<PAGE>



                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ______________________


                                  FORM 10-QSB

(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934 For the quarterly period ended April 28, 2001

[_]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 For the transition period _________to__________

                        Commission File Number 0-25002

                           ________________________


                            TELEHUBLINK CORPORATION
       (Exact Name of Small Business Issuer as Specified in Its Charter)


                 DELAWARE                              59-3200879
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification Number)


           ONE TECHNOLOGY DRIVE
                 ANDOVER, MA                                  01810
 (Address of principal executive offices)                   (Zip Code)

                   Issuer's telephone number: (978) 682-1600

                                      N/A
  (Former name, former address, and former fiscal year, if changed since last
                                    report)

State the number of shares outstanding of each of the issuer's classes of common
equity, as the latest practicable date: At June 11, 2001, there were
29,082,975 shares outstanding of common stock, $.01 par value per share.

Transitional Small Business Disclosure Format (check one):  [_] Yes    [X] No
<PAGE>

                            TELEHUBLINK CORPORATION

                                     INDEX

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                             PAGE
                                                                           ----

Item 1. Financial Statements:
<S>                                                                         <C>
Condensed Consolidated Balance Sheets - April 28, 2001 (unaudited)and
January 27,2001 ..........................................................   3

Condensed Consolidated Statements of Operations for the Thirteen Weeks
Ended April 28, 2001 and April 29, 2000 (unaudited).......................   4

Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks
Ended April 28, 2001 and April 29, 2000 (unaudited).......................   5

Notes to Condensed Consolidated Financial Statements.......................  6

Item 2. Management's Discussion and Analysis or Plan of Operation..........  8


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings................................................   17

Item 2. Changes in Securities............................................   17

Item 6. Exhibits and Reports on Form 8-K ................................   18

SIGNATURES...............................................................   18
</TABLE>
<PAGE>

                            TELEHUBLINK CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           April 28,    January 27,
                                                             2001           2001
                                                         -------------  -------------
                                                          (Unaudited)

                                 ASSETS
<S>                                                     <C>                <C>
Current assets:
    Cash and cash equivalents                           $    970,694       $    576,966
    Accounts receivable, net                                 174,429            241,331
    Advances to employees                                     80,000             80,500
    Prepaid expenses and other current assets                249,839            556,755
                                                        ------------       ------------
                    Total current assets                   1,474,962          1,455,552

Property and equipment, net                                1,193,547          1,274,273
Intangible assets, net                                     1,906,396          2,341,715
Security deposits                                            216,400            216,400
                                                        ------------       ------------
                    Total assets                        $  4,791,305       $  5,287,940
                                                        ============       ============

                     Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
    Convertible promissory note                         $  2,531,849       $         --
    Accounts payable                                       1,347,516            869,920
    Accrued expenses                                         668,987          1,660,227
    Short-term portion of deferred rent                       56,580             56,580
    Equipment loan                                           180,674            180,674
                                                        ------------       ------------
                    Total current liabilities              4,785,606          2,767,401

Long-term liabilities:
    Long-term portion of deferred rent                       170,101            179,363
                                                        ------------       ------------
                    Total liabilities                      4,955,707          2,946,764
                                                        ------------       ------------


Stockholders' Equity (Deficit):
    Common stock                                             290,830            290,830
    Additional paid-in capital                            32,857,711         32,857,711
    Deferred compensation                                   (637,000)          (806,032)
    Accumulated deficit                                  (32,675,943)       (30,001,333)
                                                        ------------       ------------
                    Total stockholders' equity (deficit)    (164,402)         2,341,176
                                                        ------------       ------------
                    Total liabilities and stockholders'
                                      equity (deficit)  $  4,791,305       $  5,287,940
                                                        ============       ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                      3

<PAGE>

                            TELEHUBLINK CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     THIRTEEN WEEKS ENDED   THIRTEEN WEEKS ENDED
                                                                                         APRIL 28, 2001         APRIL 29, 2000
                                                                                        __________________   ____________________
                                                                                           (Unaudited)            (Unaudited)
<S>                                                                                  <C>                     <C>
Revenue                                                                                    $ 1,395,609            $   338,546
Cost of revenue                                                                              1,131,804                251,172
                                                                                           -----------            -----------
       Gross profit                                                                            263,805                 87,374
                                                                                           -----------            -----------
Operating expenses:
  Research and development                                                                   1,081,026                489,451
  Selling, general and administrative expenses (includes stock-based charges of
    $169,032 and $143,008 in 2001 and 2000, respectively)                                    1,305,165                561,889
  Depreciation and amortization                                                                525,232                284,045
                                                                                           -----------            -----------
       Total operating expenses                                                              2,911,423              1,335,385
                                                                                           -----------            -----------
       Operating loss                                                                       (2,647,618)            (1,248,011)

Other income (expense):
Interest and other income                                                                        4,857                 56,556
Interest and other expense                                                                     (31,849)              (165,839)
                                                                                           -----------            -----------
       Net loss                                                                             (2,674,610)            (1,357,294)
                                                                                           ===========            ===========

Basic and diluted net loss per share                                                       $      (.09)           $      (.05)
                                                                                           ===========            ===========
Weighted average shares of common
   stock outstanding used in computing basic
   and diluted net loss per share                                                           29,082,975             25,401,188
                                                                                           ===========            ===========
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

