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 October 28, 2000

[ ]    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 the latest practicable date: At December 8, 2000, there were
28,982,975 shares outstanding of common stock, $.01 par value per share.

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


<PAGE>

                             TELEHUBLINK CORPORATION

                                      INDEX

PART I.  FINANCIAL INFORMATION                                             PAGE
                                                                           ----

Item 1. Financial Statements:

Condensed Consolidated Balance Sheets - October 28, 2000 (unaudited) and
January 29, 2000 .........................................................   4

Condensed Consolidated Statements of Operations for the Thirteen Weeks
Ended October 28, 2000 and October 30, 1999 and the Thirty-Nine Weeks Ended
October 28, 2000 and October 30, 1999 (unaudited) ........................   5

Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks
Ended October 28, 2000 and October 30, 1999 (unaudited)...................   6

Notes to Condensed Consolidated Financial Statements.......................  8

Item 2. Management's Discussion and Analysis or Plan of Operation.......... 11


PART II.  OTHER INFORMATION

Item 2. Change in Securities ............................................   24

Item 6. Exhibits and Reports on Form 8-K ................................   25

SIGNATURES...............................................................   26



<PAGE>

                             TELEHUBLINK CORPORATION


                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      OCTOBER 28,     JANUARY 29,
                                                                         2000            2000
                                                                     ------------     ------------
                                                                      (Unaudited)
<S>                                                                  <C>              <C>
                                    ASSETS

Current Assets:
     Cash and cash equivalents                                       $ 3,469,683      $    26,549
     Accounts receivable, net                                            552,549           44,223
     Amount due from sale of assets                                           --          125,000
     Prepaid expenses and other current assets                           477,472           37,095
                                                                     -----------      -----------
                      Total current assets                             4,499,704          232,867

Property and equipment, net                                            1,177,307          336,645
Intangible assets, net                                                 2,764,806        1,981,793
Other assets                                                              60,620            7,929
                                                                     -----------      -----------
                      Total assets                                   $ 8,502,437      $ 2,559,234
                                                                     ===========      ===========

                      Liabilities and Stockholders' Equity

Current Liabilities:
     Accounts payable                                                $   808,890      $   213,219
     Accrued expenses                                                    654,819        1,092,087
     Subordinated convertible debentures, at accreted value
       (liquidation value $600,000 at January 29, 2000)                       --          280,300
     Equipment loan                                                      186,395          196,395
     Notes payable to stockholders                                        15,200               --
                                                                     -----------      -----------
                      Total current liabilities                        1,665,304        1,782,001

Deferred rent                                                            212,588               --
                                                                     -----------     ------------
                       Total liabilities                               1,877,892        1,782,001
                                                                     -----------     ------------


Stockholders' Equity:
     Common stock                                                        289,830          237,534
     Additional paid-in capital                                       31,289,949       17,814,241
     Stockholders' notes receivable                                           --           (3,763)
     Deferred compensation                                              (437,059)          (9,600)
     Accumulated deficit                                             (24,518,175)     (17,261,179)
                                                                     -----------      -----------
                      Total stockholders' equity                       6,624,545          777,233
                                                                     -----------      -----------
                      Total liabilities and stockholders' equity     $ 8,502,437      $ 2,559,234
                                                                     ===========      ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

<PAGE>

                             TELEHUBLINK CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   THIRTEEN WEEKS       THIRTEEN WEEKS         THIRTY-NINE         THIRTY-NINE
                                                       ENDED                ENDED               WEEKS ENDED        WEEKS ENDED
                                                 OCTOBER 28, 2000       OCTOBER 30, 1999     OCTOBER 28, 2000    OCTOBER 30, 1999
                                                                         (As restated,                              (As restated,
                                                                          see note 1)                               see note 1)
                                                   ------------          ------------          ------------        ------------
<S>                                                <C>                   <C>                   <C>                 <C>
Revenue                                            $  3,929,353          $    212,043          $  9,227,600        $  1,023,120
Cost of revenue                                       4,211,039               131,215             8,824,871             600,011
                                                   ------------          ------------          ------------        ------------
     Gross profit (loss)                               (281,686)               80,828               402,729             423,109
                                                   ------------          ------------          ------------        ------------
Operating expenses:
  Stock-based charges                                   553,450                81,100             1,168,689           1,880,390
  Research and development                            1,164,475                  --               1,991,075                --
  Selling, general and administrative expenses        1,377,071               708,381             2,845,042           1,121,787
  Operating losses of WEC prior to acquisition             --                  20,135                  --               178,135
  Provision for bad debts                                18,906                  --                 304,922                --
  Depreciation and amortization                         541,224                48,324             1,197,794              80,450
                                                   ------------          ------------          ------------        ------------
     Total operating expenses                         3,655,126               857,940             7,507,522           3,260,762
                                                   ------------          ------------          ------------        ------------
     Operating loss                                  (3,936,812)             (777,112)           (7,104,793)         (2,837,653)

Other income (expense):
  Interest and other income                              60,895                 5,997               210,927               6,694
  Interest expense                                       (2,184)             (145,650)             (354,761)           (170,149)
  Foreign exchange gain (loss)                          (56,716)               (3,970)               (8,369)              9,802
                                                   ------------          ------------          ------------        ------------

