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: July 31, 1999

[ ]  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)

       24 NEW ENGLAND EXECUTIVE PARK
                BURLINGTON, MA                           01803
 ----------------------------------------              ----------
 (Address of Principal Executive Offices)              (Zip Code)


                    Issuer's Telephone Number: (781) 229-1102

                                       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 of the latest practicable date: At September 13, 1999, there were
18,413,442 shares outstanding of common stock, $.01 par value per share.

Transitional Small Business Disclosure Format (check one):   [ ] Yes  [X] No


<PAGE>

                            TELEHUBLINK CORPORATION

                                      INDEX

PART I.  FINANCIAL INFORMATION                                             PAGE
------------------------------                                             ----

Item 1. Financial Statements (Unaudited):

Condensed Balance Sheets - January 30, 1999 and July 31, 1999 ..........     3

Condensed Statements of Operations for the Thirteen Weeks Ended
August 1, 1998 and July 31, 1999 and the Twenty Six Weeks Ended
August 1, 1998 and July 31, 1999 .......................................     4

Condensed Statements of Cash Flows for the Thirteen Weeks Ended
August 1, 1998 and July 31, 1999 and the Twenty Six Weeks Ended
August 1, 1998 and July 31, 1999 .......................................     5

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


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


PART II.  OTHER INFORMATION
---------------------------

Item 2. Change in Securities and Use of Proceed ........................    14


Item 6. Exhibits and Reports on Form 8-K  ..............................    14


SIGNATURES .............................................................    16

                                       2

<PAGE>
<TABLE>
<CAPTION>
                             TELEHUBLINK CORPORATION

                            CONDENSED BALANCE SHEETS

                                                                     JANUARY 30,     JULY 31,
                                  ASSETS                               1999            1999
                                                                    -----------     -----------
                                                                                    (Unaudited)
<S>                                                                 <C>             <C>
CURRENT ASSETS:
     Cash                                                           $       445     $    64,463
     Accounts Receivable, net                                               -0-         384,597
     Other Receivables                                                      -0-             -0-
     Prepaid expenses and other current assets                            5,891           7,105
                                                                    -----------     -----------
                      Total current assets                                6,336         456,165

PROPERTY AND EQUIPMENT, net                                               1,000         229,719
INTANGIBLE ASSETS, net                                                      -0-         552,523

OTHER ASSETS                                                                -0-          11,721
                                                                    -----------     -----------
                      Total assets                                  $     7,336     $ 1,250,128
                                                                    ===========     ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                               $     4,643     $   119,311
     Accrued  expenses                                                   67,000         143,459
     Notes Payable, 10% subordinated convertible
      debentures maturing July 13, 2000                                     -0-         600,000
     Other current payables                                                 -0-          93,214
     Current maturities of capital lease obligations                      1,981          39,939
                                                                    -----------     -----------
                      Total current liabilities                          73,624         995,923

CAPITAL LEASE OBLIGATIONS                                                   -0-         164,499

STOCKHOLDERS' EQUITY:
     Common stock                                                        21,181         178,734
     Additional paid-in capital                                       4,538,782         174,638
     Accumulated deficit                                             (4,626,251)       (263,666)
                                                                    -----------     -----------
                      Total stockholders' equity                        (66,288)         89,706
                                                                    -----------     -----------
                      Total liabilities and stockholders' equity    $     7,336     $ 1,250,128
                                                                    ===========     ===========
</TABLE>

      The accompanying notes are an integral part of these balance sheets.

                                       3

<PAGE>
<TABLE>
<CAPTION>
                             TELEHUBLINK CORPORATION

                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                        13 WEEKS ENDED                      26 WEEKS ENDED
                                               AUGUST 1, 1998     JULY 31, 1999     AUGUST 1, 1998    JULY 31, 1999
                                               --------------     -------------     --------------    -------------

<S>                                             <C>               <C>                <C>               <C>
Sales                                           $        -0-      $     490,245      $        -0-      $    811,077

Cost of Sales                                            -0-            266,647               -0-           468,796
                                                ------------       ------------      ------------      ------------

Gross Profit                                             -0-            223,598               -0-           342,281
                                                ------------       ------------      ------------      ------------

Selling, General and
  Administrative Expenses                       $     21,446      $     208,477      $     38,830      $    374,432
                                                ------------       ------------      ------------      ------------

(Loss)/Gain from operations                          (21,446)            15,121           (38,830)          (20,481)
                                                 ------------       ------------      ------------      ------------

Interest and Other Income                                730                 83             1,844            14,469

Interest Expense                                        (101)            (1,400)             (211)           (2,799)
                                                ------------       ------------      ------------      ------------
                                                $        629      $      (1,317)     $      1,633      $     11,670
                                                ------------       ------------      ------------      ------------

