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 30, 1999

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period _________________to_______________

Commission File Number:      0-25002

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


            DELAWARE                                  59-3200879
-------------------------------          --------------------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)


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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At December 17, 1999, there were
18,753,442 shares outstanding of common stock, $.01 par value per share.

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


<PAGE>

                            TELEHUBLINK CORPORATION.

                                      INDEX

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

Item 1. Financial Statements (Unaudited):

Condensed Balance Sheets - January 30, 1999 and October 30, 1999...........  3

Condensed Statements of Operations for the Thirteen Weeks Ended
October 31, 1998 and October 30, 1999 and the Thirty Nine Weeks Ended
October 31, 1998 and October 30, 1999......................................  4

Condensed Statements of Cash Flows for the Thirteen Weeks Ended
October 31, 1998 and October 30, 1999 and the Thirty Nine Weeks Ended
October 31, 1998 and October 30, 1999......................................  5

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

Item 2. Management's Discussion and Analysis or Plan of Operation..........  9


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

Item 2. Change in Securities and Use of Proceeds.........................   15

Item 6. Exhibits and Reports on Form 8-K ................................   15

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

                                       2
<PAGE>
<TABLE>
<CAPTION>
                            TELEHUBLINK CORPORATION.

                            CONDENSED BALANCE SHEETS

                                                                     JANUARY 30,      OCTOBER 30,
                                  ASSETS                                 1999             1999
                                                                     -----------      -----------
                                                                                      (Unaudited)
<S>                                                                  <C>              <C>
CURRENT ASSETS:
     Cash                                                            $       445      $   203,195
     Accounts Receivable, net                                                -0-          346,540
     Inventory                                                               -0-           10,822
     Notes Receivable                                                        -0-          177,135
     Prepaid expenses and other current assets                             5,891            9,008
                                                                     -----------      -----------
                      Total current assets                                 6,336          746,700

PROPERTY AND EQUIPMENT, net                                                1,000          236,678

INTANGIBLE ASSETS, net                                                       -0-          988,479

OTHER ASSETS                                                                 -0-            7,756
                                                                     -----------      -----------
                      Total assets                                   $     7,336      $ 1,979,613
                                                                     ===========      ===========
                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                $     4,643      $   136,862
     Accrued  expenses                                                    67,000          393,452
     Notes Payable, 10% subordinated convertible debentures
         maturing July 13, 2000                                              -0-          600,000
     Other current payables                                                  -0-           78,269
     Current maturities of capital lease obligations                       1,981           41,363
                                                                     -----------      -----------
                      Total current liabilities                           73,624        1,249,946

CAPITAL LEASE OBLIGATIONS                                                    -0-          165,561

STOCKHOLDERS' EQUITY:
     Common stock                                                         21,181          187,534
     Additional paid-in capital                                        4,538,782          893,838
     Accumulated deficit                                              (4,626,251)        (517,266)
                                                                     -----------      -----------
                      Total stockholders' equity                         (66,288)         564,106
                                                                     -----------      -----------
                      Total liabilities and stockholders' equity     $     7,336      $ 1,979,613
                                                                     ===========      ===========
</TABLE>

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

                                       3
<PAGE>
<TABLE>
<CAPTION>

                             TELEHUBLINK CORPORATION

                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                       13 WEEKS ENDED                             39 WEEKS ENDED
                                            OCTOBER 31, 1998    OCTOBER 30, 1999      OCTOBER 31, 1998     OCTOBER 30, 1999
                                            ----------------    ----------------      ----------------     ----------------

<S>                                         <C>                 <C>                   <C>                   <C>
Sales                                         $        -0-        $    212,043          $         -0-        $  1,023,120

Cost of Sales                                          -0-             131,215                    -0-             600,011
                                              ------------        ------------           ------------        ------------

Gross Profit                                           -0-              80,828                    -0-             423,109
                                              ------------        ------------           ------------        ------------
Selling, General and
     Administrative Expenses                  $     21,446        $    320,105           $     38,830        $    694,537
                                              ------------        ------------           ------------        ------------

(Loss) from Operations                             (21,446)           (239,277)               (38,830)           (271,428)
                                              ------------        ------------           ------------        ------------

