<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  March 31, 2000
                                --------------
                                       OR

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

For the transition period from                     to
                                --------------          --------------

Commission File Number 000-26451

                               PRO NET LINK CORP.

Incorporated in the                                 IRS Employer Identification
State of Nevada                                         Number   88-0333454
                                                                 ----------

                                645 Fifth Avenue
                            New York, New York 10022
                                 (212) 688-8838

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
                                       ---         ---

Registrant had 51,378,070 shares of common stock outstanding as of
March 31, 2000.

--------------------------------------------------------------------------------

                        This report consists of 17 pages

<PAGE>   2

                               PRO NET LINK CORP.

                                      INDEX

                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
Item 1.  Financial Statements (Unaudited)                                                                Page No.
                                                                                                       --------
<S>                                                                                                <C>
         Condensed Statements of Operations - Nine and
           Three Months ended March 31, 2000 and 1999                                                     3-4

         Condensed Balance Sheets - as of
           March 31, 2000 and June 30, 1999                                                                5

         Condensed Statements of Cash Flows -
           Nine Months Ended March 31, 2000
           and 1999                                                                                       6-7

         Notes to Condensed Financial Statements                                                          8-9

Item 2.  Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                                                         10-15

                           Part II - Other Information

Item 2. Changes in Securities and Use of Proceeds                                                         16

Item 6.  Exhibits and Reports on Form 8K                                                                  16

SIGNATURES                                                                                                17
</TABLE>

<PAGE>   3

Item 1.  FINANCIAL STATEMENTS

                               PRO NET LINK CORP.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 ==============================================
<TABLE>
<CAPTION>
                                                                                                      Nine Months Ended
                                                                                                          March 31,
                                                                                                  2000                 1999
                                                                                              ----------             ----------
<S>                                                                                       <C>                    <C>
Revenue
    Membership                                                                                $    7,071             $   13,199
    Barter                                                                                     1,040,000                   -
    Advertising                                                                                   44,745                   -
                                                                                              ----------             ----------
                       Total revenue                                                           1,091,816                 13,199
                                                                                              ----------             ----------
Expenses
    Barter expenses                                                                            1,040,000                   -
    Website development                                                                          312,569                244,582
    Commission                                                                                   136,250                 37,125
    Selling, general and administrative                                                        1,699,765                741,571
    Non-cash compensation expense                                                              1,020,213                   -
    Depreciation                                                                                  37,428                 11,972
    Interest expense (net)                                                                        15,220                 16,727
                                                                                              ----------             ----------
             Total expenses                                                                    4,261,445              1,051,977
                                                                                              ----------             ----------
             Net loss                                                                        ($3,169,629)           ($1,038,778)
                                                                                              ==========             ==========

Basic loss per share of common stock                                                         ($      .06)           ($      .02)
                                                                                              ==========             ==========
Weighted average common shares outstanding                                                    50,663,100             42,151,309
                                                                                              ==========             ==========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       -3-

<PAGE>   4

                               PRO NET LINK CORP.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 ==============================================
<TABLE>
<CAPTION>
                                                                                                    Three Months Ended
                                                                                                         March 31,
                                                                                                  2000                   1999
                                                                                              ----------             ----------
<S>                                                                                      <C>                    <C>
Revenue
    Membership                                                                                $    2,935             $     -
    Barter                                                                                       418,000                   -
    Advertising                                                                                   21,745                   -
                                                                                              ----------             ----------
                       Total revenues                                                            442,680                   -
                                                                                              ----------             ----------
Expenses
    Barter expenses                                                                              418,000                   -
    Website development                                                                           51,348                 48,486
    Commission                                                                                    27,375                  5,310
    Selling, general and administrative                                                          668,092                283,236
    Non-cash compensation expense                                                                340,071                   -
    Depreciation                                                                                  12,933                  2,285
    Interest expense (net)                                                                         2,967                    528
                                                                                              ----------             ----------
             Total expenses                                                                    1,520,786                339,845
                                                                                              ----------             ----------
             Net loss                                                                        ($1,078,106)           ($  339,845)
                                                                                              ==========             ==========

Basic loss per share of common stock                                                         ($      .02)           ($      .01)
                                                                                              ==========             ==========
Weighted average common shares outstanding                                                    51,065,882             45,478,904
                                                                                              ==========             ==========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       -4-