NET (LOSS)/GAIN                                 $    (20,817)     $      13,804      $    (37,197)     $    (20,481)
                                                ============       ============      ============      ============
Net (loss)/gain per weighted average
  common and common equivalent share -
  basic                                         $       (.01)     $         (--)     $       (.02)     $        (--)
                                                ============       ============      ============      ============
Weighted average common and common
  equivalent shares outstanding - basic            2,118,125         17,873,442         2,118,125        17,873,442

Net (loss)/gain per weighted average
  common and common equivalent share -
  diluted                                       $       (.01)     $          --      $       (.02)    $         (--)
                                                ============       ============      ============      ============
Weighted average common and common
  equivalent shares outstanding - diluted          2,118,125         19,455,442         2,118,125        17,873,442
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                             TELEHUBLINK CORPORATION

                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                              13 WEEKS ENDED                  26 WEEKS ENDED
                                                                     AUGUST 1, 1998  JULY 31, 1999     AUGUST 1, 1998 JULY 31, 1999
                                                                     --------------  ------------      -------------  -------------
<S>                                                                    <C>           <C>              <C>              <C>
OPERATING ACTIVITIES:
     Net loss                                                          $ (20,817)     $  13,804         $ (37,197)     $ (20,481)
     Adjustments to reconcile net loss to net
        cash and cash equivalents used in operating activities:
              Depreciation and amortization                                  375          9,484               750         27,022
              (Gain) on disposal of assets                                   -0-            (79)              -0-        (14,406)
              Changes in operating assets and liabilities-
                  (Increase)/Decrease in Accounts Receivable                 -0-       (188,225)              -0-       (267,176)
                  Decrease in Other Receivables                              -0-         29,319               -0-            -0-
                  (Increase)/(Decrease) in prepaid expenses
                    and other current assets                                (528)           670            (1,055)        (1,214)
                  (Increase) in other assets                                 -0-           (663)              -0-           (663)
                  Increase in accounts payable and accrued
                   expenses                                                (9,700)       36,923           (49,200)       121,704
                  Increase in other payables                                 -0-         35,294               -0-         90,930
                                                                       ---------      ---------         ---------      ---------
                    Net cash and cash equivalents (used in)
                          operating activities                           (30,670)       (63,473)          (86,702)       (64,284)

INVESTING ACTIVITIES:
     Purchase of Equipment                                                   -0-         (3,222)              -0-        (65,078)
     Purchase of Intangible Assets                                           -0-       (468,018)              -0-       (557,634)
     Proceeds from Sale of Equipment                                         -0-          2,322               -0-         22,655
                                                                       ---------      ---------         ---------      ---------
                    Net cash provided by investing activities                -0-       (468,918)              -0-       (600,057)

FINANCING ACTIVITIES:
     Proceeds from stock issuance, net of expenses                           -0-            -0-               -0-        138,361
     Proceeds from notes payable                                             -0-        600,000               -0-        600,000
     Payments made on capital lease obligations                             (375)        (5,908)             (741)       (10,002)
                                                                       ---------      ---------         ---------      ---------
                    Net cash provided by/(used in) financing
                     activities                                            (375)       594,092              (741)       728,359
                                                                       ---------      ---------         ---------      ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                     (31,045)        61,701           (87,443)        64,018

CASH AND CASH EQUIVALENTS, beginning of period                            74,315          2,762           130,713            445
                                                                       ---------      ---------         ---------      ---------

CASH AND CASH EQUIVALENTS, end of period                               $  43,270      $  64,463         $  43,270      $  64,463
                                                                       =========      =========         =========      =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         Cash paid during the period for interest                      $     101      $   1,400         $     211      $   2,799
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                             TELEHUBLINK CORPORATION

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                                  JULY 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The accompanying unaudited condensed interim financial statements of TeleHubLink
Corporation (formerly known as What A World!, Inc.) (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. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. These financial statements should be read
in conjunction with the financial statements and notes thereto for the year
ended January 30, 1999, which are included in the Company's Annual Report on
Form 10-KSB filed on May 14, 1999.

ACQUISITION AND RECAPITALIZATION

On February 4, 1999, the Company (formerly known as What A World!, Inc.)
acquired all of the outstanding common stock of Tele Hub Link Corporation
("TeleHub"), a privately held company organized under the laws of the Province
of Ontario, Canada. For accounting purposes, the acquisition has been treated as
an acquisition of the Company by TeleHub and as a recapitalization of TeleHub.
As a result of the recapitalization, the financial results of the Company will
be primarily those of TeleHub. Pursuant to the February 4, 1999 transaction, the
Company acquired from the TeleHub shareholders all of the outstanding capital
stock of TeleHub and the Company issued to the TeleHub shareholders shares of
the Company's common stock at a rate of 3.9252318 shares for each share of
common stock of TeleHub. As a result, TeleHub became a wholly-owned subsidiary
of the Company. The Company's Certificate of Incorporation was also amended on
February 4, 1999 to increase to 50,000,000 the number of shares of the Company's
common stock authorized for issuance by the Company. In addition, the name of
the Company was changed from What A World!, Inc. to TeleHubLink Corporation.