Interest and Other Income                              730               2,027                  1,844              16,496

Interest Expense                                      (101)            (16,350)                  (211)            (19,149)
                                              ------------        ------------           ------------        ------------
                                              $        629        $    (14,323)          $      1,633        $     (2,653)
                                              ------------        ------------           ------------        ------------

NET (LOSS)                                    $    (20,817)       $   (253,600)          $    (37,197)       $   (274,081)
                                              ------------        ------------           ------------        ------------

Net (loss) per weighted average
common and common equivalent share -
basic                                         $       (.01)       $       (.01)          $       (.02)       $       (.02)
                                              ============        ============           ============        ============

Weighted average common and common
equivalent shares outstanding - basic            2,118,125          18,295,442              2,118,125          18,156,818

Net (loss) per weighted average
common and common equivalent share -
diluted                                       $       (.01)       $       (.01)          $       (.02)       $       (.02)
                                              ============        ============           ============        ============

Weighted average common and common
equivalent shares outstanding - diluted          2,118,125          18,295,442              2,118,125          18,156,818
</TABLE>

        The accompanying notes are an integral part of these statements.

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

                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                 13 WEEKS ENDED                      39 WEEKS ENDED
                                                           OCTOBER 31,      OCTOBER 30,         OCTOBER 31,     OCTOBER 30,
                                                               1998             1999                1998             1999
                                                           -----------      -----------         -----------      -----------
<S>                                                        <C>              <C>                 <C>              <C>
OPERATING ACTIVITIES:
   Net loss                                                $   (20,817)     $  (253,600)        $   (37,197)     $  (274,081)
   Adjustments to reconcile net loss to net cash and
     cash equivalents used in operating activities:
        Depreciation and amortization                              375           34,318                 750           61,340
        (Gain) on disposal of assets                               -0-              -0-                 -0-          (14,406)
        Changes in operating assets and liabilities-
           (Increase)/Decrease in Accounts Receivable              -0-           38,057                 -0-         (229,119)
           (Increase) in Notes Receivable                          -0-         (177,135)                -0-         (177,135)
           (Increase) in prepaid expenses and
                  other current assets                            (528)          (1,903)             (1,055)          (3,117)
           Decrease in other assets                                -0-            3,965                 -0-            3,302
           Increase/(Decrease) in accounts payable and
                  accrued expenses                              (9,700)         267,544             (49,200)         389,248
           Increase/(Decrease) in other payables                   -0-           (7,655)                -0-           83,275
                                                           -----------      -----------         -----------      -----------
               Net cash and cash equivalents (used in)
                   operating activities                        (30,670)         (96,409)            (86,702)        (160,693)

INVESTING ACTIVITIES:
     Purchase of Equipment                                         -0-          (20,765)                -0-          (85,843)
     Purchase of Assets and Businesses                             -0-         (464,290)                -0-       (1,021,924)
     Proceeds from Sale of Equipment                               -0-              -0-                 -0-           22,655
                                                           -----------      -----------         -----------      -----------
                    Net cash provided by investing
                    activities                                     -0-         (485,055)                -0-       (1,085,112)

FINANCING ACTIVITIES:
     Proceeds from stock issuance, net of expenses                 -0-          725,000                 -0-          863,361
     Proceeds from notes payable                                   -0-              -0-                 -0-          600,000
     Payments made on capital lease obligations                   (375)          (4,804)                (741)        (14,806)
                                                           -----------      -----------         -----------      -----------
                    Net cash provided by/(used in)
                           financing activities                   (375)         720,196                (741)       1,448,555
                                                           -----------      -----------         -----------      -----------
NET (DECREASE)/INCREASE IN CASH AND
    CASH EQUIVALENTS                                           (31,045)         138,732             (87,443)         202,750

CASH AND CASH EQUIVALENTS, beginning of
period                                                          74,315           64,463             130,713              445
                                                           -----------      -----------         -----------      -----------

CASH AND CASH EQUIVALENTS, end of period                   $    43,270      $   203,195         $    43,270      $   203,195
                                                           ===========      ===========         ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
         Cash paid during the period for interest          $       101      $     1,350         $       211      $     3,149
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>


                             TELEHUBLINK CORPORATION

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                                OCTOBER 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The accompanying unaudited condensed interim financial statements of TeleHubLink
Corporation (formerly known as What A World!, Inc.) (the "Company") have been
prepared in accordance with the instructions to Form 10-QSB and do not include
all of the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. These financial statements should be read
in conjunction with the financial statements and notes thereto for the year
ended January 30, 1999, which are included in the Company's Annual Report on
Form 10-KSB filed on May 14, 1999.

