SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

(x)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the quarterly period ended January 31, 2002

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the transition period from _____ to ______

                         Commission file number 0-30474

                                 Travlang, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                    Delaware
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   13-3174562
                        ---------------------------------
                        (IRS Employer Identification No.)

        7000 W. Palmetto Park Road, Suite 501, Boca Raton, Florida 33433
               ---------------------------------------------------
                    (Address of principal executive offices)

                                  561-620-9202
                           ---------------------------
                           (Issuer's telephone number)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

         Yes (x) No ( )

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of March 11, 2002 the
registrant had issued and outstanding 24,375,001 shares of common stock.
Transitional Small Business Disclosure Format (check one);

         Yes ( ) No (x)



<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                                 TRAVLANG, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             AS OF JANUARY 31, 2002

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                              January 31, 2002
                                                                              ----------------
<S>                                                                             <C>
Current assets:
   Cash and cash equivalents                                                    $     13,332
   Accounts receivable, net                                                           18,189
   Deferred management fees                                                          157,885
   Other current assets                                                               16,973
                                                                                ------------
         Total current assets                                                        206,379
                                                                                ------------
Property and equipment, net                                                           12,544
                                                                                ------------
Other assets:
   Investment in common stock                                                        189,278
   Deposits                                                                            3,000
   Goodwill, net                                                                     177,750
                                                                                ------------
         Total other assets                                                          370,028
                                                                                ------------
         Total assets                                                           $    588,952
                                                                                ------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                                              January 31, 2002
                                                                              ----------------
Current liabilities:
   Accounts payable                                                             $      6,246
   Accrued expenses                                                                  109,622
   Loans payable, related parties                                                     50,000
                                                                                ------------
         Total current liabilities                                                   165,867

Commitments and contingencies                                                             --

Stockholders' equity:
   Preferred stock, $1.00 par value, 5,000,000 shares authorized,
     -0- shares issued and outstanding                                                    --
   Common stock, $0.01 par value, 50,000,000 shares authorized,
     15,348,934 shares issued and outstanding                                        153,489
   Additional paid in capital                                                     15,561,125
   Subscription receivable                                                           (37,183)
   Accumulated deficit                                                           (15,254,347)
                                                                                ------------
         Total stockholders' equity                                                  423,084
                                                                                ------------
         Total liabilities and stockholders' equity                             $    588,952
                                                                                ============
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements


                                       2
<PAGE>

                                 TRAVLANG, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                             AS OF JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                      Six Months Ended January 31,
                                                      ----------------------------
                                                          2002             2001
                                                      ------------    ------------
<S>                                                   <C>             <C>
Revenues earned                                       $     93,973    $    129,714

Cost of goods sold                                          27,978          44,121
                                                      ------------    ------------

Gross profit                                                65,995          85,593
                                                      ------------    ------------
Operating expenses:
    General and administrative expenses                    159,794         571,193
    Depreciation and amortization                            3,242         166,257
    Stock compensation for services                        236,250         184,251
                                                      ------------    ------------
       Total operating expenses                            399,285         921,701
                                                      ------------    ------------
Other income (expense):
    Interest expense                                        (1,600)           (300)
    Impairment of investment                              (110,000)             --
    Loss on notes receivable                               (10,000)       (364,249)
    Interest income                                             --           2,909
    Forgiveness of debt                                         --          97,500
                                                      ------------    ------------
       Total other income (expense)                       (121,600)       (264,140)
                                                      ------------    ------------

Net loss                                                  (454,890)     (1,100,248)
                                                      ------------    ------------

Net income (loss) applicable to common shareholders   $   (454,890)   $ (1,100,248)
                                                      ============    ============

Basic and diluted loss per share                      $      (0.03)   $      (0.10)
                                                      ============    ============

Weighted average shares outstanding                     14,769,294      10,978,634
                                                      ============    ============
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements



                                       3
<PAGE>


                                 TRAVLANG, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                             AS OF JANUARY 31, 2002

<TABLE>
<CAPTION>

                                                        Three Months Ended January 31,
                                                        -----------------------------
                                                            2002            2001
                                                        ------------    ------------

<S>                                                     <C>             <C>
Revenues earned                                         $     43,567    $     24,956