     Net loss                                        (3,934,817)             (920,735)           (7,256,996)         (2,991,306)

Charge for pricing modification of warrants                --                    --                    --              (228,800)
                                                   ------------          ------------          ------------        ------------
     Net loss available to common stockholders     $ (3,934,817)             (920,735)         $ (7,256,996)         (3,220,106)
                                                   ============          ============          ============        ============

Basic and diluted net loss per share               $       (.14)         $       (.05)         $       (.27)       $       (.18)
                                                   ============          ============          ============        ============
Weighted average common shares of common
   stock outstanding used in computing basic
   and diluted net loss per share                    28,869,591            18,596,517            27,041,162          18,051,106
                                                   ============          ============          ============        ============

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

<PAGE>

                             TELEHUBLINK CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                   THIRTY-NINE       THIRTY-NINE
                                                                                                   WEEKS ENDED       WEEKS ENDED
                                                                                                   OCTOBER 28,        OCTOBER 30,
                                                                                                       2000              1999
                                                                                                    -----------       -----------
                                                                                                                     (As restated,
                                                                                                                       see note 1)
<S>                                                                                                 <C>                <C>
Cash flows from operating activities:
   Net loss                                                                                         $(7,256,996)       (2,991,306)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                                                    1,197,794            80,450
     Amortization of debt discount                                                                      319,700           151,000
     Stock-based charges                                                                              1,168,689         1,880,390
     Operating losses of WEC prior to acquisition                                                          --             178,135
     Changes in operating assets and liabilities, net of impact of business acquisitions:
       Accounts receivable                                                                             (110,016)         (287,030)
       Prepaid expenses and other current assets                                                       (432,743)           (1,800)
       Other assets                                                                                     (52,691)           11,690
       Accounts payable                                                                                 503,089           123,595
       Accrued expenses                                                                                (209,252)          148,322
       Other liabilities                                                                                212,588              --
                                                                                                    -----------       -----------
         Net cash used in operating activities                                                       (4,659,838)         (706,554)
                                                                                                    -----------       -----------
Cash flows from investing activities:
   Acquisitions of businesses, net of cash acquired                                                     310,624          (230,000)
   Proceeds from sale of assets                                                                         125,000              --
   Purchases of client data bases                                                                          --            (104,649)
   Purchases of licenses                                                                               (380,632)
   Purchases of property and equipment                                                                 (929,889)          (71,739)
                                                                                                    -----------       -----------
         Net cash used in investing activities                                                         (874,897)         (406,388)
                                                                                                    -----------       -----------
Cash flows from financing activities:
   Proceeds from issuance of common stock                                                             8,939,132           890,214
   Proceeds from issuance of warrants                                                                    32,787              --
   Proceeds from exercise of stock options                                                               12,187              --
   Proceeds from stockholders' note receivable                                                            3,763              --
   Proceeds from issuance of subordinated convertible debentures                                           --             600,000
   Advances to WEC                                                                                         --            (211,000)
   Repayments from WEC                                                                                     --              32,865
   Proceeds from equipment loan                                                                            --               4,058
   Payments on equipment loan                                                                           (10,000)             --
                                                                                                    -----------       -----------
         Net cash provided by financing activities                                                    8,977,869         1,316,137
                                                                                                    -----------       -----------
   Net increase in cash and cash equivalents                                                          3,443,134           203,195

   Cash and cash equivalents, beginning of period                                                        26,549              --
                                                                                                    -----------       -----------
   Cash and cash equivalents, end of period                                                         $ 3,469,683           203,195
                                                                                                    ===========       ===========
   Supplemental disclosure information:
   Cash paid during the period for interest                                                         $       839             4,199
                                                                                                    ===========       ===========
   Non-cash investing and financing activities:
     Net liabilities assumed on reverse merger with WAW                                             $        --           569,451
                                                                                                    ===========       ===========
     Conversion of subordinated convertible debentures and accrued interest thereon to common stock $   660,000              --
                                                                                                    ===========       ===========
     Conversion of accounts payable to common stock                                                 $   150,000              --
                                                                                                    ===========       ===========
     Debt discount from beneficial conversion feature of subordinated convertible debentures        $        --           600,000
                                                                                                    ===========       ===========
     Charge for pricing modification of warrants                                                    $        --           228,800
                                                                                                    ===========       ===========
Business acquisitions:
      Fair value of assets acquired                                                                 $ 1,934,908           500,900
      Liabilities assumed                                                                              (107,782)             --
      Issuance of common stock                                                                       (2,137,750)         (270,900)
                                                                                                    -----------       -----------
      Cash paid                                                                                         100,000           230,000
      Less cash acquired                                                                                410,624              --
                                                                                                    -----------       -----------
             Cash paid for acquisitions, net of cash acquired                                       $  (310,624)          230,000
                                                                                                    ===========       ===========
</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 unaudited consolidated
       condensed financial statements have not been examined by independent
       accountants in accordance with generally accepted auditing standards, but
       in the opinion of management, all adjustments, consisting of normal
       recurring adjustments, considered necessary for a fair presentation have
       been included. These unaudited interim consolidated condensed financial
       statements should be read in conjunction with the Company's Annual Report
       on Form 10-KSB for the fiscal year ended January 29, 2000 filed on July
       19, 2000.