                            TELEHUBLINK CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                       THIRTEEN WEEKS ENDED   THIRTEEN WEEKS ENDED
                                                                                          APRIL 28, 2001         APRIL 29, 2000
                                                                                       ---------------------  ---------------------
<S>                                                                                    <C>                    <C>
Cash flows from operating activities:
 Net loss                                                                                       $(2,674,610)            (1,357,294)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                                     525,232                284,045
  Amortization of debt discount                                                                          --                150,000
  Stock-based charges                                                                               169,032                143,008
  Changes in operating assets and liabilities, net of impact of business
   acquisitions:
   Accounts receivable                                                                               66,902               (205,731)
   Prepaid expenses and other current assets                                                        307,416                 18,233
   Other assets                                                                                          --                  7,929
   Accounts payable                                                                                 509,445                 22,209
   Accrued expenses                                                                                (991,240)              (320,083)
   Other liabilities                                                                                 (9,262)                    --
                                                                                                -----------             ----------
    Net cash used in operating activities                                                        (2,097,085)            (1,257,684)
                                                                                                -----------             ----------
Cash flows from investing activities:
 Proceeds from sale of assets                                                                            --                125,000
 Purchases of property and equipment                                                                 (9,187)                    --
                                                                                                -----------             ----------
    Net cash provided by (used in) investing activities                                              (9,187)               125,000
                                                                                                -----------             ----------
Cash flows from financing activities:
 Proceeds from convertible promissory note                                                        2,500,000                     --
 Proceeds from issuance of common stock                                                                  --              7,939,132
 Proceeds from issuance of stock options                                                                 --                 12,187
 Proceeds from stockholders' note receivable                                                             --                  3,763
                                                                                                -----------             ----------
    Net cash provided by financing activities                                                     2,500,000              7,955,082
                                                                                                -----------             ----------
 Net increase in cash and cash equivalents                                                          393,728              6,822,398

 Cash and cash equivalents, beginning of period                                                     576,966                 26,549
                                                                                                -----------             ----------
 Cash and cash equivalents, end of period                                                       $   970,694              6,848,947
                                                                                                ===========             ==========
 Supplemental disclosure information:
 Cash paid during the period for interest                                                       $        --                    839
                                                                                                ===========             ==========

Business acquisitions:
  Fair value of assets acquired                                                                 $        --                422,222
  Liabilities Assumed                                                                                    --                (62,222)
  Issuance of common stock                                                                               --               (360,000)
                                                                                                -----------             ----------
  Cash paid                                                                                     $        --                     --
                                                                                                ===========             ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                            TELEHUBLINK CORPORATION

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)  BASIS OF PRESENTATION

     The accompanying unaudited consolidated condensed financial statements of
TeleHubLink Corporation (the "Company") have been prepared in accordance with
the instructions to Form 10-QSB and do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. The unaudited consolidated condensed financial statements
have not been examined by independent accountants in accordance with generally
accepted auditing standards, but in the opinion of management, all adjustments,
consisting of normal recurring adjustments, considered necessary for a fair
presentation have been included. These unaudited interim consolidated condensed
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-KSB for the fiscal year ended January 27, 2001 filed on April
27, 2001.

     Operating results for the thirteen weeks ended April 28, 2001 are not
necessarily indicative of the results that may be expected for a full fiscal
year.

     Certain reclassifications have been made to the April 29, 2000 condensed
consolidated financial statements to conform to the April 28, 2001 presentation.

(2)  ISSUANCE OF CONVERTIBLE PROMISSORY NOTE

     On March 27,2001, the Company raised $2,500,000 through the issuance of a
convertible promissory note to CFE, Inc., a subsidiary of General Electric
Capital Corporation. Interest on the note accrues at a rate of 15% per annum,
compounded monthly. The convertible promissory note and related interest are due
and payable at the earlier of July 26, 2001, the closing of the sale of all or
substantially all of the Company's assets, the sale of the Company or change in
control of the Company.

     The principal and interest on the note is convertible into shares of the
Company's common stock at any time at the option of the holder or automatically
with the consummation of an equity offering by the Company where the gross
proceeds are at least $10,000,000, which includes the proceeds from the
convertible promissory note. Upon the optional conversion, the note will convert
into common stock of the Company at a price per share equal to (x) the lesser of
(i) the average trading price for 20 trading days immediately preceding the date
of notice of conversion from the holder or (ii) $1.25, multiplied by (y) a
specified percentage. Upon the automatic conversion, the price will be (x) the
lesser of (i) the average price per share paid by the investors in the financing
or (ii) $1.25, multiplied by (y) a specified percentage.

(3)  SEGMENT REPORTING

     As of April 28, 2001, the Company's operations were classified in three
reportable business segments: secure wireless encryption segment, internet
customer contact service center segment and telecom services segment. On May 21,
2001 the Company announced the closing of the internet customer contact service
center and is focusing its resources on the secure wireless encryption segment.
The Company plans to continue the telecom services business.

     The secure wireless encryption segment began in fiscal 2000 and is in a
developmental stage. Research and development costs totaling $1,081,026 for the
thirteen-week period ending April 28, 2001 relate solely to the secure

                                       6
<PAGE>

wireless encryption segment. The majority of the Company's revenue is derived
from selling discount content books through the telecom services segment by our
Canadian subsidiary in the first quarter of Fiscal 2002. Over the last twelve
months, the Company shifted its teleservices operations from traditional call
center activity to sales of discount packages. All revenues are derived from
sales in North America. The following is a tabulation of business segment
information for the thirteen weeks ending April 28, 2001 and April 27, 2000.

<TABLE>
<CAPTION>
                                                            INTERNET
                                                            CUSTOMER
                                         SECURE             CONTACT
                                        WIRELESS            SERVICE             TELECOM
                                       ENCRYPTION           CENTER              SERVICES
                                        SEGMENT             SEGMENT             SEGMENT               TOTAL
                                      ------------          ---------          ---------           -----------
<S>                                   <C>                   <C>                <C>                 <C>
April 28, 2001
--------------
Revenue                               $    17,600                 --           1,378,009            1,395,609
Operating income (loss)                (2,399,283)          (313,976)             65,641           (2,647,618)
Net interest                              (31,849)                 8                  20              (31,821)
Pretax income (loss)                   (2,430,205)          (310,249)             65,844           (2,674,610)
Net income (loss)                      (2,430,205)          (310,249)             65,844           (2,674,610)
Assets                                  3,573,967            589,519             627,819            4,791,305
Depreciation and amortization             454,554             33,163              37,515              525,232
Additions to long-lived assets              4,116              5,071                  --                9,187

April 27, 2000
--------------
Revenue                               $        --                 --             338,546              338,546
Operating income (loss)                (1,257,367)                --               9,356           (1,248,011)
Net interest                               55,710                 --                   7               55,717
Pretax income (loss)                   (1,366,219)                --               8,925           (1,357,294)
Net income (loss)                      (1,366,219)                --               8,925           (1,357,294)
Assets                                  8,904,771                 --             669,608            9,574,379
Depreciation and amortization             266,866                 --              17,179              284,045
Additions to long-lived assets                 --                 --                  --                   --
 </TABLE>

---------------
The Company has included all corporate overhead costs in the secure wireless
encryption segment. The segment information for the Internet customer contact
service center segment and the telecom services segment does not reflect an
allocation of corporate overhead costs.