INTANGIBLE ASSETS

Intangible assets consist primarily of the acquisition and recapitalization
costs related to the Company's business combinations (see above and note 5).
All intangible assets will be amortized over a three to fifteen-year period.

FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are converted into US Dollars using the rate of
exchange in effect at the balance sheet date for monetary items in assets and
liabilities. For non-monetary items in assets and liabilities, the initial
exchange rate is used. Income statement items are converted at the average rate
in effect during the transaction month. Gains and losses on currency exchange
are reported on the statement of operations.

FISCAL YEAR

The Company's Fiscal Year ends on the Saturday closest to January 31.

NET LOSS PER WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARE

                                       6
<PAGE>

Net loss per weighted average common and common equivalent share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding and dilutive common equivalent shares from stock options and
warrants using the treasury stock method.

2. STOCK OFFERING:

In February 1999, the Company consummated a financing arrangement pursuant to
which it issued 2,593,979 shares of Common Stock for an aggregate of $165,214.
Proceeds of the financing were used to fund working capital requirements of the
Company and for general corporate purposes.

In July 1999, the Company sold a total of 24 units, by means of a private
placement, for gross proceeds of $600,000. Each unit consisted of a 10%
subordinated convertible debenture due July 2000 in the principal amount of
$25,000. The Company will be required to issue up to an aggregate of 1,200,000
shares of common stock in the event all of the debenture holders elect to
convert their debentures on the maturity date thereof. In addition, pursuant to
the terms of such offering, the Company will also be required to issue, on the
maturity date of the debentures, warrants to purchase an aggregate of from
150,000 shares of common stock (if no debenture holders elect to convert their
debentures) to 1,200,000 shares of common stock (if all debenture holders elect
to convert their debentures). A portion of the proceeds of such financing was
used to fund certain cash costs associated with the acquisition of Web Trafic
Inc. (see note 5 below) and the payment of certain past due obligations, and the
balance is expected to be used to fund additional future acquisitions,if any,
and to fund working capital and general corporate purposes.

3. STOCK OPTION PLANS:

In November 1994, the Board of Directors adopted the 1994 Stock Option Plan (the
"Stock Option Plan"). Following approval by the Board of Directors and
Stockholders of the Company, effective May 21, 1996, the Stock Option Plan was
amended to add 300,000 shares to the previously authorized 260,000 shares that
were subject to options under the Stock Option Plan. The amendment resulted in a
total of 560,000 shares of common stock available for grant under the Stock
Option Plan. No options were granted under the Stock Option Plan during the
three-month period ended July 31, 1999. As of July 31, 1999, 520,000 options
were outstanding under the Stock Option Plan.

In November 1994, the Board of Directors also approved the 1994 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan"), pursuant to which 40,000
shares are reserved for issuance in connection with options granted or available
for grant to the Company's non-employee directors. No options were granted under
the Directors' Plan during the three-month period ended July 31, 1999. As of
July 31, 1999, 20,000 options were outstanding under the Directors' Plan.

4. ADDITIONAL OPTIONS:

In February 1999, the Company granted to Mr. Patrick Thomas, Chief Operating
Officer and a director of the Company, time-based options to acquire an
aggregate of 150,000 shares of Common Stock and performance-based options to
acquire an aggregate of 50,000 shares of Common Stock, and granted to Mr. John
DeLuca, a Vice President and director of the Company, time-based options to
acquire an aggregate of 250,000 shares of Common Stock and performance-based
options to acquire an aggregate of 50,000 shares of Common Stock. Effective May
1, 1999, Mr. DeLuca resigned as an officer and director of the Company and is
currently serving as a consultant to the Company. In connection with Mr.
DeLuca's resignation, all of his time-based and performance-based options were
cancelled; however, the Company currently anticipates that, subject to
negotiation of a definitive agreement, the Company will issue additional options
to Mr. DeLuca in consideration for his services as a consultant. All of the
options granted to Mr. Thomas are exercisable at a price of $.06 per share. The
time-based options vest in equal installments on each of the first three
anniversaries of the date of grant and the performance-based options are subject
to vesting based on the Company's having met certain performance criteria.

                                       7
<PAGE>

On February 4, 1999, the Company granted to Bruce Young, the Company's President
and Chief Executive Officer, options to acquire an aggregate of 500,000 shares
at the fair market value of the common stock at the date of the grant. The
exercise price is $.8125 per share. Fifty percent of such options vested
immediately upon grant, and the balance of such options will vest on the first
anniversary of the date of grant; provided however, that in the event the
closing bid quotation of the Company's common stock equals or exceeds $5.00 for
a period of 30 consecutive trading days, the remaining unvested options will
become immediately vested and exercisable.

