U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                For the Quarterly Period Ended September 30, 2001

                           Commission File No. 1-11282

                             PRIMELINK SYSTEMS, INC.
                             -----------------------
                 (Name of Small Business Issuer in Its Charter)

          Delaware                                        72-1186845
          ---------                                       ----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)


                     10135 Hereford Road, Folsom, Louisiana
                                      70437
               (Address of Principal Executive Offices) (Zip Code)

                                 (985) 796-5806
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

         ---------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                     Report)
                                    --------

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

                               Yes __X___ No ____

     APPLICABLE ONLY TO USERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

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

                                Yes _____ No ____


                      APPLICABLE ONLY TO CORPORATE ISSUERS


         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 6,481,223 shares of Common
Stock at November 12, 2001.



<PAGE>





                             PRIMELINK SYSTEMS, INC.


                                      INDEX


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

Balance Sheets - September 30, 2001, and December  31, 2000

Statement of Operations - Three Months Ended September 30, 2001 and Three Months
Ended September 30, 2000; Nine Months Ended September 30, 2001, and Nine Months
Ended September 30, 2000

Statements of Cash Flows - Nine Months Ended September 30, 2001, and Nine Months
Ended September 30, 2000

Notes to Financial Statements


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


PART II.  OTHER INFORMATION




<PAGE>



                                     PART I
                              FINANCIAL INFORMATION
Item 1. Financial Statements
                             PRIMELINK SYSTEMS, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                     ASSETS
                                                                         September 30,         December 31,
                                                                              2001                2000
                                                                              ----                 ----
                                                                          (unaudited)
CURRENT ASSETS:
<S>                                                                        <C>                        <C>
  Cash and short term investments                                          $     2,062                6,713
  Accounts receivable (net of allowance of $109,417 at
   September 30, 2001, and December 31, 2000)                                5,530,031            1,182,771
  Costs and Estimated Earnings in Excess of
     Billings on Uncompleted Contracts                                       1,190,741            1,071,122
  Work In Progress                                                           8,435,798            7,588,369
  Advances to Shareholders                                                     155,803               23,822
  Deferred Tax Asset                                                           375,874              375,874
  Prepaid Expenses                                                             245,050               25,550
                                                                           -----------          -----------
          Total Current Assets                                              15,935,359           10,274,221

PROPERTY, PLANT, AND EQUIPMENT, net                                            765,670              932,649

NOTES RECEIVABLE FROM STOCKHOLDER                                               42,500               42,500

OTHER ASSETS (net of accumulated amortization of
  $101,992 at September 30, 2001 and $56,095 at December 31,2000)              109,766              205,663
                                                                           -----------          -----------

                                                                           $16,853,295          $11,455,033
                                                                           ===========          ===========



              The accompanying notes are an integral part of these
                             financial statements.


<PAGE>



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                                               $ 12,049,511           $  7,721,390
  Notes payable                                                                             1,009,130                540,606
  Due to Affiliates                                                                           218,434                209,886
                                                                                         ------------           ------------
          Total current liabilities                                                        13,277,074              8,471,882



LONG-TERM LIABILITIES:
  Notes payable                                                                               165,312                299,465
                                                                                         ------------           ------------
               Total Liabilities                                                           13,442,386              8,771,347
                                                                                         ------------           ------------
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 20,000,000 shares authorized as of 9/30/01,
10,000,000 shares authorized as of 12/31/01, 6,381,223 and 6,025,723 issued and
outstanding as of September 30, 2001, and December 31, 2000 respectively
                                                                                                6,381                  6,025
  Additional paid-in-capital                                                                5,968,173              5,376,341
  Retained earnings (deficit)                                                              (2,560,646)            (2,695,680)
  Less: Cost of Treasury Shares (2,000)                                                        (3,000)                (3,000)
                                                                                         ------------           ------------
                                                                                            3,410,908              2,683,686
                                                                                         ------------           ------------
                                                                                         $ 16,853,295           $ 11,455,033
                                                                                         ============           ============
</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.