Cost of goods sold                                            12,501          11,746
                                                        ------------    ------------

Gross profit                                                  31,066          13,210
                                                        ------------    ------------

Operating expenses:
             General and administrative expenses              73,813         350,572
             Depreciation and amortization                     1,602          83,139
             Stock compensation for services                  49,125         168,750
                                                        ------------    ------------
                         Total operating expenses            124,540         602,461
                                                        ------------    ------------

Other income (expense):
             Interest expense                                 (1,064)           (300)
             Impairment of investment                       (110,000)             --
             Loss on notes receivable                        (10,000)       (364,249)
             Interest income                                      --              --
             Forgiveness of debt                                  --          97,500
                                                        ------------    ------------
                         Total other income (expense)       (121,064)       (267,049)
                                                        ------------    ------------

Net loss                                                    (214,537)       (856,300)
                                                        ============    ============

Net income (loss) applicable to common shareholders     $   (214,537)   $   (856,300)
                                                        ============    ============

Basic and diluted loss per share                        $      (0.01)   $      (0.08)
                                                        ============    ============

Weighted average shares outstanding                       14,849,161      11,215,887
                                                        ============    ============
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements


                                       4
<PAGE>


                                 TRAVLANG, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             AS OF JANUARY 31, 2002


<TABLE>
<CAPTION>
                                                        Six Months Ended January 31,
                                                        ----------------------------
                                                            2002               2001
                                                         ---------          ---------
<S>                                                        <C>               <C>
Net cash used in operating activities                      (62,605)          (836,132)
                                                         ---------          ---------

Cash flows from investing activities:
    Change in notes receivable                              10,000            253,249
    Purchases of property and equipment                     (1,900)            (1,265)
                                                         ---------          ---------
Net cash provide by (used in) investing activities           8,100            251,984
                                                         ---------          ---------

Cash flows from financing activities:
    Common stock issued for cash                             3,000            573,950
    Costs of issuance of common stock                           --             (2,782)
    Proceeds from loans payable                             50,000                 --
    Payments on loans payable                                   --            (12,500)
                                                         ---------          ---------
Net cash provided by financing activities                   53,000            558,668
                                                         ---------          ---------

Net increase (decrease) in cash                             (1,505)           (25,480)

Cash at beginning of period                                 14,837            276,980
                                                         ---------          ---------
Cash at end of period                                    $  13,332          $ 251,500
                                                         ---------          ---------
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements



                                       5
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Description of Company
----------------------

Travlang, Inc. (formerly iiGroup, Inc.) is a publicly traded technology company
whose core business is in its wholly owned subsidiary, Travlang.com.
Travlang.com, a foreign language and travel website, was acquired by iiGroup,
Inc. in January 2000. Travlang.com offers foreign language and travel
information, products and services through the Internet. Travlang, Inc. also
holds equity positions in several other companies as described in Note 5 below.
The name of the Company was changed on April 23, 2001 to reflect the Company's
decision to focus on Travlang.com.

When we use the terms "Travlang", the "Company", "we" or "us" or other similar
terms, we mean Travlang, Inc., and any predecessor company, and each of our
subsidiaries and affiliated companies unless otherwise specified or described.

In March 2002, the Company acquired Sec2Wireless, Inc. in exchange for Series B
Preferred Stock that is convertible into 100,000,000 shares of common stock, or
80% of the Company.

NOTE 2:  INTERIM FINANCIAL STATEMENTS
-------------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions for Form 10-QSB of the Securities
and Exchange Commission rules and do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation,
(consisting of normal recurring accruals and the write-down of certain
investments) have been included. Operating results for any quarter are not
necessarily indicative of the results for any other quarter or for the full
year. All significant intercompany accounts and transactions have been
eliminated. These interim financial statements should be read in conjunction
with the Company's audited financial statements and accompanying footnotes
included on Form 10-KSB for the fiscal year ended July 31, 2001.

NOTE 3:  GOING CONCERN - UNCERTAINTY
------------------------------------

As shown in the accompanying condensed consolidated financial statements, the
Company has incurred recurring losses and negative cash flows from operating
activities. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.