       The unaudited consolidated condensed financial statements as of and for
       the the thirteen weeks ended May 1, 1999, twenty-six weeks ended July 31,
       1999 and thirty-nine weeks ended October 30, 1999 have been restated to
       reflect various adjustments to previously reported financial statements
       and are presented in the Company's amended Form 10-QSB/A as filed on July
       24, 2000, August 29, 2000 and November 3, 2000, respectively.

       Operating results for the thirty-nine weeks ended October 28, 2000 are
       not necessarily indicative of the results that may be expected for a full
       fiscal year.

       (2)    ACQUISITION OF BUSINESS

       On August 7, 2000, the Company acquired 100% of the issued and
       outstanding stock of MVP Systems, Inc. ("MVP") for $100,000 in cash,
       530,000 shares of its unregistered common stock and 70,000 shares of its
       registered common stock. MVP is a software and hardware engineering
       consulting firm specializing in critical applications and programs. The
       acquisition has been accounted for under the purchase method and,
       accordingly the results of MVP's operations have been included in the
       Company's consolidated financial statements from August 7, 2000. The
       purchase price of approximately $1,878,000 has been allocated to the
       identifiable tangible and intangible assets acquired based on their
       estimated fair values. The Company allocated approximately $650,000 to
       employment and non-compete agreements, $430,000 to work force in place
       and $35,000 to goodwill and is amortizing the balances over a three-year
       period. Prior to the MVP acquisition, during fiscal 2001, the Company
       paid approximately $386,000 in consulting fees to MVP for research and
       development services.

       The following unaudited pro forma financial information presents the
       combined results of operations of the Company and MVP as if the
       acquisition had occurred as of the beginning of fiscal year 2001 and
       2000, after giving effect to certain adjustments, including amortization
       of intangible assets, elimination of intercompany sales and related
       income tax effects. The pro forma financial information does not
       necessarily reflect the results of operations that would have occurred
       had the Company and MVP constituted a single entity during such periods.

<TABLE>
<CAPTION>
                                          Thirty-nine                       Year ended
                                          weeks ended                       January 29,2000
                                          October 28, 2000
                                          ----------------                  ---------------
                                                             (unaudited)
                                                             (In thousands)
<S>                                          <C>                                   <C>
         Revenue                             $10,139                               3,085
                                             ========                             ========
         Net loss available to
         common stockholders                 $(7,177)                             (16,918)
                                             ========                             ========
         Net loss per share                  $  (.26)                                (.92)
                                             ========                             ========
</TABLE>


<PAGE>

       (3)    PRIVATE PLACEMENT

       On August 14, 2000, the Company completed a private placement sale of
       327,869 shares of the Company's unregistered common stock for $1,000,000
       and 327,869 warrants to purchase common stock exercisable at $4.50 at
       $0.10 per warrant purchase. The gross proceeds to the Company were
       $1,032,787. The warrants expire on March 4, 2005.


       (4)   STOCK OPTION GRANTS

       During the thirteen weeks ended October 28, 2000, the Company granted
       300,000 options to certain employees and directors of the Company at an
       exercise price of $4.00. Of the total options granted 20,000 of the
       shares became exercisable on October 31, 2000, 160,000 of the shares
       become exercisable equally by quarter starting December 31, 2000, 70,000
       of the shares become exercisable equally on each annual anniversary of
       the option grant and 50,000 of the shares become exercisable on March 1,
       2002.

       On March 10, 2000, the Company granted 150,000 options to an employee of
       the Company at an exercise price of $4.00. Of the total options granted
       one third of the shares vested on September 10, 2000, while the remaining
       two thirds of the options were exercisable on each annual anniversary of
       the option grant. In connection with the stock option grant, the Company
       had recorded deferred compensation totaling $1,155,000 representing the
       difference between the fair value of the unregistered common stock and
       the exercise price on the date of grant. Subsequently on September 18,
       2000, the Company terminated the employee. As a result, the Company
       reversed the unearned portion of the unrecognized deferred compensation
       totaling $770,000.

       (5)   EXTENSION OF EXERCISE PERIOD OF REDEEMABLE COMMON STOCK WARRANTS

       On August 9, 2000, the Company's Board of Directors approved an exercise
       period extension of its publicly redeemable common stock purchase
       warrants from October 31, 2000 to January 31, 2001. On December 11, 2000,
       the Company's Board of Directors approved an exercise period extension of
       its publicly traded redeemable common stock purchase warrants from
       January 31, 2001 to January 31, 2002.


       (6)   SEGMENT REPORTING

       As of October 28, 2000, 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. The secure wireless encryption segment began in fiscal 2000 and
       is in its development stage. Research and development costs totaling
       $1,164,475 for the thirteen-week period ending October 28, 2000 relate
       solely to the secure wireless encryption segment. The Internet customer
       service contact center segment began in fiscal 2001 and is also in its
       development stage. The majority of the Company's revenue is derived from
       call center teleservices, which are provided through the telecom services
       segment by the Canadian operating branch. The revenue from the wireless
       encryption segment relates primarily to consulting services performed by
       MVP during the period from the acquisition date (August 7, 2000) through
       October 28, 2000. The following is a tabulation of business segment
       information for the thirteen weeks ending October 28, 2000 and October
       30, 1999:

