<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 July 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 September 10, 2001, there were
29,377,093 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:

Condensed Consolidated Balance Sheets - July 28, 2001 (unaudited)and
January 27,2001 ............................................................  3

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

Condensed Consolidated Statements of Cash Flows for the Twenty-six Weeks
Ended July 28, 2001 and July 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 and Use of Proceeds .......................... 18

Item 3. Defaults Upon Senior Securities .................................... 18

Item 4. Submission of Matters To a Vote of Security Holders ................ 19

Item 6. Exhibits and Reports on Form 8-K ................................... 19

SIGNATURES ................................................................. 20
<PAGE>

The accompanying interim unaudited consolidated condensed financial statements
have not been reviewed by an independent accountant although a review by an
independent accountant using professional review standards and procedures is
required by Form 10-QSB. We have not engaged KPMG LLP or any other independent
accountant to perform such a review due to our cash flow constraints.

                            TELEHUBLINK CORPORATION
                               AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      July 28,       January 27,
                                                                        2001             2001
                                                                    ------------     ------------
                                                                      (Unaudited)
<S>                                                                <C>               <C>
                                    ASSETS

Current Assets:
     Cash and cash equivalents                                       $   175,232      $   576,966
     Accounts receivable, net                                            255,611          241,331
     Advances to employees                                                80,000           80,500
     Prepaid expenses and other current assets                           204,706          556,755
                                                                    ------------     ------------
                      Total current assets                               715,549        1,455,552

Property and equipment, net                                            1,124,277        1,274,273
Intangible assets, net                                                 1,537,440        2,341,715
Security Deposits                                                        216,400          216,400
                                                                    ------------     ------------
                      Total assets                                   $ 3,593,666      $ 5,287,940
                                                                    ============     ============

                      Liabilities and Stockholders' Equity (Deficit)

Current Liabilities:
     Accounts payable                                                $ 1,600,902      $   869,920
     Accrued expenses                                                    477,133        1,660,227
     Convertible promissory note                                       2,627,397               --
     Short-term portion of deferred rent                                  56,580           56,580
     Equipment loan                                                      180,674          180,674
                                                                    ------------     ------------
                      Total current liabilities                        4,942,686        2,767,401

Long-term Liabilities:
       Long-term portion of deferred rent                                160,642          179,363
                                                                    ------------     ------------
                       Total liabilities                               5,103,328        2,946,764
                                                                    ------------     ------------

Stockholders' Equity (Deficit):
     Common stock                                                        293,771          290,830
     Additional paid-in capital                                       33,104,770       32,857,711
     Deferred compensation                                              (524,149)        (806,032)
     Accumulated deficit                                             (34,384,054)     (30,001,333)
                                                                    ------------     ------------
                      Total stockholders' equity (deficit)            (1,509,662)       2,341,176
                                                                    ------------     ------------
                      Total liabilities and stockholders'
                                         equity (deficit)            $ 3,593,666      $ 5,287,940
                                                                    ============     ============
</TABLE>

    See accompanying notes to condensed consolidated financial statements.
<PAGE>

                            TELEHUBLINK CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                         THIRTEEN WEEKS ENDED  THIRTEEN WEEKS ENDED   TWENTY-SIX WEEKS ENDED  TWENTY-SIX WEEKS ENDED
                                            July 28, 2001         July 29, 2000           July 28, 2001           July 29, 2000
                                         -------------------   ------------------     -------------------     ------------------
<S>                                      <C>                   <C>                    <C>                     <C>
Revenue                                  $         1,004,499            4,959,701           $   2,400,108            $  5,298,247
Cost of revenue                                      659,654            4,362,660               1,791,458               4,613,832
                                         -------------------   ------------------     -------------------     -------------------
Gross profit                                         344,845              597,041                 608,650                 684,415
                                         -------------------   ------------------     -------------------     -------------------
Operating expenses:
Research and development                             599,557              337 149               1,680,583                 826,600
Selling, general and administrative
  expenses (includes stock-based
  charges of $112,851 and $472,231
  for the thirteen week period
  ended July 28, 2001 and  July
  29, 2000 respectively and $281,883
  and $615,239 for the twenty-six week
  period ended July 28, 2001 and July
  29, 2000 respectively)                             907,667            1,521,321               2,212,832               2,083,211
Provision for bad debt                                    --              286,016                      --                 286,016
Depreciation and amortization                        454,159              372,525                 979,391                 656,569
                                         -------------------   ------------------     ------------------      -------------------
Total operating expenses                           1,961,383            2,517,011               4,872,806               3,852,396
                                         -------------------   ------------------     -------------------     -------------------
Operating loss                                    (1,616,538)          (1,919,970)             (4,264,156)             (3,167,981)

