<PAGE>
                                  UNITED STATES
                       Securities and Exchange Commission
                              Washington, DC 20549

                                   FORM 10-KSB

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                     For the fiscal year ended JULY 31, 2002
                                               -------------

                                       Or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

          For the Transition period from August 1,2001 to July 31,2002
                                         -------------    ------------

                       Commission File Number ___________

                             WORLD CYBERLINKS CORP.
                             ----------------------
             (Exact name of registrant as specified in its charter)

            New York                                        11-3332134
  (State or jurisdiction of                    (IRS Employer Identification No.)
incorporation or organization)

                700A Koehler Avenue, Ronkonkoma, New York 11779
                -----------------------------------------------
               (Address of principal executive office)(Zip Code)

Telephone number, including area code:        (631) 471-6857
                                              --------------

Securities registered pursuant to Section 12(b) of the Act:   NONE
                                                              ----

Securities registered pursuant to Section 12(g)
of the Act:                                            COMMON STOCK, PAR
                                                      VALUE $.001 PER SHARE
                                                      ---------------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant is $461,399.92 as of July 31, 2002.

         The number of shares outstanding of Registrant's Common Stock is
9,616,249.


<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

DEVELOPMENT OF THE COMPANY

         World Cyberlinks Corp. was incorporated in New York on August 2, 1995.
We provide docking station solutions and communications software for mobile data
collection and computing devices. To date, our operations principally have
involved research and development, market analysis and other business planning
activities. We have no subsidiaries.

         Our stock has been quoted on the OTC Electronic Bulletin Board of the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
under the symbol "WCYB" since May 15, 1998. The stock was de-listed for a time
due to failure to meet filing requirements and traded on the National Quotation
Bureau "Pink Sheets". The company is current in its reporting requirements and
our stock trades on the NASDAQ Bulletin Board.

         We have two categories of products. First, our docking station
solutions, ConXemDock and the ConXem EtherDock, are cradles for holding multiple
portable computing devices (i.e. laptops, palmtops, personal digital assistants
("PDAs") and handhelds). Our docking solutions combine with the portable
computers to form a communications connection between the docked computer and
either another computer or network server. Second, our software, ConXem and
ConXem Pro, allows for multiple computers to communicate, transfer and exchange
files concurrently with another computer or network server.

         Five broad U.S. patents protect our proprietary technology. We have
also received a design patent for our docking station and a copyright for our
product name, ConXem. We intend to file international patent applications in
connection with this technology, where applicable. Our patents relate to docking
stations for portable and pen-based computing devices or any other data
collection terminal for mobile computing. We believe we are among the first
companies to develop and patent solutions covering this new developing segment
of the mobile computing market place.

         To date our revenues have been limited to sales associated with the
beta testing of our products. We anticipate that our revenues principally will
be derived from sales of our ConXemDock and the ConXem EtherDock. Additionally,
we have begun discussions regarding partnering and licensing agreements with
various Windows(TM) CE mobile device manufacturers. We expect additional revenue
from sales of our products to both the small office/home office ("SOHO") and
value added reseller distribution channels. ConXem software has been distributed
by IBM's Enterprise Solutions Division for use by the Long Island Railroad. We
are seeking to expand this relationship into docking solutions and new products.
Currently, we also are exploring the development of a device to interface with
multiple communication appliances, such as cellular phones, pagers, and PDAs for
use in the set top (such as cable) box market.

THE COMPANY'S PRODUCTS

         Our products include the ConXemDock and ConXem EtherDock docking
station solutions, and ConXem and ConXem Pro software.


                                       1
<PAGE>

         Our docking station solutions and software products provide users the
ease of movement and control of files between mobile devices and a personal
computer ("PC") or network server. Multiple mobile computer users such as
delivery personnel, utility meter readers, and field sales representatives can
update, send and receive data simply by attaching their mobile computing devices
to our docking station. Once the information has been sent, the scripting engine
on the software provides the user with the ability to designate the location for
each file to be delivered to the PC or network and then identifies information
(or files) that should be sent back to the mobile computer. The scripting engine
also provides for automatic updating of mobile computer applications and
databases.

DOCKING STATION SOLUTIONS

         ConXemDock and the ConXem EtherDock are cradle devices that hold
multiple mobile computers and provide power, communications, and in some cases,
battery charging and maintenance. These devices also provide concurrent two-way
file transfer between the docked handheld computer and either a PC or network
server. The multiple unit docking stations are custom designed for each specific
type of mobile device and will be distributed to customers through partners and
under original equipment manufacturer and value added reseller agreements. Our
patented technology underlies our two docking station solutions.

ConXemDock

         The ConXemDock is a multiple unit docking cradle for use with handheld
computers such as the IBM WorkPad(TM) and Palm, Inc.'s (formerly Palm Computing,
Inc., a subsidiary of 3Com Corporation) Palm Pilot(TM) devices ("Palm(s)"). This
product is a four-unit cradle allowing multiple handheld devices to transfer
data bi-directionally and concurrently between a personal computer and the
docked handheld computers. With the ConXemDock, multiple handheld devices can
now access, share and update the same files on the personal computer. The
ConXemDock can be linked to connect up to 128 units simultaneously.

         We believe the ConXemDock is a cost-effective solution for the small
office/home office marketplace. It allows the small office, such as a real
estate office, independent insurance agency or route accounting companies, such
as a mobile delivery service or a beverage distributor, to easily access and
share information between multiple handheld devices and a personal computer.

ConXem EtherDock

         The ConXem EtherDock is a four-unit docking cradle that is specifically
designed for the enterprise market. It enables large institutions to incorporate
handheld computers within a network environment.

         The ConXem EtherDock for handheld devices, such as the IBM WorkPad(TM)
or Palm(TM) devices, provides a concurrent network connection, known as TCP/IP,
to the network. A concurrent TCP/IP connection occurs when more than one network
connection from a mobile computer, such as a Palm Pilot(TM), connects to the
network or PC. Similar to the ConXemDock, the user inserts the device into the
dock and the files automatically are transferred. Our docking stations allow up
to four such connections.

         We believe the automatic file transfer system will be very attractive
to potential customers. Companies can use the Palm(TM) OS enterprise software
from most any Palm Computing Platinum proven developer including Oracle Corp.,
Aether Technologies, Puma Technology, AvantGo, ASL and others.


                                       2
<PAGE>

Once the client/server software is installed, a user can place their handheld
device in any ConXem EtherDock and connect directly to the network. The network
administrator can view each handheld as a node on the network. There is no PC
required with the ConXem EtherDock which reduces the cost of connecting the
handheld devices. Other features include a parallel port for printing, which can
be ideal in a retail environment. We believe the ConXem EtherDock provides low
cost automated access to a network for users of Palm Pilots(TM) and
WorkPads(TM).

MediDock

         Medidock is World Cyberlinks solution for hospital data collection and
access. A hospital has an install base of hospital-dedicated handheld units and
has a large install base of hospital personnel, such as doctors and nurses, who
bring their own Palm devices. By installing MediDock on the hospital network, a
new user can be given access to the network once approved by the network
administrator. The process can include security verification. The staff can be
issued handheld units with the ability for any staff member given authorization
to access the database at specified security levels. The system would allow for
multiple users per handheld unit by simply entering the user ID. Any authorized
user can dock in any MediDock station on the network. Therefore, a proportion of
the users can be attending physician, nurses, etc. who utilize their own Palm's.
They can send and receive patient information as well as display patient images
(CAT scan, EKG, EEG, x -ray, sonogram, etc.) that can reside on the database.
The user would select a patient, drag down for the type of information to be
displayed, tap and view the information on the 15" color screen. Other users can
process data collection during the viewing of the other user. Up to four users
can concurrently use the docking station.

SOFTWARE

         The ConXem and ConXem Pro software currently run under DOS, Windows(TM)
95, Windows(TM) NT, and Windows(TM) CE operating environments. The Windows 95/NT
version was beta tested with the Long Island Railroad. Initially, these software
programs will be available for purchase through resellers as well as our web
site, worldcyberlinks.com.

ConXem Software for Windows(TM) 95/NT

         ConXem is a serial communications software package enabling file
transfers between a PC or network server and multiple mobile computers. By
establishing a connection between computers, the ConXem software instructs the
connected computers to transfer files bi-directionally. The software is
available in 1, 4, 8, 16, or 32 user versions. ConXem differs from other
communications software applications in that it is a concurrent communications
package. Specifically, it facilitates bi-directional file transfer between a
computer or network server and multiple mobile computers. ConXem Pro also
includes upgrade features to provide a turnkey docking station solution with
battery maintenance, network and enterprise management tools.

         The ConXem client software, which resides on the mobile device,
requires less than 100 kilobytes of memory. We believe the ConXem software is
simple to set up. Initially, the administrator sets up the mobile user account
and the corresponding file transfer script. The administrator then installs the
mobile user's account information and communications software onto a mobile
computer. Thereafter, the user may simply connect the mobile computer to the
server or docking station. The server application retrieves and executes the
proper script file associated with the user ID from the user account base to
automatically transfer the files. Meanwhile the administrator maintains control
over the process.

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<PAGE>

         The software supports selected multiple port, input/output, or I/O
boards manufactured by Digi International, Equinox, Comtrol, Computone and other
multiple port I/O board manufacturers. A multiple port I/O board allows for
multiple computers to communicate to one central processing unit.

ConXem Software for Windows(TM) CE

         This version of the ConXem software is designed to run on Microsoft
Windows(TM) CE devices. Microsoft Windows(TM) CE is geared for use on mobile
computing devices. A number of prominent PDA hardware manufacturers have
announced the introduction of new devices within the past year that could lead
to additional sales opportunities for our products.

RESELLER RELATIONSHIPS

Aether Technologies, Inc.

         We entered into an open-ended reseller agreement with Aether
Technologies, Inc. (previously named Riverbed Technologies, Inc.) on November
23, 1998. Pursuant to this agreement Aether will act as a distributor of our
docking stations, ConXemDock and ConXem EtherDock, in conjunction with its own
software. In exchange, we will offer the Aether software, along with our
ConXemDock and ConXem EtherDock, through our channels of distribution. Aether is
based in Falls Church, Virginia.

         We are included in the Aether Partner Guide and on the Aether web site
as a solution partner and value added reseller. Our relationship with Aether
should enable us to provide the lowest cost connection to a network and a total
solution to mobile computing needs for anticipated customers.

         Aether develops specialized middleware and connectivity software that
allow an enterprise to exchange critical data with portable computing devices
such as Palm Pilot(TM). This software significantly reduces the total cost of
computing by eliminating the requirement of a companion PC and greatly
simplifying the configuration and use of handheld devices.