<PAGE>   5

                               PRO NET LINK CORP.
                            CONDENSED BALANCE SHEETS
                            ========================

<TABLE>
<CAPTION>
                                  ASSETS
                                  ------
                                                                                                  March 31,             June 30,
                                                                                                     2000                 1999  *
                                                                                              -------------            -----------
                                                                                                Unaudited
<S>                                                                                         <C>                     <C>
Current assets
    Cash                                                                                        $  385,786              $  285,259
    Accounts receivable                                                                             24,450                    -
    Prepaid expenses                                                                                18,829                 104,912
                                                                                               ------------            -----------
             Total current assets                                                                  429,065                 390,171

Fixed assets, net of accumulated depreciation
    of $60,176 at March 31, 2000 and
    $22,748 at June 30, 1999                                                                       320,912                 113,985
Other assets                                                                                        48,667                 144,385
                                                                                               ------------            -----------
             Total assets                                                                       $  798,644              $  648,541
                                                                                               ============            ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current liabilities
    Accounts payable and accrued expenses                                                       $  125,472              $  396,664
    Deferred income                                                                                 33,480                  42,325
    Notes payable - shareholder                                                                      3,520                   3,520
                                                                                               ------------            -----------
             Total current liabilities                                                             162,472                 442,509
                                                                                               ------------            -----------
Shareholders' equity

Common stock $.001 par value, 150,000,000 shares authorized; issued 51,378,070
    shares at March 31, 2000 and 50,068,570 shares at
    June 30, 1999                                                                                   51,379                  50,069

Common stock to be issued; 800,000 shares at
    June 30, 1999                                                                                      -                       800
Additional paid-in capital                                                                       7,620,627               5,221,368
Deficit                                                                                        ( 7,035,834)            ( 3,866,205)
Stock subscriptions receivable                                                                        -                ( 1,200,000)
                                                                                               ------------            -----------
             Total shareholders' equity                                                            636,172                 206,032
                                                                                               ------------            -----------
             Total liabilities and shareholders'
               equity                                                                           $  798,644              $  648,541
                                                                                               ============            ===========
</TABLE>

* Derived from the audited financial statements as of June 30, 1999

The accompanying notes are an integral part of these financial statements

                                       -5-

<PAGE>   6

                                     PRO NET LINK CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                       ==============================================

<TABLE>
<CAPTION>
                                                                                                    Nine Months Ended
                                                                                                       March 31,
                                                                                               2000                   1999
                                                                                           -----------             ----------
<S>                                                                                     <C>                    <C>
Cash flows from operating activities
    Net loss                                                                               ($3,169,629)           ($1,038,778)
    Adjustments to reconcile net loss to
        net cash used in operating activities
        Depreciation and amortization                                                           37,428                 11,972
        Amortization of deferred rental income                                             (     8,845)           (     5,388)
        Stock issued for services                                                               79,558
        Non-cash compensation                                                                1,020,213                   -
    Changes in assets and liabilities
        Increase in accounts receivable                                                    (    24,450)                  -
        Decrease in prepaid expenses                                                            86,083                  9,839
        Decrease in other assets                                                                95,718                   -
        (Decrease) in accounts payable and
           accrued expenses                                                                (   271,194)           (    13,695)
                                                                                            ----------             ----------

        Net cash used in operating activities                                              ( 2,155,118)           ( 1,036,050)
                                                                                            ----------             ----------

Cash flows from investing activities
    Purchase of fixed assets                                                               (   244,355)           (    66,906)
                                                                                            ----------             ----------

Net cash used in investing activities                                                      (   244,355)           (    66,906)
                                                                                            ----------             ----------
Cash flows from financing activities
    Proceeds from sale of common stock                                                       2,500,000              1,680,000
    Repayment of notes payable to others                                                          -               (   126,956)
                                                                                            ----------             ----------

Net cash provided by financing activities                                                    2,500,000              1,553,044
                                                                                            ----------             ----------

Net increase in cash and cash equivalents                                                      100,527                450,088

Cash - beginning of period                                                                     285,259                258,139
                                                                                            ----------             ----------

Cash - end of period                                                                        $  385,786             $  708,227
                                                                                            ==========             ==========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       -6-