As a result of the acquisition of Sec2Wireless, the Company's focus has changed,
which has resulted in different funding needs. (See Note 7)

There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that the
Company will achieve its goals. The accompanying condensed consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern and do not include any adjustments to reflect the possible
future effects of the recoverability and classification of assets or the amounts
and classification of liabilities that might result from the outcome of this
uncertainty.


                                       6
<PAGE>



NOTE 4:  AVAILABLE-FOR-SALE SECURITIES
--------------------------------------

The Company recorded an impairment loss for its investment in common stock of
$110,000 for the six months ended January 31, 2002.

NOTE 5:  NOTES PAYABLE
----------------------

On August 1, 2001, the Company signed a convertible revolving credit agreement
with MCG Partners, Inc., a related party, for up to $100,000. Interest will be
equal to the prime rate and both principal and interest were due in full on
December 31, 2001. As consideration for the agreement, the Company issued
1,500,000 shares of common stock to execute the agreement. The principal balance
is convertible into common stock based on 75% of the five-day average closing
bid on the five days preceding the conversion. As of January 31, 2002, the
Company had received $50,000 under the revolving credit line. Subsequent to
January 31, 2001, the note holder converted the note into an aggregate of
854,022 shares of common stock at a conversion rate of $.06 per share.

NOTE 6: SHAREHOLDERS' EQUITY
----------------------------

The Company had three 6% notes payable with an aggregate principal amount of
$15,000. Accrued interest payable was $1,350 at October 31, 2001. The notes were
due on September 30, 2001. During January 2002, the note holders converted the
notes into an aggregate of 337,000 shares of common stock at a conversion rate
of $.05 per share.

On November 1, 2001 the Company issued options to acquire 300,000 shares of its
common stock to the president of the Company for $.01 per share. The options
were valued using the Black Scholes option-pricing model for a fair value of
$15,000. During January 2002 the options were exercised for $3,000.

Subscriptions receivable consists of prepaid consulting fees and prepaid legal
fees. Consulting services received for stock are capitalized and amortized over
the term of the agreement, not to exceed one year, on a straight-line basis. The
value of the consulting services is determined based on the Company's stock
price on the effective date of the agreement. At January 31, 2002, the Company
had $30,433 of unamortized subscriptions receivable.

The Company executed a consulting agreement on August 1, 2001 with a third party
for a two-year term. The Company issued 100,000 stock options and will pay $100
per month for the services rendered. The options were valued using the Black
Scholes option-pricing model for a fair value of $9,000, of which $6,750 of
deferred compensation expense was recorded in the subscription receivable line
of shareholders' equity. The deferred compensation is being amortized over the
life of the agreement. Subsequent to January 31, 2002, the Company issued 10,000
shares of stock to cancel these warrants resulting in no additional expense to
the Company.

NOTE 7: SUBSEQUENT EVENTS
-------------------------

Subsequent to January 31, 2002, the Company issued 3,087,044 shares of common
stock for payment of accrued expenses to MCG Partners, a related party, at a
conversion rate of $.03 per share. The expenses were incurred related to a
management agreement with MCG Partners entered into in April 2001.

On March 5, 2002 the Company acquired all of the outstanding common stock of
Sec2 Wireless. For accounting purposes, the acquisition will be treated as an
acquisition of the Company by Sec2 Wireless and as a recapitalization of Sec2
Wireless. The Sec2 Wireless shareholders will own 80% of the issued and issuable
outstanding common stock of the Company. These common shares will be issuable
upon conversion of Series B preferred stock issued to Sec2 Wireless as part of
this transaction. The Company will spin off the existing Travlang.com, Inc.
business to the Company's shareholders of record on March 13, 2002, by way of a
dividend. The Company incurred fees of 5% in connection with this acquisition,
which was paid in 6,250,000 warrants to purchase common shares of stock to MCG
Partners, Inc., a related party. These warrants were converted into 5,625,000
shares of common stock. The Company also issued 2,000,000 shares of common stock
for payment of legal fees to Sec2Wireless' counsel.