CUSTOMER SUPPORT

              We anticipate offering technical support to customers who have
either licensed our software or purchased docking station solutions. Technical
support will include the maintenance of our products in accordance with
specifications contained in our guide for such products, as well as access to
technical support personnel by telephone, facsimile or e-mail. Potential
customers under license agreements will be entitled to standard industry service
that includes minor product updates and modifications, primarily fixes that are
provided as patches or service releases.

MARKETING PLAN

         We developed a marketing strategy for our software and mobile docking
solution products by emphasizing partnering, bundling and bounty agreements with
key industry corporations that manufacture or integrate laptop, palmtop, PDAs
and handheld mobile computing devices. Under these potential agreements, we hope
to provide software and docking station solutions to be combined with other
companies' products.


                                       4
<PAGE>

         We are targeting both Fortune 1000 companies as well as smaller
companies, principally comprising the SOHO market for both docking station
solutions and communications software, on a national level. We believe that
mobile computing represents an important and growing segment for the consumer,
SOHO and enterprise markets. We designed our products in an attempt to provide
each market segment a simple, cost-effective solution with a unique and
effective feature set which can easily be expanded.

         Our strategy is to partner with multi-port I/O board manufacturers and
other original equipment manufacturers, develop value added reseller
relationships, establish a retail channel utilizing manufacturers'
representatives and pursue licensing agreements.

         We believe that this strategy will enable us to potentially leverage
the existing value added reseller channel of the I/O board manufacturers while
establishing a brand and developing a retail channel with a convenient and
coordinated solution for the SOHO market. In addition, the potential original
equipment manufacturing and licensing of docking solutions will generate fees to
us over the life of each product. This positioning of the software and
exploitation of the patents may provide us with revenues from both the SOHO and
enterprise markets.

         Currently, our web site receives approximately four requests per week
from prospective customers for our hardware and software. We have no assurance
that this level of inquiry will continue if or when we are able to manufacture
units for sale. Nor do we have any assurance whether such inquiries will result
in actual sales. We are included on the Palm, Inc. web site as an enterprise
solution provider. We also are included on the Aether Technologies, Inc. web
site as a solution partner. We have licenses with Palm for the Palm(TM) III and
Palm(TM) V form factor and connector use. Palm is in the process of licensing
the new universal connector to us.

         Additionally, we plan to increase our exposure within the industry by
attending trade shows, distributing corporate literature, facilitating the use
of on-site application testing and partnering with industry leaders in each
market segment.

INTELLECTUAL PROPERTY

         We rely on patents, copyrights, trademarks, trade secrets and other
contractual confidentiality laws to establish and maintain proprietary rights in
our technology and products. We presently own five patents in the United States
covering certain of our technology. It is our intent to file applications for
and obtain patents in selected foreign countries where a potential market for
our products exist. We will continue to seek patent protection for any
improvements or enhancements likely to be incorporated in our products.

<TABLE>
<CAPTION>
Patent Number         Date of Patent            Title of Patent
-------------         --------------            ---------------
<S>                   <C>                       <C>
5,301,346             April 5, 1994             Method and apparatus for transferring data between a host
                                                device and plurality of portable computers

5,461,717             October 24, 1995          Apparatus for transferring data between a host device and
                                                portable computers of various sizes and for recharging
                                                the batteries of same

5,586,002             December 17, 1996         Protective case and interface housing containing computer
                                                devices and the like

5,598,543             January 28, 1997          Method of interfacing between data transmission systems
                                                having an unequal number of transceiver ports


                                       5

<PAGE>

5,621,890             April 15, 1997*           Method and apparatus for transferring data between a host
                                                device and a plurality of portable computers

D444,472              July 3, 2001              Design patent for computer docking station
</TABLE>

* The term of this patent shall not extend beyond the expiration date of Patent
  No. 5,301,346.

         U.S. patents expire 14 years from the date of application. There can be
no assurance that any of these patents would be upheld as valid if litigated.
While we believe that our patents have value, we also believe that our
competitive position depends primarily on innovative skills, technological
expertise and management abilities of our employees.

         We have a copyright for the name ConXem(TM) for use with multi unit
docking stations and communication software.

MANUFACTURING & ASSEMBLY

DOCKING SOLUTIONS

         We presently procure most of our components and subassemblies from
third party vendors or subcontractors. We have been negotiating with Aether
Systems, Inc., the contract manufacturer for the Palm cradle and connectors. If
we are successful in our efforts, Aether will be our prime contractor. We also
may work with other contract manufacturers in creating docking stations for
other original equipment manufacturers.

COMMUNICATIONS SOFTWARE

         We are working to partner with a Palm developer who will produce a set
of master CD-ROMs or diskettes and documentation for each software product. Our
goal is to duplicate and package these CD-ROMs for sale by the reseller. We also
plan to offer our software over the Internet and under a key system whereby the
user is entitled to a free 90-day trial download. This offer will be available
for the launch of each new version or upgrade.

RESEARCH AND DEVELOPMENT

         We seek to capitalize on our expertise in communications software and
docking station solutions technology by developing products for new applications
and increasing the functionality of existing products.

         The markets for our products are characterized by rapidly changing
technologies, evolving industry standards, frequent new product introductions
and short product life cycles. As a result, we anticipate our future success
will depend significantly upon our ability to enhance our existing products and
to develop and introduce, on a timely and cost-effective basis, new products and
features that meet changing customer requirements and emerging and evolving
industry standards.

         We have budgeted for research and development to accommodate planned
product introductions and enhancements. Since inception, we have expended
approximately $317,000 on research and development.


                                       6
<PAGE>

COMPETITION

         The docking solutions and communications software markets are intensely
competitive and are subject to rapid changes in both technology and the
strategic direction of major hardware manufacturers and operating system
providers. As such, our ability to compete will depend upon our ability to
introduce new mobile computing solutions on a timely basis. We have limited
resources and must restrict our product development efforts to a relatively
small number of projects. However, as a small company, we believe we are able to
respond to rapid changes within the mobile computing industry.

         The principal competitive factors affecting the market for our docking
solutions and communications software are compatibility with existing hardware
and software solutions, added functionality which provides for user adaptively,
product reliability, competitive pricing and the proprietary nature of the
products.

DOCKING SOLUTION COMPETITORS

         Docking solutions are available from hardware manufacturers of mobile
data collection devices and notebook computers, however, they are typically
single unit cradles or multiple unit cradles with sequential data transfer. We
believe our principal competitor is Symbol Technologies, Inc. They have
introduced a four slot serial cradle that provides multiple unit synchronization
capabilities and is compatible with the Symbol SPT 1500, Pocket PC, Palm(TM)
III, V, VII, and i705. Other than Symbol, we are not aware of any other company
offering multiple unit docking cradles as an enterprise solution for Palm
devices or Windows(TM) CE devices.

COMMUNICATION SOFTWARE COMPETITORS

         We compete with software products manufactured by Traveling Software,
Symantec Corporation, DataViz, Quarterdeck, and Puma Technology, Inc. for the
single user. We are unaware of any other software currently available that
provides concurrent, bi-directional multiple unit file transfer that will
operate on a stand alone personal computer with programmable scripts for each
user.

         We have refined our software to serve primarily the SOHO market. As a
result, we now are engaged in discussions with companies including Aether
Technologies, Puma Technologies, ASL and AvantGo, among others, in an effort to
supply our docking solutions coupled with their enterprise software solutions.

GOVERNMENT REGULATIONS

         We believe that our products are in material compliance with current
government regulations, however, regulatory changes may require modifications to
our products in order for us to continue be able to manufacture and market these
products. It is possible that more stringent regulations in these or other areas
will be issued in the future which could have an adverse effect on our business.
In addition, sales of our products could be adversely affected if more stringent
safety standards are adopted by customers.

         Certain of our products intentionally transmit radio signals as part of
their normal operation. These products are subject to regulatory approval by the
FCC and corresponding authorities in each country in which they are marketed.
Such approvals are typically valid for the life of the product unless


                                       7
<PAGE>

and until the circuitry of the product is altered in material respects, in which
case a new approval must be required.

EMPLOYEES

         In addition to our management, we have a technical team comprised of a
chief technology officer, primarily responsible for docking station solutions
and software development activities. Our officers work on a part-time, as-needed
basis. We utilize one part-time programmer who is an independent contractor and
also subcontracts much of our software programming to other parties. We also
work with several part-time consultants to assist in hardware development.

ITEM 2. DESCRIPTION OF PROPERTY.

         We lease approximately 600 square feet of office space, at a monthly
rental of $450.00, at 700 A Koehler Avenue, Ronkonkoma, New York, 11779. This
office space is subject to a month to month lease. The space is utilized for a
sales office. We believe that these facilities are adequate for our current
needs and anticipated future needs.

ITEM 3. LEGAL PROCEEDINGS

         There currently are no legal actions pending against us or any of our
officers or directors in their fiduciary capacities nor is any litigation
threatened or anticipated to our knowledge.

         In November 1999, we filed an action in the Supreme Court of New York,
County of Suffolk against a former employee. The case was settled when the
defendant agreed to return our property and restore the systems that he harmed.
Although a damage claim remains open, it is not likely that we will continue to
prosecute the claim because the damages may not warrant the additional expense.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 2002.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common stock began trading on the OTC Electronic Bulletin Board of
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") under the symbol "WCYB" on May 15, 1998. As of May 15, 2000, our
Common Stock had been listed on the National Quotation Bureau "Pink Sheets". The
stock was de-listed for a time due to failure to meet filing requirements. The
company is up to date in its reporting requirements and our stock currently
trades on the NASDAQ Bulletin Board.

         The following table sets forth, for the periods indicated, the sales
prices for our common stock. The quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions. The prices listed below are stated in U.S. dollars, which is the
currency in which they were quoted.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                     BID                                ASK
         PERIOD                             HIGH              LOW               HIGH             LOW
         ------                             ----              ---               ----             ---
         <S>                                <C>              <C>               <C>             <C>

         1998:
         Second Quarter                     2 5/16           15/16             3 1/8            1 1/2
         Third Quarter                      2 11/16          1 5/8             3 1/8            2 1/4
         Fourth Quarter                     2 15/16          2 1/16            3 7/16           2 1/8

         1999:
         First Quarter                      3 3/8            2 3/4             3 13/16          3 1/2
         Second Quarter                     3 1/8            1 7/8             3 3/4            3 7/16
         Third Quarter                      2                13/16             2 3/8            1 3/4
         Fourth Quarter                     9/16             1/4               7/8              11/16

         2000:
         First Quarter                      11/16             1/8               4 3/8           3/8
         Second Quarter                     3/4               1/4               2 15/16         9/16
         Third Quarter                      .30               .22                .39            .35
         Fourth Quarter                     .25               .08               1.01            .33

         2001:
         First Quarter                      .22               .13                .89            .48
         Second Quarter                     .45               .12                .49            .13
         Third Quarter                      .30               .22                .39            .35
         Fourth Quarter                     .44               .17                .46            .19

         2002:
         First Quarter                      .14               .08                .13            .08
         Second Quarter                     .20               .07                .20            .065
</TABLE>

         The closing price for our common stock on July 31, 2002 was $0.08.