Other income (expense):
Interest and other income                              3,975              141,823                   8,832                 198,379
Interest expense                                     (95,548)            (186,738)               (127,397)               (352,577)
                                         -------------------   ------------------     -------------------     -------------------

Net loss                                          (1,708,111)          (1,964,885)             (4,382,721)             (3,322,179)
                                         ===================   ==================     ===================     ===================
Basic and diluted net loss per share     $              (.06)  $             (.07)    $              (.15)                   (.13)
                                         ===================   ==================     ===================     ===================
Weighted average shares of common
   stock outstanding used in
   computing basic and diluted net
   loss per share                                 29,089,439           26,819,803              29,086,207              26,126,932
                                         ===================   ==================     ===================     ===================
</TABLE>

    See accompanying notes to condensed consolidated financial statements.
<PAGE>

                            TELEHUBLINK CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                              TWENTY-SIX WEEKS ENDED   TWENTY-SIX WEEKS ENDED
                                                                                   JULY 28, 2001            JULY 29, 2000
                                                                              -----------------------   ---------------------
<S>                                                                           <C>                       <C>
Cash flows from operating activities:
   Net loss                                                                          $(4,382,721)           $(3,322,179)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization                                                       979,391                656,569
     Amortization of debt discount                                                            --                319,700
     Stock-based charges                                                                 281,883                615,239
     Changes in operating assets and liabilities,
     net of impact of business acquisitions:
       Accounts receivable                                                               (14,280)               (97,727)
       Prepaid expenses and other current assets                                         352,549                (43,551)
       Other assets                                                                           --                (11,444)
       Accounts payable                                                                  858,379                (46,971)
       Accrued expenses                                                               (1,201,816)              (309,997)
                                                                                     -----------            -----------
   Net cash used in operating activities                                              (3,126,615)            (2,240,361)
                                                                                     -----------            -----------
Cash flows from investing activities:
     Proceeds from sale of assets                                                             --                125,000
     Purchases of property and equipment                                                 (25,119)              (524,583)
                                                                                     -----------            -----------
   Net cash used in investing activities                                                 (25,119)              (399,583)
                                                                                     -----------            -----------
Cash flows from financing activities:
     Proceeds from issuance of common stock                                              250,000              7,939,132
     Proceeds from exercise of stock options                                                  --                 12,187
     Proceeds from note payable                                                        2,500,000                     --
     Proceeds from stockholders' note receivable                                              --                  3,763
                                                                                     -----------            -----------
   Net cash provided by financing activities                                           2,750,000              7,955,082
                                                                                     -----------            -----------

   Net increase in cash and cash equivalents                                            (401,734)             5,315,138

   Cash and cash equivalents, beginning of period                                        576,966                 26,549
                                                                                     -----------            -----------

   Cash and cash equivalents, end of period                                          $   175,232            $ 5,341,687
                                                                                     ===========            ===========
   Supplemental disclosure information:
   Cash paid during the period for interest                                          $        --                    839
                                                                                     ===========            ===========
   Non-cash investing and financing activities:
     Conversion of subordinated convertible debentures and
     accrued interest thereon to common stock                                        $        --            $   660,000
                                                                                     ===========            ===========
   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.
<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 accompanying interim unaudited consolidated condensed
financial statements have not been reviewed by an independent accountant
although a review by an independent accountant using professional review
standards and procedures is required by Form 10-QSB. We have not engaged KPMG
LLP or any other independent accountant to perform such a review due to our cash
flow constraints. In the opinion of management, all 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 twenty-six weeks ended July 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 July 29, 2000 condensed
consolidated financial statements to conform to the July 28, 2001 presentation.

(2) ISSUANCE OF CONVERTIBLE PROMISSORY NOTE & SALE OF COMMON STOCK

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 were
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. To date the Company has not made payment on this note since the $12
million financing described below has not been consummated as of this filing.

On July 27, 2001, the Company raised $250,000 in exchange for 294,118 shares of
common stock. This funding represented an initial installment of a planned
financing for an aggregate of $12 million by a private investor for a total of
14,117,647 shares of Common Stock. Although the final closing was expected to be
completed in August 2001, the investor has not delivered the funds necessary to
close. The investor has represented to the Company that it will
<PAGE>

complete the transaction. Based on discussions with the investor, the Company
presently expects this transaction to close by September 21, 2001. However,
there can be no assurance that the financing or any other funding will be
received. Any inability to obtain financing would have a materially adverse
effect on the Company and could cause the Company to cease its operations.