                                       7
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

General

         Forward-Looking Statements. When used in this report, press releases
and elsewhere by our management, we describe important factors, among others,
that could cause actual results to differ from those indicated in
forward-looking statements made in this document. Certain of our statements
contain some forward-looking statements made in this document. Forward-looking
statements give our current expectations or forecasts of future events. You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. They use words such as anticipate, estimate,
expect, project, intend, plan, believe, and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. In particular these include statements relating to our anticipated
operating results and our anticipated cash flow and to future actions, future
performance or results of current and anticipate sales and marketing efforts,
expenses, the outcome of contingencies, and other financial results. From time
to time, we may also provide oral or written forward-looking statements in other
materials we release to the public. Any or all of our forward-looking statements
in this document and in any other public statements we make may turn out to be
wrong. They can be affected by inaccurate assumptions we might make or by known
or unknown risks and uncertainties. Among the factors that could cause actual
results to differ materially include the ability of the Company to meet its
working capital and liquidity needs, the status of relations between the
Company, its primary customers and distributors, the availability of funding,
unanticipated changes in the U.S. and international economies, business
conditions and growth in e-commerce and the timely development and acceptance of
new products, the impact of competitive products and pricing, and other risks
detailed from time to time in the Company's SEC reports. Certain of these
factors mentioned in the discussion below will be important in determining
future results. Consequently, no forward-looking statement can be guaranteed and
readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Actual future results may
vary materially. We undertake no obligations to publicly update any
forward-looking statements, whether as a result of new information, future
events, or otherwise. You are advised, however, to consult any further
disclosures we make on related subjects in our future filings with the SEC.

Going Concern.

         The accompanying condensed consolidated financial statements and
financial information were prepared assuming that the Company will continue as a
going concern. We have negative cash flows from our operations and an
accumulated deficit that raise substantial doubt about our ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. Additionally, our liquidity
needs could exceed the amount of the Company's future ability to obtain equity
financing. See "Liquidity and Capital Resources."

Overview

         On January 14, 2000, the Company purchased the assets of Travlang.com,
Inc., an Internet foreign language and travel website, from TargitInteractive,
Inc. (OTC:BB:TGIT) f/k/a GourmetMarket, Inc., a publicly-traded related party.
Travlang.com is a foreign language and travel website that has existed for
nearly six years. It operates on the World Wide Web under the name Travlang.com.
Travlang is a World Wide Web presence offering foreign language and travel
information, products and services. With no advertising, Travlang has become a
leading portal on the World Wide Web, serving over 9,000,000 pages per month and
hosting 2.500,000 visitors per month, of which over 1,000,000 are unique.



                                       8
<PAGE>


Travlang draws visitors from all over the world and from all walks of life.
Travlang has achieved these high levels of traffic and diversity of audience due
to the uniqueness of its content. The four main language content offerings are
Travlang's Foreign Languages for Travelers in 74 languages. Travlang's
Translating Dictionaries, Travlang's Word of the Day e-mail, and Travlang's
downloadable vocabulary/dictionary files.

         Travlang.com's main sources of revenue are from banner advertising and
e-mail advertising; licensing/syndication; commission based travel services;
product sales; affiliate relationships; Travlang website and e-mail services;
storefronts; databases; catalog and other e-Distribution; and online immersion
courses.

         Travlang's commission based travel related services consist of airline
information, reservations and booking; hotel information, reservations and
booking; automobile rental information, reservations and booking; railway
information, reservations and booking; cruise information, reservations and
booking; Travlang Travel Concierge; country specific hotels; discount hotels;
adventure travel and specialty travel.

         The Travlang store sells travel aids and foreign language translation
products. Products available in the store are: travel/health aids; discounted
luggage, software, phone calling cards, credit cards and textbooks. In addition,
the Travlang store has a comprehensive offering of foreign language products.
These include the following: dictionaries, keyboards, spell checkers,
encyclopedias, children's products, translations, movies and videos, localized
products, transliterations, fonts, OCR, tutorials, electronic translators,
computer operating systems, tutorials in ESL, Internet, religious studies, word
processing, phrase books and K-12 materials in over 900 foreign languages.

         Page views for Travlang have increased from 4.5 million in 1996 to over
100 million (estimated) in 2001. Total visitors have increased from 2.4 million
in 1996 to a projected 28 million in 2001. One-quarter to one-third of the
visitors are unique. Total requests (hits) are projected to be over 500 million
in 2001, up from 41 million in 1996 and 350 million in 2000.