         As of July 31, 2002, there were no options and 750,000 outstanding
warrants to purchase shares of common stock.

         As of July 31, 2002, the shareholders' list prepared by American Stock
Transfer & Trust Co. for our common stock showed 9,372,500 shares outstanding.
The stock transfer records incorrectly reflect as currently outstanding the
total shares to be earned pursuant to multi-year employment or legal service
agreements with certain individuals. However, not all shares have been earned as
of July 31, 2002. We have notified the transfer agent of the discrepancies and
have taken steps to correct the errors. We recalculated the shares outstanding
to reflect the shares earned and issued or issuable to those three individuals
as well as all outstanding agreements for stock compensation through July 31,
2002. The adjusted number of our shares of our common stock outstanding at July
31, 2002 is 9,616,249.

VOTING RIGHTS

         Each holder of common stock is entitled to one vote per share with
respect to all matters that are required to be submitted to shareholders. The
shareholders are not entitled to cumulative voting in the


                                       9
<PAGE>

election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors will be able to elect all the directors if
they choose to do so. Under the New York Business Corporation Law, a majority
vote at a meeting of shareholders (or unanimous consent if shareholders act by
written consent without a meeting) is required for all actions including removal
of directors subject to certain limitations. There are no redemption or sinking
provisions applicable to the common stock.

DIVIDEND POLICY

         Each share of common stock is entitled to share pro rata in dividends
and distributions with respect to the common stock when, as and if declared by
the board of directors and from funds legally available therefore. No holder of
any shares of common stock has any preemptive right to subscribe for any of our
securities.

         We have not declared or paid any cash dividends on our common stock
since our formation, and do not presently anticipate paying any cash dividends
on our common stock in the foreseeable future. We currently intend to retain any
future earnings to finance the expansion and development of our business. The
future payment of cash dividends on the common stock will depend on our
earnings, capital requirements and financial position, applicable requirements
of the New York corporate law, general economic conditions and other factors
considered relevant by our board of directors.

LIQUIDATION RIGHTS

         Upon dissolution, liquidation or winding up, the assets of the company
will be divided pro rata on a share-for-share basis among holders of the common
stock.

RECENT SALES OF UNREGISTERED SECURITIES

         During the three fiscal years preceding the date of this report, we
issued common stock in several transactions, which were not registered under the
Securities Act. All the following references to our common stock were adjusted
to reflect our 10,000 for one forward split in effected in October 1997.

         In June 1998, we conducted a private placement of 900,000 shares of our
common stock at a price of $1.00 per share. Sales of these securities were made
pursuant to Regulation D Rule 504 of the Securities Act. As a result of the
private placement, we received net proceeds of approximately $850,000 that was
used for marketing, new product research and development and working capital.

         There have been no new issuances in the year 2002.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

         The following discussion of our financial condition and results of
operations should be read in conjunction with our financial statements and the
notes.

         Since inception, we have developed both hardware and software for the
mobile computing market. To fund operations to date, we have relied upon private
placements and have borrowed money from officers and consultants. Our
accumulated net losses through July 31, 2002 total $10,491,306.


                                       10
<PAGE>

The lack of funds to tool and build our docking station inventory has been
detrimental to our growth and ability to generate income.

         To date our limited revenues were from sales associated with the beta
testing of our products. We have not completed the tooling process required to
begin our product manufacturing. We had and continue to have sales inquiries for
our products. However, we have no backlog of orders at this time.

         During the next 12 months, we will require at least $100,000 to
continue the operation of the business including sales and marketing as well as
office space and general office expenses. In addition, we will need a cash
infusion of a minimum of $1,000,000 to allow us to complete tooling and
manufacture approximately 1,000 cradle units, the minimum required by a contract
manufacturer. We have no assurance that we will continue to be able to obtain
any sort of financing on commercially acceptable terms, if at all.

         In their report dated September 19th, 2002 in connection with their
audit of our financial statements as of July 31, 2002, the years ended July 31,
2002 and 2001 and for the period August 2, 1995 (inception) through July 31,
2002, our auditors have indicated that there is a substantial doubt about our
ability to continue as a going concern. Their opinion is based in part on our
recurring losses, negative working capital and stockholders' deficit.

                             SELECTED FINANCIAL DATA

         The following table sets forth summary historical financial data for
the dates and periods indicated in the following table. The summary historical
financial data for the fiscal year ended July 31, 2002 are derived from our
financial statements, which have been audited by Israeloff, Trattner & Co.,
P.C., independent certified public accountants, appearing elsewhere in this
report.

                                           YEAR ENDED
                                           ----------
                                  JULY 31, 2002    JULY 31, 2001
STATEMENT OF OPERATIONS DATA:
Net Revenue                       $        --      $        --
Costs and expenses                  1,416,141        2,421,632
Net loss                           (1,416,141)      (2,421,632)
Net loss per share                       (.16)            (.33)
Weighted average shares             8,735,000        7,368,000
outstanding

BALANCE SHEET DATA:
Working capital (deficit)         $(1,711,081)      (1,136,823)
Property and equipment, net               -0-              -0-
Total assets                            3,053              550
Total liabilities                   1,713,529        1,403,148
Shareholders' deficit              (1,710,476)      (1,403,148)


         The company has been a development stage company since its inception.


                                       11
<PAGE>


RESULTS OF OPERATIONS OF THE COMPANY

YEAR ENDED JULY 31, 2002 COMPARED TO YEAR ENDED JULY 31, 2001

         Our net losses were $1,416,141 and $2,421,632 for the years ended July
31, 2002 and 2001, respectively. The cost of shares issued as compensation for
our officers and directors was approximately $720,000.00 for the year ended July
31, 2002. Other expenses to our outside attorneys was $149,072 respectively (as
indicated in the table below) for the year ended July 31, 2002 and $855,563,
$350,506, and $654,000, respectively for the year ended July 31, 2001. Our other
operating expenses amounted to approximately $82,500 for the year ended July 31,
2002 as compared to approximately $562,000 for the year ended July 31, 2001. In
2002 payroll costs associated with the issuance of common shares remained nearly
the same as compared to 2001. In addition professional fees decreased as we
reduced the costs by remaining current in our filings.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
                                Year ended               Year ended
--------------------------------------------------------------------------
                               July 31, 2002           July 31, 2001
--------------------------------------------------------------------------
<S>                               <C>                     <C>
Employee compensation             $720,000                $855,563
--------------------------------------------------------------------------
Legal fees                        $149,072                $350,506
--------------------------------------------------------------------------
Public relations                  -0-                     $654,000
--------------------------------------------------------------------------
TOTAL                             $869,072              $1,860,069
--------------------------------------------------------------------------
</TABLE>

         We recorded no revenues for either of these years.

         During June 2001, we entered an agreement with Millennium Techvest LLC
("Millennium") to provide marketing, sales and product development consulting.
Millennium is owned in part by a former officer of the company. Under the
agreement, Millennium was to be paid $150,000 per year for services to us over a
5-year period. As of September 30th, 2002, this agreement was terminated by both
parties.

LIQUIDITY AND CAPITAL RESOURCES

         To date, our operations have been funded by the issuance of equity
securities and convertible debt securities. We have compensated various
suppliers, consultants and employees by issuing shares of stock in lieu of cash.
In 2000, 2001 and 2002 FRF Holding Corp. ("FRF"), a holding company owned by
Puritan Management Inc. an outside financial and public relations firm we had
under contract, John Russell, our former president, and others, advanced funds
totaling $398,038.91 to us in the form of 12% interest bearing loans. FRF was
granted a security interest in our first five patents as collateral. Although
our relationship with FRF has been positive, FRF may, at any time, call the
outstanding loan. We are in the process of settling all outstanding indebtedness
to FRF.

         In their report dated September 19th, 2002 in connection with their
audits of our financial statements as of July 31, 2002 and 2001, for the years
ended July 31, 2002 and 2001, and for the period August 2, 1995 (inception)
through July 31, 2002, our auditors have indicated that there is a substantial
doubt about our ability to continue as a going concern. At July 31, 2002, we had
a working capital deficiency of $1,711,081. In addition, we are in need of
financing to continue operations and begin manufacturing. We will require at
least $100,000 to fund continued operations for the next twelve months,
exclusive of any cash requirements for manufacturing. In addition, we will
require a cash infusion of at least $1,000,000 to complete tooling and
manufacture 1,000 docking station units, the minimum required by a contract
manufacturer. We currently are seeking to raise funds through the


                                       12
<PAGE>

public markets. However, we have no assurance that we will be able to procure
financing on commercially acceptable terms, if at all. If we are not able to
procure any financing, we may have to curtail operations.

FORWARD LOOKING STATEMENTS

         Statements that are not historical facts included in this registration
statement are "forward-looking statements" and involve risks and uncertainties
that could cause actual results to differ from projected results. Such
statements address activities, events or developments that we expect, believe,
project, intend or anticipate will or may occur, including such matters as
future capital, business strategies, expansion and growth of our operations and
future net cash flows. Factors that could cause actual results to differ
materially are described throughout this registration statement. Cautionary
disclosures include, among others: general economic conditions, the markets for
and market price of our products, the strength and financial resources of our
competitors, our ability to find and retain skilled personnel, the results of
financing efforts and regulatory developments and compliance. We disclaim any
obligation to update or revise any forward-looking statements to reflect new
events or circumstances or to reflect the occurrence of anticipated or
unanticipated events, other than as required by law.

ITEM 7. FINANCIAL STATEMENTS.

         See Item 14.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The following table sets forth our directors and executive officers as
of the date of this registration statement, with each position and office held
by them.

NAME                 AGE     POSITION WITH COMPANY
----                 ---     ---------------------

Michael Tobin        60      President and Director

Jeffrey Denenberg    58      Chief Technology Officer and Director

Richard Stegner      66      Secretary, Treasurer, Vice President and Director


         MICHAEL TOBIN was elected as a director on May 3, 2000 and became
president on November 1, 2000. He was president of TCE Group, an advertising and
marketing company, from August 1983 to September 1999. Mr. Tobin was vice
president marketing of Revlon, Inc. and senior vice president marketing of
Faberge, Inc. from 1970 to 1981. Mr. Tobin received his Bachelor of Business
Administration from Baruch College in 1971 and his MBA in marketing from Long
Island University in 1974.