<PAGE>

                             PRIMELINK SYSTEMS, INC.
                             STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                   Three Months Ended           Nine Months Ended
                                                                     September 30,                September 30,
                                                                 2001             2000         2001           2000
                                                                 ----             ----        -----           ----
<S>                                                          <C>            <C>            <C>            <C>
SALES                                                        $ 3,094,594    $ 1,060,775    $ 6,778,396    $ 5,119,975

COST OF SALES                                                  2,645,935        479,492      5,466,442      3,238,890
                                                             -----------    -----------    -----------    -----------
          Gross profit                                           448,659        581,283      1,311,954      1,881,085

OPERATING EXPENSES:
  Operating                                                      110,309         92,126        330,832        314,627
  Selling, General and administrative                            187,217        297,466        731,941        696,087
                                                             -----------    -----------    -----------    -----------
  Operating Income                                               151,133        191,691        249,181        870,371

OTHER INCOME (EXPENSES):
  Gain (loss) on Sale of Property and Equipment                     --             --           (4,032)         4,880
  Other Income                                                      --             --
  Interest Expense                                               (43,097)       (11,430)      (110,116)       (47,231)
                                                             -----------    -----------    -----------    -----------
INCOME BEFORE INCOME TAXES                                       108,036        180,261        135,033        828,020

INCOME TAX PROVISION                                                --             --             --             --
                                                             -----------    -----------    -----------    -----------
INCOME FROM CONTINUING OPERATIONS                                108,036        180,261        135,033        828,020

EXTRAORDINARY ITEM:
  Gain on Extinguishment of Debt (Net of Income Tax of $0)          --             --           90,399

NET INCOME                                                   $   108,036    $   180,261    $   135,033    $   918,419
                                                             ===========    ===========    ===========    ===========
NET INCOME PER SHARE:
  Income from Continuing Operations                                  .02            .03            .02            .15
  Extraordinary Item                                                 .00           --              .00            .02
  Net Income                                                 $       .02    $       .03    $       .02    $       .17
                                                             ===========    ===========    ===========    ===========

AVERAGE COMMON SHARES OUTSTANDING                              6,368,180      5,650,882      6,160,284      5,320,325
                                                             ===========    ===========    ===========    ===========
</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.



<PAGE>


                             PRIMELINK SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                    Nine Months Ended
                                                                                       September 30,
                                                                                 2001                  2000
                                                                                 ----                  ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>                   <C>
  Net Income                                                                $   135,033           $   918,419
  Adjustments to reconcile net income to
  net cash provided (used) by operating activities:
    Depreciation and Amortization                                               179,220               132,575
    Increase in Accounts Receivable, Net                                     (4,362,688)               38,311
    Decrease in Unbilled Receivables                                             15,428              (287,373)
    Increase in Costs and Estimated Earnings in Excess of Billings             (119,618)                 --
    Increase in Work In Progress                                               (595,241)           (1,254,682)
    (Gain) Loss on Sale of Property and Equipment                                 4,031                (4,880)
    Gain on Converting Long-Term Debt to Equity                                    --                 (90,399)
    Increase in Accounts Payable and Accrued Liabilities                      4,328,120               956,417
    Increase in Advances to Stockholders                                        (23,433)             (115,362)
    Decrease in Prepaid Expenses                                                  5,500                (3,000)
                                                                            -----------           -----------
        Net cash provided (used) by operating activities                       (433,648)              290,027

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of property, plant, and equipment                                 (17,225)             (116,501)
  Proceeds from Sale of Property                                                 46,849                 4,880
  Decrease (Increase) in Deposits                                                50,000              (125,000)
  Increase in Other Assets                                                         --                  (9,745)
                                                                            -----------           -----------
        Net cash provided/(used) by investing activities                         79,624              (246,366)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Issuance of Common Stock                                         15,000               143,557
  Acquisitions of Treasury Stock                                                   --                  (3,000)
  Proceeds from Issuance of Long-Term Debt                                    1,040,000               277,522
  Repayment of Notes Payable                                                   (705,627)             (468,874)
                                                                            -----------           -----------
        Net cash provided (used) by financing activities                        349,373               (50,795)

        Net increase in cash                                                     (4,651)               (7,134)
                                                                            -----------           -----------
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD                            6,713                 9,794
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD                            $     2,062           $     2,660
                                                                            ===========           ===========
INTEREST PAID                                                               $   110,116           $    47,231
                                                                            ===========           ===========
</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.

