offerings in 1998 and 1999 of Common Stock,
Preferred Stock and debt. During this period, BMCG sold an aggregate of
$3,137,000 in equity and debt securities on behalf of the Company. The Company
paid BMCG an aggregate of $253,667 in commissions, and issued warrants to
purchase an aggregate of 250,850 shares of Common Stock. Steven M. Bathgate and
Eugene McColley, principals of BMCG, participated as investors in these
offerings and are principal shareholders of the Company. In the Company's unit
offering completed in May 1998, Mr. Bathgate purchased 40,000 Units and Mr.
McColley purchased 40,000 Units. The purchase price was $1.25 per Unit, with
each Unit consisting of one share of common stock and one warrant exercisable at
$2.50 per share for a five year period. In the private placement completed in
March 1999, Mr. Bathgate purchased 349,250 Units and Mr. McColley purchased
194,250 Units. The purchase price for each Unit was $200, with each Unit
consisting of one share of Series H Preferred Stock and 40 warrants. Each
warrant entitles the holder to purchase one share of common stock at $3.00 share
through October 20, 2003. Each one share of Series H Preferred Stock was
converted into 200 shares of common stock upon the approval of shareholders to
an increase in the authorized shares of common stock. In July 1999 the Company
began the sale of Units of Subordinated Convertible Notes and Warrants. Mr.
Bathgate and Mr. McColley purchased 2 and 1 units, respectively. Each unit
consisted of a $50,000 Subordinated Convertible Note and 20,000 Warrants for a
purchase price of $50,400. The Company completed the offering in November 1999.
BMCG sold an aggregate of $2,200,000 in debt and warrants. The Company paid BMCG
a commission of $133,000 and issued warrants to purchase 115,000 shares of
Common Stock. In addition, BMCG was paid a consulting fee of $35,000 for
assistance with certain acquisitions made by the Company during fiscal 2000.
During fiscal 2001 the Company: (i) paid BMCG a commission of $38,000 and issued
warrants to purchase 20,571 shares of Common Stock in connection with the sale
of 300,000 shares of the Company's Common Stock; (ii) paid BMCG a commission of
$15,000 and issued warrants to purchase 7,500 shares of Common Stock in
connection with the sales of $375,000 of convertible notes; (iii) paid BMCG a
commission of $5,760 for their assistance in the early exercise of warrants; and
(iv) paid BMCG a consulting fee of $15,000 for assistance with the acquisition
made by the Company during the year. It is expected that BMCG will be paid
commissions and issued warrants upon the sale of additional securities of the
Company.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      2. Plan of Acquisition

            (a)   Plan and Agreement of Merger dated October 20, 1998 by and
                  among Interconnect Acquisition Corporation, Communications
                  World International, Inc. and IAC Acquisition Corporation. (1)



                                       19
<PAGE>   20

            (b)   Merger Agreement dated April 26, 1999 by and among Donaldson &
                  Associates, Inc. and IAC Acquisition Corporation. (1)

            (c)   Merger Agreement dated September 30, 1999 by and among
                  CommWorld Acquisition Corporation, Willpower, Inc. D/B/A/ RMS
                  Communications, and Pierre Miossec. (1)

            (d)   Asset Purchase Agreement dated October 29, 1999 between
                  Communications World International, Inc., West-Tech
                  Communications Corp. and Dave Clappisi. (1)

            (e)   Asset Purchase Agreement dated March 16, 2000 between
                  CommWorld Acquisition Corporation and Allstar Systems, Inc.
                  filed as Exhibit 2.1 to the Form 8-K dated March 16, 2000 is
                  incorporated herein by this reference.

            (f)   Merger Agreement dated September 30, 2000 by and among IAC
                  Acquisition Corporation, Communications World International,
                  Inc., Application Consultants, Inc., Timothy L. McClung,
                  Darren L. Schaefer, Warren Shawn Kissman, Timothy L. Woods and
                  Dennis J. Johanningmeier filed as Exhibit 2.1 to the Form 8-K
                  dated October 4, 2000 is incorporated herein by reference.

            (g)   Agreement dated June 1, 2001 by and among Active Link
                  Communications, Inc., ALCI Acquisition Corp., Mobility
                  Concepts, Inc., Timothy Ells, and James Ciccarelli.

       3. Articles of Incorporation and Bylaws.

            (a)   Articles of Incorporation, as amended, filed as Exhibit 3(a)
                  to the Registration Statement on Form SB-2 (File No. 33-87808)
                  is incorporated herein by this reference.

            (b)   Amended and restated bylaws.

            (c)   Articles of Amendment to the Articles of Incorporation of
                  Communications World International, Inc. filed as Exhibits 2
                  and 3 to the Form 8-K dated October 16, 1997 is incorporated
                  herein by this reference.

            (d)   Articles of Amendment to the Articles of Incorporation dated
                  August 4, 1998 filed as Exhibit 3 (d) to the report on Form
                  10-KSB for the year ended April 30, 1998 is incorporated
                  herein by this reference.

            (e)   Articles of Amendment to the Articles of Incorporation dated
                  March 23, 1999. (1)

            (f)   Articles of Amendment to the Articles of Incorporation dated
                  November 8, 2000.


      10. Material Contracts

            (a)   Current Form of Franchise Agreement. (1)

            (b)   Non-Discretionary Stock Option Plan filed as Exhibit 10(h) to
                  the Registration Statement on Form SB-2 (File No. 33-87808) is
                  incorporated herein by this reference.



                                       20
<PAGE>   21

            (c)   Telecommunications Master Dealer Agreement between Registrant
                  and Toshiba America Information Systems, Inc., dated April 1,
                  1998 filed as Exhibit 10(k) to the Report on From 10-KSB for
                  the year ended April 30, 1998 is incorporated herein by this
                  reference.

            (d)   Amended and Restated 1997 Stock Option Plan filed as Exhibit
                  10(k) to the Report on From 10-KSB for the year ended April
                  30, 1998 is incorporated herein by this reference.

            (e)   Agreement between Registrant and M.H. Meyerson and Co., Inc.,
                  dated May 20, 1997 filed as Exhibit 10(n) to the Report on
                  Form 10-KSB for the year ended April 30, 1998 is incorporated
                  herein by this reference.

            (f)   1998 Stock Incentive Plan. (1)

            (g)   1999 Non-discretionary stock option plan. (1)

            (h)   General Credit and Security Agreement dated January 29, 2000
                  with SPECTRUM Commercial Services filed as Exhibit 10 to the
                  Report on Form 10-QSB for the quarterly period ended January
                  31, 2000 is incorporated herein by this reference.

            (i)   Consulting agreement between Registrant and TKO International,
                  Inc. dated June 5, 2000 filed as Exhibit 10 to the Report on
                  Form 10-KSB for the year ended April 30, 2000 is incorporated
                  herein by this reference.

            (j)   Consulting agreement between Registrant and Bathgate McColley
                  Capital Group LLC, dated January 3, 2000 filed as Exhibit 10
                  to the Report on Form 10-KSB for the year ended April 30, 2000
                  is incorporated herein by this reference.

            (k)   Settlement Agreement and Release of Claims effective July 30,
                  2001, between Registrant and Toshiba American Information
                  Systems, Inc. and Promissory Note dated July 30, 2001, in the
                  amount of $807,536.07.

      (1) Filed as an exhibit to the Report on Form 10-SB, as amended and
      incorporated herein by this reference.

(b)   Reports on Form 8-K

No reports were filed on Form 8-K during the last quarter of the fiscal year
ending April 30, 2001.



                                       21
<PAGE>   22




                          INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>

                                                                                                            Page
<S>                                                                                                       <C>
Consolidated Financial Statements

         Independent Auditors' Report Years Ended April 30, 2001 and 2000                                    F-1
         Consolidated Balance Sheet - April 30, 2001                                                      F-2, 3
         Consolidated Statements of Operations - for the Years Ended
             April 30, 2001 and 2000                                                                         F-4
         Consolidated Statements of Stockholders' Equity - for the Years Ended
             April 30, 2001 and 2000                                                                         F-5
         Consolidated Statements of Cash Flows - for the Years Ended
            April 30, 2001 and 2000                                                                       F-6, 7
         Notes to Consolidated Financial Statements                                                       F-8-28
</Table>




                                       22
<PAGE>   23










                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Active Link Communications, Inc.
Englewood, Colorado


We have audited the accompanying balance sheet of Active Link Communications,
Inc. as of April 30, 2001, and the related statements of operations,
stockholders' equity, and cash flows for each of the years in the two year
period 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 audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Active Link
Communications, Inc. as of April 30, 2001 and the results of its operations and
its cash flows for each of the years in the two year period then ended, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a working capital deficiency. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



HEIN + ASSOCIATES LLP

Denver, Colorado
June 28, 2001


                                      F-1
<PAGE>   24
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 APRIL 30, 2001
                            (IN THOUSANDS OF DOLLARS)