In February 1999, the Company also granted to a third-party consultant in
consideration for goods and services provided by him to the Company, options to
purchase an aggregate of 90,000 shares at the fair market value of the common
stock at the date of the grant. The exercise price is $.8125 per share.

In connection with the Company's acquisition of Web Trafic Inc. on August 2,
1999, the Company retained a management firm operated by the former President of
Web Trafic Inc.to assist the Company in establishing its Internet division.
Pursuant to the Company's agreement with such management firm, the Company
granted to the firm options to acquire an aggregate of 250,000 shares at an
exercise price of $.50 per share. Of such options, 50,000 vested immediately
upon execution of the agreement and the remaining 200,000 options will vest and
become exercisable in increments of 50,000 options on each six-month anniversary
of the agreement, subject to completion of certain milestones.

5. SUBSEQUENT EVENTS:

On May 13, 1999, the Company entered into a letter of intent to acquire all of
the outstanding shares of wirelessEncryption.com, a privately-held development
stage company which is currently in the process of developing advanced
ultra-secure signal processing technology for wireless and Internet
communications as well as other data transmissions. Consummation of the
transaction is subject to completion of due diligence and preparation of a
definitive purchase agreement and related documentation. There can be no
assurance that the parties to the acquisition will enter into a definitive
agreement or that, if a definitive agreement is entered into, the acquisition
will be completed or, if completed, that the acquisition would generate
meaningful revenues or profits for the Company.

On August 2, 1999, the Company acquired all the assets of Web Trafic Inc., a
privately held company that provides Internet e-commerce opportunities to small
and medium sized businesses, in consideration for which the Company paid
$50,000. In addition, in connection with such transaction, the Company retained
a management firm to assist the Company in developing its Internet division (see
note 4 above). There can be no assurance that this acquisition will generate
meaningful revenues or profits for the Company.

On August 16, 1999, the Company consummated a financing arrangement pursuant to
which it issued 540,000 shares of Common Stock for an aggregate of $675,000.
Proceeds of the financing will be used for potential acquisitions, for the
payment of certain obligations, to fund working capital requirements of the
Company, and to use for general corporate purposes.

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

GENERAL

TeleHubLink Corporation (formerly known as What A World!, Inc.)(the "Company")
was incorporated under the laws of the State of Delaware in July 1993. Until May
1997, the Company operated as a mall-based specialty retailer of a wide
assortment of products which targeted customers having an active interest in
nature, the environment, education, wildlife, the outdoors and science. In May
1997, the Company sold substantially all of its assets to Natural Wonders, Inc.
for cash in the amount of $517,795 plus the assumption by Natural Wonders, Inc.
of specified liabilities (the "1997 Sale"). The completion of the 1997 Sale
terminated the Company's specialty retail operations. For the period May 1997
through February 3, 1999, the Company had no operating business and 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. On
February 4, 1999, the Company acquired all the issued and outstanding capital
stock of Tele Hub Link Corporation ("TeleHub"), a privately-held company
organized under the laws of the Province of Ontario, Canada, that is engaged in
the business of providing teleservices. Pursuant to a Share Purchase Agreement
dated as of December 21, 1998 (as amended, the "Share Purchase Agreement")

                                       8
<PAGE>
between the Company, TeleHub and the shareholders of TeleHub (the "TeleHub
Shareholders"), the Company acquired from the TeleHub Shareholders all of the
issued and outstanding capital stock of TeleHub in exchange for an aggregate of
13,011,339 shares (the "Shares") of common stock, par value $.01 per share
("Common Stock"), of the Company (or 3.9252318 shares of the Company's Common
Stock for each share of TeleHub common stock) and, as a result thereof, TeleHub
became a wholly-owned subsidiary of the Company (the "TeleHub Transaction"). In
addition, in connection with the TeleHub Transaction, the Company amended its
Certificate of Incorporation in order to change its name from What A World!,
Inc. to TeleHubLink Corporation. As a result of the 1997 Sale and the TeleHub
Transaction, the Company currently operates as a holding company, the principal
asset of which is its 100% ownership interest in TeleHub. Accordingly, the
business of the Company is currently conducted primarily through TeleHub.

PLAN OF OPERATION

     Since the consummation of the TeleHub Transaction, the Company, through its
wholly-owned subsidiary TeleHub, has been primarily engaged in the business of
providing call center teleservices, including both inbound and outbound
teleservices. The Company has not generated any meaningful revenues since the
consummation of the TeleHub Transaction, and although the Company in the second
quarter of fiscal 1999 recognized limited profits for the first time since the
1997 Sale, there can be no assurance that the Company's operations will continue
to generate profits or that such profits, if any, would be significant.