<PAGE>   7

                                     PRO NET LINK CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                       ==============================================
<TABLE>
<CAPTION>
                                                                                                   Nine Months Ended
                                                                                                         March 31,
                                                                                               2000                    1999
                                                                                             --------                --------
<S>                                                                                       <C>                     <C>
Supplemental disclosure of cash flow information:

    Cash paid for interest                                                                   $ 15,220                $ 20,281
                                                                                             ========                ========

Supplemental schedule of non cash financing and investing activities:

    Barter sales in exchange for website and
        marketing expenses                                                                 $1,040,000                $   -
                                                                                           ==========                ========

    Stock options issued in conjunction with
        consulting agreement - non-cash
        compensation                                                                       $1,020,213                $   -
                                                                                           ==========                ========

Issuance of stock for services                                                             $   79,558                $

Debt converted to common stock                                                             $    -                    $443,814
                                                                                           ==========                ========
</TABLE>

The accompanying notes are an integral part of these financial statements


                                       -7-

<PAGE>   8

                               PRO NET LINK CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================

Note - 1           Interim Financial Statements.

                   The interim financial statements of Pro Net Link Corp. (the
                   "Company" or "Pro Net Link") have been prepared in accordance
                   with the instructions to Form 10-Q and Article 10 of
                   Regulation S-X. Accordingly, they do not include all
                   information and disclosures necessary for a presentation of
                   the Company's financial position, results of operations and
                   cash flows in conformity with generally accepted accounting
                   principles. In the opinion of management, these financial
                   statements reflect all adjustments, consisting only of normal
                   recurring accruals, necessary for a fair presentation of the
                   Company's financial position, results of operations and cash
                   flows for the periods presented. The results of operations
                   for any interim periods are not necessarily indicative of the
                   results for the full year.

Note - 2           (Loss) per Common Share:

                   The reconciliation of basic and diluted (loss) per common
                   share computation is as follows:

<TABLE>
<CAPTION>
                                                                                                 Nine Months Ended
                                                                                                      March 31,
                                                                                               2000                 1999
                                                                                           -----------           ----------
<S>                                                                                    <C>                  <C>
              Net (loss) available for common
                stock equivalent shares
                deemed to have a dilutive effect                                           ($3,169,629)         ($1,038,778)
                                                                                            ==========           ==========

              (Loss) per common share

                  Basic                                                                    ($      .06)         ($      .02)
                                                                                            ==========           ==========
                  Diluted                                                                  ($      .06)         ($      .02)
                                                                                            ==========           ==========

              Shares used in computation:

                  Basic:
                    Weighted average common shares                                         50,663,100            42,151,309
                                                                                           ==========            ==========

                  Diluted:
                    Weighted average common shares
                    Common stock equivalents                                                  (1)                    (1)
                                                                                           ----------            ----------
                                                                                           50,663,100            42,151,309
                                                                                           ==========            ==========
</TABLE>

                                       -8-

<PAGE>   9
                               PRO NET LINK CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     =======================================

<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                            2000                   1999
                                                                                         ----------             ----------
<S>                                                                                     <C>                    <C>
              Net (loss) available for common
                stock equivalent shares
                deemed to have a dilutive effect                                        ($1,078,106)           ($  339,845)
                                                                                         ==========             ==========
              (Loss) per common share

                  Basic                                                                 ($      .02)           ($      .01)
                                                                                         ==========             ==========
                  Diluted                                                               ($      .02)           ($      .01)
                                                                                         ==========             ==========
              Shares used in computation:

                  Basic:
                    Weighted average common shares                                       51,065,882             45,478,904
                                                                                         ==========             ==========

                  Diluted:
                    Weighted average common shares
                    Common stock equivalents                                                 (1)                    (1)
                                                                                         ----------             ----------

                                                                                         51,065,882             45,478,904
                                                                                         ==========             ==========
</TABLE>

                   (1)     For the nine and three months ended March 31, 2000
                           and the nine and three months ended March 31, 1999
                           the effect of exercising the outstanding stock
                           options would have been anti-dilutive and, therefore,
                           the use of common stock equivalent shares was not
                           considered.

Note - 3           Related Party Agreements.