ACQUISITION AND RECAPITALIZATION

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

INTANGIBLE ASSETS

Intangible assets consist primarily of the acquisition and recapitalization
costs related to the Company's business combinations (see above and note 2). All
intangible assets will be amortized over a three to fifteen-year period.

FOREIGN CURRENCY TRANSACTIONS

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

FISCAL YEAR

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

                                       6
<PAGE>

NET LOSS PER WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARE

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

2. ISSUANCES OF SECURITIES:

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

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

In August 1999, the Company consummated a private placement pursuant to which it
sold 13.5 units for gross proceeds of $675,000 and, in September 1999 the
Company sold an additional unit for gross proceeds of $50,000. Each unit
consisted of 40,000 shares of the Company's common stock. In connection with
such private placement, the Company sold an aggregate of 580,000 shares of
common stock for gross proceeds of $725,000 (the "August/September 1999
Financing"). Proceeds of the financing were used for the payment of certain
obligations and to fund working capital requirements of the Company and for
general corporate purposes.

On August 2, 1999, the Registrant acquired, for $50,000 in cash, all of the
assets of Web Trafic Inc., a privately held company which has acquired the
rights to sell advertising for e-commerce on iMall, one of the leading
e-commerce websites on the Internet. In connection therewith, the Company
retained a management firm operated by the former President of Web Trafic Inc.
to assist the Company in developing its Internet division and, in consideration
therefor, issued to such management firm 100,000 shares of the Company's common
stock.

On August 20, 1999, the Registrant acquired all of the assets of Sports &
Entertainment International, Inc. ("SEMI"), a privately held company that is
engaged in the development and production of strategic marketing concepts
relating to various sports, sporting events, shows, memorabilia and products. In
consideration for such assets, the Company paid to SEMI $250,000 in cash and
issued 200,000 shares of the Company's common stock.

3. STOCK OPTION PLANS:

In November 1994, the Board of Directors adopted the 1994 Stock Option Plan (the
"Stock Option Plan"). Following approval by the Board of Directors and
Stockholders of the Company, effective May 21, 1996, the Stock Option Plan was
amended to add 300,000 shares to the previously authorized 260,000 shares that
were subject to options under the Stock Option Plan. The amendment resulted in a
total of 560,000 shares of common stock available for grant under the Stock
Option Plan. No options were granted under the Stock Option Plan during the
three-month period ended October 30, 1999. As of October 30, 1999, 520,000
options were outstanding under the Stock Option Plan.

                                       7
<PAGE>

In November 1994, the Board of Directors also approved the 1994 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan"), pursuant to which 40,000
shares are reserved for issuance in connection with options granted or available
for grant to the Company's non-employee directors. No options were granted under
the Directors' Plan during the three-month period ended October 30, 1999. As of
October 30, 1999, 20,000 options were outstanding under the Directors' Plan.

4. ADDITIONAL OPTIONS:

In February 1999, the Company granted to Mr. Patrick Thomas, who served at such
time as the Company's Chief Operating Officer and a director of the Company,
time-based options to acquire an aggregate of 150,000 shares of Common Stock and
performance-based options to acquire an aggregate of 50,000 shares of Common
Stock, and granted to Mr. John DeLuca, who served at such time as the Company's
Vice President and director of the Company, time-based options to acquire an
aggregate of 250,000 shares of Common Stock and performance-based options to
acquire an aggregate of 50,000 shares of Common Stock. Effective May 1, 1999,
Mr. DeLuca resigned as an officer and director of the Company and is currently
serving as a consultant to the Company. In connection with Mr. DeLuca's
resignation, all of his time-based and performance-based options were cancelled;
however, the Company currently anticipates that, subject to negotiation of a
definitive agreement, the Company will issue additional options to Mr. DeLuca in
consideration for his services as a consultant. In addition, effective October
1, 1999, Mr. Thomas resigned as an officer and director of the Company and, in
connection therewith, all of his time-based and performance-based options were
cancelled.