<PAGE>

                             PRIMELINK SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                               Nine Months Ended
                                                                                                  September 30,
                                                                                           2001                 2000
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
<S>                                                                                         <C>               <C>
Notes Payable and accrued interest for common stock and additional paid-in capital          $   --            $160,998
Common stock and additional paid-in capital exchanged for
 property, equipment, and other assets                                                      $450,000          $225,000
Advances from affiliates exchanged for common stock and paid-in-capital                     $100,000          $   --
Accounts Payable exchanged for common stock and paid-in-capital                             $ 27,188          $524,715
</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.



<PAGE>



                             PrimeLink Systems, Inc.
                          Notes To Financial Statements
                                   (unaudited)

         1. Basis of Presentation:
            ---------------------

         The financial information included herein reflects all adjustments
         which are, in the opinion of management, necessary for a fair statement
         of the results for the periods. All such adjustments, in the opinion of
         management, are of a normal recurring nature.

         The results of operations for the nine months ended September 30, 2001,
         are not necessarily indicative of the results to be expected for the
         full year.

         2. Management's Representation:
            ---------------------------

         The accompanying financial statements have been prepared assuming the
         Company will continue as a going concern. The Company has incurred
         decreases in cash flow and requires additional financing to expand it
         operations and complete its proprietary networks. These factors raise
         substantial doubt about the Company's ability to continue as a going
         concern. Management's plans to continue as a going concern rely on
         several financing arrangements it is currently pursuing and further
         described in the Liquidity and Capital Resources section. While there
         can be no assurances that these plans will be successful, management
         believes these actions will provide sufficient financial resources for
         the next twelve months and beyond. The financial statements do not
         include any adjustments that might result from the outcome of this
         uncertainty.

         3. Property, Plant, and Equipment:
            ------------------------------

         Property, plant, and equipment consist primarily of assets used in the
         underground construction business. The balance of property, plant, and
         equipment, stated at cost less accumulated depreciation, is as follows:
<TABLE>
<CAPTION>

                                    Estimated Lives        September 30,        December 31,
                                         (yrs)                 2001                2000

<S>                                                       <C>                   <C>
Land                                       --             $    27,000           $    27,000
Buildings and Improvements             10 to 30                25,193                20,093
Furniture and Equipment                  5 to 7               943,995               966,111
Vehicles                                      5               210,346               245,346
                                                          -----------           -----------
                                                          $ 1,206,534           $ 1,258,550

Accumulated Depreciation
                                                             (440,864)             (325,901)
                                                          -----------           -----------
                                                          $   765,670           $   932,649
                                                          ===========           ===========
</TABLE>
<PAGE>

4.       Income Taxes:
         ------------
         For tax reporting purposes the Company had, at December 31, 2000, net
         operating loss carryforwards of approximately $3.04 million which
         expire in 2007 through 2016.




         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                  The following is management's discussion and analysis of
         certain significant factors which have affected the Company's financial
         position and operating results during the periods included in the
         accompanying condensed financial statements.

         Introduction

                  During 1998 the Company discontinued its prior operations
         (under the name Pacesetter Ostrich Farm, Inc.) and simultaneously began
         operations in the underground construction business. The Company
         temporarily operated under the registered trade name Pacesetter
         Communications. On February 14, 2000, the Company completed its
         official corporation name change to PrimeLink Systems, Inc. The Company
         to date has been exclusively engaged in underground placement of
         telecommunications systems. Although most of its business relates to
         placement of fiber optic cable, the Company has placed other types of
         communications cable such as television cable. The Company has
         continually attracted and obtained the services of experienced
         personnel recognized within the industry in developing its management
         team.

         During 2000, the Company began developing its own underground fiber
         optic conduit systems (proprietary networks) in addition to building
         such systems for customers as a telecommunications contractor.
         Management's intention is to market the Company's proprietary networks
         to many of the same customers for which it performs contracted
         services. The Company's goal is to take advantage of the economies of
         scale which exist in the construction of multiple conduit fiber
         systems, and to pass a portion of these benefits on to its customers
         while improving margins for the Company as well.