<Table>
<S>                                                                          <C>
                                   ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                                                 $   148
    Trade accounts receivable, less allowance for doubtful accounts
       of $385                                                                  2,291
    Costs and estimated earnings in excess of billings on
       uncompleted contracts                                                    1,225
    Inventory                                                                   1,423
    Prepaid expenses
                                                                                   87
                                                                              -------

         TOTAL CURRENT ASSETS                                                   5,174

Property and equipment, net                                                       505
Deposits and other assets                                                         288
Intangible assets, net                                                          5,404
                                                                              -------

                                                                              $11,371
                                                                              =======
</Table>


      The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-2

<PAGE>   25



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 APRIL 30, 2001
                            (IN THOUSANDS OF DOLLARS)

<Table>

<S>                                                                   <C>
                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Trade accounts payable                                            $      4,280
    Revolving line of credit                                                 1,552
    Current portion of notes payable, including amounts due to
       related parties of $239                                                 248
    Billings in excess of costs and estimated earnings on
       uncompleted contracts                                                    56
    Costs accrued on uncompleted contracts                                     659
    Accrued expenses, deposits and other liabilities                           844
    Current portion of capital lease obligations                                44
                                                                      ------------

              TOTAL CURRENT LIABILITIES                                      7,683

LONG-TERM LIABILITIES:
    Capital lease obligations                                                   57
    Accrued Interest                                                           174
    Notes payable, including amounts due to related parties
       of $303                                                               2,526
                                                                      ------------

                                                                            10,440

COMMITMENTS AND CONTINGENCIES (NOTES 2 AND 9)

STOCKHOLDERS' EQUITY:
    Convertible preferred stock, $1.00 par value, 3,000,000
       shares authorized:
       Series C (cumulative) - 10,000 shares issued and
          outstanding in 2000 (Liquidation preference $12,400)                  --
    Common stock, no par value, 75,000,000 shares authorized;
       10,399,500 issued and outstanding shares                             11,587
    Additional paid-in capital                                               1,192
    Accumulated deficit                                                    (11,848)
                                                                      ------------

              TOTAL STOCKHOLDERS' EQUITY                                       931
                                                                      ------------

                                                                      $     11,371
                                                                      ============
</Table>


      The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-3
<PAGE>   26
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED APRIL 30, 2001 AND 2000
            (IN THOUSANDS OF DOLLARS EXCEPT EARNINGS PER SHARE DATA)

<Table>
<Caption>
                                                                              2001                 2000
                                                                          ------------         ------------
<S>                                                                       <C>                  <C>
REVENUE:
    Direct equipment and service sales                                    $     16,974         $      9,666
    Interest and other income                                                       59                  160
                                                                          ------------         ------------
                                                                                17,033                9,786
                                                                          ------------         ------------
COSTS AND EXPENSES:
    Cost of direct equipment and service sales                                  12,521                6,704
    Selling                                                                      1,748                  946
    General and administrative                                                   3,620                2,930
    Interest expense and loan fees, including related party
       interest of $66 in 2001 and $7 in 2000                                      803                  489
    Depreciation and amortization                                                  467                  370
    Abandoned acquisition costs                                                     --                  139
                                                                          ------------         ------------
                                                                                19,159               11,578
                                                                          ------------         ------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                             (2,126)              (1,792)

INCOME TAX (BENEFIT) EXPENSE                                                        76                 (957)
                                                                          ------------         ------------

LOSS FROM CONTINUING OPERATIONS                                                 (2,050)              (2,749)

DISCONTINUED OPERATIONS
    Income from discontinued operations, net of income tax expense
       of $76 in 2001 and $88 in 2000                                              127                  146
                                                                          ------------         ------------

NET LOSS                                                                        (1,923)              (2,603)

DIVIDENDS ON PREFERRED STOCK PAID IN COMMON STOCK                                   --                  202
CUMULATIVE DIVIDENDS ON PREFERRED STOCK                                             --                    1
                                                                          ------------         ------------

LOSS APPLICABLE TO COMMON STOCK                                           $     (1,923)        $     (2,806)
                                                                          ============         ============

LOSS PER COMMON SHARE:
    Basic and Diluted:
       Loss from continuing operations                                    $       (.21)        $       (.41)
       Income from discontinued operations                                         .01                  .02
                                                                          ------------         ------------

       Net loss                                                           $       (.20)        $       (.39)
                                                                          ============         ============

    WEIGHTED - AVERAGE NUMBER OF OUTSTANDING COMMON SHARES
    Basic and Diluted                                                        9,578,516            7,153,351
                                                                          ============         ============
</Table>

      The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-4

<PAGE>   27



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       YEARS ENDED APRIL 30, 2001 AND 2000
               (IN THOUSANDS OF DOLLARS EXCEPT SHARE INFORMATION)

<Table>
<Caption>

                                    (Note 10)
                           --------------------------
                                 Preferred Stock
                             Series B, C, F ,G,H,& I           Common Stock
                           --------------------------    -------------------------      Additional      Accumulated   Stockholders'
                              Shares         Amount         Shares        Amount     Paid-in Capital      Deficit        Equity
                           -----------    -----------    -----------   -----------   ---------------    -----------    -----------

<S>                            <C>        <C>              <C>         <C>           <C>                <C>            <C>
BALANCES, APRIL 30, 1999       586,363    $       586      6,702,571   $     7,121   $           551    $    (7,322)   $       936

Conversion of preferred
stock into common stock
as a result of
shareholder approval of
additional authorized
shares                        (576,363)          (576)       521,273           763              (202)            --            (15)

Issuance of common stock
for acquisitions                    --             --        442,050           492                --             --            492

Conversion of notes
payable                             --             --        215,000           215                --             --            215

Issuance of warrants in
conjunction with sale of
convertible notes                   --             --             --            --                18             --             18

Exercise of warrants and
options                             --             --        336,150           246                --             --            246

Issuance of warrants to
consultants                         --             --             --            --                77             --             77

Discount and issuance
costs of convertible
notes                               --             --             --            --               748             --            748

Net loss                            --             --             --            --                --         (2,603)        (2,603)
                           -----------    -----------    -----------   -----------   ---------------    -----------    -----------
BALANCES, APRIL 30, 2000        10,000             10      8,217,044         8,837             1,192         (9,925)           114

Conversion of preferred
stock into common stock
as a result of
shareholder approval of
additional authorized
shares                         (10,000)           (10)         3,342            10                --             --             --

Issuance of common stock
for acquisitions                    --             --      1,500,000         2,250                --             --          2,250

Exercise of warrants and
options                             --             --        343,499           179                --             --            179

Conversion of notes
payable                             --             --         35,615            53                --             --             53

Sale of common stock                --             --        300,000           258                --             --            258

Net loss                            --             --             --            --                --         (1,923)        (1,923)
                           -----------    -----------    -----------   -----------   ---------------    -----------    -----------

BALANCES, APRIL 30, 2001            --    $        --     10,399,500   $    11,587   $         1,192    $   (11,848)   $       931
                           ===========    ===========    ===========   ===========   ===============    ===========    ===========
</Table>


      The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-5
<PAGE>   28



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED APRIL 30, 2001 AND 2000
                            (IN THOUSANDS OF DOLLARS)

<Table>
<Caption>

                                                                               2001                 2000
                                                                           ------------         ------------
<S>                                                                        <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                               $     (1,923)        $     (2,603)
    Adjustments to reconcile to net cash used in
       operating activities, net of effect of acquisitions:
          Depreciation and amortization                                             467                  370
          Amortization of debt discount and debt issuance costs                     263                   --
          Provision for losses on accounts and notes receivable                     168                   84
          Stock options and warrant compensation                                     --                   77
          Deferred taxes                                                             --                1,045
          Changes in operating assets and liabilities:
              Trade accounts receivable                                           1,519                 (968)
              Inventories                                                          (950)                  13
              Prepaid expenses                                                       --                 (147)
              Deposits and other assets                                             141                 (147)
              Trade accounts payable                                                862                1,029
              Costs and estimated earnings in excess of billings on
                 uncompleted contracts                                           (1,225)                  --
              Billings in excess of costs and estimated earnings on
                 uncompleted contracts                                               56                   --
              Accrued expenses, deposits and other liabilities                      420                  159
                                                                           ------------         ------------
          Net cash used in operating activities                                    (202)              (1,088)
                                                                           ------------         ------------

    Income from discontinued operations
          Changes in assets                                                        (248)                (148)
          Changes in liabilities                                                     56                   13
                                                                           ------------         ------------
          Net cash used in discontinued operations                                 (192)                (135)
                                                                           ------------         ------------

NET CASH USED IN TOTAL OPERATING ACTIVITIES                                        (394)              (1,223)
                                                                           ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash acquired from acquisitions                                                 108                   --
    Capital expenditures                                                           (100)                (219)
    Acquisitions                                                                     --               (1,165)
                                                                           ------------         ------------
          Net cash used in investing activities                                       8               (1,384)
                                                                           ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net borrowings under line-of-credit agreement                                   559                  714
    Payments of notes payable                                                      (830)                (564)
    Repayment of capital lease obligations                                          (51)                 (20)
    Issuance of convertible debt                                                    375                2,218
    Exercise of options                                                              50                   --
    Exercise of warrants                                                            129                  246
    Issuance of common stock                                                        258                   --
                                                                           ------------         ------------
          Net cash provided by financing activities                                 490                2,594
                                                                           ------------         ------------