                   On February 19, 2000, the Company renewed the consulting
                   agreement with Zagoren-Zozzora, Inc. ("ZZI"), under which ZZI
                   provides on-going marketing and business functions to Pro Net
                   Link, including the development of marketing plans, general
                   business consultation, supervision of marketing tools and the
                   investigation and recommendation of strategic alliances and
                   other business opportunities. Glenn Zagoren, the President of
                   ZZI, currently serves as Chairman of the Board of Directors
                   of Pro Net Link, and spends substantially all of his time in
                   such capacity. The renewed consulting agreement which expires
                   in February 2001 provides that ZZI be paid $14,000 per month
                   by Pro Net Link for its services. For the nine months ended
                   March 31, 2000 Pro Net Link paid ZZI $94,000. In addition,
                   the Company recognized $1,020,213 of non-cash compensation
                   expense related to options granted to Mr. Zagoren during the
                   prior fiscal year.

Note - 4           Sales and Issuance of Securities.

                   During the nine months ended March 31, 2000, the Company sold
                   360,000 shares of Common Stock at $2.50 per share and 100,000
                   shares of Common Stock at $4.00 per share for an aggregate of
                   $1,300,000.  In addition, the Company issued 49,501 shares of
                   Common Stock for the payment of $79,558 in services.

Note - 5           Stock Option Plan.

                   In February 2000, the Board of Directors of the Company
                   approved the Company's 2000 Stock Option Plan, which provides
                   for grants of incentive and non-statutory stock options and
                   grants of stock for up to 3,000,000 shares of Common Stock,
                   to key employees of the Company and to directors,
                   consultants, and other individuals and entities providing
                   services to the Company.

                                      -9-


<PAGE>   10

ITEM 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

Results of Operations
---------------------

Overview
--------

Pro Net Link is a startup corporation with a limited operating history, formed
in July 1997. Pro Net Link has recently completed its development and testing
stages of operations, having launched the current and most advanced operational
version of its website, the Global Trade Internetwork. Operating expenses have
increased significantly since inception, reflecting the costs associated with
the formation of Pro Net Link, the building of operating infrastructure, product
development, solicitation of new members and the promotion of product awareness.

Pro Net Link has a limited operating history on which to base an evaluation of
its business and prospects. Pro Net Link's prospects must be considered in light
of the risks frequently encountered by companies in their early stages of
development, particularly for companies in the rapidly evolving technology
industry. Certain risks for Pro Net Link include, but are not limited to, having
an unproven business model, capital requirements and growth management. To
address these risks, Pro Net Link must, among other things, successfully
continue to develop and execute its business and marketing plan, continue to
expand and otherwise improve its website and increase the operating
infrastructure. There can be no assurances that Pro Net Link will be successful
in addressing its risks, and the failure to do so could prevent us from ever
generating a profit. Since inception, Pro Net Link has incurred significant
losses, and as of March 31, 2000, had an accumulated deficit of approximately
$7,036,000.

Pro Net Link believes that its success depends, in large part, on its ability to
create market awareness and acceptance for its products, raise additional
operating capital to grow operations, build technology and non technology
infrastructures and continue product research and development.

                                      -10-

<PAGE>   11

                               PRO NET LINK CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

Nine Months Ended March 31, 2000 and March 31, 1999
---------------------------------------------------

Revenue
-------

The Company's revenue increased from $13,199 for the nine month period ended
March 31, 1999 to $1,091,816 for the six month period ended March 31, 2000.
95.3% of the revenue in the latter period occurred as a result of Pro Net Link's
bartering transactions with approximately thirteen companies in exchange for
website development and marketing expenses. Such revenue increase also resulted
from increases in advertising revenues from $-0- in 1999 to $44,745 in the
latter period. Such revenue increase offsets a decrease in cash revenues from
membership fees from $13,199 to $7,071 in such periods. This reduction was the
result of the Company's gradual modification of its fee structure which
currently emphasizes streams of income other than membership fees.

As of March 31, 2000, Pro Net Link had over 6,700 registered members from
approximately 116 countries (of which 27 were subscription paying members and
42 were members who had previously paid subscriptions fees (and for whom the
Company waived further payment)). As of March 31, 1999, Pro Net Link had
approximately 830 registered members (of which 42 were subscription paying
members).

For much of the period beginning from the Company's inception in July 1997 to
the fiscal year ending June 30, 1999, the Company had been designing, developing
and marketing its Web site. The Company believes that the increases in its
revenue are generally the result of its transition to its revenue generation
stage, which has provided the Company with opportunities to generate revenues in
cash and in bartering transactions.