                                       13
<PAGE>

         JEFFREY N. DENENBERG has served as chief technology officer since
November 1, 1999. He was elected as a director on March 14, 2000. Since 1993, he
has been president of DTS, an executive technology consulting firm that
specializes in resolving system and product design issues. Dr. Denenberg has
also been active in engineering education, teaching graduate and undergraduate
engineering and computer science courses at local universities (Fairfield, UNH,
SHU, and UB) for several years and is currently the head of Electrical
Engineering at the BEI School of Engineering at Fairfield University. He has 30
years of experience in the electronics, communications, and computer industries.
He has worked as an engineer for Warwick Electronics, Motorola and Bell
Telephone Laboratories, as an engineering manager for ITT and Prodigy Services
Co., and as the Chief Technology Officer for Noise Cancellation Technologies. He
received his Bachelor of Science from Northwestern University in 1966 and both
his Master of Science and Ph.D. from the Illinois Institute of Technology in
1968 and 1970, respectively, in electrical engineering. Dr. Denenberg holds 20
patents covering a wide variety of technical areas. These include: active noise
cancellation, digital signal processing, data compression, parallel processing,
fault tolerant systems, pattern recognition, and consumer electronics. Dr.
Denenberg has published many technical papers and has been a contributing author
for two books. He is a senior member of the IEEE.

         RICHARD STEGNER has been a director of the company since November 2,
1997. He has held positions as secretary, treasurer and currently is a vice
president of the company. He also is a member of the compensation committee of
our board of directors. Mr. Stegner currently is president of Exhibit Control.
He served as the vice president of sales for Sparks Exhibits, Inc. from 1995 to
1999. His prior experience included vice president of sales at Dial Corp.,
ExhibitGroup NY from 1990 to 1995. In this position, he was the top sales
producer for three consecutive years. Mr. Stegner has 30 years of sales and
marketing experience selling high value products and services to the Consumer
Electronics, PC/ CD-ROM and computer markets. He received a Bachelor of Science
degree from Wagner College in 1960.

         Directors serve in their respective capacities for a term of one year
or until their successors are duly elected and qualified. The executive officers
are appointed by and serve at the will of the board of directors to serve until
the earlier of their resignation or removal with or without cause by the board
of directors. In December 1998, the bylaws were amended to expand the board of
directors to seven members.

         There are no family relationships between any two or more directors or
executive officers. There are no arrangements or understandings between any two
or more directors or executive officers.

EMPLOYMENT AND CONSULTING CONTRACTS

         Certain of our officers and key employees are subject to employment
agreements. To date, all compensation has been made in the form of equity
securities. The value of the securities is based on the closing market price of
our common stock on the date the agreement is entered into. Various consultants
to the company are compensated in the same way as our employees.

         Michael Tobin, our president and director, has a two year employment
agreement ending October 31, 2002 for compensation in common stock at the rate
of 250,000 shares per year. Under the terms of his contract, Mr. Tobin may be
reimbursed for any personal expenses as it relates to us if the compensation
committee approves.


                                       14
<PAGE>

         Previously, on November 1, 1999, Mr. Tobin entered an agreement with us
whereby he would hold the position of treasurer and vice president of sales and
marketing for a period of two years ending December 1, 2001. In exchange for his
services, Mr. Tobin was to receive 300,000 shares of stock over the term of the
agreement. In addition, Mr. Tobin was entitled to a 5% fee, comprised of 5%
cash, for any contracts stemming from sources he introduces to us. The board of
directors authorized 150,000 shares to Mr. Tobin for his performance under this
agreement.

         During June 2001, we entered an agreement with Millennium Techvest LLC
to provide marketing sales and product development consulting. Under the
agreement, they were to be paid $150,000 per year for services to us over a
5-year period. The agreement with Millenium was terminated in September 2002.
Millennium is owned in part by a former president and board member of the
company.

         On November 1, 2000, James Gardner entered an agreement with us whereby
he held the positions of secretary and treasurer for a period of two years to
end December 1, 2002. In exchange for his services, Mr. Gardner was to receive
250,000 shares of common stock over the term of the agreement together with any
other compensation provided by the board of directors. In addition, Mr. Gardner
was entitled to a 5% fee, comprised of 5% cash, for any contracts stemming from
sources he introduced to us. He earned 125,000 shares of common stock for his
services as secretary from November 1, 1999 through November 1, 2000 pursuant to
a prior employment agreement. Mr. Gardner resigned as of April 15, 2002 for
personal reasons. His stock was returned to the company in September 2002
pending a settlement of the value of the services rendered.

         On November 1, 1999, Jeffrey Denenberg entered an agreement with us
whereby he held the positions of chief technical officer and director for a
period of two years ending December 1, 2001. In exchange for his services, Mr.
Denenberg was to receive 150,000 shares of common stock over the term of the
agreement together with any other compensation provided by the board of
directors. In addition, Mr. Denenberg was entitled to a 5% fee, comprised of 5%
cash, for any contracts stemming from sources he introduces to us. He has earned
150,000 shares of common stock for his services from November 1, 1999 through
December 1, 2001. The company has renewed the contract for an additional two
year term at the rate of 75,000 shares of common stock per year.

         On May 30, 1999, Richard Stegner entered an agreement with us whereby
he accepted the positions of secretary and treasurer and was engaged as vice
president to provide sales and marketing services for a period of four years
ending December 1, 2003. In exchange for his services, Mr. Stegner is to receive
750,000 shares of stock over the term of the agreement. In addition, Mr. Stegner
is entitled to a 5% fee, comprised of 5% cash, for any contracts stemming from
sources he introduces to us. Mr. Stegner has earned 593,750 shares of common
stock for his services through July 31, 2002.

         John Russell was president of the company from November 1, 1997 through
November 1, 1999. He received 250,000 shares of common stock in 1997 from one of
our founders as an inducement to join us and an additional 250,000 shares for
his services through November 1998. Mr. Russell subsequently received 1,000,000
shares of common stock in satisfaction of amounts owed to Mr. Russell by us and
as compensation for his services as a consultant through November 30, 1999.

         We entered a legal service retainer with Shepherd Lane, Esq. for a
three year period ended August 2001. Under the terms of the agreement, Mr. Lane
received 250,000 shares of common stock and warrants to purchase 750,000 shares
of common stock, exercisable at $0.10. Through July 31, 2001, Mr. Lane earned
250,000 shares as compensation for his services and all warrants were fully
vested. All


                                       15
<PAGE>

of Mr. Lane's 750,000 warrants remain unexercised. In 2002, the Board of
Directors agreed to extend the exercise period to August 1, 2006.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our bylaws and Certificate of Incorporation do not provide for the
indemnification of our officers and directors.

         We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act of
1933, as amended, for directors, officers and control persons is against public
policy as expressed in the Securities Act and is therefore, unenforceable.
Claims for indemnification against such liabilities would be limited to the
payment by us of expenses incurred or paid by a director, officer or control
person in the successful defense of any action, suit or proceeding.

ITEM 10. EXECUTIVE COMPENSATION

         The following summary compensation table shows the compensation and
options paid during the last fiscal year to our chief executive officer and each
executive officer and director whose annual compensation exceeds $100,000.


                                    SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                     ANNUAL COMPENSATION
                                     -------------------
NAME AND PRINCIPAL POSITION         YEAR(1)        SALARY     OTHER ANNUAL COMPENSATION(2)
---------------------------         -------        ------     ----------------------------
<S>                                 <C>             <C>       <C>
Michael Tobin (3)                   11/1/00         $00       250,000 shares of common stock
   President                        to present                (valued at closing price of $.48 on 11/1/00)

James Gardner (4)                   11/1/00         $00       250,000 shares of common stock
                                    to present                (valued at closing price of  $.48 on 11/1/00)
</TABLE>


(1)  We were not a reporting company pursuant to Section 13(a) or 15(d) of the
     Exchange Act nor was such information previously required to be provided in
     response to a Securities and Exchange Commission filing for any period
     prior to this registration statement.

(2)  None of the named executive officers listed received perquisites or other
     personal benefits exceeding the lesser of $50,000 or 10% of the total
     salary and bonus for such officer.

(3)  Mr. Tobin previously served as vice president of sales and treasurer from
     November 1, 1999 to October 31, 2000. He received 150,000 shares of common
     stock valued at the closing price of $.56 on November 1, 1999 for his
     performance as vice president and treasurer.

(4)  Mr. Gardner resigned as of April 15, 2002 for personal reasons. His stock
     has been returned to the company pending a settlement of the value of the
     services rendered.

         All the members of our board of directors hold other positions with the
company and are compensated in those capacities. The directors do not receive
compensation for serving on the board. We do not have outside directors.


                                       16
<PAGE>


DIRECTORS' COMPENSATION

         None of our directors received monetary compensation for their services
as a director. However, each of our directors earned shares of our common stock
pursuant to employment agreements in other capacities with us.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth, as of July 31, 2002 certain information
with respect to the amount and nature of beneficial ownership of the common
stock held by: (i) each person known to us to be a beneficial owner of more than
5% of our outstanding stock; (ii) each person who is a director or an executive
officer of us; and (iii) all our directors and executive officers as a group.

NAME AND ADDRESS OF
BENEFICIAL OWNER                  NUMBER OF REVISED SHARES (2)(3)    PERCENT (4)
----------------                  -------------------------------    -----------
Michael Tobin(1)                            650,000                    5.03%

Jeffrey Denenberg(1)                        168,750                    2.15%

Richard Stegner(1)(5)                       750,000                    5.97%

Kathleen Ferraro                            500,000                     5.2%
20 West Shore Road
Oakdale, NY 11769

Shepard Lane                                250,000                     3.3%
Slatt & Lane
600 Third Avenue
New York, NY 10011

John Russell(8)                             915,000                   11.65%
63 Mystic Circle
Bay Shore, NY 11706

Puritan Management(9)                       615,000                     8.2%
1636 Union Blvd.
Bay Shore, NY 11706

Directors and Executive Officers          1,965,000                   13.15%
As a group  (3 persons)

(1)      The business address for each person named is c/o World Cyberlinks
         Corp.
(2)      Share amounts listed for officers and directors reflect all shares
         earned, whether issued or issuable, through July 31, 2002 pursuant to
         employment agreements.
(3)      Calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act
         of 1934. Under Rule 13d-3(d), shares not outstanding that are subject
         to options, warrants, rights or conversion privileges exercisable
         within 60 days are deemed outstanding for the purpose of calculating
         the number and percentage owned by a person, but not deemed outstanding
         for the purpose of calculating the percentage owned by each other
         person listed. We believe that each individual or

                                       17
<PAGE>

         entity named has sole investment and voting power with respect to the
         shares of common stock indicated as beneficially owned by them (subject
         to community property laws where applicable) and except where otherwise
         noted.
(4)      The records of American Stock Transfer & Trust Company on July 31, 2002
         indicate we have 9,372,500 shares of common stock outstanding. However,
         we recalculated our outstanding common shares on July 31, 2002 as
         9,616,249 based on the factors set forth in footnote (2) above and
         footnote (5) below.
(5)      Reflects shares earned, whether issued or issuable, through July 31,
         2002. Our stock transfer records incorrectly reflect the total share
         amounts to be earned pursuant to multi-year employment agreements. We
         have notified the transfer agent of the discrepancies and have taken
         steps to correct the errors.
(6)      David Grossman was under a contract as President/ Director and counsel.
         The contract as President/ Director has expired. The number of shares
         listed includes all shares of our common stock held by entities owned
         or controlled by David Grossman.
(7)      Parrish Ketchmark, President of Parrish Brian & Co., Inc. was an
         officer from November 2, 1997 to June 29, 1999 and a director from
         November 2, 1997 to November 3, 1999. The number of shares listed
         includes all shares of our common stock held by entities owned or
         controlled by Mr. Ketchmark.
(8)      Mr. Russell served as our president, chief executive officer and
         chairman from November 2, 1997 to October 31, 1999. shares listed
         include all shares of our common stock held by entities owned or
         controlled by Mr. Russell.