(3)  SEGMENT REPORTING

     As of July 28, 2001, the Company's operations are 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 its
developmental stage. Research and development costs totaling $599,557 for the
thirteen-week period ending July 28, 2001 relate solely to the secure 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 second quarter of Fiscal 2002. All revenues are
derived from sales in North America. The following is a tabulation of business
segment information for the thirteen-week period ending July 28, 2001, and July
29, 2000:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                         INTERNET
----------------------------------------------------------------------------------------------------
                                                         CUSTOMER
----------------------------------------------------------------------------------------------------
                                          SECURE         CONTACT
----------------------------------------------------------------------------------------------------
                                         WIRELESS        SERVICE        TELECOM
----------------------------------------------------------------------------------------------------
                                        ENCRYPTION        CENTER       SERVICES
----------------------------------------------------------------------------------------------------
                                          SEGMENT        SEGMENT        SEGMENT          TOTAL
----------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>           <C>            <C>
----------------------------------------------------------------------------------------------------
JULY 28, 2001
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Revenue                                       --             --      1,004,499       1,004,499
----------------------------------------------------------------------------------------------------
Operating income (loss)               (1,580,774)      (181,526)       145,762      (1,616,538)
----------------------------------------------------------------------------------------------------
Net interest                             (95,548)            --            223         (95,325)
----------------------------------------------------------------------------------------------------
Net income (loss)                     (1,677,261)      (177,005)       146,155      (1,708,111)
----------------------------------------------------------------------------------------------------
Assets                                 2,377,633        554,955        661,078       3,593,666
----------------------------------------------------------------------------------------------------
Depreciation & amortization              383,402         33,212         37,545         454,159
----------------------------------------------------------------------------------------------------
Additions to long-lived assets            14,748             --          1,184          15,932
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
July 29, 2000
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Revenue                                       --             --      4,959,701       4,959,701
----------------------------------------------------------------------------------------------------
Operating income (loss)               (1,449,400)            --       (470,570)     (1,919,970)
----------------------------------------------------------------------------------------------------
Net interest                             (44,915)            --             --         (44,915)
----------------------------------------------------------------------------------------------------
Net income (loss)                     (1,494,315)            --       (470,570)     (1,964,885)
----------------------------------------------------------------------------------------------------
Assets                                 7,516,831             --        705,500       8,222,331
----------------------------------------------------------------------------------------------------
Depreciation & amortization              355,075             --         17,450         372,525
----------------------------------------------------------------------------------------------------
Additions to long-lived assets           352,300             --             --         352,300
----------------------------------------------------------------------------------------------------
</TABLE>

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

Due to the Company's cash flow constraints, the Company has been required to
significantly curtail its operations.

(4)  LEGAL PROCEEDINGS
<PAGE>

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

  PROPOSED EQUITY FINANCING

On July 27, 2001, the Company raised $250,000 in exchange for 294,118 shares of
common stock. This funding represented an initial installment of a planned
financing for an aggregate of $12 million by a private investor for a total of
14,117,647 shares of Common Stock. Although the final closing was expected to be
completed in August 2001, the investor has not delivered the funds necessary to
close. The investor has represented to the Company that it will complete the
transaction. Based on discussions with the investor, the Company presently
expects the transaction to close by September 21, 2001. However, there can be no
assurance that the financing or any other funding will be received. Any
inability to obtain additional financing would have a materially adverse
effect on the Company and could cause the Company to cease its operations.

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; CURTAILMENT OF OPERATIONS

     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 TeleHubLink
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
<PAGE>

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 have operated as a holding company. Substantially
all of our assets consist of our ownership of the capital stock of our
subsidiaries and we conducted 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.

     On July 27, 2001, the Company raised $250,000 in exchange for 294,118
shares of common stock. This funding represented an initial installment of a
planned financing for an aggregate of $12 million by a private investor for a
total of 14,117,647 shares of Common Stock. Although the final closing was
expected to be completed in August 2001, the investor has not delivered the
funds necessary to close. The investor has represented to the Company that it
will complete the transaction. Based on discussions with the investor, the
Company presently expects the transaction to close by September 21, 2001.
However, there can be no assurance that the financing or any other funding will
be received. Any inability to obtain financing would have a materially adverse
effect on the Company and could cause the Company to cease its operations. The
Company has not paid the amount due and owing ($2,627,397 as of the date hereof)
under a convertible promissory note issued by the Company as the Company has not
completed the planned $12 million financing. The Company has anticipated that
certain proceeds of the financing would be used to satisfy a portion of the
note, with the balance converted into shares of common stock. In the event the
Company does not complete such financing or receive funds from other sources, or
work out alternative arrangements with the note holder, the Company will not be
able to satisfy its obligations under the note.