         Results of Operations

                  For the calendar quarter ended September 30, 2001, sales
         increased by $2,033,819 from $1,060,775 for the quarter ended September
         30, 2000 to $3,094,594 for the quarter ended September 30, 2001. For
         the nine months ended September 30, 2001, sales increased by $1,658,421

<PAGE>

         from $5,119,975 for the nine months ended September 30, 2000 to
         $6,778,396 for the nine months ended September 30, 2001, or
         approximately 32%. Revenues for the current quarter ended September 30,
         2001 were increased substantially due to certain delays experienced in
         both starting and completing work in the second quarter of 2001.
         Additonally, revenues related to the year ago quarter ended September
         30, 2000, were impacted negatively related to inclimant weather, delays
         in the customers' receipt of certain building permits, and delays
         caused by engineering reroutes. The Company's gross profit for quarter
         ended September 30, 2001 decreased by $132,624 from $581,283 for the
         quarter ended September 30, 2000 to $448,659 for the quarter ended
         September 30, 2001 or approximately 22%. Gross profit for the nine
         months ended September 30, 2001, was $1,311,954, compared to $1,881,085
         for the nine months ended September 30, 2000, representing a decrease
         of $569,131, or approximately 30%. Gross profits as a percentage of
         sales decreased from 36% for the nine months ended September 30, 2000
         to 19% for the nine months ended September 30, 2001, which reflects the
         effects of more competitive pricing in the telecommunications industry
         compared to the prior year.

                  For the quarter ended September 30, 2001, operating expenses
         increased by $18,183 from $92,126 for the quarter ended September 30,
         2000, to $110,309 for the quarter ended September 30, 2001, or
         approximately 19%. Operating expenses increased from $314,627 for the
         nine months ended September 30, 2000, to $330,832 for the quarter ended
         September 30, 2001, representing an increase of $16,205, or
         approximately 5%. Such differences represent the overall increase in
         the Company's operations in the current periods associated with the
         increases in the volume of business it completed. General and
         administrative expenses for the quarter ended September 30, 2001
         decreased by $110,249 from $297,466 for the quarter ended September 30,
         2000 to $187,217 for the quarter ended September 30, 2001, or
         approximately 37%. General and administrative expenses increased by
         $35,854, or 5%, from $696,087 for the nine months ended September 30,
         2000, to $731,941 for the nine months ended September 30, 2001. The
         reductions in general and administrative expenses for the current
         quarter ended September 30, 2001, represent certain cost cutting
         measures taken by management in light of the more competitive
         environment within the telecommunications industry. Additionally, the
         prior year figures contained certain administrative costs related to
         establishing the Company's ability to perform work as a
         telecommunications contractor in numerous states which were not as
         substantial in the current quarter.

                  The Company produced a net profit for the quarter ended
         September 30, 2001 of $108,036 or $0.02 per share, compared with a net
         profit of $180,261 or $0.03 per share for the quarter ended September
         30, 2000. The Company produced a net profit of $135,033 or $0.02 per
         share for the nine months ended September 30, 2001, compared to a net
         profit of $918,419 or $0.17 per share for the nine months ended
         September 30, 2000. The reductions in net profits for both the quarter
         and the nine months ended September 30, 2001, were mostly attributable
         to more competitive pricing as a result of the more competitive
         environment within the telecommunications industry. As a result of
         current industry conditions, management has priced its work more
         competitively, maintained strict cost controls over its operations, and
         made certain reductions in its general and administrative costs
         compared to the prior year.

<PAGE>

         Liquidity and Capital Resources

                  Net cash used by operating activities was $433,648 for the
         period ended September 30, 2001, compared to cash provided of $290,027
         for the period ended September 30, 2000, mostly as a result of the
         increase in accounts receivable and work in progress in the current
         quarter, as well as reductions in net income, compared to the same
         period in the prior year. Cash provided/(used) by investing activities
         increased to cash provided of $79,624 from cash used of $(246,366)
         reflecting decreases in deposits and equipment acquisitions in the
         prior period as compared to the current period. Net cash provided by
         financing activities increased from cash used of $50,795 for the period
         ended September 30, 2000 to cash provided of $349,373 for the period
         ended September 30, 2001, reflecting substantial increases in proceeds
         from notes payable related to the expansion of the Company's working
         capital lines of credit during the current year. Cash and short term
         investments for the Company decreased from $2,660 at September 30, 2000
         to $2,062 at September 30, 2001, reflecting the differences described
         above.

                  During the current year the Company has increased its working
         capital lines of credit as a means to continue the expansion of its
         operations. At this time the Company is continuing to pursue additional
         working capital through either debt or equity instruments as a means to
         provide expansion capital for both its traditional construction
         business as well as its proprietary infrastructure systems. With
         respect to these proprietary networks, management is planning to
         complete certain financings during the fourth calendar quarter of 2001
         which will facilitate the completion of certain of its proprietary
         networks located in Louisiana along Interstate 49. Such working capital
         should allow the Company to deliver completed systems to customers that
         management expects will complete purchases during the first half of
         2002.