(4)   LEGAL PROCEEDINGS

     On April 30, 2001 TeleHubLink was served a formal Complaint that the
New York Attorney General had filed suit against its Canadian operations for
selling benefit packages to residents of New York State. The Company believes
that the sale of benefits packages by its Canadian operation complies with the
law and the Company vigorously denies that it has done anything wrong in its
business operations. Furthermore, it has a refund policy which allows anyone who
wants their money back to get a full refund with no questions asked within a
specified period. The Company has engaged counsel to defend this action. See
Part II Item 1 -- for further discussion.

(5)   SUBSEQUENT EVENTS

CLOSING OF CUSTOMER CONTACT SERVICE CENTER

     On May 21, 2001 the Company announced that it will focus its resources on
the core wireless encryption business, continue with the Telecom business and
close the WorldWide Assist division, which was established to focus on internet
customer resource management and was located in Montreal, Canada. Worldwide
Assist did not have any customers, revenue or potential revenue for the future.
Therefore, management took action to reduce expenses by closing the operation.
Currently, the Company is evaluating the overall financial effect of the
WorldWide Assist closing. The net book value of fixed assets relating to
WorldWide Assist was approximately $530,000. The total amount of wages and
severance paid upon the termination of fourteen employees was approximately
$30,000. The Company is currently working to sublet the space where WorldWide
Assist conducted business. If the Company is unable to sublet this space we may
be liable for the remaining lease payments under the lease and the unamortized
portion of the leasehold improvement allowance totaling approximately $1.5
million. The severance cost and any financial impairments and liabilities
resulting from the closing of WorldWide Assist will be recorded in the second
quarter of Fiscal 2002.

PROPOSED EQUITY FINANCING

     On May 25, 2001, the Company signed a formal offer term sheet for $10
million with a private investment firm in exchange for common stock. The

                                       7
<PAGE>
proposed transaction is expected to close in June 2001, although there can be no
assurances that the funding will be completed.


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

FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED
HERE. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS."


BACKGROUND AND OVERVIEW OF THE COMPANY

     TeleHubLink Corporation, formerly known as What A World!, Inc. ("WAW"),
was incorporated under the laws of the State of Delaware in July 1993. Until May
1997, we operated as a mall-based specialty retailer. In May 1997, we sold
substantially all of our assets to Natural Wonders, Inc. for cash in the amount
of $517,795 plus the assumption by Natural Wonders, Inc. of specified
liabilities. The completion of this sale terminated our active operations, and
for the period May 1997 through February 3, 1999, we sought to serve as a
vehicle to effect an acquisition, whether by merger, exchange of capital stock,
acquisition of assets or other similar business combination.

     In February 1999, we acquired the outstanding capital stock of Tele Hub
Link Corporation ("TeleHub"), a privately held company organized under the laws
of the Province of Ontario, Canada. TeleHub was engaged in the business of
providing teleservices to business clients. We acquired all the outstanding
capital stock of TeleHub from the TeleHub shareholders in exchange for an
aggregate of 13,011,339 shares of our common stock. As a result of this
transaction, TeleHub became a branch or operating entity of the Company. In
connection with the TeleHub transaction, we changed our corporate name to
TeleHubLink Corporation.

     For accounting purposes, this transaction has been treated as a reverse
acquisition. TeleHub has been deemed the acquiring enterprise for financial
statement purposes, as it received a majority of the voting interests in the
combined enterprise. The SEC staff has taken the position that a business
combination between an operating enterprise and a "shell company" in which the
shell company is the issuer of securities and the operating enterprise is
determined to be the acquiring enterprise for financial statement purposes, the
transaction should be treated for financial statement purposes as an issuance of
securities by the operating enterprise. Therefore, the tangible net liabilities
of WAW at the date of the transaction of approximately $207,288 have been
recorded at their fair market value with an offset credit to paid-in capital and
the operations of WAW are reflected in the operations of combined enterprise
from the date of acquisition. In addition, the 1999 financial statements have
been retroactively restated to reflect the number of shares TeleHub received in
the business combination. Costs related to this transaction of approximately
$362,163 have been charged directly to paid-in capital.

     As a result of the 1997 sale of our assets, the TeleHub transaction and
other recent acquisitions, we currently operate as a holding company.
Substantially all of our assets consist of our ownership of the capital stock of
our subsidiaries and we conduct our operations through our branches or
subsidiaries. Consequently, references to "we", "us", "our" "THLC" or the
"Company" are to TeleHubLink Corporation and our subsidiaries, taken as a whole,
unless the text requires otherwise.

OUR BUSINESSES

     We currently separate our Company's function into the following business
areas: Secure Wireless Encryption Technology and Telecom Services. On May 21,
2001 the Company announced that it is modifying its strategy and will close the

                                       8

<PAGE>

Internet Customer Contact Service Center because of the lack of any customers.
This action may reduce the Company's future operating expenses. The Company will
focus its resources on the development of the Secure Wireless Encryption
Technology and will continue with the Telecom Services business.