The Company is seeking to continue the development of its multi-service call
center "HUB" concept, pursuant to which the Company would act as a central focus
for businesses to outsource typical non-core functions and capitalize on the
network to be established by the Company. In this connection, the Company offers
or proposes to offer the following services: providing call center teleservices,
including inbound and outbound call center activities in connection with sales,
marketing, customer support and product support; selling local and long distance
telecom services; and selling certain cellular and PCS telephone services. In
addition, the Company is also seeking to expand its operations by servicing the
Internet market, and is in the early stages of establishing a structure to
address the emerging Internet "e-commerce" market. In this connection, the
Company has formed a new Internet division which is engaged in selling client
advertisements to Internet malls, facilitating the creation of web sites for its
clients and providing e-commerce fulfillment services, and is currently in
discussions regarding possible acquisitions of certain Internet-related
businesses. In August 1999, the Company acquired all of the assets of Web Trafic
Inc., a privately-held company which has acquired the rights to sell advertising
for e-commerce on iMall, one of the leading e-commerce websites on the Internet
with approximately 1,600 merchants. Web Trafic Inc. serves as an independent
Canadian representative for iMall, Inc., and intends to market its services
through its business listings, classified ads, referral web pages and portals.
In consideration for the Web Trafic Inc. assets, the Company paid $50,000 and,
in connection with the acquisition, the Company retained a management firm
operated by the former President of Web Trafic Inc. to assist the Company in
developing its Internet division. There can be no assurance that this
acquisition will generate meaningful revenues or profits for the Company. In
addition, the Company will be required to obtain additional financing in order
to fund the development and operational costs of any companies, including Web
Trafic Inc., acquired by the Company. There can also be no assurance that the
Company will be successful in implementing its "HUB" concept or developing its
teleservices operations or Internet-related businesses.

                                       9
<PAGE>

A key element of the Company's strategy involves growth through acquisitions of
other companies or assets that would complement or expand the Company's existing
business. On May 13, 1999, the Company entered into a letter of intent to
acquire wirelessEncryption.com, a development stage company which is working on
the development of a product which encrypts data at the signal level while
enhancing signal reception and voice quality. The Company presently anticipates
that it may issue up to 1,000,000 unregistered shares of its common stock in
connection with the acquisition of wirelessEncryption.com and that it may also
issue up to 4,000,000 additional unregistered shares of is common stock
depending upon the satisfaction of certain milestones and other conditions.
Consummation of the transaction is subject to completion of due diligence and
preparation of a definitive purchase agreement and related documentation.
Affiliates of Mr. Stanley Young, Chairman of the Board and a director of the
Company, and members of his family own a substantial equity interest in
wirelessEncryption.com. There can be no assurance that the parties to the
acquisition will enter into a definitive agreement or that, if a definitive
agreement is entered into, the acquisition will be completed or, if completed,
that the acquisition would generate meaningful revenues or profits for the
Company. In addition, if the acquisition is consummated, the Company will be
required to obtain additional financing to fund the development and operational
costs of the acquired company.

     The Company's long-term strategy is to provide comprehensive
telecommunication-based solutions to facilitate its clients' marketing, sales
and other business objectives. Through relationships with clients and strategic
alliances, and its combination of proposed teleservices activities, the Company
intends to provide its clients with a multi-service call center or "HUB" that
will link clients with their ultimate customers and other organizations across
various complementary industries. In addition, as part of this strategy, the
Company will also seek to introduce its clients to the emerging "e-commerce"
market and to thereby expand its business by providing various Internet services
to its clients.

     The Company's proposed plan of operation and prospects will be largely
dependent on the Company's ability to successfully establish and equip
additional call centers on a timely and cost effective basis; hire and retain
skilled technical, marketing and other personnel; successfully expand into the
Internet market and attract and retain significant numbers of clients.

RECENT DEVELOPMENTS

In July 1999, the Company sold a total of 24 units, by means of a private
placement, for gross proceeds of $600,000 (the "July 1999 Private Financing").
Each unit consisted of a 10% subordinated convertible debenture due July 13,
2000 in the principal amount of $25,000. The Company will be required to issue
up to an aggregate of 1,200,000 shares of common stock in the event all of the
debenture holders elect to convert their debentures on the maturity date
thereof. In addition, pursuant to the terms of such offering, the Company will
also be required to issue, on the maturity date of the debentures, warrants to
purchase an aggregate of from 150,000 shares of common stock (if no debenture
holders elect to convert their debentures) to 1,200,000 shares of common stock
(if all debenture holders elect to convert their debentures). A portion of the
proceeds of such financing was used to fund certain cash costs associated with
the acquisition of Web Trafic Inc. and the payment of certain past due
obligations, and the balance is expected to be used to fund additional future
acquisitions, if any, and to fund working capital and general corporate
purposes.