                  During the past several years, the telecommunications and
         other technology industries have experienced unparalleled growth.
         During this time the Company has been able to increase its telecom
         services business from $2M in calendar year 1999 to nearly $7M for the
         nine months ended September 30, 2001. During the current calendar year
         the industry has experienced a significant decrease in its rate of
         growth, with individual sectors falling from 40 - 80% annual growth
         rates, to current and projected rates of 15 - 20% for calendar year
         2001 - 2003. In effect the industry is moving back to a more normal
         growth rate. Management believes that its current low capitalization
         and low overhead relative to its competition will enable the Company to
         grow within this environment.

                  On November 7, 2001, the Company announced the acquisition of
         FiberOneTel Services, Inc., of Sulfur Springs, Texas for 1.5 million
         shares of common stock. FiberOneTel is a full service contractor that
         provides a variety of design and installation services to the cable
         television, telephone, utilities, fiber optic and data transmission
         industries. The work FiberOneTel performs is complementary to the type
         of work in which the Company is engaged. The transaction is expected to
         be immediately accretive. Management believes it will achieve at least
         30% top line growth from this transaction over the next twelve months,
         at improved bottom line profits more in line with the Company's 1999
         operating results. The Company expects to explore additional
         acquisitions with an emphasis on contract backlog and customer base. As
         with FiberOneTel, management plans to focus on companies that are
         producing net positive cash flow in their operating results. Currently
         FiberOneTel's customer/client list includes AT&T, General Dynamics, and
         Touch America (see Montana Power Co.).
<PAGE>

                  Since 1998 management has facilitated growth through a
         combination of financing and sub-contracting with respect to its
         traditional telecom services business. During 2001 the Company has
         significantly increased its working capital lines of credit. At this
         time, management is reviewing several proposals that provide additional
         cash working capital for its continued combined operations. Management
         expects to utilize such working capital, as well as net positive cash
         flow from its combined operations, in order to fund its growth in
         telecom services.

                  The most significant effect that the decrease in industry
         growth has had on the Company has been in its proprietary network
         business. In late 1999 the Company began its I-49 network, a 220 mile
         multi-innerduct system running from Shreveport to Lafayette, Louisiana
         along Interstate 49. To date the Company has a partially complete
         system with approximately 50% of the innerduct placed. Management is
         reviewing several financial options with respect to this system, and
         expects to at least complete the I-49 South Leg of this system, or
         approximately 100 miles, for sale within the first half of 2002. This
         portion of the system represents a viable route for several of the
         Company's prospective customers on the I-49 network. Management
         believes it will complete financing of the I-49 North Leg, or
         approximately 120 miles, during construction of the South Leg and
         immediately commence construction of this portion following the South
         Leg.

                  At its annual meeting of shareholders on September 14, 2001,
         the Company announced it had signed a non-binding agreement in
         principal to construct a 900 mile proprietary network from Dallas,
         Texas to Atlanta, Georgia in conjunction with Broadwing Communications
         and Southern Telecom, a wholly owned subsidiary of Southern Company. In
         this agreement, PrimeLink will construct the portion of the fiber
         network which runs through Louisiana along Interstate 20. This portion
         represents almost 200 miles of the total network. Additionally, this
         agreement provides for PrimeLink to receive certain construction
         contracts to be awarded for portions of the route representing up to
         250 miles of work. Management is completing its financing of the
         Company's Louisiana portion in conjunction with the completion of a
         binding agreement with its other two partners. Management believes it
         will complete these agreements in the next 90 days, at which time
         management expects to immediately commence construction on the route,
         scheduled for completion in mid-2003.

                  As of December 31, 2000, the Company had for tax reporting
         purposes net operating loss carryforwards of approximately $3.04
         million which expire in 2007 through 2016. Such tax loss carryforwards
         were produced in conjunction with its pre-1998 business which was not
         related to any of its telecommunications business. At this time the
         Company has only recorded a deferred tax asset for a portion of the
         benefit from these loss carryforwards. However, the tax loss
         carryforwards are available for use against the Company's profits from
         its telecom services business, subject to certain potential
         limitations. At this time no such limitations have impacted the Company
         such that a provision for income taxes would be deducted from current
         earnings.