SECURE WIRELESS ENCRYPTION

     On January 27, 2000, we acquired the outstanding capital stock of
wirelessEncryption.com, Inc., or WEC. WEC is developing, under its trademark,
Hornet(TM), formerly called iNSECT, a technology which we believe may, if
successfully developed, permit ultra-secure communication signal protection and
enhanced communication signal recovery. Hornet(TM) is based on advanced
cryptographic and mathematical principles and sophisticated signal processing
techniques, for wireless and Internet communications and other data transmission
methods. We believe that this technology, if successfully developed, can be
embedded in low-cost microchip devices known as application specific integrated
circuits, or ASICS, which are used in mobile and hard wired telephones,
computers, fax machines, fiber optic transmission devices, and smart cards. The
simulation is conducted using two computers that represent sending and receiving
parties. The simulation produces a transmission of data, in an advanced
compressed, encrypted and "smeared" form, on one computer, and decompresses or
"de-smears" on the other computer after authentication. The simulator is
expected to be used to analyze what the characteristics and detailed behavior of
the ASIC will be and how the technology may perform between communication
devices. Communications devices may include cellular phones and other wireless
products in real time. We believe that our technology may offer a cost effective
solution to wireless device manufacturers such as cellular phones manufacturers.
Some competitive technology solutions are not from the transmission to
reception. They may be secured from the signal to the nearest tower but may be
unsecured from any point in the transmission thereafter or to the receiver.

     In March 2000, we acquired all the outstanding equity of COMSEC Solutions,
LLC, a technology-consulting firm with expertise in the fields of encryption,
authentication and WEB and e-commerce security. We believe that the acquisition
of COMSEC and the hiring of its founder and sole stockholder, as our Vice
President of Cryptography, will enhance our internal technical team developing
out Hornet(TM) technology. We believe that this acquisition brings additional
talent with the technical expertise needed for our wireless encryption
technology business.

     In April 2000, we announced the completion of the Hornet(TM), formerly
called iNSECT, simulator. Our simulator is intended to be used as an engineering
and business development tool to demonstrate the Hornet(TM) wireless encryption
technology. We believe if this technology is developed, tested and accepted by
the industry, we may be able to offer original equipment manufacturers (OEM's)
and others a family of low-cost ASICSs that may provide security or enhanced
signal recovery for both. This may allow us to license this technology to others
on a per-unit royalty basis. The Company intends to subcontract the manufacture
of ASICs to existing manufacturing companies. This microchip may allow us to
license the use of the Hornet(TM) technology to third parties.

     On June 20, 2000, the Company entered into a license agreement with Improv
Systems, Inc. ("Improv") for the use of Improv's Jazz PSA(TM) configurable
very-long-instruction-word, (VLIW), multiprocessor hardware architecture and
design tools. In connection with the agreement, the Company paid an initial
license fee of $350,000.

     On August 7, 2000, the Company acquired 100% of the issued and outstanding
stock of MVP Systems, Inc. ("MVP") for $100,000 in cash, 530,000 shares of its
unregistered common stock and 70,000 shares of its common stock. MVP is a
software and hardware engineering consulting firm specializing in critical
applications and programs. Prior to the MVP acquisition, during fiscal 2001, the
Company paid approximately $386,000 in consulting fees to MVP for research and
development services. The Company

                                       9

<PAGE>

believes the acquisition of MVP's engineers will enhance our internal technical
team developing our Hornet(TM) technology.

     In December 2000, we announced the completion of a Field Programmable Gate
Array (FPGA) board aimed at securing all voice and data transmissions through
wireless devices such as cellular telephones. The FPGA board will be part of an
elaborate technology evaluation toolkit, which we intend to use with customers
for an in-depth presentation of our Hornet(TM) technology. The FPGA board is an
exact hardware-based replica of the content the Company is putting into its
planned microchip design. It is built as a fast-turnaround prototype that only
differs from the planned actual chip in size and a time scaling factor. In our
technology evaluation toolkit, we intend to use the FPGA board as the engine
that encrypts and authenticates real-time communications and associated
software, which the Company expects to have ready in 2001. We expect that this
toolkit will allow customers to evaluate the Company's technology without having
to actually wait for silicon prototypes of the planned microchip.

     In January 2001, we signed an agreement with IBM for the design and
prototyping of our secure communications Application Specific Integrated Circuit
(ASIC) microchips called Hornet(TM). Under this agreement we have selected IBM
to assist with the design and prototyping of the Hornet(TM) cryptographic ASICs.
IBM intends to manufacture our microchips using its advanced SA-27E process
technology. The agreement expires on December 5, 2003 and the estimated
engineering services will be approximately $400,000. The agreement contains
cancellation charges if we should inform IBM that we are requesting IBM to
cancel all work under the agreement.

     On April 9, 2001, the Company filed a provisional patent application with
the United States Patent Office. TeleHubLink filed the application for a new and
major patent on its overall communications encryption technology. The underlying
invention addresses issues already designed and implemented inside the Company's
first Hornet(TM) ASIC.

     The Company acquired the worldwide right, title and interest in several
patents for communications signal protection. TeleHubLink acquired four
fundamental patents covering nine countries involving communications signal
protection. The patents are protected in the countries of the United States,
Australia, Austria, Switzerland, Germany, France, United Kingdom, Greece and New
Zealand. The Company also has a similar patent pending on communications signal
protection in Japan.

     We cannot assure you that we will successfully complete the development and
testing of our technology, obtain any patent protection for our technology or
that our technology will not infringe the intellectual property rights of others
or that we will achieve commercial acceptance of our technology.

INTERNET CUSTOMER CONTACT SERVICE CENTER

     On May 21, 2001, the Company announced that it will focus its resources
on the core wireless encryption business and close the WorldWide Assist
division which was involved with internet customer resource management and
was located in Montreal, Canada. Currently, the Company is evaluating the
overall financial effect of the WorldWide Assist closing. The net book
value of fixed assets on WorldWide Assist's books was approximately
$530,000. The total amount of wages and severance paid upon the termination
of fourteen employees was approximately $30,000. The Company is currently
working to sublet the space where WorldWide Assist conducted business. If
the Company is unable to sublet this space we may be liable for the
remaining lease payments under the lease and the unamortized portion of the
leasehold improvement allowance totaling approximately $1.5 million. The
severance cost and any financial impairments and liabilities resulting from the
closing of WorldWide Assist will be recorded in the second quarter of Fiscal
2002.