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

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

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

On August 31, 1999, the Company granted to two third-party consultants to the
Company, in consideration for services rendered by them, options to purchase an
aggregate of 150,000 shares. All of such options are exercisable at a price of
$1.50 per share and vest on the first anniversary of the date of grant.

On October 20, 1999, the Company granted to Douglas Miller, the Company's Vice
President of Finance, options to purchase an aggregate of 30,000 shares of
common stock. All of such options are exercisable at a price of $.9375 per share
(the fair market value on the date of the grant) and vest in three equal annual
installments commencing one year from the date of the grant. In addition, on
October 20, 1999, the Company also granted to a third-party consultant, for
services rendered by him, options to acquire an aggregate of 25,000 shares, all
of which options are exercisable at a price of $.9375 and vest on the first
anniversary of the date of grant.

                                       8
<PAGE>

5. SUBSEQUENT EVENTS:

On December 8, 1999, the Company entered into a letter of intent to acquire from
Lyon Investments, a Canadian holding company, all of the outstanding shares of
Platinum 2000 ("Platinum"), a Canadian company engaged in the development and
sale of group discount packages to consumers through teleservicing companies
throughout the United States and Canada. In consideration for the Platinum
shares, the Company will pay one-half of specified net profits and may also
issue up to 1,300,000 shares of its common stock depending on the satisfaction
of certain performance targets by Platinum during the one-year period following
the acquisition. The Company has also agreed to pay certain brokers fees
incurred by Platinum in connection with the acquisition, which payment shall
consist of $100,000 in cash plus 200,000 shares of the Company's common stock.
Consummation of the acquisition is subject to certain conditions, including
completion of due diligence and preparation of a definitive purchase agreement.
There can be no assurance that the parties to the acquisition will enter into a
definitive agreement or that, if a definitive agreement is entered into, the
acquisition will be completed or, if completed, that the acquisition would
generate meaningful revenues or profits for the Company.

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

GENERAL

     TeleHubLink Corporation (formerly known as What A World!, Inc.)(the
"Company") was incorporated under the laws of the State of Delaware in July
1993. Until May 1997, the Company operated as a mall-based specialty retailer of
a wide assortment of products which targeted customers having an active interest
in nature, the environment, education, wildlife, the outdoors and science. In
May 1997, the Company sold substantially all of its assets to Natural Wonders,
Inc. for cash in the amount of $517,795 plus the assumption by Natural Wonders,
Inc. of specified liabilities (the "1997 Sale"). The completion of the 1997 Sale
terminated the Company's specialty retail operations. For the period May 1997
through February 3, 1999, the Company had no operating business and sought to
serve as a vehicle to effect an acquisition, whether by merger, exchange of
capital stock, acquisition of assets or other similar business combination. On
February 4, 1999, the Company acquired all the issued and outstanding capital
stock of Tele Hub Link Corporation ("TeleHub"), a privately-held company
organized under the laws of the Province of Ontario, Canada, that is engaged in
the business of providing teleservices. Pursuant to a Share Purchase Agreement
dated as of December 21, 1998 (as amended, the "Share Purchase Agreement")
between the Company, TeleHub and the shareholders of TeleHub (the "TeleHub
Shareholders"), the Company acquired from the TeleHub Shareholders all of the
issued and outstanding capital stock of TeleHub in exchange for an aggregate of
13,011,339 shares (the "Shares") of common stock, par value $.01 per share
("Common Stock"), of the Company (or 3.9252318 shares of the Company's Common
Stock for each share of TeleHub common stock) and, as a result thereof, TeleHub
became a wholly-owned subsidiary of the Company (the "TeleHub Transaction"). In
addition, in connection with the TeleHub Transaction, the Company amended its
Certificate of Incorporation in order to change its name from What A World!,
Inc. to TeleHubLink Corporation. As a result of the 1997 Sale and the TeleHub
Transaction, the Company currently operates as a holding company, the principal
asset of which is its 100% ownership interest in TeleHub. Accordingly, the
business of the Company is currently conducted primarily through TeleHub.