          Net increase (decrease) in cash and cash equivalents                      104                  (13)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR                                   44                   57
                                                                           ------------         ------------

CASH AND CASH EQUIVALENTS AT END OF THE YEAR                               $        148         $         44
                                                                           ============         ============
</Table>

      The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-6
<PAGE>   29
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED APRIL 30, 2001 AND 2000
                            (IN THOUSANDS OF DOLLARS)


<Table>
<Caption>

                                                                 2001              2000
                                                              ----------        ----------
<S>                                                           <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Interest paid                                             $      366        $      399

NON-CASH INVESTING ACTIVITIES:
    Business acquisitions financed by:
       Issuance of notes payable                                      --               510
    Capital acquisitions financed by leases                          115                --

NON-CASH FINANCING ACTIVITIES:
     Issuance of stock options and warrants to outside
       consultants                                                    --                77
     Conversion of note payable to common stock                       53               215
     Issuance of common stock for acquisitions                     2,250               492
     Warrant issued as debt issuance cost                             --               142
     Conversion of preferred stock to common stock                    10               763
</Table>


      The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-7
<PAGE>   30



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRESENTATION

         The consolidated financial statements presented are those of Active
         Link Communications, Inc., and its subsidiaries, CommWorld Acquisition
         Corporation, IAC Acquisition Corporation, CommWorld of Phoenix, Inc.,
         CommWorld of Seattle, Inc. and Digital Telecom, Inc. (collectively, the
         "Company" or "Active Link"). All significant intercompany balances and
         transactions have been eliminated in consolidation.

         ORGANIZATION AND NATURE OF OPERATIONS

         Active Link was incorporated under Colorado law in 1983 and has its
         principal executive offices at 7388 South Revere Parkway, Suite 1000,
         Englewood, Colorado 80112. The Company markets a range of
         communications products and technical services to directly to large and
         small end users in the Denver, Houston and Dallas/Ft. Worth
         metropolitan areas. The Company's national accounts program markets the
         same products and services directly to multi-location businesses.

         REVENUE RECOGNITION

         Direct Equipment and Service Sales

         Revenue from direct equipment and service sales is generally recognized
         upon completion of the installation of the equipment or upon completion
         of the service provided by the Company for telephone systems, voice
         processing products and related peripherals, since most contracts are
         completed as of a period end. For significant projects not complete as
         of a period end, the Company follows the percentage of completion
         method of accounting. The percentage of completion method of reporting
         income from contracts takes into account direct labor hours, the costs,
         estimated earnings, and revenue to date on contracts not yet completed.

         The amount of revenue recognized is the portion of the total project
         price that the direct labor hours incurred to date bears to the
         anticipated final total direct labor hours. Project costs include all
         labor and benefits, reimbursable hard costs, subcontract costs and
         allocations of indirect project costs. General and administrative costs
         are charged to expense as incurred.

         As long-term projects extend over one or more years, revisions in
         estimates or direct labor hours and costs and earnings during the
         course of the work are reflected in the accounting period in which the
         facts, which require the revision become known. At the time a loss on a
         project becomes known, the entire amount of the estimated ultimate loss
         is recognized in the financial statements. Costs and estimated earnings
         on projects in progress in excess of billings are classified as a
         current asset. Amounts billed in excess of costs and estimated earnings
         are classified as a current liability.



                                       F-8
<PAGE>   31



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Initial Franchise Fees

         Franchise fees are recognized upon execution of the franchise agreement
         as all material services and conditions relating to the sale have been
         substantially performed or satisfied. Direct costs associated with the
         sale, including franchisor obligations, are expensed upon the
         recognition of the related revenue.

         Royalty Fees

         Royalty fees are cost mark-up fees charged to certain franchisees that
         purchase equipment directly from suppliers with whom the Company has
         purchasing contracts. The Company is notified by the supplier when the
         franchisee makes purchases and the fees are charged to the franchisee
         and recognized as income on a monthly basis.

         Franchise Equipment Sales

         Revenue from franchise equipment sales is generally recognized when
         products are shipped. The franchisee is entitled to purchase equipment
         from or through the Company on a "cost mark-up royalty" basis; based on
         the cost to the Company of the equipment and products purchased plus a
         mark-up to the franchisee. The amount of the cost mark-up royalty
         varies by manufacturer and by the volume of purchases of the individual
         franchise.

         USE OF ESTIMATES

         The preparation of the Company's consolidated financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the amounts
         reported in these financial statements and accompanying notes. Actual
         results could differ from those estimates. The Company makes
         significant estimates concerning the valuation of its goodwill and the
         related lives. Due to uncertainties inherent in the estimation process,
         it is at least reasonably possible that these estimated lives could be
         materially revised within the next year.

         INVENTORY

         Inventory is valued at the lower of cost (first-in, first-out method)
         or estimated market value and includes used and replacement stock
         items.



                                       F-9
<PAGE>   32



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         PROPERTY AND EQUIPMENT

         Property and equipment are stated at cost. Depreciation of property and
         equipment is calculated using the straight-line method over the
         estimated useful lives (ranging from 3 to 5 years) of the respective
         assets. The cost of normal maintenance and repairs is charged to
         operating expenses as incurred. Material expenditures, which increase
         the life of an asset, are capitalized and depreciated over the
         estimated remaining useful life of the asset. The cost of properties
         sold, or otherwise disposed of, and the related accumulated
         depreciation or amortization are removed from the accounts, and any
         gains or losses are reflected in current operations.

         INTANGIBLE ASSETS

         Acquisitions of interconnect dealers have been accounted for using the
         purchase method of accounting. Under this method, the purchase price is
         allocated to assets acquired and liabilities assumed based on their
         estimated fair values as of the date of acquisition. The excess of the
         consideration paid over the fair value of net assets acquired has been
         recorded as goodwill and is amortized on the straight-line basis over
         ten to twenty years. Non-compete agreements associated with business
         acquisitions are amortized over the term of the agreement. The cost of
         an acquired customer base is amortized over five years. The Company
         reviews unamortized intangible assets whenever events or changes in
         circumstances indicate that the carrying value of the asset may not be
         recoverable. If there is an indication the carrying amount may not be
         recoverable, the Company estimates the future cash flows expected to
         result from the operation of the applicable acquisition and its
         eventual disposition. If the sum of the expected future cash flows
         (undiscounted and without interest charges) is less than the carrying
         amount of the intangible asset, the Company recognizes an impairment
         loss by reducing the unamortized cost of the intangible asset to its
         estimated fair value.


         NET LOSS PER COMMON SHARE

         The Company has adopted SFAS No.128 which establishes standards for
         computing and presenting earnings per share (EPS) for entities with
         publicly held common stock. The standard requires presentation of two
         categories of EPS - basic EPS and diluted EPS. Basic EPS excludes
         dilution and is computed by dividing income available to common
         stockholders by the weighted-average number of common shares
         outstanding for the year. Diluted EPS reflects the potential dilution
         that could occur if securities or other contracts to issue common stock
         were exercised or converted into common stock or resulted in the
         issuance of common stock that then shared in the earnings of the
         Company. Potential dilutive securities include options, convertible
         debt and warrants for the purchase of approximately 5,314,000 and
         4,920,000 shares of common stock as of April 30, 2001 and April 30,
         2000. All potential dilutive securities are antidilutive as a result of
         the Company's net loss for the years ended April 30, 2001 and April 30,
         2000. Accordingly, basic and diluted EPS are the same for each year.
         The Company accrued an imputed dividend on the convertible preferred
         stock when determining the net loss applicable to common stockholders.




                                      F-10
<PAGE>   33



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         NET LOSS PER COMMON SHARE (CONTINUED)

         In conjunction with a business acquisition, the Company is holding
         250,000 shares of its Common Stock in escrow as collateral for any
         adjustments necessary to the financial statements of the acquired
         company. These shares have not been reflected as outstanding nor
         included in the net loss per common share calculation.

         INCOME TAXES

         The Company provides for income taxes using the asset and liability
         method as prescribed by Statement of Financial Accounting Standards No.
         109, Accounting for Income Taxes. Under the asset and liability method,
         deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amount of existing assets and liabilities and their
         respective tax bases. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be recovered
         or settled. Under Statement 109, the effect on deferred tax assets and
         liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date.

         FINANCIAL INSTRUMENTS

         The Company periodically maintains cash balances at a commercial bank
         in excess of the Federal Deposit Insurance Corporation Insurance limit
         of $100,000.