<PAGE>

<TABLE>
<CAPTION>
                                            INTERNET
                                            CUSTOMER
                              SECURE        CONTACT
                             WIRELESS       SERVICE       TELECOM
                            ENCRYPTION      CENTER        SERVICES
                              SEGMENT       SEGMENT       SEGMENT           TOTAL
                            ----------     ----------    ----------      ----------
        OCTOBER 28, 2000
        ----------------
<S>                        <C>                            <C>             <C>
        Revenue            $    229,434            --     3,699,919       3,929,353
        Operating loss       (2,607,400)     (721,621)     (607,791)     (3,936,812)
        Assets                6,603,711       973,946       924,780       8,502,437
        Depreciation and
          amortization          464,284        30,663        46,277         541,224
        Additions to
          long-lived assets   1,423,417       638,108        26,806       2,088,331

        OCTOBER 30, 1999
        ----------------

        Revenue            $         --            --       212,043         212,043
        Operating loss         (643,671)           --      (133,441)       (777,112)
        Assets                  721,539            --       688,339       1,409,878
        Depreciation and
          amortization               --            --        48,324          48,324
        Additions to
          long-lived assets          --            --       416,539         416,339


         GEOGRAPHIC AREA        UNITED
           INFORMATION          STATES             CANADA           TOTAL
       -------------------   ------------         --------       ----------
        OCTOBER 28, 2OOO
        ----------------

        Revenue              $  3,929,353              --         3,929,353
        Long-lived assets       2,587,087        1,355,026        3,942,113

        OCTOBER 30, 1999
        ----------------

        Revenue              $    168,739           43,304          212,043
        Long-lived assets         463,494          334,063          797,557
</TABLE>



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

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


       BACKGROUND AND OVERVIEW OF THE COMPANY

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

<PAGE>

             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 an
       operating subsidiary of the Company. In connection with the TeleHub
       transaction, we changed our corporate name to TeleHubLink Corporation.

             For accounting purposes, this transaction has been treated as a
       reverse acquisition. TeleHub has been deemed the acquiring enterprise for
       financial statement purposes, as it received a majority of the voting
       interests in the combined enterprise. The SEC staff has taken the
       position that a business combination between an operating enterprise and
       a "shell company" in which the shell company is the issuer of securities
       and the operating enterprise is determined to be the acquiring enterprise
       for financial statement purposes, the transaction should be treated for
       financial statement purposes as an issuance of securities by the
       operating enterprise. Therefore, the tangible net liabilities of WAW at
       the date of the transaction of approximately $207,288 have been recorded
       at their fair market value with an offset credit to paid-in capital and
       the operations of WAW are reflected in the operations of combined
       enterprise from the date of acquisition. In addition, the 1999 financial
       statements have been retroactively restated to reflect the number of
       shares TeleHub received in the business combination. Costs related to
       this transaction of approximately $362,163 have been charged directly to
       paid-in capital. As a result of this and other transactions, we restated
       our quarterly financial statements for the year ended on January 29,
       2000. The majority of these transactions are non-cash related valuation
       items and do not affect the Company's liquidity, cash and operating
       capabilities. We restated our first, second and third quarter financial
       statements for our fiscal year 2000 on July 24, 2000, August 24, 2000 and
       November 3, 2000, respectively.



       OUR BUSINESSES

             We separate our company's function into the following business
       areas: Wireless Encryption Technology, Internet Customer Contact Service
       Center and Telecom Services.

       WIRELESS ENCRYPTION

             On January 27, 2000, we acquired the outstanding capital stock of
       wirelessEncryption.com, Inc., or WEC. WEC is developing, under its
       trademark, Hornet(TM), formely called iNSECT, a technology that we
       believe may, if successfully developed, permit ultra-secure communication
       signal protection and enhanced communication signal recovery. Hornet(TM)
       is based on advanced cryptographic and mathematical principles and
       sophisticated signal-processing techniques, for wireless and Internet
       communications and other data transmission methods. We believe that this
       technology, if successfully developed, can be embedded in low-cost
       microchip devices known as application specific integrated circuits, or
       ASICS, which are used in mobile and hard wired telephones, computers, fax
       machines, fiber optic transmission devices, and smart cards.

             In April 2000, we announced the completion of the Hornet(TM)
       Simulator. Our simulator is intended to be used as an engineering and
       business development tool to demonstrate our wireless encryption
       technology. The simulation is conducted using two computers that
       represent sending and receiving parties. The simulation produces a
       transmission of data, in an advanced compressed, encrypted and "smeared"
       form, on one computer, and decompresses or "de-smears" on the other
       computer after authentication. The simulator is expected to be used to
       analyze what the characteristics and detailed behavior of the ASIC will
       be and how the technology may perform between communication devices.
       Communications devices may include cellular

<PAGE>

       phones and other wireless products in real time. We believe that our
       technology may offer a cost effective solution to wireless device
       manufacturers such as makers of cellular phones. We cannot assure you
       that we will successfully complete the development and testing of our
       technology, obtain any patent protection for our technology or that our
       technology will not infringe the intellectual property rights of others
       or we will achieve commercial acceptance of our technology.