(9)      Puritan Management was under a contract to provide consulting services.
         The contract has expired. The number of shares listed include all
         shares of our common stock held by entities owned or controlled by
         Puritan Management. Mr. Frank Schwamborn, a former president and
         employee of Puritan Management was indicted on April 19, 2001 on
         charges unrelated to his affiliation with Puritan Management. This case
         has not gone to trial. This action has no effect on us or our business
         in any way.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         As of October 1997, we effected a 10,000 for 1 forward split on our
common stock. All references to common stock give effect to this stock split
unless otherwise indicated.

         From November 1997 through April 1998, we received a total of
approximately $320,000 from lenders pursuant to Section 4(2) of the Securities
Act of 1933, as amended. The related promissory notes bore interest at 12% per
annum and were convertible into common stock at $1.00 per share in conjunction
with our June 1998 offering pursuant to Regulation D, Rule 504, of the
Securities Act. We issued an aggregate of 110,000 shares to an affiliate of a
member of the board of directors to repay $110,000 of loans to us as part of
these transactions. There are no notes currently outstanding.

         On November 15, 1999 the board of directors voted to authorize the
following shares of our common stock in connection with the following
transactions.

         o     David Grossman -- 1,075,000 shares for payment as president
               pursuant to a five year employment agreement ending October 31,
               2000 and for representing the company as counsel in a litigation
               matter; the obligations in the employment agreement have been
               fulfilled and Mr. Grossman is no longer employed by us.
         o     Richard Stegner -- 750,000 shares for prior services as
               secretary, treasurer and vice president and as director pursuant
               to a four year employment agreement ending December 1, 2003;

                                       18
<PAGE>

         o     Shephard Lane, Esq. -- 250,000 shares and 750,000 warrants
               exercisable at $.10 per share for legal services provided to us
               through August 1, 2001. The right to exercise the warrants was
               extended to August 1, 2006.

         Messrs. Grossman, Stegner and Lane were erroneously issued the total
amounts due to them under their respective employment and retainer agreements at
the time the transactions were satisfied. We have notified our stock transfer
company to correct their records to reflect that Mr. Grossman has earned
1,075,000 shares, Mr. Stegner has earned 593,750 shares, and Mr. Lane has earned
250,000 shares through July 31, 2002.

         On December 21, 1999, we entered an agreement with FRF Holding Corp., a
holding company owned by Puritan Management Inc., John Russell and other
investors. Under the terms of the agreement, FRF may advance funds to us on an
"as needed" basis. As of July 31, 2002, we have received a total of
approximately $400,000 in loans for working capital purposes inclusive of
accrued interest. The loans are due on demand and bear interest at 12% per annum
on the outstanding balance. In addition, FRF has been granted a first security
interest in our patents as collateral for the loans. During 2001, Mr. Frank
Schwamborn resigned as president of Puritan Management Inc. and was replaced by
Ms. Joanne Schwamborn. We are in the process of settling all outstanding
indebtedness to FRF.

         There currently are 750,000 warrants outstanding to acquire 750,000
shares of our common stock, exercisable at $.10, held by Shepherd Lane, Esq.
under a legal service retainer. Pursuant to an action taken by the Board of
Directors the exercise date has been extended until August 1,2006.

         In January and February 2000, we engaged a financial consulting firm
and financial consultant, respectively, to assist us in raising capital in a
private offering. We issued a total of 500,000 shares of common stock at $.01
per share to the two parties in May 2000 pursuant to the agreements. In March
2001, we received $2,500 in exchange for 250,000 shares of the common stock
previously issued. We have not yet received the balance of $2,500 for the
remaining 250,000 shares issued.

                                       19
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) INDEX TO EXHIBITS

      2.1         Certificate of Incorporation*
      2.2         Amendment to the Certificate of Incorporation*
      2.3.1       Bylaws for World Cyberlinks Corp. *
      4.1         Specimen common stock certificate *
      10.1        Reseller Agreement between World Cyberlinks and Riverbed
                  Technologies, Inc. (now Aether Systems, Inc.) *
      10.2        Reseller Agreement between Riverbed Technologies, Inc. and
                  World Cyberlinks Corp. *
      10.3        License Agreement with Palm Computing, Inc. (now Palm, Inc.) *
      10.4        Solution Provider Source Code License Agreement with Palm
                  Computing Inc. dated December 30, 1998*
      10.5        Hardware Developer Agreement - PalmPilot Modem Casing dated
                  April 7, 1998*
      10.6        Amendment No.1 to Hardware Developer Agreement - PalmPilot
                  Modem Casing*
      10.7        Hardware Developer Agreement - Serial Communications dated
                  April 7, 1998*
      10.8        Employment Agreement with Michael Tobin dated November 1,
                  2000*
      10.9        Employment Agreement with James Gardner dated November 1,
                  1999*
      10.10       Employment Agreement with Jeffrey Denenberg dated November 1,
                  1999*
      10.11       Retainer Agreement with David B. Grossman, P.C. dated November
                  1, 2000*
      10.12       Employment Agreement with David Grossman dated November 1,
                  1999*
      10.13       Employment Agreement with Richard Stegner dated November 1,
                  1999*
      10.14       Agreement and Demand Note dated December 21, 1999 between
                  World Cyberlinks Corp. and FRF Holdings Corp.*
      10.15       UCC Financing Statement in favor of FRF Holdings Corp.*
      10.16       Lease for office space between World Cyberlinks Corp and MJC
                  Consulting Inc.*
      16.1        Letter on change in certifying accountants from Jonathon L.
                  Anderson, CPA, PC.*
      16.2        Letter on change in certifying accountants from Richard A
                  Eisner & Co., L.L.C.*
      99.0        Certification pursuant to the Sarbanes-Oxley Act of 2002

* Filed as exhibits with the same numbers indicated above on Form 10-SB and
incorporated herein by reference.

(b)      Reports on Form 8-K

         We did not file any reports on Form 8-K during the fourth quarter of
the fiscal year ended July 31, 2002.

(c)      Financial Statements

                                       20

<PAGE>

SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

         Dated at Ronkonkoma, New York this 29th day of October 2002.

                                            WORLD CYBERLINKS CORP.

                                            By: /s/ Michael J. Tobin
                                                ----------------------------
                                                Michael J. Tobin
                                                President and Director

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

Dated: October 29, 2002             /s/ Richard Stegner
                                  ------------------------------------------
                                        Richard Stegner
                                        Secretary, Treasurer & Director

Dated: October 29, 2002             /s/ Jeffrey Denenberg
                                  ------------------------------------------
                                        Jeffrey Denenberg
                                        Director



                                       21
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                              FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JULY 31, 2002 AND 2001
                                       AND
                    THE CUMULATIVE PERIOD FROM AUGUST 2, 1995
                          (INCEPTION) TO JULY 31, 2002










                                      F-1

<PAGE>

                                    CONTENTS

                                                                     Page
                                                                     ----

FINANCIAL STATEMENTS

    Balance Sheet                                                    F-4
    Statements of Operations                                         F-5
    Statements of Stockholders' Equity (Deficit)                     F-6 to F-7
    Statements of Cash Flows                                         F-8
    Notes to Financial Statements                                    F-9 to F-17





                                      F-2
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders of
World Cyberlinks Corp.

We have audited the accompanying balance sheet of World Cyberlinks Corp. (a
development stage enterprise) as of July 31, 2002, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
July 31, 2002 and 2001, and for the period August 2, 1995 (inception) through
July 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The financial statements for the
period August 2, 1995 (inception) through December 31, 1997 were audited by
other auditors whose report, dated March 6, 1998, expressed an unqualified
opinion on those statements before the restatement described in Note 7. We
audited the adjustments described in Note 7 that were applied to restate the
periods from August 2, 1995 (inception) through December 31, 1997. The restated
financial statements for these periods, include total revenues of $35,203 and
cumulative net losses of $336,223. Our opinion on the statements of operations,
stockholders' equity (deficit) and cash flows for the period August 2, 1995
(inception) through July 31, 2001, insofar as it relates to amounts for periods
prior to January 1, 1998, before the restatement, is based solely on the report
of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of World Cyberlinks Corp. as of July 31, 2002, and the
results of its operations and its cash flows for the years ended July 31, 2002
and 2001, and the cumulative period from August 2, 1995 (inception) through July
31, 2002, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company's
recurring losses from operations, negative working capital and stockholders'
deficit raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans concerning these matters are also discussed in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




Garden City, New York                         Israeloff, Trattner & Co., P.C.
September 19, 2002                            Certified Public Accountants


                                      F-3
<PAGE>



                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                                  BALANCE SHEET

                                  JULY 31, 2002

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                           <C>          <C>
CURRENT ASSETS
     Cash                                                     $      2,448

OTHER ASSETS
     Security deposit                                                  605
                                                              ------------

              TOTAL ASSETS                                                 $      3,053
                                                                           ============



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued expenses                    $  1,295,484
     Loans payable - stockholders                                  418,045
                                                              ------------

              Total Current Liabilities                                    $  1,713,529

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Common stock - $.001 par value; authorized 20,000,000
         shares; issued and outstanding 9,616,249 shares             9,617
     Additional paid-in capital                                  8,828,088
     Deficit accumulated during the development stage          (10,491,306)
     Deferred compensation                                         (56,875)
                                                              ------------

              Total Stockholders' Deficit                                    (1,710,476)
                                                                           ------------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIT                                                   $      3,053
                                                                           ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-4
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                      For The
                                                                                                    Period From
                                                                       Years Ended                August 2, 1995
                                                                        July 31,                    (Inception)
                                                              -------------------------------         Through
                                                                  2002               2001          July 31, 2002
                                                              -------------     -------------      -------------
<S>                                                           <C>               <C>                <C>
Net revenue                                                   $          -      $          -       $      36,059
Cost of sales                                                            -                 -              16,496
                                                              -------------     -------------      -------------

       Gross profit                                                      -                 -              19,563
                                                              -------------     -------------      -------------

Operating Expenses
    Marketing and advertising                                            -                 -             380,645
    Research and development                                             -                700            317,077
    General and administrative                                    1,267,069         1,265,254          5,332,951
    Professional fees                                               149,072           494,850          2,042,353
    Public relations fees                                                -            654,000          2,370,000
    Depreciation                                                         -              6,828             67,843
                                                              -------------     -------------      -------------

       Total operating expenses                                   1,416,141         2,421,632         10,510,869
                                                              -------------     -------------      -------------

       Loss before income taxes                                  (1,416,141)       (2,421,632)       (10,491,306)

Income taxes                                                             -                 -                  -
                                                              -------------     -------------      -------------

       Net loss                                               $  (1,416,141)    $  (2,421,632)     $ (10,491,306)
                                                              =============     =============      =============

Basic and diluted loss per common share                       $        (.16)    $        (.33)
                                                              =============     =============

Weighted average number of common
    shares used in computation                                    8,735,000         7,368,000
                                                              =============     =============

</TABLE>

                 See accompanying notes to financial statements.