         The carrying value of financial instruments potentially subject to
         valuation risk, consisting principally of cash and cash equivalents,
         accounts receivable, notes receivable, accounts payable and notes
         payable approximates fair value, because of the short-term maturity of
         these instruments or actual interest rates that approximate the
         Company's effective borrowing rate, with the exception of certain notes
         payable. These notes had a balance of $542,000 at April 30, 2001 with
         interest rates from 7% to 8%. The Company currently can not determine
         its effective borrowing rate and therefore cannot determine the fair
         value of these notes.

         COMPREHENSIVE INCOME

         Components of comprehensive income are net income and all other
         non-owner changes in equity. SFAS No. 130 requires an enterprise to (a)
         classify items of other comprehensive income by their nature in a
         financial statement, and (b) display the accumulated balance of other
         comprehensive income separately from retained earnings and additional
         paid-in capital in the equity section of a statement of financial
         position. The Company has no items of comprehensive income at April 30,
         2001 or 2000, respectively




                                      F-11
<PAGE>   34



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         RECENT PRONOUNCEMENTS

         The FASB issued SFAS No. 133, Accounting for Derivative Financial
         Instruments and Hedging Activities. SFAS No. 133, establishes
         accounting and reporting standards for derivative instruments,
         including certain derivative instruments embedded in other contracts
         and for hedging activities. SFAS No. 133 is effective for the Company
         May 1, 2001. The adoption of the standard is not expected to have a
         significant impact on the consolidated financial statements of the
         Company.

         On June 30, 2001, the FASB approved the issuance of SFAS No. 141,
         Business Combinations and SFAS No. 142, Goodwill and Other Intangible
         Assets. SFAS 141 states that all business combinations should be
         accounted for using the purchase method of accounting; use of
         pooling-of-interest method is prohibited. Accounting for the excess of
         the fair value of net assets over cost (negative goodwill), will be
         allocated to certain assets first with any remaining excess recognized
         as an extraordinary gain. SFAS No. 141 is effective for business
         combination completed after June 30, 2001. Adoption of SFAS No. 141 is
         not expected to have a material impact on the accounting for business
         acquisitions prior to July 1, 2001. SFAS No. 142 addresses the
         accounting for all purchased intangible assets but not the accounting
         for internally developed intangible assets. Goodwill will no longer be
         amortized and will be reviewed for impairment in accordance with SFAS
         No. 142. Goodwill will be tested annually and on an interim basis if an
         event or circumstance occurs between the annual tests that might reduce
         the fair value of the reporting unit below its carrying value. SFAS No
         142 is effective is for fiscal years beginning after December 31, 2001,
         with early adoption permitted. Goodwill and intangible assets acquired
         in a transaction completed after June 30, 2001 but before SFAS No. 142
         is initially applied will be accounted for in accordance with SFAS No.
         142. Therefore, amortization of goodwill acquired prior to July 1, 2001
         will cease when the Company adopts SFAS No. 142.


(2)      GOING CONCERN, RESULTS OF OPERATIONS, AND MANAGEMENT'S PLANS

         The Company's financial statements for the year ended April 30, 2001
         have been prepared on a going concern basis, which contemplates the
         realization of assets and the settlement of liabilities and commitments
         in the normal course of business. The Company has historically reported
         net losses, including reporting a loss from continuing operations of
         $2,050,000 for the fiscal year ended April 30, 2001 and has a working
         capital deficit of $2,509,000 as of April 30, 2001. The Company's
         operations have historically been adversely affected by a lack of
         working capital. The Company uses a line of credit from a lending
         institution, which is limited to the extent of available collateral.
         The Company's line of credit is fully utilized to the extent of
         available collateral at April 30, 2001. The lack of available funding
         impedes the Company's ability to fund additional equipment purchases
         and to expand its business operations. Furthermore, one of the
         Company's two major vendors has notified the Company it will only sell
         to the Company on a cash basis.




                                      F-12
<PAGE>   35



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




(2)      GOING CONCERN, RESULTS OF OPERATIONS, AND MANAGEMENT'S PLANS
         (CONTINUED)

         To address its cash flow concerns, the Company sold convertible notes
         and restricted common stock during fiscal 2001. These proceeds were
         used to fund operations of the Company. In January 2001, the Company
         started making reductions in general and administrative costs that
         resulted in a reduction of approximately $80,000 (unaudited) of
         expenses per month by April 30, 2001. However, even with the reduction
         of expenses, the Company still expects continued losses and cash to be
         used in operating activities from the Company's current operations
         during fiscal 2002. The Company currently has a definitive merger
         agreement with an entity in the Chicago, Illinois area that is
         contingent upon certain events occurring, including the Company raising
         $1,000,000 in debt/equity financing. Management believes that the
         merger will increase revenues and cash flows in the future. If the
         merger is ultimately unsuccessful, management of the Company believes
         additional curtailment in operations is likely, including possibly
         selling one or more of its divisions, if necessary, to fund the
         operations of the Company during fiscal 2002. If such a sale is
         required, it could result in a significant impairment of goodwill,
         depending on which division is sold. Additionally, the Company is in
         discussions with its other major vendor to convert $1,108,000 of
         accounts payable to a note payable (see Note 14).

         Management cannot provide assurance that the Company will ultimately
         achieve profitable operations or be cash positive, complete the merger
         discussed above or raise additional debt and/or equity capital.
         However, based on the revenue growth and its prior demonstrated ability
         to raise capital, management believes that the Company's capital
         resources will be adequate to continue operating and maintain its
         business strategy during fiscal 2002. However, if substantial losses
         continue and/or the Company is unable to raise additional capital,
         liquidity problems could cause the Company to curtail operations,
         liquidate assets, seek additional capital on less favorable terms
         and/or pursue other such actions that could adversely affect future
         operations. These financial statements do not include any adjustments
         relating to the recoverability and classification of assets or the
         amounts and classification of liabilities that might be necessary
         should the Company be unable to continue as a going concern.


(3)      BUSINESS ACQUISITIONS AND DISPOSITION

         Acquisitions

         During April 1999, the Company, through a wholly-owned subsidiary (IAC
         Acquisition Corporation), acquired Donaldson and Associates, Inc.
         (formerly doing business as CommWorld of Denver, a franchisee). The
         Company acquired inventory of approximately $70,000 and fixed assets
         with a net book value of approximately $45,000. The Company paid
         $550,000 in cash and issued notes payable in the total amount of
         $700,000 with interest at the greater of 7% or prime minus 1%. Two of
         the notes totaling $250,000 were convertible into common stock of the
         Company on the basis of $1 per share. These notes were due April 26,
         2000. During the year ended April 30, 2000, $215,000 were converted to
         common stock and the remaining balance was paid. A note for $450,000 is
         convertible into common stock of the Company at a 10% discount of the
         trailing ninety days quoted market price of the common stock. The note
         is due in five annual installments of $90,000 plus accrued interest,
         with the final installment due April 26, 2004. The acquisition was
         accounted for as a purchase and, accordingly, the purchase price was
         allocated to the assets acquired based on their estimated fair values
         as of the date of the merger. The excess of the consideration paid over
         the fair value of net assets acquired of approximately $1,135,000 was
         recorded as goodwill and is being amortized on a straight line basis
         over twenty years. In connection with the transaction the principals of
         CommWorld of Denver entered into employment and non-compete agreements
         with the Company.




                                      F-13
<PAGE>   36
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(3)      BUSINESS ACQUISITIONS AND DISPOSITION (CONTINUED)

         The employment agreements range from one to five years and call for the
         principals, among other things, to receive their regular salaries
         during the term of the agreements.

         The Company completed three acquisitions during the fiscal year ended
         April 30, 2000. During September 1999, the Company, through its wholly
         owned subsidiary, CommWorld Acquisition Corporation, acquired
         Willpower, Inc., a corporation located in Arlington, Texas, which
         conducted business under the name, RMS Communications ("RMS"). The
         Company acquired inventory of approximately $8,000 and fixed assets
         with a fair market value of approximately $17,000. The Company issued
         172,050 shares of common stock, at the market price of $1.34 per share
         on the date of closing; notes payable of $139,500 with interest at 7%
         per annum, interest payable quarterly and principal payments of $47,000
         payable annually, with the final payment due September 30, 2002; and
         cash of $225,000. The acquisition was accounted for as a purchase and,
         accordingly, the purchase price was allocated to the assets acquired
         based on their estimated fair values as of the date of the merger. The
         excess of the consideration paid over the fair value of net assets
         acquired of approximately $585,000 was recorded as goodwill and is
         being amortized on a straight line basis over twenty years. In
         connection with the transaction the principal of Willpower, Inc.
         entered into an employment agreement with the Company. The employment
         agreement is for two years and calls for the principal, among other
         things, to receive his regular salary during the term of the agreement.