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


       INTERNET CUSTOMER CONTACT SERVICE CENTER

             Our Internet Customer Contact Center, called WorldWideAssist, was
       completed in December 2000 using advanced technology offering traditional
       voice, voice over Internet protocol, IP, video over IP, chat, e-mail and
       fax. We offer business clients the opportunity to outsource their
       customer care functions in a cost-effective manner. Our customer contact
       center may utilize an integrated mix of traditional call center and
       e-commerce customer services for our clients that require "customer
       care." While in the past online consumers were obliged to communicate by
       phone or e-mail with a Web-based company to obtain responses to inquiries
       concerning a company's products, new Computer Telephony Integration and
       Internet Telephony technologies allow consumers to have live interactions
       via the Internet with sales and technical support personnel. We envision
       that our customer contact center will be a support facility in which our
       customer contact representatives will interact with our clients'
       customers over multiple communications channels, including traditional
       telephone, fax, e-mail and online voice and data exchange via the
       Internet.

       TELECOM SERVICES

             Our Telecom Services Division is a multi-station call center
       located in Montreal, Canada. Telecom Services are provided through
       facilities known as call centers. Call centers make the direct
       communication by telephone of information to, and from, current and
       prospective customers of the call center's business clients. Call
       campaigns provided by call centers involve outbound and/or inbound
       calling programs that follow prepared scripts targeted at specific
       markets or customers previously determined by the call center business
       clients.

             We believe the Telecom Services business can expand by further
       providing "content" products to the industry. We plan to continue selling
       the Triple Gold product that was introduced during the second quarter of
       fiscal 2001. Triple Gold is a consumer group discount package that
       permits them to buy goods and services at reduced prices compared to
       traditional providers throughout North America.

       OUR LONG-TERM STRATEGY

             Our long-term strategy is to migrate to a technology-based company.
       We intend to develop our wireless encryption technology business while
       providing cash from the other two business areas, Internet customer care
       service center and telecom services. This focus would re-direct the
       primary resources of the Company toward secure wireless encryption
       technology while attempting to drive cash-flow enhancing operations in
       the other businesses.

<PAGE>

       WIRELESS ENCRYPTION TECHNOLOGY STRATEGY

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

       INTERNET CUSTOMER CONTACT SERVICE CENTER STRATEGY

             We are offering various services to clients in the emerging
       electronic commerce service market through our Internet Customer Contact
       Center or World-Wide Assist business. Worldwide Assist is a new business
       located in Canada to serve as a Web-based customer contact center, which
       offers Internet-related inbound/outbound communications services.

       TELECOM SERVICES STRATEGY

             Another part of our strategy is to expand our telecom services by
       providing content products to consumers through selected telecom call
       center clients. We plan on restructuring the existing call center in
       Montreal to support our existing business clients, new customers and
       expand into providing content to traditional North American teleservicing
       companies. We plan to transition from the traditional call center
       approach to an Internet Customer Contact Center, which will service
       Internet clients. We are in the early stages of developing the process of
       establishing a Web-based customer contact center which may provide these
       Internet-related inbound/outbound communications services.

             Our plan of operation and prospects will be largely dependent on
       the Company's ability to successfully establish a technology development
       team, and establish and equip an Internet customer contact center 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.

       OUR MARKETS

           WIRELESS ENCRYPTION TECHNOLOGY

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

         INTERNET CUSTOMER CONTACT SERVICE CENTER AND TELECOM SERVICES

             Traditionally, businesses that have included teleservices in their
       marketing and customer service programs have primarily used in-house
       personnel and facilities. We believe that businesses are increasingly
       outsourcing their telephone-based marketing and customer services needs
       to third party providers as part of overall efforts to reduce costs and
       focus internal resources on their core competencies.

             Companies that outsource their customer care activities are likely
       to demand an integrated customer care provider that can deliver
       consistent support across multiple communication channels voice, video,
       fax and the Internet. In addition, being able to provide an end-to-end
       solution is expected to be a key competitive factor. In particular, the
       Internet has created a new market for customer care. Forrester Research
       shows that 75% to 90% of online customers prefer human interaction.
       Forrester Research also

<PAGE>
       indicates that spending on Internet and e-commerce services, including
       customer support services, may grow to $22 billion by 2002. As e-commerce
       grows, companies are seeing an increasing percentage of their revenue
       becoming dependent on their ability to service customers over the
       Internet.

       RECENT FINANCINGS

             In March 2000, we raised $8.1 million through a private placement
       sale of 2,699,999 shares of our restricted common stock at $3.00 per
       share and the issuance of warrants to purchase up to 2,699,999 shares of
       common stock at $4.50 per share with GE Capital, ZERO.NET, Inc., First
       Global Ventures LLC and other individuals, including the Company's Chief
       Executive Officer and its Chairman of the Board, who acquired an
       aggregate of 116,666 shares of common stock for $350,000. The proceeds
       are being used for the development of our secured wireless encryption
       technology, the expansion of the telecom business and developing our
       business into servicing the Internet customer care market.

             On August 14, 2000, we completed a private placement sale of
       327,869 shares of restricted common stock for $1,000,000 and 327,869
       warrants to purchase common stock exercisable at $4.50 at $0.10 per
       warrant purchase. The gross proceeds to the Company were $1,032,787.