         To date Travlang, Inc. has

         -        purchased Travlang.com,

                  On March 7, 2001, the Company announced that it received
                  approval to change its name to Travlang, Inc. to better
                  indicate the Company's intention to focus its attention on its
                  wholly owned subsidiary. On April 23, 2001 the Company amended
                  its Certificate of Incorporation to change its name. The
                  ticker symbol was changed from IIGR to TRVL.

         On January 21, 2002, Travlang signed a Stock Purchase Agreement with
Sec2 Wireless, Inc. Sec2 is a company that has developed a state-of-the-art
technology for centralized user authentication and monitoring which provides in
a single design the ability to recognize a person's identity. Pursuant to the
terms of the Agreement, on March 5, 2002, Travlang issued 80% of its outstanding
capital stock to the stockholders of Sec2 Wireless. The Company issued 100,000
shares of Series B Preferred Stock that will be convertible into 100,000,000
shares of common stock upon amendment of the certificate of incorporation to
provide for additional common stock.

         The Company intends to file a registration statement relating to the
spin-off of TL Services, Inc., formerly known as Travlang.com, to its
shareholders. As a result of this spin-off, the Company's business will consist
of the Sec2Wireless business.


                                       9
<PAGE>


Results of Operations

         The discussion and analysis set forth below is for the six and three
months ended January 31, 2002 and January 31, 2001. It should be read in
conjunction with our Financial Statements and the related Notes thereto
appearing elsewhere in this quarterly report.

Six months ended January 31, 2002 compared to January 31, 2001

         Net sales for the six months ended January 31, 2002 decreased by
$35,741 to $93,973 from $129,714 for the six months ended January 31, 2001. The
decrease is primarily due to terminated contracts to provide management fees to
third parties and a decrease in advertising rates and revenues.

         Cost of goods sold for the six months ended January 31, 2002 decreased
by $16,143 to $27,978 from $44,121 for the six months ended January 31, 2001.
The decrease in cost of sales was primarily due to a decrease in and elimination
of advertising commissions.

         Gross profit for the six months ended January 31, 2002 was $65,995 or
70% of net sales, compared to $85,593 or 66% of net sales for the six months
ended January 31, 2001.

         Depreciation and amortization for the six months ended January 31, 2001
was $3,242 compared to $166,257 for the six months ended January 31, 2001. The
decrease was due to the early adoption of FAS 142, Goodwill and Other Intangible
Assets, which discontinues the amortization of goodwill and instead requires
periodic analysis for impairment . At January 31, 2002, the Company did not find
the goodwill to be impaired.

         General and administrative expenses were $159,794 for the six months
ended January 31, 2002, compared with $571,193 for the six months ended January
31, 2001. The decrease in the general and administrative expenses was due to the
assumption of substantially all of the general overhead expenses by MCG
Partners, a related party that shares office space with the Company. An
agreement was executed on August 1, 2001 between the two parties, whereby
Travlang agreed to reimburse MCG $2,500 per month for a portion of the shared
office expenses. In the six months ended January 31, 2002, the Company had a
non-cash charge of $236,250 for issuance of stock for compensation.

         The Company's interest expense was $1,600 as compared with $300 for the
six months ended January 31, 2001. The increase in interest expenses was
primarily due to loans by related parties.

         The Company incurred an investment impairment charge of $110,000 for
the six months ended January 31, 2002 as it determined to write down the value
of its investments in Nucell and SBN Wireless.

         As a result of the foregoing, the Company's net loss for the six months
ended January 31, 2002 was $454,890 compared to a net loss of $1,100,248 for the
six months ended January 31, 2001.

Three months ended January 31, 2002 compared to January 31, 2001

         Net sales for the three months ended January 31, 2002 increased by
$18,611 to $43,567 from $24,956 for the three months ended January 31, 2001. The
increase is primarily due to an increase in advertising rates and revenues.

         Cost of goods sold for the three months ended January 31, 2002
increased by $755 to $12,501 from $11,746 for the three months ended January 31,
2001. The increase in cost of sales was primarily due to an increase in
advertising commissions.