                                      F-5
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                              Accumulated
                                                             Common Stock        Additional   During the
                                                      ------------------------    Paid-In    Development    Deferred
                                                        Shares        Amount      Capital       Stage     Compensation     Total
                                                      -----------  -----------  -----------  -----------   -----------  -----------
<S>                                                   <C>          <C>          <C>          <C>           <C>          <C>
Common shares issued in connection with service
     rendered in the formation of the company on
     August 2, 1995                                       500,000  $       500  $    49,500  $      --     $      --    $    50,000
Common shares issued in connection with
     acquisition of patents                               500,000          500       49,500         --            --         50,000
Net loss for the period from inception to
     December 31, 1995                                       --           --           --        (50,000)         --        (50,000)
                                                      -----------  -----------  -----------  -----------   -----------  -----------

Balance, December 31, 1995                              1,000,000        1,000       99,000      (50,000)         --         50,000

Common shares paid to consultant by stockholder              --           --         25,000         --            --         25,000
Net loss for the year ended December 31, 1996                --           --           --        (24,744)         --        (24,744)
                                                      -----------  -----------  -----------  -----------   -----------  -----------

Balance, December 31, 1996                              1,000,000        1,000      124,000      (74,744)         --         50,256

Common shares issued in a private placement
     at $.10 per share                                  1,000,000        1,000       99,000         --            --        100,000
Common shares issued in connection with
     professional services rendered                        30,000           30        2,970         --            --          3,000
Common shares issued in connection with
     employment services                                  500,000          500       49,500         --            --         50,000
Net loss for the year ended December 31, 1997                --           --           --       (261,479)         --       (261,479)
                                                      -----------  -----------  -----------  -----------   -----------  -----------

Balance, December 31, 1997                              2,530,000        2,530      275,470     (336,223)         --        (58,223)

Common shares issued in connection with private
     placement at $1.00 per share, less
     costs of $50,000                                     830,000          830      779,170         --            --        780,000
Common shares issued in connection with
     conversion of loans payable at $1.00 per share       110,000          110      109,890         --            --        110,000
Common shares issued in connection with
     services rendered                                     12,500           13       17,258         --            --         17,271
Net loss for the period from January 1, 1998
     to July 31, 1998                                        --           --           --       (413,706)         --       (413,706)
                                                      -----------  -----------  -----------  -----------   -----------  -----------

Balance, July 31, 1998                                  3,482,500        3,483    1,181,788     (749,929)         --        435,342

Common shares issued in connection with private
     placement at $1.00 per share                          70,000           70       69,850         --            --         69,920
Common shares issued in connection with private
     placement at $3 per share in April 1999, less
     costs of issuance of $10,000                          20,000           20       49,980         --            --         50,000
Common shares issued in connection with
     employment agreements                                 50,000           50      149,950         --            --        150,000
Common shares and warrants issued for
     services rendered                                    614,583          615    2,133,217         --      (1,187,500)     946,332
Warrants granted for services rendered and
     to be rendered                                          --           --      1,182,500         --      (1,182,500)        --
Amortization of unearned compensation                        --           --           --           --         132,000      132,000
Net loss for the year ended July 31, 1999                    --           --           --     (2,114,984)         --     (2,114,984)
                                                      -----------  -----------  -----------  -----------   -----------  -----------

Balance, July 31, 1999                                  4,237,083        4,238    4,767,285   (2,864,913)   (2,238,000)    (331,390)

Common shares issued in connection with exercise
     of warrants at $.01                                  500,000          500        4,500         --            --          5,000
Common shares issued in exchange for services
     and exercise of warrant                              500,000          500      109,500         --         (55,000)      55,000
Common shares issued for services                       1,645,833        1,646    1,697,654         --            --      1,699,300
Amortization of unearned compensation                        --           --           --           --       1,584,000    1,584,000
Net loss for the year ended July 31, 2000                    --           --           --     (3,788,620)         --     (3,788,620)
                                                      -----------  -----------  -----------  -----------   -----------  -----------

Balance, July 31, 2000                                  6,882,916        6,884    6,578,939   (6,653,533)     (709,000)    (776,710)

Common shares and warrants issued for services
     rendered (unaudited)                                 970,833          971    1,085,223         --            --      1,086,194
Amortization of unearned compensation                        --           --           --           --         709,000      709,000
Net loss                                                     --           --           --     (2,421,632)         --     (2,421,632)
                                                      -----------  -----------  -----------  -----------   -----------  -----------

Balance, July 31, 2001                                  7,853,749        7,855    7,664,162   (9,075,165)         --     (1,403,148)
                                                      -----------  -----------  -----------  -----------   -----------  -----------
</TABLE>

                 See accompanying notes to financial statements.


                                      F-6
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated
                                                Common Stock            Additional    During the
                                         ---------------------------     Paid-In      Development       Deferred
                                            Shares         Amount        Capital         Stage        Compensation        Total
                                         ------------   ------------   ------------   ------------    ------------    ------------
<S>                                      <C>            <C>            <C>            <C>             <C>             <C>
Balance, July 31, 2001, brought forward     7,853,749   $      7,855   $  7,664,162   $ (9,075,165)   $       --      $ (1,403,148)
                                         ------------   ------------   ------------   ------------    ------------    ------------

Shares issued in connection with
  deferred compensation arrangements        1,575,000          1,575        374,800           --          (109,500)        266,875

Common shares issued for compensation         187,500            187        706,626           --              --           706,813

Warrants issued for legal services               --             --           82,500           --              --            82,500

Amortization of deferred compensation            --             --             --             --            52,625          52,625

Net loss                                         --             --             --       (1,416,141)           --        (1,416,141)
                                         ------------   ------------   ------------   ------------    ------------    ------------

Balance, July 31, 2002                      9,616,249   $      9,617   $  8,828,088   $(10,491,306)   $    (56,875)   $ (1,710,476)
                                         ============   ============   ============   ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.



                                      F-7
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                              For The
                                                                                            Period From
                                                             For the Years Ended          August 2, 1995
                                                                   July 31,                (Inception)
                                                          ----------------------------       Through
                                                              2002           2001         July 31, 2002
                                                          ------------    ------------    -------------
<S>                                                       <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                              $ (1,416,141)   $ (2,421,632)   $(10,491,306)
                                                          ------------    ------------    ------------
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Common shares and warrants issued in
              exchange for services                            789,313       1,915,069       7,563,285
          Depreciation                                            --             6,828          67,843
          Amortization                                          52,625            --           152,625
          Changes in assets and liabilities:
              Increase in other assets                             (55)           (550)           (605)
              Accounts payable and accrued expenses            474,417         399,216       1,295,484
                                                          ------------    ------------    ------------

              Total adjustments                              1,316,300       2,320,563       9,078,632
                                                          ------------    ------------    ------------

              Net cash used by operating activities            (99,841)       (101,069)     (1,412,674)
                                                          ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                           --              --           (17,843)
    Additions to intangible assets                                --              --          (100,000)
                                                          ------------    ------------    ------------

              Net cash used by investing activities               --              --          (117,843)
                                                          ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from issuance of common stock                    --              --         1,114,920
    Proceeds from notes and loans payable                      102,289         100,380         418,045
                                                          ------------    ------------    ------------

              Net cash provided by financing activities        102,289         100,380       1,532,965
                                                          ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH                                  2,448            (689)          2,448

CASH, beginning of period                                         --               689            --
                                                          ------------    ------------    ------------

CASH, end of period                                       $      2,448    $       --      $      2,448
                                                          ============    ============    ============

<CAPTION>
                       SUPPLEMENTAL CASH FLOW INFORMATION


Noncash investing and financing activities:
<S>                                                       <C>             <C>             <C>
    Conversion of notes payable into common stock         $       --      $       --      $    110,000
                                                          ============    ============    ============
    Liability to issue common shares in return
       for services                                       $       --      $    119,875    $    266,875
                                                          ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-8
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS



1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         DESCRIPTION OF business, basis of presentation and management's planS

         World Cyberlinks Corp., a New York corporation, was incorporated on
         August 2, 1995. The Company was formed to engage in the design,
         development and distribution of proprietary technology for mobile
         computing including communications software and "docking" station
         solutions for mobile data collection and computing devices. The
         Company's software and/or other vendors' similar software are
         considered an integral component to the docking solution product. The
         Company's proprietary technology is protected by five broad United
         States patents. The Company, since its inception, has been in the
         development stage and its operations have principally involved research
         and development, market analysis and other business planning activities
         and it has had no significant revenues from product sales to date. The
         Company operates in one business segment, mobile computing and
         management is not provided with information disaggregating results of
         docking stations and software as it is not considered relevant.

         Through July 31, 2002, the Company has accumulated net losses of
         approximately $10,491,000 from operations since its inception. As of
         July 31, 2002, the Company had a stockholders' deficit of approximately
         $1,710,000, and its current liabilities exceeded its current assets by
         approximately $1,711,100. These factors, as well as the fact that the
         Company has not yet achieved commercial acceptance of its proprietary
         technology, raise substantial doubt about the Company's ability to
         continue as a going concern.

         To date, a significant portion of the funding of the Company's
         operations has come from the issuance of equity securities and
         convertible debt securities. Additionally, the Company has compensated
         various suppliers, consultants and employees by issuing shares of its
         common stock in lieu of cash. In 2000, 2001 and 2002 FRF Holdings
         Corp., a holding company owned by Puritan Management Inc. an outside
         financial and public relations firm the Company had under contract,
         John Russell, the Company's former president, and others, advanced
         funds totaling $398,039 to the Company in the form of 12% interest
         bearing loans. FRF Holdings Corp. was granted a security interest in
         five patents as collateral. Although the Company's relationship with
         FRF Holdings Corp. has been positive, FRF Holdings Corp. may, at any
         time, call the outstanding loan. During the next fiscal quarter the
         Company expects to settle all outstanding indebtedness to FRF Holding
         by converting the amount owed to common stock @ $.05 per share. FRF
         Holdings will remove the lien on the patents.