PLAN OF OPERATION

     Since the consummation of the TeleHub Transaction, the Company, through its
wholly-owned subsidiary TeleHub, has been primarily engaged in the business of
providing call center teleservices, including both inbound and outbound
teleservices. The Company has not generated any meaningful

                                       9
<PAGE>

revenues since the consummation of the TeleHub Transaction, and there can be no
assurance that the Company's operations will generate profits in the future or
that such profits, if any, would be significant.

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

     A key element of the Company's strategy involves growth through
acquisitions of other companies or assets that would complement or expand the
Company's existing business. On May 13, 1999, the Company entered into a letter
of intent to acquire wirelessEncryption.com, a development stage company which
is working on the development of a product which encrypts data at the signal
level while enhancing signal reception and voice quality. The Company presently
anticipates that it may issue up to 5,000,000 unregistered shares of its common
stock in connection with the acquisition of wirelessEncription.com and that it
may also issue up to 4,000,000 additional unregistered shares of its common
stock, depending upon the satisfaction of certain milestones and other
conditions. Consummation of the transaction is subject to completion of due
diligence and preparation of a definitive purchase agreement and related
documentation. Affiliates of Mr. Stanley Young, the former Chairman of the Board
and a former director of the Company, and members of his family own a
substantial equity interest in wirelessEncryption.com. In addition, as described
below under "Recent Developments," on December 8, 1999, the Company entered into
a letter of intent to acquire all of the outstanding shares of Platinum 2000, a
Canadian company engaged in the development and sale of group discount packages
to consumers through teleservicing companies throughout the United States and
Canada. Consummation of the acquisition is subject to certain conditions,
including completion of due diligence and preparation of a definitive purchase
agreement. There can be no assurance, with respect to either such proposed
acquisition, that the parties to the acquisition will enter into a definitive
agreement or that, if a definitive agreement is entered into, the acquisition
will be completed or, if completed, that the acquisition would generate
meaningful revenues or profits for the Company. In addition, if either or both
acquisitions are consummated, the Company will be required to obtain additional
financing to fund the development and operational costs of the acquired company
or companies.

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

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

                                       10
<PAGE>

RECENT DEVELOPMENTS

     On August 20, 1999, the Company acquired all the assets (including certain
intellectual property rights, contract rights and inventory) of Sports &
Entertainment Marketing International Inc. ("SEMI"), a privately held company
that is engaged in the development and production of strategic marketing
concepts relating to various sports, sporting events, shows, memorabilia, and
products. In consideration for such assets, the Company paid to SEMI $150,000 in
cash and issued 200,000 shares of the Company's common stock. There can be no
assurance that this acquisition will generate meaningful revenues or profits for
the Company.

     On December 8, 1999, the Company entered into a letter of intent to acquire
from Lyon Investments, a Canadian holding company, all of the outstanding shares
of Platinum 2000 ("Platinum"), a Canadian company engaged in the development and
sale of group discount packages to consumers through teleservicing companies
throughout the United States and Canada. In consideration for the Platinum
shares, the Company will pay one-half of specified net profits and may also
issue up to 1,300,000 shares of its common stock depending on the satisfaction
of certain performance targets by Platinum during the one-year period following
the acquisition. The Company has also agreed to pay certain brokers fees
incurred by Platinum in connection with the acquisition, which payment shall
consist of $100,000 in cash plus 200,000 shares of the Company's common stock.
Consummation of the acquisition is subject to certain conditions, including
completion of due diligence and preparation of a definitive purchase agreement.
There can be no assurance that the parties to the acquisition will enter into a
definitive agreement or that, if a definitive agreement is entered into, the
acquisition will be completed or, if completed, that the acquisition would
generate meaningful revenues or profits for the Company.