     Due to the Company's cash flow constraints the Company has been required to
significantly curtail its operations.

<PAGE>

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 were 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. To date the Company has not
made payment on this note since the $12 million financing has not been
consummated as of this filing.

     On July 27, 2001, the Company raised $250,000 in exchange for 294,118
shares of common stock. This funding represented an initial installment of a
planned financing for an aggregate of $12 million by a private investor for a
<PAGE>

total of 14,117,647 shares of Common Stock. Although the final closing was
expected to be completed in August 2001, the investor has not delivered the
funds necessary to close. The investor has represented to the Company that it
will complete the transaction. Based on discussions with the investor, the
Company presently expects the transaction to close by September 21, 2001.
However, there can be no assurance that the financing or any other funding will
be made. Any inability to obtain financing would have a materially adverse
effect on the Company and could cause the Company to cease its operations.

RESEARCH AND DEVELOPMENT

     The secure wireless encryption technology, Hornet(TM), is in the
development stage. 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. We have made a significant non-cash investment in the research and
development, and expect that we will be required to continue to make substantial
investments in our technology.

RESULTS OF OPERATIONS

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

     Revenue for the thirteen weeks ended July 28, 2001 (the "Second Quarter of
Fiscal 2002") decreased to $1,004,499 from $4,959,701 for the comparable
thirteen weeks ended July 29, 2000 (the "Second Quarter of Fiscal 2001"). The
decrease can be attributed to the substantial decline in demand for our products
from the Telecom Services division 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 Second Quarter of Fiscal 2002 was approximately
66% of revenue as compared to approximately 88% for the Second Quarter of Fiscal
2001. This reduction in cost of revenue can be attributed to Telecom Business
Services management's efforts to reduce the overall expenses. These cost
reductions are primarily comprised of costs incurred to establish the
distribution and fulfillment effort as well as costs incurred to acquire content
for the product.

     Research and development expenses for the Second Quarter of Fiscal 2002
were $559,557 as compared to 337,149 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 $904,667 in the
Second Quarter of Fiscal 2002, as compared to $1,521,321 for the comparable
period in Fiscal 2001. The major decrease in selling, general and administrative
expenses was primarily attributable to a reduction in personnel, professional
fees and other costs in order to conserve cash while additional funding was
being pursued. The primary components of SG&A are rent, salaries, consulting
fees, travel and promotion, and corporate overhead expenses.

     The provision for bad debts totaling $286,016 for the Second Quarter of
Fiscal 2001 includes the write-off of certain receivables associated with the
Telecom business unit.

     Depreciation and amortization for the Second Quarter of Fiscal 2002 was
$454,159 as compared to $372,525 for the Second 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
<PAGE>

also results from the increased amortization expense relating to additions of
intangible assets from license and business acquisitions during Fiscal 2001.

     Interest expense for the Second Quarter of Fiscal 2002 was $95,948 as
compared to $186,738 for the Second 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 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.

     Interest and other income for the Second Quarter of Fiscal 2002 was $3,975
as compared to $141,823 for the Second Quarter of Fiscal 2001. The decrease is
primarily due to income from short-term investments in money market funds as a
result of cash received in March 2000 in connection with the private placement
sale of common stock and issuance of warrants.

     No provision for income taxes has been recorded for the Second Quarter of
Fiscal 2002 and the Second 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.

TWENTY SIX WEEKS ENDED JULY 28, 2001 AND JULY 29, 2000

     Revenue for the twenty-six weeks ended July 28, 2001 (the "first half of
Fiscal 2002") decreased to $2,400,108 from $5,298,247 for the comparable twenty-
six weeks ended July 29, 2000 (the "first half of Fiscal 2001"). The decrease
can be attributed to the substantial decline in demand for our products from the
Telecom Services division 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 half of Fiscal 2002 was approximately 75%
of revenue as compared to approximately 87% for the first half of Fiscal 2001.
This reduction in cost of revenue can be attributed to Telecom's management's
efforts to reduce the overall expenses. These cost reductions are primarily
comprised of costs incurred to establish the distribution and fulfillment effort
as well as costs incurred to acquire content for the product.