       RESEARCH AND DEVELOPMENT

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

       RESULTS OF OPERATIONS

       THIRTEEN WEEKS ENDED October 28, 2000 AND OCTOBER, 30 1999

             Revenue for the thirteen weeks ended October 28, 2000 (the "Third
       Quarter of Fiscal 2001") increased to $3,929,353 from $212,043 for the
       comparable thirteen-week period ended October 30, 1999 (the "Third
       Quarter of Fiscal 2000"). The increase was primarily from sales of a new
       product called "Triple Gold," which was introduced during the Second
       Quarter of Fiscal 2001. Triple Gold is a consumer discount content
       package sold through our Canadian operating branch.

             The cost of revenue for the Third Quarter of Fiscal 2001 was 107%
       of revenue as compared to 62% for the Third Quarter of Fiscal 2000. The
       increase in cost of revenue was primarily attributable to a shift in
       business from traditional call center activities to sales of discount
       packages. These costs include the costs of license royalties, acquiring
       the content for the product and establishing the distribution channel.
       During the Third Quarter of Fiscal 2001, sales returns were approximately
       $1.5 million higher versus the Second Quarter of Fiscal 2001. This
       increase was caused by returns of certain third quarter sales due to a
       loss of a credit card offer included in the "Triple Gold" product during
       the Third Quarter of Fiscal 2001. Despite the sales returns, the Company
       was obligated to pay certain commissions and royalties, which increased
       the overall cost of revenue. During the third quarter, the Company
       entered into a new arrangement with a bank to resume the credit card
       offer.

             Stock-based charges for the Third Quarter of Fiscal 2001 were
       $553,450 as compared to $81,100 for the Third Quarter of Fiscal 2000. The
       stock-based charge for the Third Quarter of Fiscal 2001 represents
       amortization of deferred compensation in connection with stock option
       grants to employees and consultants. The increase in stock-based charges
       results from option grants during the first, second, and Third Quarter of
       Fiscal 2001.

             Research and development expenses for the Third Quarter of Fiscal
       2001
<PAGE>

       were $1,164,475 as compared to zero for the comparable period in Fiscal
       2000. This increase is due to the Company's focus on development of the
       wireless encryption segment. In the same period for the prior fiscal
       year, we incurred costs of $20,135 as a result of loans made to WEC prior
       to our acquisition, which are reported separately on the condensed
       consolidated statements of operations. WEC was under capitalized and
       repayment of the loans was in doubt and therefore the loans were
       expensed.

             Selling, general and administrative expenses ("SG&A") were
       $1,377,071 in the Third Quarter of Fiscal 2001, as compared to $708,381
       for the comparable period in Fiscal 2000. The major increase in SG&A
       expenses was primarily attributable to an increase in personnel,
       professional fees and other costs associated with the development and
       growth of our company. We also experienced increased legal and audit fees
       resulting from significant efforts to bring our regulatory filings
       up-to-date. The balance of the increase is related to growth in
       infrastructure costs. The primary components of SG&A are rent, salaries
       (including commissions and fringe benefits), consulting fees, travel and
       promotion, and corporate overhead expenses (including primarily
       professional fees, insurance and administrative salaries including fringe
       benefits).

             Depreciation and amortization for the Third Quarter of Fiscal 2001
       was $541,224 as compared to $48,324 for the Third Quarter of Fiscal 2000.
       The increase results primarily from increased amortization relating to
       additions of intangible assets from business acquisitions and customer
       lists purchased during the past twelve months. The increase also reflects
       increased depreciation relating to additions of telecommunications
       equipment and other equipment added during the past twelve months.

             Interest and other income for the Third Quarter of Fiscal 2001 was
       $60,895 as compared to $5,997 for the Third Quarter of Fiscal 2000. The
       increase is primarily due to income from short-term investments in money
       market funds as a result of cash received through private placement sales
       of unregistered common stock and warrants to purchase common stock.

             Interest expense for the Third Quarter of Fiscal 2001 was $2,184 as
       compared to $145,650 for the Third Quarter of Fiscal 2000. This decrease
       in interest expense is primarily attributable to the Fiscal 2000 non-cash
       charge for amortization of the value assigned to the beneficial
       conversion feature of the subordinated convertible debentures. This value
       was being treated as a debt discount and was being amortized over the
       one-year term of the subordinated convertible debentures. The debt
       discount was fully amortized by the Second Quarter of Fiscal 2001.

             The foreign exchange loss for the Third Quarter of Fiscal 2001 was
       $56,716 as compared to $3,970 for the Third Quarter of Fiscal 2000. The
       increase is due to an overall increase in Canadian based operations.

             No provision for income taxes has been recorded for the Third
       Quarter of Fiscal 2001 and the Third Quarter of Fiscal 2000 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.

       THIRTY NINE WEEKS ENDED OCTOBER 28, 2000 AND OCTOBER 30, 1999

             Revenue for the thirty-nine weeks ended October 28, 2000 increased
       to $9,227,600 from $1,023,120 for the comparable thirty-nine weeks ended
       October 30, 1999. The increase was from sales of the new product called
       "Triple Gold", sold through our Canadian operating branch.