         Beginning in 1999, the Company's operations have been financed, in
         part, with funds received from certain stockholders in the form of 12%
         interest bearing loans, which are due on demand. These stockholders
         were granted a security interest in five of the Company's patents
         related to its docking technology as collateral for their loans.

         In 1998, the Company began "beta" testing the docking technology with a
         number of significant potential users. The Company believes that the
         testing has been successful to date, although there are currently no
         orders for the Company's product. Management intends to support
         operations from additional equity infusions, debt financing, or a
         combination of both until it can begin commercial manufacturing and
         sale of its products. In the event that commercial feasibility of the
         product can be established, the Company would then have to arrange for
         financing of commercial production. The Company is currently exploring
         several possible courses of action regarding raising additional capital
         including, but not limited to, combining the Company with another
         entity. There are currently no specific plans with regard to capital
         formation.

         The financial statements have been prepared on a going concern basis,
         which contemplates realization of assets and satisfaction of
         liabilities in the ordinary course of business. The Company's ability
         to continue in existence as a going concern is dependent upon its
         ability to obtain adequate debt or equity financing to fund additional
         product development and the eventual production and marketing of its
         product. Realization of this plan, and therefore, the Company's ability
         to continue in existence is uncertain. The financial statements do not
         include any adjustments that might result from this uncertainty.

                                      F-9
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         FISCAL YEAR END CHANGE

         Commencing January 1, 1998, the Company changed its fiscal year end
         from December 31st to July 31st.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosures of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         REVENUE RECOGNITION

         Revenues recognized from inception to date have been related to sales
         of early versions of the Company's docking stations and related
         software. Sales of docking stations (excluding software) are recognized
         at the time that the goods are shipped to the customer pursuant to
         arrangements where the fee is fixed or determinable and collectibility
         is considered probable, in accordance with SAB 101, "Revenue
         Recognition in Financial Statements".

         Software revenues are recognized using the separate element method of
         accounting pursuant to SOP 97-2, "Software Revenue Recognition", as
         amended. Vendor specific objective evidence of the fair value of the
         elements contained in agreements is based on price of the element when
         sold separately. For post-contract customer support the fair value is
         based on the price determined by management having the relevant
         authority. Post contract support services are recognized over the
         support period. In accordance with SAB 101 and SOP 97-2, if products
         (including docking stations), services and maintenance are bundled in a
         single contract, revenue will generally be recognized once all elements
         of the contract have been completed. Maintenance revenues will be
         recognized over the contract service period.

         Stock-Based Compensation

         Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation" (SFAS 123), requires that companies recognize
         stock-based compensation expense based on the "fair value" accounting
         method, or, in the case of stock options granted to employees, apply
         either the aforementioned "fair value" method or the "intrinsic value"
         method provisions of Accounting Principles Board Opinion No. 25,
         "Accounting for Stock Issued to Employees" (APB 25), and disclose pro
         forma net income or loss assuming the fair value method had been
         applied.

         With respect to stock options granted to employees, the Company has
         elected to adopt the disclosure only provisions of SFAS 123 and
         accordingly, to compute compensation expense as prescribed by APB 25.
         Under APB 25, compensation cost is determined by the excess of the
         quoted market price of the Company's common stock on the date of grant
         over the amount that the employee must pay to exercise the option,
         multiplied by the number of shares under granted options.

         Compensation expense, related to equity securities issued and issuable
         pursuant to agreements with employees and others, is recorded when the
         recipients have rendered the requisite services and satisfied any other
         conditions necessary to earn the right to benefit from the securities
         (i.e. when such rights have vested). The value of such shares is based
         upon the market value of the shares at the date of grant or, in the
         case of consultants and other non-employees, on the dates that the
         counterparty completes its performance.

                                      F-10
<PAGE>
                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying value of cash and accounts payable approximates fair value
         due to the short-term maturity of these items. The carrying amount of
         the loans payable- stockholders approximates its fair value based on
         currently available terms and conditions for similar debt.

         Patents

         Patents are carried at cost less accumulated amortization, which is
         calculated on a straight-line basis over the estimated useful lives of
         the patents, five years. The patents are fully amortized as of July 31,
         2002.

         RESEARCH AND DEVELOPMENT COSTS

         Research and development costs are expensed as incurred.

         Income Taxes

         The Company recognizes a liability or asset for the deferred tax
         consequences of temporary differences between the tax bases of assets
         and liabilities and their reported amounts in the financial statements.
         These temporary differences will result in taxable or deductible
         amounts in future years when the reported amounts of the assets and
         liabilities are recovered or settled. A valuation allowance is provided
         for deferred taxes if it is more likely than not that these items will
         either expire before the Company is able to realize their benefit, or
         if future deductibility is uncertain.

         Earnings (loss) per share

         Basic earnings (loss) per share is calculated by dividing the net loss
         for the year by the average number of common shares outstanding during
         the year. Diluted earnings per share is calculated by adjusting
         outstanding shares, assuming the conversion of all potentially dilutive
         securities. For each period presented, the effect of such assumed
         conversions was anti-dilutive. Shares issuable pursuant employment and
         other agreements are not considered outstanding until actually issued.
         Potentially dilutive securities at July 31, 2002 and 2001 consist of
         the following:

                                                          2002          2001
                                                       ----------    ----------
         Warrants                                         750,000       750,000
         Restricted shares of common stock                171,875       343,752
                                                       ----------    ----------
           Total                                          921,875     1,093,752
                                                       ==========    ==========

         COMMON STOCK SPLIT

         On October 6, 1997, the Company's certificate of incorporation was
         amended to increase the authorized common shares from 2,000 to
         20,000,000, $.001 par value. In addition, on that date, the Board of
         Directors authorized a 10,000-for-one split of the Company's common
         stock. Accordingly, all references to the number of common shares, per
         common share amounts and other references to common shares in the
         financial statements and notes thereto have been adjusted for this
         split.

2.       RELATED PARTY TRANSACTIONS

         Loans Payable - Stockholders

         Certain stockholders have advanced the Company funds for working
         capital purposes. The loans are due on demand and bear interest at 12%.
         The stockholders have been granted a first security interest in the
         Company's patents as collateral.

                                      F-11
<PAGE>
                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

2.       RELATED PARTY TRANSACTIONS (CONTINUED)

         Issuance of Common Shares to Related Parties

         During October 1995, the Company issued 1,000,000 shares of its common
         stock to its two founders.

         During 1996, one of the Company's founding shareholder's gave 250,000
         of his 500,000 common shares to a consultant for services the
         consultant rendered to the Company.

         During 1997, the Company issued 500,000 shares to its new president
         when he agreed to join the Company.

         In November 1999, the Company issued 1,000,000 shares of its common
         stock to its former president in connection with a settlement
         agreement.

         In November 1999, an employee and member of management entered into a
         series of agreements pursuant to which he received an aggregate of
         1,075,000 common shares. In addition, three other directors entered
         into agreements whereby they received an aggregate of 425,000 for
         services rendered through November 2000 and 2001, respectively.

         In November 2000, two of the directors referred to above entered into
         agreements with the Company whereby they received an aggregate of
         750,000 common shares for services to be rendered for the two years
         through November 2002.

         In November 2001, an officer and director received 150,000 common
         shares in connection with an employment agreement which expires in
         November 2003.

         See Note 3 for additional disclosures regarding each of the
         aforementioned equity transactions.

3.       STOCKHOLDERS' DEFICIT

         Common Stock Issuances

         During October 1995, the Company issued 1,000,000 shares of its common
         stock to its two founders. Each stockholder received 500,000 shares of
         common stock. One such stockholder received his shares in exchange for
         the patents referred to in Note 1. The patents were valued at $50,000.
         Value was determined by reference to the price ($.10 per share) paid by
         non-affiliates for shares of the Company's common stock in its first
         private placement of common stock in 1997.

         During 1996, one of the founding shareholders gave 250,000 shares to a
         consultant for services rendered to the Company. The shares were valued
         at $.10 per share and an expense of $25,000 was recorded in the 1996
         financial statements.

         During 1997, the Company:

              (a)   Sold 1,000,000 shares of common stock at $.10 per share in a
                    private placement,

              (b)   Issued 30,000 shares of common stock to an attorney as
                    compensation for services rendered, and

              (c)   Issued 500,000 shares of common stock to its then new
                    president when he agreed to join the Company. Compensation
                    expense of $50,000 was recorded in 1997.

              The shares issued to the attorney and the new president were
              valued at $.10 per share, based on the price paid for common stock
              in the Company's initial private placement of shares noted above.

                                      F-12
<PAGE>
                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

3.       STOCKHOLDERS' DEFICIT (CONTINUED)

         Common Stock Issuances (Continued)

         In June 1998, the Company sold 900,000 shares of common stock in a
         second private placement. The shares were sold for $1.00 per share, and
         the Company realized net proceeds of $850,000.

         Also in June 1998, the Company issued an aggregate of 110,000 shares of
         common stock to various lenders and affiliates of a former member of
         the Company's Board of Directors. The shares were issued in
         satisfaction of certain loans that had been made to the Company in the
         amount of $110,000.

         In July 1998, consultants to the Company were issued an aggregate of
         12,500 shares of common stock for services rendered. Such shares were
         valued at the fair value of the services rendered and compensation of
         approximately $17,000 was recognized in 1998.

         In April 1999, the Company issued 50,000 shares of common stock to an
         employee as compensation pursuant to an employment contract. The shares
         were valued at $3.00 per share based on the market value of the
         Company's common shares on that date. Compensation expense of $150,000
         was recognized in 1999. Also in April 1999, the Company sold 20,000 to
         an investor at $3.00 per share.

         In June 1999, the Company issued 500,000 shares to a consultant
         pursuant to an arrangement whereby the consultant agreed to provide
         services to the Company over an eighteen-month period. In addition, the
         consultant received warrants to acquire 500,000 shares of common stock,
         exercisable at $.01 per share. The shares and warrants were fully
         vested and non-forfeitable when issued. Compensation expense related to
         the agreement in the aggregate amount of $2,370,000 is recognized over
         the term of the agreement in the financial statements. The fair value
         of the shares issued and warrants granted were based on the fair value
         of each equity instrument at the time that the agreement was executed.
         The warrants were exercised and the shares issued in March 2000. The
         warrants were valued pursuant to the Black-Scholes Option Pricing Model
         utilizing the assumptions below. Compensation is reflected as the sole
         component of the public relations fee in the accompanying financial
         statements.