         During October 1999, the Company through its wholly owned subsidiary,
         IAC Acquisition Corporation, purchased certain assets and assumed
         certain liabilities of West-Tech Communications Corp. (West-Tech). The
         Company acquired inventory of approximately $64,000, accounts
         receivable of approximately $237,000 net of accounts payable of
         approximately $88,000, and fixed assets with a fair market value of
         approximately $29,000. The Company issued 270,000 shares of its common
         stock, valued at the market price of $.98 per share; made a cash
         payment of approximately $559,000; and issued a note payable of
         $370,000 with interest at 7% per annum. Interest and principal on the
         note are payable quarterly, with the final payment due October 31,
         2004. The acquisition was accounted for as a purchase and, accordingly,
         the purchase price was allocated to the assets acquired based on their
         estimated fair values as of the date of the merger. The excess of the
         consideration paid over the fair value of net assets acquired of
         approximately $964,000 was recorded as goodwill and is being amortized
         on a straight line basis over twenty years.




                                      F-14
<PAGE>   37



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(3)      BUSINESS ACQUISITIONS AND DISPOSITION (CONTINUED)

         During March 2000, the Company through its wholly owned subsidiary,
         CommWorld Acquisition Corporation, purchased certain assets and assumed
         certain liabilities of Telecom Systems ("Telecom") a wholly owned
         business unit of Allstar Systems, Inc. The Company acquired inventory
         of approximately $50,000, and the ongoing business operations of
         Telecom. The Company made a cash payment of $250,000. In addition the
         Company agreed to provide warranty services to Telecom's customers of
         up to a maximum of $30,000. The acquisition was accounted for as a
         purchase and, accordingly, the purchase price was allocated to the
         assets acquired based on their estimated fair values as of the date of
         the merger. The excess of the consideration paid over the fair value of
         net assets acquired of approximately $230,000 was recorded as goodwill
         and is being amortized on a straight line basis over twenty years.

         During October 2000 the Company through its wholly owned subsidiary,
         IAC Acquisition Corporation completed the acquisition of Applications
         Consultants, Inc., a corporation located in Denver, Colorado. The
         Company acquired all of the issued and outstanding common stock of
         Applications Consultants, Inc. and issued 1,750,000 shares of its
         common stock, at the market price of $1.50 per share on the date of
         closing plus warrants for the purchase of 250,000 shares of common
         stock, exercisable for three years. The Company is holding 250,000
         shares of the issued common stock in escrow, pending any final
         adjustments to the financial statements. The acquisition was accounted
         for as a purchase and, accordingly, the purchase price was allocated to
         the assets acquired based on their estimated fair values as of the date
         of the merger. The excess of the consideration paid over the fair value
         of net assets acquired of approximately $2,226,000 was recorded as
         goodwill and is being amortized on a straight line basis over twenty
         years. The shares held in escrow by the Company have not been
         considered in calculating the amount of goodwill that has been
         recorded. Additional goodwill will be recorded to the extent of the
         shares released from escrow. In connection with the transaction the
         principals of Applications Consultants, Inc. entered into
         noncompetition agreements with the Company. The noncompetition
         agreements are for two years after termination of employment with the
         Company.

         The following unaudited pro forma information for the years ended April
         30, 2001 and 2000 assumes the acquisitions of RMS, West-Tech and
         Telecom occurred as of May 1, 1999 and that the acquisition of APCON
         occurred as of May 1, 2000. The pro forma results do not purport to be
         indicative of the results of operations which would actually have
         occurred had the acquisitions occurred on May 1, 2000 or May 1, 1999,
         or which may occur in the future.

<Table>
<Caption>

                                                               Years ended April 30,
                                                               ---------------------
(In Thousands)                                              2001                 2000
--------------                                          ------------         ------------

<S>                                                     <C>                  <C>
Gross revenue                                           $     19,753         $     20,160
Net loss from continuing operations                           (2,282)              (4,120)
Loss per common share from continuing operations
                                                                (.24)                (.58)
</Table>






                                      F-15
<PAGE>   38



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




(3)      BUSINESS ACQUISITIONS AND DISPOSITION (CONTINUED)

         DISPOSAL

         In July 2001, the Company and Toshiba American Information Systems,
         Inc. (TAIS), the primary vendor for the Company's franchise operation,
         agreed to terminate the agreement by which the Company was authorized
         to sell TAIS products to the Company's franchise network. As a result
         of this action by TAIS, the Company determined that it could no longer
         provide products to the franchise network of 54 franchisees in a cost
         competitive manner and was therefore discontinuing all franchise
         operations. Current and prior operations related to the franchise
         operations are reflected as discontinued operations. In conjunction
         with the termination of the authorization, the Company is negotiating
         with TAIS the restructuring of existing amounts payable into a
         long-term note (see Note 14).

(4)      COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

         The following information is applicable to uncompleted contracts for
         the year ended April 30, 2001:

<Table>
<Caption>

(In Thousands)
--------------

<S>                                                                        <C>
Cost incurred and accrued on uncompleted contracts                         $      2,213
Estimated earnings                                                                  812
                                                                           ------------

                                                                                  3,025

Less billings to date                                                             1,856
                                                                           ------------

                                                                           $      1,169
                                                                           ============

These amounts are included in accompanying balance sheets under the
following captions for the year ended April 30, 2001:

(In Thousands)
--------------

Cost and estimated  earnings in excess of billings on  uncompleted
contracts                                                                  $      1,225

Billings in excess of costs and estimated  earnings on uncompleted
contracts                                                                           (56)
                                                                           ------------

                                                                           $      1,169
                                                                           ============
</Table>






                                      F-16
<PAGE>   39
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(5)      PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at April 30, 2001:

<Table>
<Caption>


                                                             Estimated
         (In Thousands)                                     useful life
         --------------                                     -----------

<S>                                                         <C>             <C>
Furniture, fixtures and equipment                                3-5        $        683
Software                                                           5                  37
Vehicles                                                           5                 114
Leasehold improvements and other                                   5                  68
                                                                            ------------
                                                                                     902
  Less accumulated depreciation and amortization                                     397
                                                                            ------------
    Property and equipment, net                                             $        505
                                                                            ============
</Table>

         Depreciation expense for the years ended April 30, 2001 and 2000 was
         $157 and $78 respectively.

(6)      INTANGIBLE ASSETS

         Intangible assets consist of the following at April 30, 2001:

<Table>
<Caption>

                                  Amortization
         (In Thousands)              period
         --------------           -------------
<S>                               <C>                    <C>
Goodwill                             20 years            $      5,516
Goodwill                             10 years                     637
Customer base                         5 years
                                                                   43
                                                         ------------
                                                                6,196

Less accumulated amortization                                     792
                                                         ------------

     Intangible assets, net                              $      5,404
                                                         ============
</Table>


(7)      REVOLVING LINE OF CREDIT

         In January 2000 the Company entered into a new revolving line of credit
         agreement with a finance company. The revolving line of credit permits
         the Company to borrow up to $2,850,000, is due on demand and is subject
         to certain collateral limitations and significant covenants primarily
         related to capital expenditures, payment of dividends, borrowing and
         equity issuances. Interest, at the rate of prime plus 3.5% per annum,
         is due monthly. The revolving line of credit is collaterallized by
         substantially all of the assets of the Company. At April 30, 2001 and
         2000 the Company had outstanding borrowings on the line of credit of
         $1,552,000 and $993,000, respectively.





                                      F-17
<PAGE>   40



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




 (8)     NOTES PAYABLE

         Notes payable consist of the following at April 30, 2001:

<Table>
<Caption>

           (In Thousands)                                2001
           --------------                             ------------
<S>                                                   <C>
Notes payable to sellers of acquired companies
(see Note 3)                                          $        542
Convertible notes                                            2,222
Other notes payable                                             10
                                                      ------------
                                                             2,774

      Less current portion                                     248
                                                      ------------
      Non-current portion                             $      2,526
                                                      ============
</Table>


         During fiscal 2000 the Company received net proceeds of approximately
         $1,362,000 from the sale of Units of Subordinated Convertible Notes and
         Common Stock Purchase Warrants (Unit Offering). Each Unit consisted of
         a $50,000 Note and 20,000 Warrants for a purchase price of $50,400.
         Each Note is convertible into Common Stock at $1.50 per share which may
         be lowered under certain circumstances. Each Warrant is exercisable at
         $.40 per share until September 30, 2004. Principal and interest on the
         notes is due the earlier of September 30, 2002, the date of receipt of
         an equity financing in excess of $4,000,000 or the date the Company
         consummates a merger with another entity in which the Company's
         shareholders receive a minimum of $10,000,000. The notes bear interest
         at 8% per annum.

         In November 1999, additional net proceeds of approximately $722,000
         were received from the sale of Notes and Warrants to two institutional
         investors. The terms of these transactions were similar to the Unit
         offering, with certain exceptions. The Company agreed to register the
         common stock which may be received upon conversion of these notes. The
         registration statement was not declared effective by April 30, 2000,
         and as a result the institutional investors have the right to
         accelerate the maturity date of their notes to six months from the date
         of exercise of this acceleration right. If the institutional investors
         exercise the right to accelerate the maturity of their notes, the
         Company will redeem their Warrants at $.02 per Warrant. The exercise
         price for these warrants is $.60, instead of the $.40 exercise price in
         the Units. The Company is also restricted in its ability to prepay
         these notes. In October 2000, the Company sold an additional $375,000
         of Subordinated Convertible Notes, due September 30, 2002, to these
         institutional investors. In connection with this transaction the
         Company modified the interest payment terms of the Notes made in
         November 1999 and paid the accrued interest on these Notes. The Company
         also agreed to thereafter pay interest monthly on the Notes made in
         November 1999 and October 2000.