             The cost of revenue for the thirty-nine weeks ended October 28,
       2000 was approximately 96% of revenue as compared to approximately 59%
       for the comparable thirty-nine weeks ended October 30, 1999. The increase

<PAGE>

       in cost of revenue was primarily attributable to a shift in business from
       traditional call center activities to sales of discount packages. These
       costs include the cost of license royalties, acquiring the content for
       the product and establishing the distribution channel. During the Third
       Quarter of Fiscal 2001, sales returns were approximately $1.5 million
       higher this quarter versus the Second Quarter of Fiscal 2001. This
       increase was caused by returns of certain third quarter sales due to a
       loss of a credit card offer included in the "Triple Gold" during the
       Third Quarter of Fiscal 2001. Despite the sales returns, the Company was
       obligated to pay certain commissions and royalties, which increased the
       overall cost of revenue. During the Third Quarter, the Company entered
       into a new arrangement with a bank to resume the credit card offer.

             Stock-based charges were $1,168,689 for the thirty-nine weeks ended
       October 28, 2000 as compared to $1,880,390 for the comparable thirty-nine
       weeks ended October 30, 1999. The stock-based charge for the thirty-nine
       weeks ended October 28, 2000 primarily consists of charges recognized in
       connection with the February 5, 1999 private placement and represents the
       difference between the fair value of our common stock issued and the cash
       proceeds received. The stock-based charges recognized for the thirty-nine
       weeks ended October 28,2000 represents amortization of deferred
       compensation in connection with stock options granted to employees and
       consultants.

             Research and development expenses for the thirty-nine weeks ended
       October 28, 2000 were $1,991,075 as compared to zero for the comparable
       thirty-nine weeks ended October 30, 1999. This increase is due to our
       focus on development of the wireless encryption segment. During the
       thirty-nine week period ended October 30, 1999, we incurred costs of
       $178,135 as a result of loans made to WEC prior to our acquisition and as
       reported separately on the condensed consolidated statement of
       operations. WEC was under capitalized and repayment of the loans was in
       doubt, therefore the loans were expensed.

             Selling, general and administrative expenses for the thirty-nine
       weeks ended October 28, 2000 was $2,845,042 as compared to $1,121,787 for
       the comparable thirty-nine weeks ended October 30, 1999. The major
       increase in selling, general and administrative expenses was primarily
       attributable to an increase in personnel, professional fees and other
       costs associated with the development and growth of our company. We also
       experienced increased legal and audit fees resulting from significant
       efforts to bring our regulatory filings up-to-date. The balance of the
       increase is related to growth in infrastructure costs. The primary
       components of SG&A are rent, salaries (including commissions and fringe
       benefits), professional and consulting fees, travel and promotion, and
       corporate overhead expenses.

             The provision for bad debts totaling $304,922 for the thirty-nine
       weeks ended October 28, 2000 primarily includes the write-off of certain
       receivables with Platinum 2000.

             Depreciation and amortization for the thirty-nine weeks ended
       October 28, 2000 was $1,197,794 as compared to $80,450 for the comparable
       thirty-nine weeks ended October 30, 1999. The increase results from
       increased depreciation relating to additions of telecommunications
       equipment added during the past twelve months and increased amortization
       relating to additions of intangible assets from business acquisitions and
       customer lists purchased during the past twelve months.

             Interest and other income for the thirty-nine weeks ended October
       28, 2000 was $210,927 as compared to $6,694 for the thirty-nine weeks
       ended October 30, 1999. The increase 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 sales of
       unregistered common stock and warrants to purchase common stock.

             Interest expense for the thirty-nine weeks ended October 28, 2000
       was $354,761 as compared to $170,149 for the comparable thirty-nine weeks
       ended October 30, 1999. This increase in interest expense is primarily
       attributable to the non-cash charge for amortization of the value
       assigned to the

<PAGE>

       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 by the Second Quarter of Fiscal 2001.
       The total amortization of the debt discount was $319,700 for the
       thirty-nine weeks ended October 28, 2000 and $151,000 for the thirty-nine
       weeks ended October 30, 1999.

             No provision for income taxes has been recorded for the thirty-nine
       weeks ended October 28, 2000 or in the comparable thirty-nine weeks ended
       October 30, 1999 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 and an equipment loan borrowing. At
       October 28, 2000, we had cash and cash equivalents of $3,469,683 and a
       working capital of $2,834,400. At January 29, 2000, we had cash and cash
       equivalents of $26,549 and working capital deficit of $1,549,134. The
       increase in cash and cash equivalents is primarily attributable to cash
       proceeds from two private placements during the First and Third Quarters
       of Fiscal 2001.

             In March 2000, we raised $8.1 million through a private placement
       sale of 2,699,999 shares of common stock and the issuance of warrants to
       purchase up to 2,699,999 shares of common stock.

             In July 2000, we received notice from the holders of the
       subordinated convertible debentures that they had chosen to convert the
       debt and accrued interest to shares of our common stock. As a result, we
       issued 1,320,000 shares of common stock and 1,200,000 warrants at an
       exercise price of $2.00 per warrant. The accompanying condensed
       consolidated balance sheet reflects the conversion of subordinated
       convertible debentures and issuance of common stock. This conversion of
       the subordinated convertible debentures has substantially reduced our
       outstanding debt.

             On August 14, 2000, we completed a private placement sale of
       327,869 shares of the Company's restricted common stock for $1,000,000
       and 327,869 warrants to purchase common stock exercisable at $4.50 at
       $0.10 per warrant purchase. The gross proceeds to the Company were
       $1,032,787.