     On August 16, 1999, the Company consummated a financing arrangement
pursuant to which it issued 540,000 shares of Common Stock for an aggregate of
$675,000 (the "August 1999 Private Financing). Proceeds of the financing will be
used for potential acquisitions, for the payment of certain obligations, to fund
working capital requirements of the Company, and for general corporate purposes.

                                       10
<PAGE>

     In the event the Company consummates the acquisiton of
wirelessEncryption.com, the Company currently intends to invest a portion of the
proceeds of the July 1999 Private Financing and the August 1999 Private
Financing, and may issue additional debt or equity securities, in connection
with such acquisition. However, the Company may elect not to acquire
wirelessEncryption.com and may invest in or acquire additional companies which
may be identified by management. There can be no assurance that any acquisitions
will be completed or, if completed, that any acquisition would generate
meaningful revenues or profits for the Company.

RESULTS OF OPERATIONS

THIRTEEN AND TWENTY SIX WEEKS ENDED JULY 31, 1999 COMPARED TO THE THIRTEEN AND
TWENTY SIX WEEKS ENDED AUGUST 1, 1998

     Net sales for the thirteen weeks ended July 31, 1999 (the "Second Quarter
of Fiscal 1999) increased to approximately $490,200 from net sales of $0 for the
comparable thirteen weeks ended August 1, 1998 (the "Second Quarter of Fiscal
1998"). Net sales also increased for the twenty-six weeks ended July 31, 1999 to
approximately $811,077 from net sales of $0 for the twenty-six weeks ended
August 1, 1998. The increases are the result of the acquisition of TeleHub's
business in the TeleHub Transaction.

     Gross profit for the Second Quarter of Fiscal 1999 was approximately
$223,600 or 46.0% of sales, as compared with $0 for the Second Quarter of Fiscal
1998. Gross profit for the first twenty six weeks of fiscal 1999 was
approximately $342,300 or 42.0% of sales, as compared with $0 for the first
twenty six weeks of fiscal 1998. The increase is the result of the acquisition
of TeleHub in the TeleHub Transaction.

     Selling, general and administrative expenses ("SG&A") increased to
approximately $208,500 in the Second Quarter of Fiscal 1999 and to approximately
$374,400 in the first twenty-six weeks of fiscal 1999 from approximately $20,700
and $37,200 for the Second Quarter of Fiscal 1998 and the first twenty-six weeks
of fiscal 1998. The primary components of SG&A are rent, salaries (including
commissions and fringe benefits), consulting fees, depreciation, travel and
promotion, and corporate overhead expenses (including primarily professional
fees, insurance, administrative salaries (including fringe benefits), transfer
agent fees and printing fees). In the Second Quarter of Fiscal 1999, corporate
overhead expenses accounted for approximately $70,000 or 34% of the total SG&A,
while corporate overhead expenses accounted for approximately $130,000 or 35% of
the total SG&A for the first twenty six weeks of fiscal 1999. The increases in
SG&A for the Second Quarter of Fiscal 1999 as compared to the Second Quarter of
Fiscal 1998 were primarily the result of the Company's having acquired an
operating business as a result of the TeleHub Transaction.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary ongoing capital requirements are anticipated to be
for funding its operations and exploring any opportunities to effect future
acquisitions, whether by merger, exchange of capital stock or other business
combination. There can be no assurance that any such transactions will be
effected. In view of the limited resources of the Company, consideration may be
given to additional equity or debt placement to fund merger and acquisition
activities as well as to fund working capital for general corporate purposes
that might be required to effectuate the Company's business objective.

     The Company had working capital of approximately $(539,800) and $(67,300)
at July 31, 1999 and January 30, 1999, respectively. Since the TeleHub
Transaction, the Company's primary ongoing capital requirements have been and
are anticipated to be for funding its operations and exploring and developing
opportunities in the call center teleservices industry and in expanding its
business into servicing the Internet market.

     In July 1999, the Company consummated the July 1999 Private Financing,
pursuant to which it sold a total of 24 units, by means of a private placement,
for gross proceeds of $600,000. Each unit consisted of a 10% subordinated
convertible debenture due July 13, 2000 in the principal amount of $25,000. The
Company will be required to issue up to an aggregate of 1,200,000 shares of
common stock in the event all of the debenture holders elect to convert their
debentures on the maturity date thereof. In addition, pursuant to

                                       11
<PAGE>

the terms of such offering, the company will also be required to issue, on the
maturity date of the debentures, warrants to purchase an aggregate of from
150,000 shares of common stock (if no debenture holders elect to convert their
debentures) to 1,200,000 shares of common stock (if all debenture holders elect
to convert their debentures). A portion of the proceeds of such financing was
used to fund certain cash costs associated with the acquisition of Web Trafic
Inc. and the payment of certain past due obligations, and the balance is
expected to be used to fund additional future acquisitions, if any, and to fund
working capital and general corporate purposes.