Expenses
--------

Total expenses, excluding non-cash compensation expense of $1,020,213, increased
from $1,051,977 for the nine month period ended March 31, 1999 to $3,241,232 for
the nine month period ended March 31, 2000. Additionally, the expenses during
this period include a non-cash compensation expense of $1,020,213 which is the
fair market value of options issued with respect to consulting services being
provided by a company whose president is also the Chairman of the Company.

Bartering transactions resulted in $1,040,00 of expenses related to marketing
and website development. General and administrative expenses increased by
approximately $958,000 due to an increase of $638,000 in payroll and payroll
taxes for new employees, an increase in insurance costs of $53,000, an increase
in marketing expenses of $132,000, and an increase in shareholder expenses of
$56,000, with smaller increases in other expenses. Website development expense
increased by approximately $68,000 and commissions increased by approximately
$99,000.

                                      -11-

<PAGE>   12

                               PRO NET LINK CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

Three Months Ended March 31, 2000 and March 31, 1999
----------------------------------------------------

Revenue
-------

The Company's revenue increased from $-0- for the three month period ended March
31, 1999 to $442,680 for the three month period ended March 31, 2000. 94.4% of
the revenue in 2000 occurred as a result of Pro Net Link's bartering
transactions with approximately thirteen companies in exchange for website
development and marketing expenses. Such revenue increases also resulted from
increases in advertising revenues from $- 0- in 1999 to $21,745 in 2000.

As noted above, the Company believes that the increases in its revenue are
generally the result of its transition to its revenue generation stage, which
has provided the Company with opportunities to generate revenues in cash and in
bartering transactions.

Expenses
--------

Total expenses, excluding non-cash compensation expense of $340,071, increased
from $339,845 for the three month period ended March 31, 1999 to $1,180,715 for
the three month period ended March 31, 2000. Additionally, the expenses during
this period include a non-cash compensation expense of $340,071 which is the
fair market value of options issued with respect to consulting services being
provided by a company whose president is also the Chairman of the Company.

Bartering transactions resulted in $418,000 of expenses related to marketing and
Web site development. Commissions increased by approximately $22,065, and Web
site development expenses increased by approximately $3,000. General and
administrative expenses increased by approximately $385,000 principally due to
an increase of $302,000 in payroll and payroll taxes for new employees and
increases in professional fees of approximately $93,000, which offset a net
decrease in other expenses of $11,000.

                                      -12-

<PAGE>   13

                               PRO NET LINK CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

Liquidity and Capital Resources
-------------------------------

Pro Net Link has used cash in its operating and investing activities in varying
amounts since the inception of its business in July 1997. For the nine months
ended March 31, 2000, net cash used in operating activities was $2,155,118 and
net cash used in investing activities was $244,355. Net cash provided by
financing activities was $2,500,000 which was principally from the proceeds of
the issuance of equity of the Company. At March 31, 2000, the Company had a cash
balance of $385,786.

At March 31, 2000 there was $500,000 available to the Company under its
revolving credit facility.

Historically, most of the Company's liquidity has been provided by private
placement of equity securities which reached approximately $5.2 million,
cumulatively, from the date of Pro Net Link's inception through March 31, 2000.

The substantial capital investments required to initiate Pro Net Link's services
and the funding of its initial operations has resulted in negative operating
cash flow in all periods since its inception. We currently estimate our cash
requirements for the next 12 months, which includes cash to fund our expansion
activities associated with the development of our markets, to equal
approximately $250,000 per month. As a result, Pro Net Link expects to continue
to have negative operating cash flow throughout 2000. Although we have no
material commitments during the next 12 months or beyond, Pro Net Link expects
that it will continue to have substantial capital requirements in connection
with the continued development, implementation and marketing of its products and
services. There can be no assurances that Pro Net Link will attain break-even
cash flow in any future fiscal periods.

However, we believe the trend for cash flows for Pro Net Link is positive. Due
to our transition from our development stage to the implementation of our
selling phase with the launch of the current version of our website in April of
1999, we have begun to generate more significant revenues. Since that time, Pro
Net Link's activities have included the launch of its Internet trade news
facility known as PNL-TV, whose programming includes paid advertising, and the
hiring of additional sales professionals. Pro Net Link believes that its
revenues will increase as it continues to implement its business plan. Pro Net
Link believes that these revenues will meet some of its capital requirements.