                                      10

<PAGE>

TELECOM SERVICES

     Our Telecom Services Division is a multi-station call center located in
Montreal, Canada. Telecom Services are provided through facilities known as call
centers. Call centers make the direct communication by telephone of information
to, and from, current and prospective customers of the call center's business
clients. We provide content, toll-free customer service support, order
processing and fulfillment needs for independent Telemarketing companies. Over
the past twelve months, the Company has shifted its teleservices operations from
traditional call center activity to sales of discount packages. Presently our
products consist of benefits and membership discount packages which are sold
exclusively either by wholesale or sub-contracted independent call centers.

OUR LONG-TERM STRATEGY

     Our long-term strategy is to migrate to a technology-based company. We
intend to develop our secure wireless encryption technology business. This focus
would re-direct the primary resources of the Company toward secure wireless
encryption technology while attempting to drive cash-flow enhancing operations
in the telecom services business. Our long-term strategy will be greatly
impacted by our ability to raise additional capital to fund our operations
business plan and achieve profitability in the telecom services business.

SECURE WIRELESS ENCRYPTION TECHNOLOGY STRATEGY

     We intend to build an infrastructure for the secured wireless encryption
business that supports the development of the Hornet(TM) technology. We plan to
hire the necessary people to support all functional areas of the business. We
plan to subcontract the manufacturing of the ASICs. We also intend to acquire
companies that may enhance the internal development of the Hornet(TM) technology
including software engineering, cryptography and ASIC architecture.

TELECOM SERVICES STRATEGY

     Refinements to our products and marketing strategies have yielded positive
results to-date. We plan to increase our current business level by adding new
content packages to the product line and increasing our distribution network via
an aggressive third party call center enrollment program. We have targeted new
markets and developed content, which, after testing, is intended to be
introduced to the markets during the beginning of the third quarter of Fiscal
year 2002.

     Our existing facility can support the planned growth with the only
significant additional expense being direct labor for the increase needed in
order processing and customer service.

OUR MARKETS

SECURE WIRELESS ENCRYPTION TECHNOLOGY

     We believe if this technology is developed, tested, and accepted by the
industry, we may be able to offer original equipment manufacturers (OEM's) and
others a family of low-cost ASICs that may provide security or enhanced signal
recovery or both. This may also allow us to license this technology to others on
a per-unit royalty basis. We may pursue strategic relationships with wireless
hardware manufacturers and companies involved in the

                                      11

<PAGE>

development of secured wireless encryption. We may also pursue strategic
alliances with manufacturers and other companies through a licensing program
using the Hornet(TM) technology.

TELECOM SERVICES

     We believe the Telecom Services business can expand by further providing
"content" products to the industry. We plan to further develop and sell group
discount packages through teleservices companies that will permit customers to
buy goods and services at reduced prices.

RECENT FINANCINGS

     On March 27, 2001 we closed on a $2.5 million convertible promissory note
financing with General Electric Capital Corporation. Interest on the note
accrues at a rate of 15% per annum, compounded monthly. The convertible
promissory note and related interest are due and payable at the earlier of July
26, 2001, the closing of the sale of the Company's assets, the sale of the
Company or change in the control of the Company.

     The principal and interest on the note is convertible into shares of the
Company's common stock at any time at the option of the holder or automatically
with the consummation of an equity offering by the Company where the gross
proceeds are at least $10,000,000, which includes the proceeds from this
convertible promissory note.

RESEARCH AND DEVELOPMENT

     The secure wireless encryption technology, Hornet(TM), is in the
development stage. We have made a significant cash and non-cash investment in
the research and development, and expect that we will be required to continue to
make substantial investments in our technology. Our focus on the research and
development of the Hornet(TM) technology has allowed us to develop our initial
working simulator model of the technology.

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED April 28, 2001 AND April 29, 2000

     Revenue for the thirteen weeks ended April 28, 2001 (the "First Quarter of
Fiscal 2002") increased to $1,395,609 from $338,546 for the comparable thirteen
week period ended April 29, 2000 (the "First Quarter of Fiscal 2001"). The
increase in revenue can be attributed to the introduction of a consumer discount
content package in the Second Quarter of Fiscal 2001 which is sold through our
Canadian operating branch. We had a substantial decline in demand for our
products from the Telecom Services division in the fourth quarter of Fiscal 2001
and first quarter of Fiscal 2002 due to the loss of business from our largest
customer who represented approximately 75% of our revenue in Fiscal 2001.

     The cost of revenue for the First Quarter of Fiscal 2002 was approximately
81% of revenue as compared to approximately 74% for the First Quarter of Fiscal
2001. The increase in cost of revenue was primarily attributable to a shift in
business from traditional call center activities to sale of discount packages.
These costs are primarily comprised of license royalties, costs to acquire
content for the product and costs incurred to establish the distribution
channel. Sales of the discount packages inherently result in lower gross profit
margins than traditional teleservices.

     Research and development expenses for the First Quarter of Fiscal 2002 were
$1,081,026 as compared to $489,451 for the comparable period in Fiscal 2001.
This increase is due to the Company's focus on development of the secure
wireless encryption segment. The primary components of research and
development are salaries, consulting fees and rent.

     Selling, general and administrative expenses ("SG&A") were $1,305,165 in
the First Quarter of Fiscal 2002, as compared to $561,889 for the comparable
period in Fiscal 2001. Selling, general and administrative expenses include
$169,032 and $143,008 related to non-cash stock-based charges for the First
Quarter of Fiscal 2002 and 2001 respectively. The major increase in selling,
general and administrative expenses was primarily attributable to an increase in
personnel, professional fees and other costs associated with the development and
ongoing activities of our Company. The

                                      12

<PAGE>

primary components of SG&A are rent, salaries, consulting fees, travel and
promotion, and corporate overhead expenses.