         In November 1999, the Company agreed to issue 1,000,000 shares to the
         Company's former president, John Russell, who resigned in November
         1999. The shares were issued in satisfaction of certain amounts owed to
         Mr. Russell, compensation for services rendered and settlement of
         litigation and were valued at their fair value in November 1999 when
         the settlement was finalized and agreed to by the Board of Directors.
         The total amount of expense recorded was $562,000, as follows:
         compensation expense recorded in 1999 of $125,000; in 2000, $60,000 as
         legal expense and $377,000 in general and administrative expense
         (including the settlement of litigation of $229,000).

         In February 2000, the Company issued 250,000 shares to a consultant who
         entered into an agreement to provide professional services to the
         Company for a one-year period. The shares and warrants were fully
         vested and non forfeitable when issued. Additionally, the consultant
         received and exercised a warrant to acquire 250,000 shares at $.01 per
         share. These equity instruments were valued at their fair value of
         $110,000 and compensation was amortized over the one year term of the
         agreement. Compensation recorded pursuant to this agreement was $55,000
         during the year ended July 31, 2001. Fair value of the warrants was
         determined in accordance with the Black-Scholes Option Pricing Model.

         Restricted Stock Agreements

         In May 1999, the Company agreed to issue an aggregate of 750,000 shares
         of common stock to an employee and member of the Board of Directors
         over the term of a four-year employment agreement. Accordingly,
         twenty-five percent of the shares vest each year over the four-year
         term of the agreement. The value of the grant is $2,718,750 based on
         the fair value of the shares to be issued at the grant's measurement
         date. During the years ended July 31, 2002 and 2001, the Company issued
         187,500 shares and recognized compensation expense of approximately
         $680,000 in each period.

                                      F-13
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS


3.       STOCKHOLDERS' DEFICIT (CONTINUED)

         Restricted Stock Agreements (Continued)

         In June 1999, the Company agreed to issue 250,000 shares and warrants
         to acquire 750,000 shares to a law firm for services rendered and to be
         rendered pursuant to an agreement dated in June 1999 with a three-year
         term retroactive to August 1998. The shares and warrants were issuable
         ratably over the three year term of the agreement. Compensation
         pursuant to the agreement is determined based on the fair value of the
         equity securities issued at the time that the services were rendered
         (quarterly). The warrants were exercisable until August 2001. In
         February 2002, the Company's Board of Directors agreed to extend the
         exercise period of the warrants to August 2006. Legal fees recorded
         pursuant to this agreement were $82,500 and $45,500 during the years
         ended July 31, 2002 and 2001. The warrants have been valued pursuant to
         the Black-Scholes Option Pricing Model when granted utilizing the
         assumptions described below. There were -0- and 41,667 common shares,
         and warrants to acquire 750,000 and 125,000 shares, earned in the years
         ended July 31, 2002 and 2001, respectively, pursuant to this
         arrangement.

         In November 1999, the Company entered into the following arrangements:

              (a)   1,075,000 shares were issued to David Grossman for services
                    provided as follows:

                    1)   75,000 for his services as president of the Company
                         from June 1999 to October 1999,

                    2)   400,000 shares as compensation for services of
                         president of the Company for the period November 1,
                         1999 through October 31, 2000 and,

                    3)   600,000 shares for legal services rendered subsequent
                         to October 31, 2000. Shares issued under this agreement
                         were valued (and compensation recorded) as the services
                         were rendered. For the years ended July 31, 2001, Mr.
                         Grossman earned 600,000 shares (valued at $238,834)
                         pursuant to the agreement.

                    As of July 31, 2002 and 2001, a total of 1,075,000 shares
                    had been earned and issued under the arrangements with Mr.
                    Grossman. In addition to the legal fees referred to above,
                    Mr. Grossman earned compensation of $56,000 during the year
                    ended July 31, 2001, under the arrangements referred to in
                    (a)(1) and (a)(2) above as president of the Company. No
                    compensation was earned by Mr. Grossman in the year ended
                    July 31, 2002.

              (b)   An aggregate of 425,000 shares of common stock are to be
                    issued to three directors/ employees as compensation, in
                    lieu of cash, for services rendered through November 2000
                    and 2001. There were 425,000 common shares issuable at July
                    31, 2002 pursuant to these arrangements. An aggregate of
                    $238,000 was recorded as compensation under these
                    arrangements. During the year ended July 31, 2001 $80,500
                    was recorded as compensation.

         During November 2000, the Company agreed to issue a total of 750,000
         shares to two employee/directors as compensation, in lieu of cash, for
         services to be provided to the Company over 24 months. The aggregate
         fair value of the shares granted was $105,000 which will be recognized
         as compensation expense over the terms of the agreements. During the
         year ended July 31, 2002 and 2001, the Company recorded compensation of
         $52,500 and $39,375, respectively, under these agreements.

                                      F-14
<PAGE>
                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

3.       STOCKHOLDERS' DEFICIT (CONTINUED)

         Restricted Stock Agreements (Continued)

         The following summarizes shares issued:

                                                  Years Ended July 31,
                                                 ---------------------
                                                    2002       2001
                                                 ---------   ---------
         Shares issued to former president
            for services                              --       100,000
         Shares issued in connection with
            deferred compensation arrangements   1,575,000        --
         Shares issued to legal counsel for
            services                                  --       683,333
         Shares issued to director for
            services                               187,500     187,500
                                                 ---------   ---------

                Total                            1,762,500     970,833
                                                 =========   =========

         Based upon the agreements in force at July 31, 2002, it is anticipated
         that common shares will be released from contractual restrictions over
         the next three years, as follows:
                                                         Number of
                                                         Shares To Be
                                                         Released From
                                                         Contractual
            Year Ending July 31,                         Restrictions
            --------------------                         ------------
                  2003                                       468,750
                  2004                                         6,250
                                                          ----------
                                                             475,000
                                                          ==========

         At July 31, 2002, the value of the unvested commons shares issuable
         pursuant to these agreements was $607,275.

         The above does not include 750,000 shares which are issuable pursuant
         to warrants issued in connection with an agreement with outside counsel
         for legal services rendered and to be rendered.

         During the years ended July 31, 2002 and 2001, the weighted average
         fair value at the date of grant of equity instruments earned during
         each period was $1.25 per share and $1.17 per share, respectively.

                                      F-15
<PAGE>

                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

3.       STOCKHOLDERS' DEFICIT (CONTINUED)

         Restricted Stock Agreements (Continued)

         The fair value of each warrant granted is estimated on the grant date
         using the Black-Scholes Option Pricing Model. The following assumptions
         were made in estimating fair value:

                                                       2002            2001
                                                     --------        --------
         Dividend yield                                  0%             0%
         Risk-free interest rate                       5.00%          6.00%
         Estimated life of warrants                   2 Years        2 Years
         Estimated volatility                          312%           300%

         Warrants

         In connection with a three-year professional service contract entered
         into during June 1999 (retroactive to August 1998) with corporate
         counsel, the Company issued warrants enabling the holder to acquire
         750,000 common shares. The warrants were exercisable at $.10 per share
         until August 2001. In August 2002, the Company extended the exercise
         period for an additional five years, also at $.10 per share.

4.       INCOME TAXES

         At July 31, 2002, the Company has significant net operating loss
         carryforwards for tax purposes, which expire through the year 2022. The
         Company has fully reserved the tax benefit of the operating loss
         carryforwards (approximately $6,942,000) because management could not
         conclude that realization or such benefits was more likely than not.
         Furthermore, the Internal Revenue Code contains provisions which may
         limit the loss carryforwards available if significant changes in
         stockholder ownership of the Company occur. The estimated tax benefit
         of the operating loss is the only temporary difference. As a result of
         the Company's losses for all periods presented, there are no current or
         deferred tax provisions needed for any of the periods.

         During the year ended July 31, 2002 and 2001, the valuation allowance
         was increased by approximately $552,000 and $946,000, respectively, to
         fully reserve the potential tax benefits resulting from those years'
         net operating losses. Net operating losses expire as follows:

            Year Ending July 31,

                  2015                                   $    50,000
                  2016                                        25,000
                  2017                                       261,000
                  2018                                       414,000
                  2019                                     2,115,000
                  2020                                     2,038,000
                  2021                                     1,288,000
                  2022                                       751,000
                                                         -----------
                     Total                               $ 6,942,000
                                                         ===========

                                      F-16
<PAGE>
                             WORLD CYBERLINKS CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

4.       INCOME TAXES (CONTINUED)

         A reconciliation of the income tax benefit at the statutory rate to the
         Company's effective rate is as follows:

                                                              Years Ended
                                                                July 31,
                                                        ----------------------
                                                           2002         2001
                                                        ---------    ---------

         Computed at the expected statutory rate        $(439,000)   $(753,000)

         State income tax benefit, net of federal tax    (113,000)    (193,000)

         Increase in valuation allowance                  552,000      946,000
                                                        ---------    ---------

         Income tax benefit per financial statements    $    --      $    --
                                                        =========    =========

5.       COMMITMENTS AND CONTINGENCIES

         Legal Proceedings

         In October 1999, a former director of the Company commenced an action
         against a former president/director in the United States District Court
         for the Northern District of New Jersey. In that action, the plaintiff
         sought injunctive relief to enjoin the Company from holding a special
         meeting of the stockholders to consider whether the plaintiff had
         violated his fiduciary obligations to the stockholders and to consider
         whether to remove the plaintiff from his position for cause. The
         District Court judge denied the plaintiff's application in its
         entirety. The Company filed a counterclaim against the plaintiff and
         filed a motion to dismiss the entire complaint and to seek sanctions
         against him. By agreement of the parties to the litigation, the case
         has been settled without cost to the Company and, accordingly, the
         matter has been dismissed.

         In February 2000, certain stockholders commenced a stockholders'
         derivative action in the New York State Supreme Court, Kings County. An
         application to dismiss was filed by the Company. The action has
         subsequently been dismissed by agreement between the parties without
         any cost to the Company.

6.       RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

         The financial statements for the years ended December 31, 1997 and 1996
         and the period from August 2, 1995 (inception) to December 31, 1995,
         were restated to correct for errors discovered, principally in the
         manner of recording stock based compensation and expenses related to
         the offering of the Company's common stock. The effects of such
         corrections on previously reported net income (loss) are as follows:

<TABLE>
<CAPTION>
                                                                            August 2, 1995 (Inception)
                                              Year Ended December 31,           Through December 31,
                                               1997            1996           1997             1995
                                            -----------     -----------     ----------     -----------
         <S>                                <C>             <C>             <C>            <C>
         Net loss as originally reported    $  (304,289)    $       256     $ (304,033)    $      --

         Correction of errors                    42,810         (25,000)       (32,190)        (50,000)
                                            -----------     -----------     ----------     -----------

         Net loss, as adjusted              $  (261,479)    $   (24,744)    $ (336,223)    $   (50,000)
                                            ===========     ===========     ==========     ===========
</TABLE>
                                      F-17