                                      F-18
<PAGE>   41



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(8)      NOTES PAYABLE (CONTINUED)

         The Company sold warrants as part of the Subordinated Convertible Note
         offering with a fair value of $606,000 to the investors in the notes.
         The estimated fair value of the warrants is treated as a discount on
         the long-term debt and is being amortized over the three year term of
         the loan. The fair values of these warrants were estimated on the dates
         of grant using the Black-Scholes pricing model with the following
         assumptions: common stock based on quoted market prices of $.8125 -
         $1.35; zero dividends; expected volatility of 102.6%; risk free
         interest rate of approximately 5.5%; and an expected life of two years.
         The balances at April 30, 2001 were:

<Table>
<Caption>

(In Thousands)
--------------
<S>                         <C>
Face value                  $      2,525
Unamortized discount                 303
                            ------------

                            $      2,222
                            ============
</Table>

         The scheduled maturities of notes payable by fiscal year, exclusive of
         the discount, are, $248,000 in 2002, $2,703,000 in 2003, and $126,000
         in 2004.


(9)      COMMITMENTS

         EMPLOYMENT AGREEMENTS

         The Company has entered into Employment Agreements (the "Agreements")
         with several individuals in connection with various business
         acquisitions during fiscal years 1999 to 2000. Generally, the terms of
         these Agreements provide for a one to five year term of employment and
         a fixed minimum amount of annual compensation and bonus-performance
         incentives. Total compensation paid under these Agreements during
         fiscal years ended April 30, 2001 and 2000 was $346,000 and $352,000,
         respectively.

         The future minimum payments required under these Agreements at April
         30, 2001 are as follows:

<Table>
<Caption>

     (In Thousands)
     --------------
<S>                   <C>
          2002        $        195
          2003                 120
          2004                 120
                      ------------
                      $        435
                      ============
</Table>

         OPERATING LEASES

         The Company leases office space and related facilities, equipment and
         vehicles under non-cancelable operating leases. Future minimum lease
         payments for such operating leases at April 30, 2001, are as follows:




                                      F-19
<PAGE>   42
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(9)      COMMITMENTS (CONTINUED)

<Table>
<Caption>


                    Minimum Lease        Amounts Due         Net Minimum
(In Thousands)         Payments        from Subleases       Lease Payments
-------------       -------------      --------------       --------------
<S>                  <C>                 <C>                 <C>
         2002        $        726        $        252        $        474
         2003                 591                 176                 415
         2004                 453                  55                 398
         2005                 281                  --                 281
         2006                  62                  --                  62
         Thereafter             6                  --                   6
                     ------------        ------------        ------------
                     $      2,119        $        483        $      1,636
                     ============        ============        ============
</Table>



         Aggregate rental expense, net of sublease rental income of $230,000 and
         $180,000, under operating leases was $429,000 and $276,000 for the
         years ended April 30, 2001 and 2000, respectively.


         CAPITAL  LEASES

         The Company leases computer equipment and vehicles under capital
         leases. At April 30, 2001, scheduled future minimum payments under
         capital leases with initial or remaining terms of one year or more are
         as follows:

<Table>
<Caption>

(In Thousands)
--------------
<S>                                                <C>
                                       2002        $      46
                                       2003               29
                                       2004               20
                                       2005                7
                                                   ---------
Total minimum lease payments                             102
Less interest                                             21
                                                   ---------
Present value of net minimum lease payments               81

Less current portion                                      26
                                                   ---------
Non-current portion                                $      55
                                                   =========
</Table>

         The following is a summary of property and equipment under capital
         leases at April 30. 2001:

<Table>
<Caption>

(In Thousands)
--------------

<S>                                        <C>
Computer equipment                         $     72
Vehicles                                         48
Accumulated amortization                        (44)
                                           --------
                                           $     76
                                           ========
</Table>

         Amortization of assets held under capital leases is included with
         depreciation expense.



                                      F-20
<PAGE>   43
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(10)    SHAREHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS

         The Company authorized the establishment and designation of shares of
         Series A, B, C, D, E, F, G, H and I Preferred Stock. There were no
         Preferred Stock shares in any series issued and outstanding at April
         30, 2001.

         The schedule on the following page summarizes the preferred stock
         activity for fiscal years ended April 30, 2001 and 2000:

<Table>
<Caption>

(In thousands, except for                Series C                     Series F                  Total Preferred Stock
-------------------------                --------                     --------                 ------------------------
share information)                   Shares         Amount         Shares         Amount         Shares         Amount
------------------                 ---------      ---------      ---------      ---------      ---------      ---------

<S>                                <C>            <C>            <C>            <C>            <C>            <C>
BALANCES, APRIL 30, 1999             371,545      $     371        214,818      $     215        586,363      $     586

Conversion of preferred
stock as a result of
shareholder approval of
additional authorized
common shares                       (361,545)          (361)      (214,818)          (215)      (576,363)          (576)
                                   ---------      ---------      ---------      ---------      ---------      ---------

BALANCES, APRIL 30, 2000              10,000             10             --             --         10,000             10
                                   ---------      ---------      ---------      ---------      ---------      ---------
Conversion of preferred
stock as a result of
shareholder approval of
additional authorized
common shares                        (10,000)           (10)            --             --        (10,000)           (10)
                                   ---------      ---------      ---------      ---------      ---------      ---------

BALANCES, APRIL 30, 2001                  --      $      --             --      $      --             --      $      --
                                   =========      =========      =========      =========      =========      =========
</Table>

         COMMON STOCK PURCHASE WARRANTS AND ACQUISITION OPTIONS

         The Company has granted warrants and acquisition options, which are
         summarized as follows:

<Table>
<Caption>

                                             April 30, 2001                    April 30, 2000
                                             --------------                    --------------
                                                         Weighted                          Weighted
                                         Number          Average            Number          Average
                                        of Shares     Exercise Price      of Shares      Exercise Price
                                        ---------     --------------      ---------      --------------

<S>                                     <C>            <C>              <C>               <C>
Outstanding, beginning of period        2,542,290      $       1.61        1,681,680      $       2.08
   Issued                                 278,071              1.50        1,221,760               .72
   Expired                                     --                --          (25,000)             1.00
   Exercised                             (293,000)              .46         (336,150)              .73
                                     ------------                       ------------
Outstanding, end of period
                                        2,527,361      $       1.74        2,542,290      $       1.61
                                     ============                       ============
</Table>






                                      F-21
<PAGE>   44



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(10)     SHAREHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS (CONTINUED)

         Warrants and acquisition options outstanding at April 30, 2001 will
         expire as follows:

<Table>
<Caption>

                                   Weighted
                    Number         Average
  Fiscal Years    of Shares    Exercise Price
--------------    ----------   --------------
<S>               <C>          <C>
      2002          310,000     $       1.24
      2003          315,000             2.34
      2004        1,140,530             2.25
      2005          613,760              .66
      2006          148,071             1.97
</Table>


         In October 1999, the Company entered into a consulting agreement with
         TKO International, Inc. (TKO). The agreement called for TKO to provide
         the company with financial public relations services. TKO received
         warrants to purchase 120,000 shares of common stock at prices from
         $1.75 to $2.40, expiring at various dates to March 2003. The warrants
         were recorded based on their fair value of $71,000. The fair values of
         these warrants were estimated on the date of grants using the
         Black-Scholes pricing model with the following assumptions: common
         stock based on quoted market price of $1.9375; zero dividends; expected
         volatility of 100.5%; risk free interest rate of approximately 5.5%;
         and an expected life of six months to a year. The value of the warrants
         were amortized over the term of the agreement, which was replaced with
         a new agreement effective March 1, 2000.

         On March 1, 2000, the Company entered into a new consulting agreement
         with TKO. TKO received $30,000 under this agreement which was replaced
         with a new agreement commencing on June 15, 2000 and expiring on
         December 15, 2000. The cash compensation was expensed over the term of
         the March 2000, agreement.

         See Notes 3 and 8 for additional warrants issued.


         OTHER RELATED PARTY TRANSACTIONS

         The Company has used the services of an investment banker ("BMCG"), as
         a placement agent for offerings in 2001 and 2000 of Common Stock,
         Preferred Stock and debt. During this period, BMCG sold an aggregate of
         $2,971,000 in equity and debt securities on behalf of the Company. The
         Company paid BMCG an aggregate of $192,000 in commissions, and issued
         warrants to purchase an aggregate of 143,071 shares of Common Stock.
         The fair values of these warrants were estimated on the date of grants
         using the Black-Scholes pricing model with the following assumptions:
         common stock based on quoted market price of $1.9375; zero dividends;
         expected volatility of 103%; risk free interest rate of approximately
         5.5%; and an expected life of two years. Two principals of BMCG,
         participated as investors in these offerings and are principal
         shareholders of the Company. In addition, BMCG was paid a consulting
         fee of $35,000 for assistance with certain acquisitions made by the
         Company during fiscal 2000.