     Depreciation and amortization for the First Quarter of Fiscal 2002 was
$525,232 as compared to $284,045 for the First Quarter of Fiscal 2001. The
increase results from increased depreciation relating to additions of computer
hardware, telecommunications and office equipment, and leasehold improvements at
our facilities during the past twelve months. The increase also results from
increased amortization expense relating to additions of intangible assets from
license and business acquisitions during Fiscal 2001.

     Interest expense for the First Quarter of Fiscal 2002 was $31,849 as
compared to $165,839 for the First Quarter of Fiscal 2001. This decrease in
interest expense is primarily attributable to the non-cash charge for
amortization of the value assigned to the beneficial conversion feature of the
subordinated convertible debentures. This value was being treated as a debt
discount and was being amortized over the one-year term of the subordinated
convertible debentures. The debt discount was fully amortized in July 2000.

     No provision for income taxes has been recorded for the First Quarter of
Fiscal 2002 and the First Quarter of Fiscal 2001 as the Company has incurred net
operating losses for tax purposes. We established a full valuation allowance
against the deferred tax assets because we believe that it is more likely than
not the tax benefits may not be realized under the criteria established by FAS
No. 109.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception (July 31, 1998), we financed operating and capital needs,
including cash used for acquisitions, capital expenditures and working capital,
from sales of equity securities, issuance of subordinated convertible
debentures, an equipment loan borrowing and the issuance of a convertible
promissory note. At April 28, 2001, we had cash and cash equivalents of $970,694
and a working capital deficit of $3,310,644. At January 27, 2001, we had cash
and cash equivalents of $576,966 and working capital deficit of $1,311,849. The
increase in cash and cash equivalents at April 28, 2001 is primarily
attributable to a $2.5 million convertible promissory note financing with GE
Capital that closed on March 27, 2001.

     On March 27, 2001, the Company raised $2.5 million through its sale of a
15% convertible promissory note to CFE, Inc., a subsidiary of GE Capital. GE
Capital is a wholly owned subsidiary of the General Electric Corporation. The
Company unconditionally granted and assigned a continuing security interest in
all of the Company's property and assets and all additions thereto and
replacements thereof, and all property whether not owned, created, acquired or
reacquired by the Company. The outstanding principal and accrued interest under
the convertible note may be converted into common stock of the Company, without
the payment of any additional consideration by CFE, Inc., at any time and at the
sole discretion of CFE, Inc.

     Since our inception, we experienced net losses from operations and, as of
April 28, 2001 had an accumulated deficit of $32,675,943. We expect to incur
substantial additional expenses resulting in losses at least through the period
ending January 26, 2002 due to minimal revenues associated with the initial
market entry of the secured wireless encryption technology, continued research
and development costs as well as increased sales, marketing and other
operational expenses associated with telecom services and the costs associated
with the shut down of the Internet customer care business.

     The condensed consolidated financial statements as of April 28, 2001 have
been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
Company incurred net losses of $2,674,610 and $1,357,294 for the quarters ended
April 28, 2001 and April 29, 2000,

                                      13
<PAGE>

respectively. The Company is actively seeking outside financing to meet its
current funding requirements.

     If our cash flow proves to be insufficient to fund operations, the cash
available to us would satisfy the contemplated cash requirements for developing
the secure wireless technology and on-going telecom service operations through
June 2001. The Company is planning to add additional financing from several
sources, in order to add to existing cash available for operations. There can be
no assurance that additional financing will be available to the Company on
commercially reasonable terms, or at all. Any inability to obtain additional
financing could have a materially adverse effect on the Company, including
possibly requiring the Company to significantly curtail, and possibly causing
the Company to cease, its operations. In addition, any equity financing may
involve substantial dilution to the interests of the Company's then-existing
stockholders. Further, there can be no assurance that the Company will achieve
profitability or positive cash flow.

MARKET RISKS

     We cannot assure you that our business or operations will not change in a
manner that would consume available resources more rapidly than anticipated. We
also cannot assure you that we will not require substantial additional funding
before we can achieve profitable operations. Our capital requirements depend on
numerous factors, including the following:

  -    our ability to enter into additional collaborative agreements;

  -    competing technological and market developments;

  -    changes in any collaborative relationships;

  -    the cost of filing, prosecuting, defending and enforcing patent claims
       and other intellectual property rights;

  -    the purchase of additional capital equipment;

  -    the expansion of our facilities;

  -    the progress of our existing revenue producing activities; and

  -    the availability of additional funding on favorable terms.

IMPACT OF INFLATION

     We do not believe inflation has had a material impact on our business or
operating results during the periods presented.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     Our exposure to market risk is principally confined to our cash equivalents
and investments, all of which have maturities of less than one year. We maintain
a non-trading investment portfolio of investment grade, liquid debt securities
that limits the amount of credit exposure to any one issue, issuer or type of
instrument. The fair value of these securities approximates their cost.

RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities. SFAS No.
133 requires the recognition of all derivatives as either assets or liabilities
in the statement of financial position and the measurement of those instruments
at fair value. The Company adopted this standard in the

                                      14
<PAGE>

first quarter of fiscal year 2002 pursuant to SFAS No. 137 (issued in June
1999), which delays the adoption of SFAS No. 133. The Financial Accounting
Standards Board also issued SFAS No. 138 "Accounting for Certain Derivative
Instruments and Certain Hedging Activities--an amendment of FASB Statement No.
133 (collectively, "SFAS No. 133"). The adoption of SFAS No. 133 did not have a
material impact on the Company's financial position or its results of
operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act that
involve risks and uncertainties. Discussions containing forward-looking
statements may be found in the material set forth under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" as well as in
this report generally. We generally use words such as "believe," "may," "could,"
"will," "intend," "expect," "anticipate," "plan," and similar expressions to
identify forward-looking statements. You should not place undue reliance on
these forward-looking statements. Our actual results could differ materially
from those anticipated in the forward-looking statements for many reasons,
including the risks described above and elsewhere in this report.