     Research and development expenses for the twenty-six weeks ended July 28,
2001 were $1,680,583 as compared to 826,600 for the comparable twenty-six week
period ended July 29, 2000. This increase is due to the Company's focus on
development of the secure wireless encryption segment.

     Selling, general and administrative expenses for the twenty-six weeks ended
July 28, 2001 was $2,212,832 as compared to $2,083,211 for the comparable
twenty-six weeks ended July 29, 2000. The primary components of SG&A are rent,
salaries, consulting fees, travel and promotion, and corporate overhead
expenses.

     The provision for bad debts totaling $286,016 for the Second Quarter of
Fiscal 2001 includes the write-off of certain receivables associated with the
Telecom business unit.

     Depreciation and amortization for the twenty-six weeks ended July 28, 2001
was $979,391 as compared to $656,569 for the comparable twenty-six weeks ended
July 29, 2000. 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 the increased amortization expense relating to
additions of intangible assets from license and business acquisitions during
Fiscal 2001.
<PAGE>

               Interest expense for the twenty-six weeks ended July 28, 2001 was
         $127,397 as compared to $352,577 for the comparable twenty-six weeks
         ended July 29, 2000. 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 is being treated as a debt discount
         and is being amortized over the one-year term of the subordinated
         convertible debentures. The debt discount was fully amortized in July
         2000.

               Interest and other income for the twenty-six weeks ended July 28,
         2001 was $8,832 as compared to $198,379 for the twenty-six weeks ended
         July 29, 2000. The decrease is primarily due to income from short-term
         investments in money market funds as a result of cash received in March
         2000 in connection with the private placement sale of common stock and
         issuance of warrants.

               No provision for income taxes has been recorded for the
         twenty-six weeks ended July 28, 2001 or in the comparable twenty-six
         weeks ended July 29, 2000 as we 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 July
         28, 2001, we had cash and cash equivalents of $175,332 and a working
         capital deficit of $4,227,137. At January 27, 2001, we had cash and
         cash equivalents of $576,966 and a working capital deficit of
         $1,311,849.

                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. The convertible
         promissory note and related interest were 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. To date the Company has not made
         payment on this note since the $12 million financing described below
         had not been consummated as of this filing.

               On July 27, 2001, the Company raised $250,000 in exchange for
         294,118 shares of common stock. This funding represented an initial
         installment of a planned financing for an aggregate of $12 million by a
         private investor for a total of 14,117,647 shares of Common Stock.
         Although the final closing was expected to be completed in August 2001,
         the investor has not delivered the funds necessary to close. The
         investor was represented to the Company that it will complete the
         transaction. Based on discussions with the investor, the Company
         presently expects the transaction to close by September 21, 2001.
         However, there can be no assurance that the financing or any other
         funding will be received. Any inability to obtain financing would have
         a materially adverse effect on the Company and could cause the Company
         to cease its operations. The Company has not paid the amount due and
         owing ($2,627,397 as of the date hereof) under the convertible
         promissory note as the Company has not completed the planned $12
         million financing. The Company has anticipated that certain proceeds of
         the financing would be used to satisfy a portion of the note, with the
         balance converted into shares of common stock. In the event the Company
         does not complete such financing or receive funds from other sources,
         or work out alternative arrangements with the note holder, the Company
         will not be able to satisfy its obligations under the note .

               Since our inception, we experienced net losses from operations
         and, as of July 28, 2001 had an accumulated deficit of $34,384,054. If
         financing can be obtained 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 costs
         associated with the shut down of the Internet customer care business.

               The condensed consolidated financial statements as of July 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
         $1,708,111 and $1,964,885 for the quarters ended July 28, 2001 and July
         29, 2000, respectively. Although the Company is seeking additional
         financing,
<PAGE>

         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 would have a materially
         adverse effect on the Company and would cause the Company to cease its
         operations.

               The Company is not presently generating enough cash flow to fund
         operations and the Company currently has only limited cash. The Company
         is planning to add additional financing from a private investor in
         order to add to existing cash available for operations. However, there
         can be no assurance that financing will be available to the Company on
         commercially reasonable terms, or at all. Any inability to obtain
         financing would have a materially adverse effect on the Company and
         could cause 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. Due to the Company's cash flow constraints, the Company has been
         required to significantly curtail its operations.