     On August 16, 1999, the Company consummated the August 1999 Private
Financing pursuant to which it issued 540,000 shares of Common Stock for an
aggregate of $675,000. Proceeds of the financing will be used for potential
acquisitions, for the payment of certain obligations, to fund working capital
requirements of the Company, and to use for general corporate purposes.

     As described above, the Company currently anticipates that it will continue
to seek additional financing from several sources, including private placements
of debt and/or equity securities, in order to fund its business expansion plans,
including funding acquisition opportunities which may arise, and to provide
short-term working capital. 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.

     During the first twenty-six weeks of fiscal 1999, cash increased by
approximately $64,000 to approximately $64,500. The overall increase in cash
resulted primarily from the cash received from the Company's July 1999 Private
Financing arrangement. The Company repaid approximately $10,000 in indebtedness
during the period.

     During the first twenty-six weeks of fiscal 1998, cash decreased by
approximately $87,400 to approximately $43,200. The overall decrease in cash
resulted primarily from the Company's paying ongoing general and administrative
costs, repayment of debt, and the loss of the Company's main source of cash flow
as a result of the Company's discontinuing its retail operations. The Company
repaid approximately $700 in indebtedness during the period.

     During the first twenty-six weeks of fiscal 1998, the Company did not
maintain any lines of credit or cash borrowings to finance its reduced capital
requirements.

     FORWARD-LOOKING STATEMENTS

     Certain statements in the foregoing discussion of financial condition and
the results of operations, or elsewhere in this document, represent
"forward-looking" statements as defined in the Private Securities Litigation
Reform Act of 1996. Such statements involve matters that are subject to risks
and uncertainties, as a result of which actual future results or events may
differ materially depending on a variety of factors.

     The Company's future operations are subject to various risk factors,
including the following: the limited funds currently available to the Company
may not be adequate for the Company to pursue its business objectives, and there
is no assurance funds will be available from any source and, if not available,
the Company will be required to limit its operations to those that can be
financed from existing funds; TeleHub has a limited operating history and there
can be no assurance that any of its future activities will be profitable; as a
holding company, the Company's success will depend on the operations, financial
condition and management of TeleHub and any other companies which the Company
may acquire, and in the event the Company does not have the resources or is
otherwise unable to diversify its operation into a number of areas, the Company
may become subject to economic fluctuations within a particular business or
industry and thereby increase the risks associated with its operations; the
Company may be unable to successfully complete acquisitions of assets or
complementary companies which are necessary to expand its business, and may be
unable to integrate into its operations any such businesses or assets acquired
by it;

                                       12
<PAGE>

TeleHub is a start-up company and, as such, may become subject to the problems,
expenses, difficulties, complications and delays that are frequently encountered
by a company establishing a new business; TeleHub may be unable to secure
teleservices contracts with clients or generate revenues under any such
contracts it does secure; TeleHub may be unable to successfully develop and
utilize its acquired infrastructure and develop databases to perform
teleservices for its clients and may be unable to successfully implement
marketing and sales methods for its services or expand into new areas, including
Internet and "e-commerce" related businesses; TeleHub may be unable to acquire
and implement quality telecommunications and computer technology and end user
database and software products necessary for its operations; TeleHub may be
unable to respond to changing technological developments and acquire and
implement new equipment and systems to meet changing customer needs on a timely
and cost-effective basis; TeleHub may be unable to adequately ensure that its
operations will not be adversely impacted by the Year 2000 Issue; TeleHub's
inability to obtain adequate local or long distance telephone service, or any
interruption in such service or rate increases relating thereto, could
materially adversely affect TeleHub's business, results of operations and
financial condition; TeleHub may not be able to procure, hire and train on a
timely basis a sufficient labor force of qualified employees or independent
contractors in connection with an increase, if any, in the volume of its
teleservices business; TeleHub's failure to retain the service of its key
employees or its failure to retain additional qualified management personnel to
support its planned growth could have a material adverse effect on TeleHub; the
teleservices industry is highly competitive and is characterized by low barriers
to entry and rapid growth, and TeleHub may not be able to compete effectively
against its current competitors or future competitors, many of whom may be
substantially larger and better capitalized than TeleHub; and any changes to
existing Canadian or U.S. federal, provincial or state laws or regulations
governing TeleHub's business, or any additional laws or regulations, could limit
TeleHub's current or future activities or could significantly increase TeleHub's
cost of compliance.