                                      F-22
<PAGE>   45



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(11)     BENEFIT PLANS

         STOCK OPTIONS

         The Company has adopted two stock incentive plans for its employees and
         consultants. The 1997 Stock Option Plan provides for the reservation of
         150,000 shares of the Company's Common Stock. Pursuant to the terms of
         the 1997 Plan, options may be granted to employees of the Company and
         consultants to the Company. In addition to the shares reserved under
         the Plan for future issuance, there was a specific grant of 135,000
         options to certain employees, directors and consultants. Options to
         purchase 115,000 shares are exercisable at $1.30 per share and options
         to purchase 20,000 shares are exercisable at $1.50 per share, the
         quoted market values of the Common Stock on the respective dates of
         grant. The specific grants are fully vested and will expire in August
         2001 and February 2002 respectively.

         The 1998 Stock Incentive Plan provides authority for the grant of
         options to purchase up to 2,500,000 shares of common stock. Options are
         granted at the quoted market value on the date of grant. The options
         granted are either exercisable immediately or become exercisable over a
         three-year period and must be exercised within five years from the date
         of grant. At April 30, 2001, the Company had 802,260 options
         outstanding to purchase common stock at prices ranging from $.70 to
         $4.00 per share, with expirations occurring through January of 2006.
         All options under the 1998 Plan were issued at the quoted market value
         on the date of grant.

         In fiscal year 1999, the Company adopted the 1999 Non-discretionary
         Stock Option Plan (the "1999 Plan"), pursuant to which options to
         purchase up to 300,000 shares of Common Stock could be granted to
         non-employee directors of the Company. Options to purchase 10,000
         shares will be granted to any person becoming a director who is not
         employed by the Company or any of its subsidiaries. In addition, each
         non-employee director will receive options to purchase 10,000 shares
         annually commencing February 1, 2000 and ending February 1, 2004.
         Options are granted at the quoted market value on the date of grant.
         The options granted under the 1999 Plan are immediately exercisable and
         must be exercised within five years from the date of grant. If any
         option grant expires or terminates, all shares which were not exercised
         under the option grant will become available for additional awards
         under the 1999 Plan. At April 30, 2001, the Company had 50,000 options
         outstanding to purchase common stock at prices ranging from $.69 to
         $1.88 per share, with expirations occurring through January of 2006.
         All options granted under the 1999 Plan were issued to non-employee
         directors at the quoted market value on the date of grant.





                                      F-23
<PAGE>   46



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(11)     BENEFIT PLANS (CONTINUED)

         The following is a summary of the status of options granted under the
above plans:

<Table>
<Caption>

(In thousands, except for      Number         Aggregate      Weighted Average
share information)            of Shares     Exercise Price    Exercise Price
-------------------------    -----------    --------------   ----------------

<S>                          <C>            <C>              <C>
Balances, April 30, 1999         510,750      $   717,275      $      1.40
Granted                          435,460          735,806             1.69
Expired                         (118,367)        (204,065)            1.72
                             -----------      -----------
Balances, April 30, 2000         827,843      $ 1,249,016             1.51
Granted                          358,750          422,035             1.17
Expired                         (148,834)        (239,014)            1.61
Exercised                        (50,499)         (50,565)            1.00
                             -----------      -----------
Balances, April 30, 2001         987,260      $ 1,381,472             1.40
                             ===========      ===========
</Table>

         The weighted average exercise price of options granted during fiscal
         years 2001 and 2000 was $ 1.17 and $1.69 per share, respectively. All
         options were granted at quoted market values for periods presented. The
         weighted fair value of the options granted were $1.01 for the year
         ended April 30, 2001.

         Options outstanding at April 30, 2001 will expire as follows:

<Table>
<Caption>

                                 Weighted
                    Number        Average
Fiscal Years      of Shares    Exercise Price
------------     ----------    --------------
<S>                  <C>            <C>
     2002            135,000        1.33
     2004            209,250        1.35
     2005            323,510        1.76
     2006            319,500        1.10
</Table>





                                      F-24
<PAGE>   47



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




(11)     BENEFIT PLANS (CONTINUED)

            The Company has adopted the disclosure-only provisions of Statement
         of Financial Accounting Standards No. 123 (SFAS 123), Accounting for
         Stock-Based Compensation. Accordingly, no compensation cost has been
         recognized. Had compensation costs for these option plans been
         determined based on the fair value at the grant date for options
         granted in 2000 and 1999, consistent with the provisions of SFAS 123,
         the Company's net loss and net loss per share applicable to common
         stock for 2000 and 1999 would have been the pro forma amounts indicated
         below:

<Table>
<Caption>
         (In thousands, except for share
         information)
                                                      2001               2000
                                                   ------------      ------------
         <S>                                       <C>               <C>
         Net loss applicable to common stock -
             as reported                           $     (1,923)     $     (2,806)
         Net loss applicable to common stock -
             pro forma                                   (2,146)           (2,958)
         Loss per common share -
              as reported                                  (.20)             (.39)
         Loss per common share -
              pro forma                                    (.22)             (.42)
</Table>


         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         assumptions:

<Table>
<Caption>
                                    2001              2000
                                 -----------      -----------
         <S>                     <C>              <C>
         Risk-fee interest                 6%             5.5%
         Expected life               3 years          3 years
         Expected volatility             175%       98% - 104%
         Expected dividend       $         0      $         0
</Table>

         The following table summarizes the stock options outstanding at April
30, 2001:

<Table>
<Caption>

                                       Options Outstanding                        Options Exercisable
                                  -------------------------------        -----------------------------------
              Range of              Number       Weighted Average             Number        Weighted Average
           Exercise Prices        Outstanding     Exercise Price            Exercisable      Exercise Price
         ------------------       -----------  ------------------        --------------  -------------------
<S>                               <C>          <C>                       <C>             <C>
           $  0.97 - 1.00            187,100        $   0.84                    103,198      $     0.93
              1.01 - 1.30            406,110            1.16                    230,255            1.22
              1.31 - 1.50            226,550            1.46                    175,594            1.48
              1.51 - 4.00            167,500            2.53                     68,996            2.42
                                 -----------                                -----------
           $  0.97 - 4.00            987,260        $   1.40                    578,043      $     1.39
                                 ===========                                ===========
</Table>





                                      F-25
<PAGE>   48



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(11)     BENEFIT PLANS (CONTINUED)

         401(k) PLAN

         On August 1, 1985, the Company established an Employees' Savings Plan
         (ESP) for all full-time employees who have at least ninety days of
         continuous service and who have attained the age of eighteen. The
         Company may make matching contributions of up to 50% of the
         participant's contribution, made via salary reduction arrangements, as
         described in the ESP. In addition, the Company may also make an annual
         contribution from its profits. The Company made no contributions to the
         ESP in fiscal 2001 or 2000.

(12)     INCOME TAXES

         There was no income tax expense attributable to income from operations
         for the years ended April 30, 2001 and 2000 due to losses incurred from
         operations. The Company's net deferred tax asset for future deductions
         and its net operating loss carryforward in excess of future taxable
         amounts is offset by a valuation allowance. The tax effects of
         temporary differences that give rise to significant portions of the
         deferred tax assets and liabilities at April 30, 2001 and 2000 are as
         follows:

<Table>
<Caption>

(In Thousands)                          2001                  2000
--------------                       ------------      ------------
<S>                                  <C>               <C>
Net operating loss carryforwards     $      3,771      $      3,311
Allowance for doubtful accounts                89                87
Allowance for obsolete inventory                8                --
Amortization of goodwill                   (1,043)             (253)
Other, net                                     23               (13)
                                     ------------      ------------

     Total gross deferred taxes             2,848             3,132
     Valuation allowance                   (2,848)           (3,132)
                                     ------------      ------------

     Net deferred taxes              $          0      $          0
                                     ============      ============
</Table>

         The valuation allowance decreased by approximately $284,000 in fiscal
         year 2001 and increased by approximately $1,500,000 in fiscal 2000.

         In accordance with the provisions of Internal Revenue Code Section 382,
         based upon the Company's change in control resulting from the issuance
         of equity securities, utilization of the Company's net operating loss
         carryforwards is estimated to be limited. At April 30, 2001 the Company
         had aggregate net operating loss carryforwards of approximately
         $10,109,000 for income tax purposes, which expire in varying amounts
         from 2005 through 2015. Generally, these operating losses are available
         to offset future federal and state taxable income. The Company, as of
         April 30, 2001, has a valuation allowance for its entire net operating
         loss as it cannot determine if it is more likely than not that it will
         be utilized.