             Since our inception, we experienced net losses from operations and,
       as of October 28, 2000 had an accumulated deficit of $24,518,175. A large
       portion of this accumulated deficit is related to non-cash stock based
       charges related to issuances of our common stock and stock options. We
       expect to incur substantial additional expenses resulting in losses at
       least through the period ending January 27, 2001 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 Internet customer care business.

             The Company believes it currently has cash available for operations
       to continue through March 2001. The Company is currently evaluating
       financing options and is attempting to raise additional capital necessary
       to develop WEC and other areas of operations. If the Company is
       unsuccessful in raising additional capital, it intends to significantly
       reduce operations and development of WEC. There can be no assurance that
       the Company will be successful in obtaining additional capital on terms
       and conditions satisfactory to management.


<PAGE>

       MARKET RISKS

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

           -    our ability to enter into additional collaborative agreements;

           -    competing technological and market developments;

           -    changes in any collaborative relationships;

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

           -    the purchase of additional capital equipment;

           -    the expansion of our facilities;

           -    the progress of our existing revenue producing activities; and

           -    the availability of additional funding, if necessary, and if at
                all, on favorable terms.

       IMPACT OF INFLATION

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

       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

       RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS

             In 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 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. The adoption of the interpretation did not 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

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

       FACTORS AFFECTING FUTURE RESULTS

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

             The limited funds currently available to us may 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 limit our operations to those that can be financed from
       existing funds.

             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.

             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.

             The Internet Customer Care center, located in Montreal, opened in
       December 2000 may be unable to: secure contracts with clients or generate
       revenues under any such contracts it does secure; successfully develop
       and utilize its acquired infrastructure and develop databases to perform
       for our clients; successfully implement marketing and sales methods for
       its services; acquire and implement quality telecommunications and
       computer technology and equipment and end user database and software
       products necessary for our operations; correspond to changing
       technological developments and acquire and implement new equipment and
       systems to meet changing customer needs on a timely and cost-effective
       basis; all of which could have a material adverse effect on our future
       financial condition, operations, results and cash flow.

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

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

             We may not be able to procure, hire and train on a timely basis a
<PAGE>

       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 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.

             We are not involved in any legal proceedings that are material to
       our business or financial condition.


       ITEM 2.  CHANGES IN SECURITIES

             In January 2000, we acquired, in a private transaction, all the
       issued and outstanding shares of capital stock of wirelessEncryption.com,
       Inc. in exchange for 5,000,000 shares of the Company's unregistered
       common stock.

             On March 6, 2000, we consummated a private placement of 2,699,999
       shares of common stock at $3.00 per share and issued warrants to purchase
       up to 2,699,999 shares of common stock at $4.50 per share. The warrants
       are exercisable at the option of the holder at any time up to the
       expiration date of March 4, 2005. In connection with the private
       placement, we issued an additional 16,666 shares and warrants to purchase
       16,666 shares at a price of $4.50 per share.

             On March 24, 2000, we acquired, in a private transaction, 100% of
       the membership interests in COMSEC Solutions, LLC for 100,000 shares of
       unregistered common stock.

             In July 2000, we received notice from the holders of the
       subordinated convertible debentures that they have chosen to convert the
       debt and accrued interest to shares of our common stock. As a result, we
       issued 1,320,000 shares of common stock and issue 1,200,000 warrants at
       an exercise price of $2.00 per warrant. The accompanying condensed
       consolidated balance sheet reflects the conversion of subordinated
       convertible debentures and issuance of common stock.

             On August 14, 2000, we completed a private placement sale of
       327,869 shares of the Company's restricted common stock for $1,000,000
       and 327,869 warrants to purchase common stock exercisable at $4.50 at
       $0.10 per warrant purchase. The gross proceeds to the Company were
       $1,032,787.

             During the Quarter ended October 28, 2000, we granted 300,000
       options at exercise prices of $4.00 per share to employees.

             On August 3, 2000, we issued 150,000 shares of unregistered common
       stock for legal services performed relating to the February 1999 reverse
       merger.

             On August 7, 2000, we acquired, in a private transaction 100% of
       the membership interests in MVP Systems, Inc. for 530,000 shares of
       unregistered common stock and 70,000 shares of registered common stock.

<PAGE>

             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 of
       securities.

       ITEM 3. DEFAULTS UPON SENIOR SECURITIES

             Not applicable.

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

             None.

       ITEM 5. OTHER INFORMATION

             Not applicable.


       ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)      Exhibits:

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


         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)


       (b) Reports on Form 8-K:

       We filed with the Securities and Exchange Commission on August 16, 2000 a
       Current Report on Form 8-K regarding the consummation of the acquisition
       by the Company of all the issued and outstanding stock of MVP Systems,
       Inc., a California corporation. The Company filed an amended Form 8-K on
       October 23, 2000 and October 24, 2000 concerning the MVP Systems, Inc.
       acquisition reported previously on Form 8-K filed on August 16, 2000 to
       include the audited financial statements of MVP as well as pro forma
       financial statements which are required to be filed.


<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:  December 12, 2000          By: /s/ BRUCE W. YOUNG
                                          ----------------------------------
                                          Bruce W. Young
                                          Chief Executive Officer and President

       Date:  December 12, 2000          By: /s/ DOUGLAS A. MILLER
                                          ----------------------------------
                                          Douglas A. Miller
                                          Vice President of Finance
                                          (Principal Financial and Accounting
                                          Officer)