YEAR 2000 COMPLIANCE

The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. The Company
recognizes the need to ensure that its operations will not be adversely impacted
by software failures caused by the advent of the year 2000. While the Company
intends to obtain assurance from its program suppliers and independently assess
acquired computer programs regarding Year 2000 issue computer risks, the systems
on which the Company relies may be adversely impacted by software failures
caused by the advent of the Year 2000. It is not possible to be certain that all
aspects of the Year 2000 issue affecting the Company, including those related to
the efforts of customers, suppliers, or other third parties, will be fully
resolved. The likely worst case scenario may be an inability to efficiently
process incoming and outgoing telephone calls at the Company's call center and
to process its daily business for some period of time. The lost reserves, if
any, resulting from a worst case scenario would depend on the time period in
which the failure goes uncorrected and the difficulty of remediating such
failure. Management is currently assessing the need to develop contingency plans
for its call center operations. However, the Company does not currently believe
that such contingency plans will be required due to its use of alternative
technology systems at the Company's call center.



                                       13
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

In July 1999, the Company sold a total of 24 units, by means of a private
placement, for gross proceeds of $600,000 (the "July 1999 Private Financing").
Each unit consisted of a 10% subordinated convertible debenture on 2000 in the
principal amount of $25,000. Upon maturity of the debentures on July 13, 2000,
holders will be entitled to be paid 100% of the principal amount of each
debenture (plus accrued interest thereon) either in cash or in shares of common
stock of the Company, at the holder's option. The number of shares issuable on
the maturity date of the debentures will be based on a conversion price of $.50
per share (subject to adjustment for stock splits and similar transactions). Any
holder who elects to receive payment on a debenture in the form of shares of
common stock of the Company shall also receive, concurrent with such payment,
redeemable warrants to purchase an aggregate of 50,000 shares of common stock at
an exercise price of $2.50 per share (subject to adjustment) for each $25,000
debenture converted into common stock. Any holder who elects to receive payment
on a debenture in the form of cash shall also receive, concurrent with such
payment, redeemable warrants to purchase an aggregate of 6,250 shares of common
stock at an exercise price of $2.00 per share (subject to adjustment) for each
$25,000 debenture paid in cash. Each warrant will be exercisable for a
three-year period commencing on the date of issuance. A portion of the proceeds
of such financing was used to fund certain cash costs associated with the
acquisition of Web Trafic Inc. and the payment of certain past due obligations,
and the balance is expected to be used to fund additional future acquisitions,
if any, and to fund working capital and general corporate purposes. The
Registrant relied upon the exception provided by Section 4(2) of the Securities
Act of 1933 in connection with the issuance and sale of such securities.

     On August 16, 1999, the Company consummated a financing arrangement
pursuant to which it issued 540,000 shares of Common Stock for an aggregate of
$675,000. Proceeds of the financing will be used for potential acquisitions, for
the payment of certain obligations, to fund working capital requirements of the
Company, and to use for general corporate purposes. The Registrant relied upon
the exception provided by Section 4(2) of the Securities Act of 1933 in
connection with the issuance and sale of such securities.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:
     10.1   Employment Agreement between the Company and Bruce W. Young
     10.2   Form of Debenture Issued in July 1999 Private Financing
     10.3   Form of Warrants to be issued in connection with July 1999
             Private Financing
     10.4   Registration Rights Agreement entered into in connection
            with July 1999 Private Financing
     10.5   Registration Rights Agreement entered into in connection
            with August 1999 Private Financing
            Resources
     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).
     27     Financial Data Schedule (For SEC Use Only)
     99.1   Purchase Agreement between the Company and Web Trafic Inc.
     99.2   Management Agreement between the Company and Serge Trudeau Resources

                                       14
<PAGE>

(b)      Reports on Form 8-K:

                           The Company did not file any reports on Form 8-K
                           during the thirteen weeks ended July 31, 1999.


                                       15
<PAGE>

                                   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:   SEPTEMBER 14, 1999       By: /s/ BRUCE W. YOUNG
     ---------------------          ----------------------------------
                                     Bruce W. Young
                                     President

Date:   SEPTEMBER 14, 1999       By: /s/ PATRICK THOMAS
     ---------------------          ----------------------------------
                                     Patrick Thomas
                                     Chief Operating Officer
                                     (Principal Financial and Accounting
                                     Officer)

                                       16
<PAGE>
                                 EXHIBIT INDEX

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

 10.1   Employment Agreement between the Company and Bruce W. Young
 10.2   Form of Debenture Issued in July 1999 Private Financing
 10.3   Form of Warrants to be issued in connection with July 1999
        Private Financing
 10.4   Registration Rights Agreement entered into in connection
        with July 1999 Private Financing
 10.5   Registration Rights Agreement entered into in connection
        with August 1999 Private Financing
        Resources
 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).
 27     Financial Data Schedule (For SEC Use Only)
 99.1   Purchase Agreement between the Company and Web Trafic Inc.
 99.2   Management Agreement between the Company and Serge Trudeau Resources