                                      F-26
<PAGE>   49



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




(12)     INCOME TAXES (CONTINUED)

         Total income tax expense (benefit) differed from the amounts computed
         by applying the U.S. Federal statutory tax rates to pre-tax income as
         follows:

<Table>
<Caption>

                                                    For the Years Ended April 30,
                                                    -----------------------------
(In Thousands)                                        2001               2000
--------------                                     ------------      ------------
<S>                                                <C>               <C>
Total expense (benefit) computed by applying
the U.S. statutory rate                            $       (640)     $       (516)
State income taxes, net of Federal tax benefit              (58)              (62)
Effect of valuation allowance                                --             1,623
                                                   ------------      ------------

                                                   $       (698)     $      1,045
                                                   ============      ============
</Table>


(13)     CERTAIN RISKS AND CONCENTRATIONS

         The Company's products are concentrated in the telephone interconnect
         industry, which is highly competitive and rapidly changing. Significant
         technological changes in the industry could affect operating results
         adversely. The Company's inventories include spare parts and
         components, which are specialized in nature and subject to
         technological obsolescence.

         While the Company has programs to minimize the required inventories on
         hand and considers technological obsolescence in estimating required
         allowances to reduce recorded amounts to market values, such estimates
         could change in the future.

(14)     SUBSEQUENT EVENTS

         MERGER

         In June 2001 Active Link entered into an agreement for a merger with
         Mobility Concepts, Inc. ("Mobility"). Mobility provides mobile
         computing solutions to Fortune 500 companies nationally. Mobility's
         products and services include solution design, project management,
         hardware, installation and support. Mobility has its headquarters in
         Naperville, Illinois and sales offices nationally.

         Under the merger agreement, a newly created subsidiary of Active Link
         will merge into Mobility and Mobility will become a wholly-owned
         subsidiary of Active Link. Completion of the merger is subject to
         several conditions, including completion of audited financial
         statements of Mobility and the availability of additional financing of
         $1,000,000. An institutional investor has provided the Company with a
         proposal for the financing and is conducting its due diligence review.
         The Company hopes to complete the merger in August 2001.





                                      F-27
<PAGE>   50



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(14)     SUBSEQUENT EVENTS (CONTINUED)

         ACCOUNTS PAYABLE RESTRUCTURING

         In July 2001, in conjunction with the termination of the franchise
         program the Company negotiated a restructuring of existing amounts
         payable into a long-term note. The vendor will forgive $300,000 of the
         amounts payable, the Company will pay $20,000 per month with no
         interest for the first twelve (12) months and $20,000 per month plus
         interest at 6.75% per annum for the remaining term of the note. In
         addition, the Company will accelerate the payment of the note, if in
         the future, the Company receives cash for any sale of existing business
         units.




                                      F-28
<PAGE>   51



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS







                                   SIGNATURES

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

         Dated: August 13, 2001

                                          ACTIVE LINK COMMUNICATIONS, INC.
                                            (a Colorado Corporation)


                                          By: /s/  James M. Ciccarelli
                                              ----------------------------------
                                              James M. Ciccarelli, Chief
                                              Executive Officer


In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Dated: August 13, 2001                    By:  /s/  Lionel Brown
                                               ---------------------------------
                                               Lionel Brown, President and
                                               Director


Dated: August 13, 2001                    By:  /s/  David E. Welch
                                               ---------------------------------
                                               David E. Welch, Vice President,
                                               Secretary, Treasurer and Chief
                                               Financial Officer


Dated: August 13, 2001                    By:  /s/  Samuel D. Addoms
                                               ---------------------------------
                                               Samuel D. Addoms, Director


Dated: August 13, 2001                    By:  /s/  John Jenkins
                                               ---------------------------------
                                               John Jenkins, Director


Dated: August 13, 2001                    By:  /s/  James M. Ciccarelli
                                               ---------------------------------
                                               James M. Ciccarelli, Chief
                                               Executive Officer, Chairman of
                                               the Board of Directors and
                                               Director

<PAGE>   52

                                 EXHIBIT INDEX

<Table>
<Caption>

     EXHIBIT
     NUMBER            DESCRIPTION
     ------            -----------
<S>               <C>
      2. Plan of Acquisition

            (a)   Plan and Agreement of Merger dated October 20, 1998 by and
                  among Interconnect Acquisition Corporation, Communications
                  World International, Inc. and IAC Acquisition Corporation. (1)

            (b)   Merger Agreement dated April 26, 1999 by and among Donaldson &
                  Associates, Inc. and IAC Acquisition Corporation. (1)

            (c)   Merger Agreement dated September 30, 1999 by and among
                  CommWorld Acquisition Corporation, Willpower, Inc. D/B/A/ RMS
                  Communications, and Pierre Miossec. (1)

            (d)   Asset Purchase Agreement dated October 29, 1999 between
                  Communications World International, Inc., West-Tech
                  Communications Corp. and Dave Clappisi. (1)

            (e)   Asset Purchase Agreement dated March 16, 2000 between
                  CommWorld Acquisition Corporation and Allstar Systems, Inc.
                  filed as Exhibit 2.1 to the Form 8-K dated March 16, 2000 is
                  incorporated herein by this reference.

            (f)   Merger Agreement dated September 30, 2000 by and among IAC
                  Acquisition Corporation, Communications World International,
                  Inc., Application Consultants, Inc., Timothy L. McClung,
                  Darren L. Schaefer, Warren Shawn Kissman, Timothy L. Woods and
                  Dennis J. Johanningmeier filed as Exhibit 2.1 to the Form 8-K
                  dated October 4, 2000 is incorporated herein by reference.

            (g)   Agreement dated June 1, 2001 by and among Active Link
                  Communications, Inc., ALCI Acquisition Corp., Mobility
                  Concepts, Inc., Timothy Ells, and James Ciccarelli.

       3. Articles of Incorporation and Bylaws.

            (a)   Articles of Incorporation, as amended, filed as Exhibit 3(a)
                  to the Registration Statement on Form SB-2 (File No. 33-87808)
                  is incorporated herein by this reference.

            (b)   Amended and restated bylaws.

            (c)   Articles of Amendment to the Articles of Incorporation of
                  Communications World International, Inc. filed as Exhibits 2
                  and 3 to the Form 8-K dated October 16, 1997 is incorporated
                  herein by this reference.

            (d)   Articles of Amendment to the Articles of Incorporation dated
                  August 4, 1998 filed as Exhibit 3 (d) to the report on Form
                  10-KSB for the year ended April 30, 1998 is incorporated
                  herein by this reference.

            (e)   Articles of Amendment to the Articles of Incorporation dated
                  March 23, 1999. (1)

            (f)   Articles of Amendment to the Articles of Incorporation dated
                  November 8, 2000.


      10. Material Contracts

            (a)   Current Form of Franchise Agreement. (1)

            (b)   Non-Discretionary Stock Option Plan filed as Exhibit 10(h) to
                  the Registration Statement on Form SB-2 (File No. 33-87808) is
                  incorporated herein by this reference.
</Table>

<PAGE>   53
<Table>
<S>               <C>

            (c)   Telecommunications Master Dealer Agreement between Registrant
                  and Toshiba America Information Systems, Inc., dated April 1,
                  1998 filed as Exhibit 10(k) to the Report on From 10-KSB for
                  the year ended April 30, 1998 is incorporated herein by this
                  reference.

            (d)   Amended and Restated 1997 Stock Option Plan filed as Exhibit
                  10(k) to the Report on From 10-KSB for the year ended April
                  30, 1998 is incorporated herein by this reference.

            (e)   Agreement between Registrant and M.H. Meyerson and Co., Inc.,
                  dated May 20, 1997 filed as Exhibit 10(n) to the Report on
                  Form 10-KSB for the year ended April 30, 1998 is incorporated
                  herein by this reference.

            (f)   1998 Stock Incentive Plan. (1)

            (g)   1999 Non-discretionary stock option plan. (1)

            (h)   General Credit and Security Agreement dated January 29, 2000
                  with SPECTRUM Commercial Services filed as Exhibit 10 to the
                  Report on Form 10-QSB for the quarterly period ended January
                  31, 2000 is incorporated herein by this reference.

            (i)   Consulting agreement between Registrant and TKO International,
                  Inc. dated June 5, 2000 filed as Exhibit 10 to the Report on
                  Form 10-KSB for the year ended April 30, 2000 is incorporated
                  herein by this reference.

            (j)   Consulting agreement between Registrant and Bathgate McColley
                  Capital Group LLC, dated January 3, 2000 filed as Exhibit 10
                  to the Report on Form 10-KSB for the year ended April 30, 2000
                  is incorporated herein by this reference.

            (k)   Settlement Agreement and Release of Claims effective July 30,
                  2001, between Registrant and Toshiba American Information
                  Systems, Inc. and Promissory Note dated July 30, 2001, in the
                  amount of $807,536.07.
</Table>


      (1) Filed as an exhibit to the Report on Form 10-SB, as amended and
      incorporated herein by this reference.