RESULTS OF OPERATIONS

THIRTEEN AND THIRTY NINE WEEKS ENDED OCTOBER 30, 1999 COMPARED TO THE THIRTEEN
AND THIRTY NINE WEEKS ENDED OCTOBER 31, 1998

     Net sales for the thirteen weeks ended October 30, 1999 (the "Third Quarter
of Fiscal 1999") increased to approximately $212,000 from net sales of $0 for
the comparable thirteen weeks ended October 31, 1998 (the "Third Quarter of
Fiscal 1998"). Net sales also increased for the thirty-nine weeks ended October
30, 1999 to approximately $1,023,100 from net sales of $0 for the thirty-nine
weeks ended October 31, 1998. The increases are the result of the acquisition of
TeleHub's business in the TeleHub Transaction.

     Gross profit for the Third Quarter of Fiscal 1999 was approximately $80,800
or 38.0% of sales, as compared with $0 for the Third Quarter of Fiscal 1998.
Gross profit for the first thirty-nine weeks of fiscal 1999 was approximately
$423,100 or 41.0% of sales, as compared with $0 for the first thirty-nine weeks
of fiscal 1998. The increase is the result of the acquisition of TeleHub in the
TeleHub Transaction.

     Selling, general and administrative expenses ("SG&A") increased to
approximately $320,100 in the Third Quarter of Fiscal 1999 and to approximately
$694,500 in the first thirty-nine weeks of fiscal 1999 from approximately
$21,400 and $38,800 for the Third Quarter of Fiscal 1998 and the first thirty
nine weeks of fiscal 1998. The primary components of SG&A are rent, salaries
(including commissions and fringe benefits), consulting fees, depreciation,
travel and promotion, and corporate overhead expenses (including primarily
professional fees, insurance, administrative salaries (including fringe
benefits), transfer agent fees and printing fees). In the Third Quarter of
Fiscal 1999, corporate overhead expenses accounted for approximately $108,000 or
34% of the total SG&A, while corporate overhead expenses accounted for
approximately $238,000 or 34% of the total SG&A for the first thirty-nine weeks
of fiscal 1999. The increases in SG&A for the Third Quarter of Fiscal 1999 as
compared to the Third Quarter of Fiscal 1998 were primarily the result of the
Company's having acquired an operating business as a result of the TeleHub
Transaction.

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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

     The Company had working capital of approximately $(503,200) and $(67,300)
at October 30, 1999 and January 30, 1999, respectively. Since the TeleHub
Transaction, the Company's primary ongoing capital requirements have been and
are anticipated to be for funding its operations and exploring and developing
opportunities in the call center teleservices industry and in expanding its
business into servicing the Internet market.

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

     In August and September 1999, the Company consummated the August/September
1999 Financing pursuant to which it issued 580,000 shares of Common Stock for an
aggregate of $725,000. Proceeds of the financing were used for the payment of
certain obligations and to fund working capital requirements of the Company and
for general corporate purposes.

     As described above, the Company currently anticipates that it will continue
to seek additional financing from several sources, including private placements
of debt and/or equity securities, in order to fund its business expansion plans,
including funding acquisition opportunities which may arise, and to provide
short-term working capital. There can be no assurance that additional financing
will be available to the Company on commercially reasonable terms, or at all.
Any inability to obtain additional financing could have a materially adverse
effect on the Company, including possibly requiring the Company to significantly
curtail, and possibly causing the Company to cease, its operations. In addition,
any equity financing may involve substantial dilution to the interests of the
Company's then existing stockholders. Further, there can be no assurance that
the Company will achieve profitability or positive cash flow.

     During the first thirty-nine weeks of fiscal 1999, cash increased by
approximately $202,800 to approximately $203,200. The overall increase in cash
resulted primarily from the cash received from the Company's July 1999 Financing
arrangement and August/September 1999 Financing arrangement. The Company repaid
approximately $14,800 in indebtedness during the period.

     During the first thirty-nine weeks of fiscal 1998, cash decreased by
approximately $87,400 to approximately $43,300. The overall decrease in cash
resulted primarily from the Company's paying ongoing general and administrative
costs, repayment of debt, and the loss of the Company's main source of cash flow
as a result of the Company's discontinuing its retail operations. The Company
repaid approximately $700 in indebtedness during the period.