                                      -13-

<PAGE>   14

                               PRO NET LINK CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

Until sufficient cash flow is generated, Pro Net Link will be required to
utilize its revenues and current and future capital resources to meet all of its
cash flow requirements in the next 12 months and beyond. Pro Net Link's most
significant source of capital resources is currently its revolving credit
facility, which is secured by a standby letter of credit, and which provides a
$500,000 line of credit at terms which include an interest rate of 1% over the
lender's base rate. To the extent the revolving credit facility is insufficient
to meet its capital requirements at any time during the next twelve months and
beyond, the Company will be required to issue additional debt and/or equity
securities or secure additional credit facilities.

Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------

Since indebtedness under our revolving credit facility bears floating interest
rates, we run the risk that our cost of capital under the facility will
fluctuate based on changes in interest rates. Under our current risk management
policies, we do not use interest rate derivative instruments to manage our
exposure to interest rate changes.


                                      -14-

<PAGE>   15

                               PRO NET LINK CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

Information Regarding Forward-Looking Statements
------------------------------------------------

The information set forth above in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" includes forward-looking
statements that involve numerous risks and uncertainties including, but not
limited to, the demand for the Company's services and the ability of the
Company to successfully implement its strategies, each of which may be impacted,
among other things, by economic and competitive or technological conditions.
Forward-looking statements can be identified by use of forward-looking
terminology such as "estimates", "projects," "anticipates," "expects,"
"intends," "believes," or the negative thereof or other variations thereon or
comparable terminology or by discussions of strategy that involve risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in such forward-looking statements contained in this report. The
Company undertakes no obligation to publish the results of any adjustments to
these forward-looking statements that may be made to reflect events on or after
the date of this report or to reflect the occurrence of unexpected events.

                                      -15-

<PAGE>   16

                           PART II - OTHER INFORMATION
                           ===========================
Item 2. Changes in Securities and Use of Proceeds

     SALES OF UNREGISTERED SECURITIES. On February 2, 2000, the Company sold
150,000 shares of Common Stock at a purchase price of $2.50 per share. On
February 17, 2000, the Company sold an aggregate of 210,000 shares of Common
Stock at a purchase price of $2.50 per share. On March 4, 2000, the Company
sold 100,000 shares of Common Stock at a purchase price of $4.00 per share. The
proceeds of the sales of these securities was used for working capital. The
securities sold were issued only to accredited investors in reliance on an
exemption from registration contained in Section 4(2) of the Securities Act, as
amended (the "Securities Act") and were transactions not involving a public
offering within the meaning of the Securities Act.

     In addition, in February 2000, the Company issued 49,501 shares of Common
Stock for the payment of $79,558 in services.

     ADOPTION OF STOCK OPTION PLAN. In February 2000, the Board of Directors of
the Company approved the Company's 2000 Stock Option Plan, which provides for
grants of incentive and non-statutory stock options and grants of stock for up
to 3,000,000 shares of Common Stock, to key employees of the Company and to
directors, consultants, and other individuals and entities providing services to
the Company. A copy of the 2000 Stock Option Plan is attached hereto as Exhibit
10.


Item 6.  Exhibits and Reports on Form 8-K

                a.       Exhibit Index

Number          Exhibit

3.1             Amended and Restated Articles of Incorporation of Pro
                Net Link.  Exhibit 3.1 to the Company's Registration
                Statement on Form 10, filed with the Commission on June
                21, 1999 (No. 000-26451) is incorporated herein by
                reference.

3.2             By-laws of Pro Net Link.  Exhibit 3.2 to the Company's
                Registration Statement on Form 10, filed with the
                Commission on June 21, 1999 (No. 000-26451) is
                incorporated herein by reference.

10              2000 Stock Option Plan

27.1            Financial Data Schedule (For SEC Use Only).

                b.       Reports on Form 8-K
                         -------------------

                         No reports on Form 8-K were filed during the third
                         quarter of the registrant's fiscal year ending June 30,
                         2000

                                      -16-

<PAGE>   17

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report 10Q to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 PRO NET LINK CORP.
                                                 (Registrant)

                                                 By:  /s/ JEAN PIERRE COLLARDEAU
                                                       -------------------------
                                                          Jean Pierre Collardeau
                                                         Chief Executive Officer

Dated: May 15, 2000

                                      -17-