     Although we believe the expectations reflected in the forward-looking
statements are reasonable, they are related only to events as of the date on
which the statements are made, and we cannot assure you that our future results,
levels of activity, performance or achievements will meet these expectations.
Moreover, neither we nor any other person assumes responsibility for the
accuracy and completeness of the forward-looking statements. We do not intend to
update any of the forward-looking statements after the date of this report to
conform these statements to actual results or to changes in our expectations,
except as required by law.

FACTORS AFFECTING FUTURE RESULTS

     Our future operations are subject to various risk factors, including the
following:

     The Company's accumulated deficit as of April 28, 2001 is $32,675,943.
Since our inception, we have acquired a number of companies engaged in various
businesses, primarily all of which are in an early stage of development. In
addition, we expect to incur substantial capital expenditures and operating
costs in completing the development and testing of, and commercializing, our
wireless encryption technology, as well as in developing further our telecom
services business, each of which may result in significant losses in the future.
On May 21, 2001 the Company announced that it will focus its resources on the
core wireless encryption business and close the WorldWide Assist division, which
was established to focus on internet customer resource management and was
located in Montreal, Canada.

     The Company's independent public accountants have included an explanatory
paragraph in their report on the Company's January 27, 2001 financial statements
stating that certain factors raise substantial doubt about the Company's ability
to continue as a going concern.

     If revenue grows slower than we anticipate or if operating expenses exceed
our expectations, we may not become profitable. Even if we do achieve
profitability, we may not sustain or increase profitability on a quarterly or
annual basis. Failure to achieve or maintain profitability may materially and
adversely affect the market price of our common stock.

     Currently we have enough cash to continue operations until approximately
the end of June 2001. We will be required to obtain additional funds to
implement our business objectives, including financing the development of our
wireless encryption technology and on-going operations. We do not have any
current arrangement regarding additional financing and we may not be able to
obtain financing in the future on commercially reasonable

                                      15
<PAGE>

terms or at all. We do not anticipate that any of our officers, directors or
stockholders will provide any future financing. Our inability to obtain
additional financing when needed would have a material adverse effect on us that
could require us to significantly curtail or close down our operations.

     As a holding company, our success will depend on the operations, financial
condition and management of our subsidiaries. If we do not have the resources or
are otherwise unable to diversify our operation into a number of areas, we may
become subject to economic fluctuations within a particular business or industry
and thereby increase the risks associated with our operations.

     In connection with the 1997 sale of our retail operation, we assigned the
existing operating leases to the buyer, Natural Wonders, Inc. Natural Wonders
agreed to assume and perform all of our obligations under the leases. To our
knowledge, to date they have substantially performed such obligations. We
received landlord consent for all of the lease assignments, except one for which
the landlord consent for the assignment was not required. We may still be held
liable under the lease obligations should Natural Wonders default on the
assigned leases or on their obligations to us. As of April 28, 2001 the
remaining payments under the assigned leases total approximately $3.7 million.
In addition, the lease agreements contain contingency clauses regarding results.
We learned in December 2000 that Natural Wonders filed for protection through a
filing under Chapter 11 with the U.S. Bankruptcy Court in Oakland, California.
We are currently evaluating the impact, if any, to us of Natural Wonders'
action.

     On May 21, 2001 the Company announced that it will focus its resources on
the core wireless encryption business and close the WorldWide Assist division
which was involved with internet customer resource management and was located in
Montreal, Canada. Currently, the Company is evaluating the overall financial
effect of the WorldWide Assist closing. The net book value of fixed assets on
WorldWide Assist's books was approximately $530,000. The total amount of wages
and severance paid upon the termination of fourteen employees was approximately
$30,000. The Company is currently working to sublet the space where WorldWide
Assist conducted business. If the Company is unable to sublet this space we may
be liable for the remaining lease payments under the assigned lease and the
unamortized portion of the leasehold improvement allowance totaling
approximately $1.5 million. The severance cost and any financial impairments
resulting from the closing of WorldWide Assist will be recorded in the second
quarter of Fiscal 2002.

     We may be unable to successfully complete acquisitions of assets or shares
of complementary companies which are necessary to expand our business, and we
may be not be able to successfully integrate into our operations the operations
of any business we may acquire.

     Our inability to obtain adequate local or long distance telephone service
for our Montreal call center, or any interruption in such service or rate
increases relating thereto, could materially adversely affect our future cash
flows, results of operations and financial condition.

     We may be unable to successfully complete the development of our secure
wireless encryption technology thereby being unable to produce products to
successfully provide a business.

     We may not be able to procure, hire and train on a timely basis a
sufficient labor force of qualified employees or independent contractors to
operate our businesses, which could have a material adverse effect on our future
financial condition, operations, results and cash flow.

     Our failure to retain the services of our key employees or our failure to
hire additional qualified management personnel when required could have a
material adverse effect on us.

     The security encryption and customer communications industry is highly
competitive. We may not be able to compete effectively against our current

                                      16
<PAGE>


competitors or future competitors, many of whom may be substantially larger and
better capitalized than we are.

     Any changes to existing U.S. federal or Canadian provincial or state laws
or regulations governing our existing business or any additional laws or
regulations, could limit our current or future activities or could significantly
increase our cost of compliance.

                          PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     On or about April 30, 2001, TeleHubLink was served a formal complaint (the
"Petition") in a matter brought by the New York Attorney General's office,
entitled People of the State of New York v. TeleHubLink Corporation, d/b/a
Triple Gold Benefits, and Jacques Dion, individually and as a manager of
TeleHubLink Corporation, Index No. 2310-01 in the Supreme Court of the State of
New York, County of Albany, relating to the sale by its Canadian operation's of
benefit packages to residents of New York State. The Petition asserts that the
Company violated state and federal laws concerning the sale of loan and/or
credit products and that promises made by sales representatives at the point of
sale were not kept. The action seeks to enjoin certain alleged acts and
practices and to obtain monetary relief, accounting, penalties and costs. The
Company believes that the sale of benefits packages by its Canadian operation
complies with the law and the Company vigorously denies that it has done
anything wrong in its business operations. Furthermore, it has a refund policy
which allows anyone who wants their money back to get a full refund with no
questions asked within a specified period. An initial response to the Petition
is due on or before June 14, 2001. The Company has engaged counsel to defend
this action. The Company intends to vigorously contest each claim raised by the
Petition.