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

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<PAGE>

     FORWARD-LOOKING STATEMENTS

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

     The Company's future operations are subject to various risk factors,
including the following: the limited funds currently available to the Company
may not be adequate for the Company to pursue its business objectives, and there
is no assurance funds will be available from any source and, if not available,
the Company will be required to limit its operations to those that can be
financed from existing funds; TeleHub has a limited operating history and there
can be no assurance that any of its future activities will be profitable; as a
holding company, the Company's success will depend on the operations, financial
condition and management of TeleHub and any other companies which the Company
may acquire, and in the event the Company does not have the resources or is
otherwise unable to diversify its operation into a number of areas, the Company
may become subject to economic fluctuations within a particular business or
industry and thereby increase the risks associated with its operations; the
Company may be unable to successfully complete acquisitions of assets or
complementary companies which are necessary to expand its business, and may be
unable to integrate into its operations any such businesses or assets acquired
by it; TeleHub is a start-up company and, as such, may become subject to the
problems, expenses, difficulties, complications and delays that are frequently
encountered by a company establishing a new business; TeleHub may be unable to
secure teleservices contracts with clients or generate revenues under any such
contracts it does secure; TeleHub may be unable to successfully develop and
utilize its acquired infrastructure and develop databases to perform
teleservices for its clients and may be unable to successfully implement
marketing and sales methods for its services or expand into new areas, including
Internet and "e-commerce" related businesses; TeleHub may be unable to acquire
and implement quality telecommunications and computer technology and end user
database and software products necessary for its operations; TeleHub may be
unable to respond to changing technological developments and acquire and
implement new equipment and systems to meet changing customer needs on a timely
and cost-effective basis; TeleHub may be unable to adequately ensure that its
operations will not be adversely impacted by the Year 2000 Issue; TeleHub's
inability to obtain adequate local or long distance telephone service, or any
interruption in such service or rate increases relating thereto, could
materially adversely affect TeleHub's business, results of operations and
financial condition; TeleHub may not be able to procure, hire and train on a
timely basis a sufficient labor force of qualified employees or independent
contractors in connection with an increase, if any, in the volume of its
teleservices business; TeleHub's failure to retain the service of its key
employees or its failure to retain additional qualified management personnel to
support its planned growth could have a material adverse effect on TeleHub; the
teleservices industry is highly competitive and is characterized by low barriers
to entry and rapid growth, and TeleHub may not be able to compete effectively
against its current competitors or future competitors, many of whom may be
substantially larger and better capitalized than TeleHub; and any changes to
existing Canadian or U.S. federal, provincial or state laws or regulations
governing TeleHub's business, or any additional laws or regulations, could limit
TeleHub's current or future activities or could significantly increase TeleHub's
cost of compliance.

YEAR 2000 COMPLIANCE

      The Year 2000 issue results from computer programs written using two
digits rather than four to define the applicable year. Any computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities.

     The Company has made an assessment with regard to whether its own internal
information systems are Year 2000 compliant. Since February 1999, in addition to
updating employee computers and workstations, the Company has upgraded various
accounting, telecommunications, customer care systems and transaction systems at
an aggregate cost of approximately $150,000, with systems that are warranted by
the

                                       13
<PAGE>

vendors to be Year 2000 compliant. To the extent the Company purchases
additional systems, it will require that such systems are warranted by the
vendors to be Year 2000 compliant. The Company's existing vendors have assured
the Company that such systems are warranted to be Year 2000 compliant. The
Company employs a Director of Operations who oversees information systems and
whose responsibilities include oversight of Year 2000 compliance. The Company
does not separately track the internal costs incurred for Year 2000 projects,
which are principally the related payroll costs for its information systems
personnel. Although the Company does not believe that any additional Year 2000
compliance-related costs will be significant, there can be no assurance that
costs incurred to address unanticipated issues would not have a material adverse
effect on the Company's business, operating results and financial conditions.
Any failure of third-party equipment or software comprising any part of the
Company's systems to operate properly with regard to Year 2000 and thereafter
could require the Company to incur unanticipated expenses to address associated
problems, which could have a material adverse effect on the Company's business,
operating results and financial condition.