<PAGE>

         Inflation

                  Inflation has not had a material effect on the operations of
         the Company in the past. At the present time there is a substantial
         doubt that such conditions will adversely effect the Company for the
         foreseeable future.

         Cautionary Statement

                  This report includes forward-looking statements within the
         meaning of Section 27A of the Securities Act of 1933 and Section 21E of
         the Securities Exchange Act of 1934. All statements other than
         statements of historical fact included in this report, including,
         without limitation, the statements under the headings Managements
         Discussion and Analysis or Plan of Operation regarding the Company's
         results of operations, liquidity and capital resources, future
         development and production levels, business strategies, and other plans
         and objectives of management of the Company for future operations and
         activities, are forward-looking statements.
          Although management of the Company believes that the expectations
         reflected in such forward-looking statements are reasonable, it can
         give no assurance that such expectations will prove to be correct.
         These statements are based on certain assumptions and analyses made by
         the Compnay in light of its experience and its perception of historical
         trends, current conditions, expected future developments and other
         factors it believes are appropriate under the circumstances. Such
         statements are subject to a number of assumptions, risks and
         uncertainties, including the risk factors discussed below, the
         Company's other filings with the Securities and Exchange Commission,
         general economic and business conditions, business opportunities that
         may be presented to and pursued by the Company, changes in law or
         regulations, and other factors, many of which are beyond the control of
         the Company. Readers are cautioned that any such statements are not
         guarantees of future performance and the actual results or developments
         may differ materially from those projected in the forward-looking
         statements. All subsequent writtten and oral forward-looking statements
         attributable to the Company or persons acting on its behalf are
         expressly qualified in their entirety by these cautionary statements.
         Important factors that could cause actual results to differ materially
         include, among others:

         o        Fluctuations in the market price and/or availability of
                  underground construction work.

         o        Shortages in availability of qualified personnel.

         o        Legal and financial implications of an unexpected catastrophic
                  event which may be associated with the Company's underground
                  construction operation.

         o        General domestic and international economic and political
                  conditions.

         o        Unexpected weather conditions including but not limited to
                  droughts, flooding, or other extreme acts of nature where the
                  company conducts its business and/or operations.


<PAGE>



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

         On September 14, 2001, the annual meeting of shareholders was held.
         John R. Wade, Bobbie R. Clemons, Walter Reid Green, Jr., and Michael D.
         English were elected to serve until the next annual meeting of
         shareholders. The shareholders also ratified the Company's independent
         public accountants for the year ended December 31, 2001. The
         shareholders also approved the increase in the Company's authorized
         common shares from 10,000,000 shares to 20,000,000 shares.

         There were 6,381,223 shares of common stock issued and outstanding at
         the time of the annual meeting. A total of 5,039,604 shares were voted
         at the meeting. The voting on each item presented at the meeting was as
         follows:
<TABLE>
<CAPTION>

        Election of Directors:                                 FOR                 AGAINST                  ABSTAIN
<S>                                                      <C>                          <C>                   <C>
        John R. Wade                                     4,331,204                    0                     708,400
        Bobbie R. Clemons                                4,333,204                    0                     708,400
        Walter Reid Green, Jr.                           4,333,204                    0                     708,400
        Michael D. English                               4,333,204                    0                     708,400

        Ratify Accountants                               5,038,804                   800                      200

        Increase Common Shares                           4,842,999                 10,600                   186,005
</TABLE>


         ITEM 5.  OTHER MATTERS
         The Company has been notified by its independent accountants that
         should additional financing satisfactory to improve cash flow not be
         obtained prior to the completion of its audited results for calendar
         year 2001, that the independent accountants expect to issue a going
         concern opinion on its audited financial statements.

         ITEM 7.  FINANCIAL STATEMENTS

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


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

                  None.




<PAGE>


                                    SIGNATURE


                  In accordance with Section 13 or 15(d) of the Exchange Act,
         the Registrant caused this report to be signed on its behalf by the
         undersigned thereunto duly authorized on this 14th day of November,
         2001.

                                             PRIMELINK SYSTEMS, INC.



                                        By:  /s/  Walter Reid Green, Jr
                                             -------------------------------
                                               Walter Reid Green, Jr.
                                               Financial and  Accounting Officer