     The Company is named as a defendant in a matter entitled First American
Payment Processing, an Arizona corporation v. Platinum 2000, a Canadian
corporation; TeleHubLink Corporation, a Delaware corporation, No. CIV 00-1130-
PHX-ROS. in the United States District Court for the District of Arizona. This
is an action which alleges breach of an exclusive services agreement entered
into by Platinum 2000 and First American Payment Processing ("FAPP"). The action
seeks recovery of $1.3 million. The Company filed a motion to dismiss the
complaint; however, the motion was denied by the court. On February 23, 2001,
the Company filed an answer to FAPP's complaint denying the material allegations
and asserting various affirmative defenses. At this time, no trial date has been
set and no discovery has taken place. On June 1, 2001, the Court entered a
scheduling order which, among other things, sets a discovery cut-off of January
31, 2002 and requires a proposed joint pre-trial order to be filed by March 31,
2002. At the present stage, it is not possible to evaluate the likelihood of any
unfavorable outcome or the amount or range of potential loss, if any, which may
be experienced by the Company. Management intends to contest the case vigorously
and believes it has no liability in this matter.

     On April 19, 2001, a summons and verified complaint was served on the
Company in a matter entitled The Rasky/Baerlein Group, Inc., plaintiff v.
TeleHubLink Corporation, Bruce Young and Stanley Young, defendants, in the
Commonwealth of Massachusetts Superior Court Department of the Trial Court. The
matter relates to a dispute with a public relations firm, regarding the payment
of fees claimed to be owed to the plaintiff. The complaint alleges damages for
past due cash compensation of $22,349, consequential damages of $950,000,
interest, costs, fees and treble damages. The Company has filed an answer to the
plaintiff's complaint denying the material allegations and asserting various
defenses and claims. The Company believes it has no liability in this matter.

     The Company is also involved in other legal proceedings, and claims arising
in the ordinary course of business. The Company does not believe any such claims
or lawsuits will have a material adverse effect on its financial condition or
results of operations.

ITEM 2. CHANGES IN SECURITIES

     On June 11, 2001, the Company's certificate of incorporation was amended to
increase the number of authorized shares of common stock from 50,000,000 to
100,000,000 and to authorize the issuance of up to 10,000,000 shares of
preferred stock of the Company to be issued from time to time in such amounts
and with such designations as may be authorized by the Board of Directors.

     On March 27, 2001 we closed on a $2.5 million convertible promissory note
financing with GE Capital. Interest on the note accrues at a rate of 15% per
annum, compounded monthly. The convertible promissory note and related interest
are due and payable at the earlier of July 26, 2001, the closing of the sale of
Company's assets, sale of the Company or change in the control of the Company.

     The principal and interest on the note is convertible into shares of the
Company's common stock at any time at the option of the holder or automatically
with the consummation of  an equity offering by the Company where the gross
proceeds are at least $10,000,000, which includes the proceeds from the
convertible promissory note. Upon the optional conversion, the note will convert
into common stock of the Company at a price per share equal to (x) the lesser of
(i) the average trading price for 20 trading days immediately preceding the date
of notice of conversion from the holder or (ii) $1.25, multiplied by (y) a
specified percentage. Upon the automatic conversion, the price will be (x) the
lesser of (i) the average price per share paid by the investors in the financing
or (ii) $1.25, multiplied by (y) a specified percentage.

    The security issued in the foregoing transactions was either (i) offered and
sold in reliance upon exemptions from the Securities Act of 1933 ("Securities
Act") registration requirements set forth in Sections 3(b) and 4(2) of the
Securities Act, and any regulations promulgated thereunder, relating to sales by
an issuer not involving any public offering, or (ii) in the case of certain
options to purchase shares of common stock and shares of common stock issued
upon the exercise of such options, such offers and sales were made in reliance
upon an exemption from registration under Rule 701 promulgated under Section

                                      17
<PAGE>

3(b) of the Securities Act. No underwriters were involved in the foregoing
security sale.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     None.

ITEM 5. OTHER INFORMATION

     Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits:

EXHIBIT NO.                          DESCRIPTION
----------                           -----------

3.1        Certificate of Amendment of the Certificate of Incorporation.

10.1       15% Convertible Promissory Note Purchase Agreement dated as of March
           26, 2001 between CFE, Inc. and the Registrant (incorporated by
           reference to Exhibit 10.27 to Form 10-KSB for the fiscal year ended
           January 27, 2001, as filed with the Securities Exchange Commission).

10.2       Trademark Security Agreement dated as of March 26, 2001 by Registrant
           in favor of CFE, Inc. (incorporated by reference to Exhibit 10.29 to
           Form 10-KSB for the fiscal year ended January 27, 2001, as filed with
           the Securities and Exchange Commission).

10.3       15% Convertible Promissory Note dated March 26, 2001 in favor of CFE,
           Inc.

10.4       Security Agreement dated as of March 26, 2001 between CFE Inc. and
           the Registrant.

11         Statement re Computation of Per Share Earnings (not required because
           the relevant computations can be clearly determined from material
           contained in the financial statements included herein).

       (b) Reports on Form 8-K: NONE






                                  SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     TeleHubLink Corporation

Date:  June 12, 2001                 By: /s/ BRUCE W. YOUNG
                                         ----------------------------------
                                         Bruce W. Young
                                         Chief Executive Officer and
                                         President

Date:  June 12, 2001                 By: /s/ DOUGLAS A. MILLER
                                         ----------------------------------
                                         Douglas A. Miller
                                         Vice President of Finance
                                         (Principal Financial and Accounting
                                         Officer)

                                      18