     The Company believes, based on an internal assessment, that the Company's
telecommunications hardware and current versions of its software products are
Year 2000 compliant. The Company has no plan to ascertain whether the internal
systems and products of its potential future customers are Year 2000 compliant.
The Company may in the future be subject to claims based on Year 2000 problems
in others' products or issues arising from the integration of multiple products
within an overall system. Although the Company has not been involved in any
litigation or proceeding to date involving its services related to Year 2000
issues, there can be no assurance that it will not in the future be required to
defend its services or to negotiate resolutions of claims based on Year 2000
issues. The costs of defending and resolving Year 2000-related disputes, and any
of our liabilities for Year 2000-related damages, including consequential
damages, could have a material adverse effect on the Company's business,
operating results and financial condition.

     The Company does not have any specific contingency plans if any Year 2000
problems develop with respect to its systems or systems acquired from vendors.
Contingency plans will be developed if the Company identifies instances of
noncompliance and such noncompliance is expected to have a material adverse
impact on our operations. The cost of developing and implementing such plans may
itself be material. However, the Company does not currently believe that such
contingency plans will be required due to its use of alternative technology
systems at the Company's call center.

     Year 2000 issues may affect the purchasing patterns of customers and
potential customers in a variety of ways. Many companies are expending
significant resources to replace or remedy their current hardware and software
systems for Year 2000 compliance. These expenditures may result in reduced funds
available to purchase services such as those offered by the Company. The Company
does not believe that there is any practical way to ascertain the extent of, and
has no plan to address problems associated with, such a reduction in purchasing
resources of its customers. Any such reduction could, however, result in a
material adverse effect on the Company's business, operating results and
financial condition. The Year 2000 problem is pervasive and complex, as
virtually every computer operation will be affected in some way. Consequently,
Year 2000 compliance might not be achieved without significant additional costs
to the Company.

                                       14
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2.           CHANGE IN SECURITIES AND USE OF PROCEEDS

     On August 16, 1999, the Registrant consummated a private placement pursuant
to which it sold 13.5 units for gross proceeds of $675,000 and, on September 15,
1999 sold an additional unit for gross proceeds of $50,000. Each unit consisted
of 40,000 shares of the Registrant's common stock. In connection with such
private placement, the Registrant sold an aggregate of 580,000 shares of common
stock for gross proceeds of $725,000. Proceeds of the financing were used for
the payment of certain obligations and to fund working capital requirements of
the Registrant and for general corporate purposes. The Registrant relied upon
the exception provided by Section 4(2) of the Securities Act of 1933, as amended
(the "Act"), in connection with the issuance and sale of such shares.

     On August 2, 1999, the Registrant acquired all of the assets of Web Trafic
Inc., a privately held company. In connection therewith, the Registrant retained
a management firm operated by the former President of Web Trafic Inc. to assist
the Registrant in developing its Internet division and, in consideration
therefor, issued to such management firm 100,000 shares of the Registrant's
common stock. The Registrant relied upon the exception provided by Section 4(2)
of the Act in connection with the issuance and sale of such shares.

    On August 20, 1999, the Registrant acquired all of the assets of Sports &
Entertainment Marketing International, Inc. ("SEMI"), a privately held company,
and, in consideration for such assets, issued to SEMI 200,000 shares of the
Registrant's common stock. The Registrant relied upon the exception provided by
Section 4(2) of the Act in connection with the issuance and sale of such shares.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

                  27     Financial Data Schedule (For SEC Use Only)

                  99.1   Purchase Agreement between the Company and Sports &
                         Entertainment Marketing International, Inc.

(b)      Reports on Form 8-K:
                         The Company did not file any reports on Form 8-K during
                         the thirteen weeks ended October 30, 1999.

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<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 17, 1999            By:  /s/ BRUCE W. YOUNG
                                         ----------------------------------
                                         Bruce W. Young
                                         President

Date:  DECEMBER 17, 1999            By:  /s/ DOUG MILLER
                                         ----------------------------------
                                         Doug Miller
                                         Vice President of Finance
                                         (Principal Financial and Accounting
                                         Officer)

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