         Gross profit for the three months ended January 31, 2002 was $31,066 or
71% of net sales, compared to $13,210 or 53% of net sales for the three months
ended January 31, 2001.



                                       10
<PAGE>


         Depreciation and amortization for the three months ended January 31,
2002 was $1,602 compared to $83,139 for the three months ended January 31, 2001.
The decrease was due to the early adoption of FAS 142, Goodwill and Other
Intangible Assets, which discontinues the amortization of goodwill and instead
requires periodic analysis for impairment. At January 31, 2002, the Company did
not find the goodwill to be impaired.

        General and administrative expenses were $73,813 for the three months
ended January 31, 2002, compared with $350,572 for the three months ended
January 31, 2001. The decrease in the general and administrative expenses is due
to the assumption of substantially all of the general overhead expenses by MCG
Partners, a related party that shares office space with the Company. In the
three months ended January 31, 2002, the Company also had a non-cash charge of
$49,125 for issuance of stock for compensation.

         The Company's interest expense was $1,064 as compared with $300 for the
three months ended January 31, 2001. The increase in interest expenses is
primarily due to loans from related parties. The Company incurred an investment
impairment charge $110,000 for the three months ended January 31, 2002 as it
determined to write down the value of its investments in Nucell and SBN
Wireless.

         As a result of the foregoing, the Company's net loss for the three
months ended January 31, 2002 was $214,537 compared to a net loss of $856,300
for the three months ended January 31, 2001.

Liquidity and Capital Resources

         The Company has limited expenditures in many areas, including
discretionary expenditures, in order to focus our resources in what we believe
are the most promising areas of the Company's business. However, there can be no
assurance that we will have sufficient funds to carry out these plans or to
remain in business. There can be no assurance that Travlang will be successful
in meeting its long-term liquidity requirements. The Company experienced a loss
from operations in fiscal 2001 and the first six months of fiscal 2002. Our
liquidity needs could exceed the amount of equity or debt financing that the
Company may be able to obtain.

         For the six months ended January 31, 2002, the Company used $62,606 in
operations, which was primarily funded by the revolving credit line from MCG
Partners.

         The Company may utilize cash derived from the sales of equity
securities, debt securities or bank or other borrowings or a combination thereof
as consideration in effecting future acquisitions, joint ventures or
investments. The Company expects that if market conditions permit, it will be
able to sell some of its TargitInteractive, Inc. stock, which has a current
market value of approximately $220,000. To the extent that such additional
shares are issued, dilution of the interests of the Company's shareholders will
occur.

         The Company's liquidity needs are likely to change as a result of the
acquisition of Sec2Wireless. To date Sec2Wireless has had limited revenues from
operations and has been funded primarily from sales of equity. It expects to
receive sales revenues over the next 12 months and in the interim has
commitments from some of its shareholders to provide additional funding. Further
information on Sec2Wireless will be contained in the Form 8-K to be filed
relating to the acquisition.


PART II
OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.


                                       11
<PAGE>


Item 2.  Changes in Securities

         The Company issued an aggregate of 337,000 shares in cancellation of
outstanding notes payable to three former officers.

         The Company issued 300,000 shares to its former president upon the
exercise of outstanding stock options.

Item 3.  Defaults Upon Senior Securities.

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

Item 5.  Other Information.

         In February 2002, the Company filed a Registration Statement on Form
S-8 with respect to 5,000,000 shares of common stock, of which 3,000,000 was
issued to MCG as payment of fees for the Sec2Wireless transaction and 2,000,000
were issued to Asaf Dor, counsel to Sec2Wireless for payment of services after
closing of the transaction in March 2002.

         In March 2002, MCG was issued an aggregate of 3,087,044 shares as
payment for accrued fees and expenses. MCG was also issued 2,625,000 restricted
shares as payment for its fee.


Item 6.  Exhibits and Reports on Form 8-K

         None.



                                       12
<PAGE>


                                   SIGNATURES


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


Date:    March  14, 2002        Travlang, Inc.

                                By: /s/ Howard Brummer
                                ---------------------------------
                                Howard Brummer, Acting Chief Financial Officer



                                       13