         MARKET RISKS

               Even if we obtain financing, 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 will require
         substantial additional funding before we can achieve profitable
         operations. Our capital requirements depend on numerous factors,
         including the following:

           -    the availability of additional funding;

           -    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; and

           -    the progress of our existing revenue producing activities.


         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 March 2000, the Financial Accounting Standards Board ("FASB")
         issued FASB Interpretation No. 44 (the "Interpretation"), "Accounting
         for Certain Transactions Involving Stock Compensation," an
         interpretation of APB Opinion No. 25, "Accounting for Stock Issued to
         Employees" ("APB No. 25"). This

<PAGE>

         Interpretation clarifies the application of APB No. 25 for only certain
         issues, which include, among others, (i) definition of an employee for
         purposes of applying APB No. 25, (ii) criteria for determining whether
         a plan qualifies as a non-compensatory plan, (iii) the accounting
         consequences for various modifications to the terms of a previously
         fixed stock option or award and (iv) the accounting for an exchange of
         stock compensation awards in a business combination. This
         Interpretation is effective July 1, 2000, but certain conclusions in
         this Interpretation covers specific events that occur after December
         15, 1998 or January 12, 2000. We do not believe the adoption of the
         interpretation will have a material effect on our consolidated
         financial position, results of operations or cash flows.

         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 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 expectation,
         except as required by law.

         FACTORS AFFECTING FUTURE RESULTS

               Even if the Company can obtain financing, our future operations
         are subject to various risk factors, including the following:

               The limited funds currently available to us will not be adequate
         for us to pursue our business objectives, and there is no assurance
         funds will be available from any source and, if not available, we will
         be required to cease our operations.

               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 only limited cash. 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 anticipate that any of our officers,
         directors or stockholders will provide any future financing. Any
         inability to obtain financing would have a materially adverse effect on
         the Company and could cause the Company to cease its operations.

<PAGE>

               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. 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
         were 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.

               Although we previously operated a retail sales business, our
         current operations commenced in July 1998. Accordingly, we may be
         considered to be a start-up company and, as such, may be subject to the
         problems, expenses, difficulties, complications and delays a company
         establishing a new business frequently encounters.

               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 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
         to support our planned growth 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

<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. 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. 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.
<PAGE>

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

               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 were 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. To date
         the Company has not made payment on this note since the $12 million
         financing described below has not been consummated as of this filing.

               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 Holder of the convertible promissory note obtained a
         security interest in and to all property and assets of the Company.

               On July 27, 2001, the Company raised $250,000 in exchange for
         294,118 shares of common stock. This funding represented an initial
         installment of a planned financing for an aggregate of $12 million by a
         private investor for a total of 14,117,647 shares of Common Stock.
         Although the final closing was expected to be completed in August 2001,
         the investor has not delivered the funds necessary to close. The
         investor has represented to the Company that it will complete the
         transaction. Based on discussions with the investor, the Company
         presently expects the transaction to close by September 21, 2001.
         However, there can be no assurance that the financing or any other
         funding will be made. Any inability to obtain financing would have a
         materially adverse effect on the Company and could cause the Company to
         cease its operations.

               The securities issued in the foregoing transactions were 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 3(b) of the Securities Act. No underwriters were involved in
         the foregoing sales.

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES

               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 were 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.
<PAGE>

               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 Holder of the convertible promissory note obtained a
         security interest in and to all property and assets of the Company.

               The Company has not paid the amount due and owing ($2,627,397 as
         of the date hereof) under the convertible promissory note. The Company
         has not completed a planned financing which the Company expected to
         complete in August 2001; The Company has anticipated that certain
         proceeds of the financing would be used to satisfy a portion of the
         note, with the balance converted into shares of common stock. In the
         event the Company does not complete such financing or receive funds
         from other sources, or work out alternative arrangements with the note
         holder, the Company will not be able to satisfy its obligations under
         the note.

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

               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. Such amendment was authorized by
         written consent of holders of 16,305,251 shares of common stock.

         ITEM 5. OTHER INFORMATION

               Not applicable.

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

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


               10.1      Common stock and warrant purchase agreement dated as of
                         July 6, 2001 by and among the Registrant and RNH
                         Holding Ltd.

               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
<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 17, 2001         By: /s/ BRUCE W. YOUNG
                                           ----------------------------------
                                           Bruce W. Young

                                           Chief Executive Officer and President

         Date:  September 17, 2001         By: /s/ DOUGLAS MILLER
                                           ----------------------------------
                                           Douglas Miller
                                           Vice President of Finance
                                           (Principal Financial and Accounting
                                           Officer)