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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

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

Commission file number 0 - 26013

MULTI-LINK TELECOMMUNICATIONS, INC.
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(Exact name of small business issuer as specified in its charter)

COLORADO 84-1334687
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

4704 HARLAN ST, SUITE 420, DENVER, COLORADO 80212
- --------------------------------------------------------------------------------
(Address of principal executive offices)

(303) 831 1977
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(Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of
equity, as of the latest practicable date:

CLASS OUTSTANDING MAY 14, 2001
- -------------------------- ------------------------
Common Stock, No par value 4,160,010 shares

Transitional Small Business Disclosure format: Yes [ ] No [X]

INDEX

MULTI-LINK TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) PAGE

Consolidated Balance Sheet March 31, 2001. 3

Consolidated Statements of Operations and Comprehensive Income - 4
Three Months ended March 31, 2001 and 2000 and Six Months ended
March 31, 2001 and 2000.

Consolidated Statement of Cash Flows - Six Months ended March 31, 5
2001 and 2000.

Notes to Consolidated Financial Statements. 6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults on Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K. 18

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PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

MULTI-LINK TELECOMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

MARCH 31,
2001
------------------

ASSETS

CURRENT ASSETS
Cash & Cash Equivalents $ 342,698
Accounts Receivable, net of allowance for doubtful accounts of $525,973 1,094,160
Inventory 35,742
Prepaid Expenses 303,828

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Total Current Assets 1,776,428

PROPERTY & EQUIPMENT NET 5,503,057

OTHER ASSETS
Note Receivable 354,374
Prepaid Equipment 99,297
Deferred Financing Costs and Other Assets 116,388
Intangible Assets, net of impairment and amortization of $1,967,445 5,241,325

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TOTAL ASSETS $ 13,090,869
==================

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable $ 480,563
Accrued Expenses 1,254,596
Accrued Lease Costs 304,603
Customer Deposits 104,952
Deferred Revenue 105,861
Notes Payable and Current Portion of Long-Term Debt 952,378

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Total Current Liabilities 3,202,953

LONG-TERM DEBT, NET OF CURRENT PORTION 4,622,377
LONG-TERM ACCRUED LEASE COSTS 678,789

STOCKHOLDERS' EQUITY
Preferred Stock, $.01 par value: 5,000,000 shares authorized: none issued. 0
Common Stock no par value: 20,000,000 shares authorized, 4,160,010
shares issued and outstanding. 12,204,258

Accumulated Deficit (7,617,508)
------------------
Total Stockholders' Equity 4,586,750

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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,090,869
==================

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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MULTI-LINK TELECOMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
2001 2000 2001 2000
----------- ----------- ----------- -----------

NET REVENUES $ 2,782,204 $ 3,055,855 $ 5,814,051 $ 5,148,835

COST OF SERVICES AND PRODUCTS 740,166 621,620 1,530,913 1,059,522
----------- ----------- ----------- -----------

GROSS MARGIN 2,042,038 2,434,235 4,283,138 4,089,313

EXPENSES
Sales & Advertising Expenses 921,602 405,404 1,738,246 630,168
General & Administrative Expenses 3,172,679 1,527,895 4,758,420 2,513,521
Capitalized Offering Costs Written Off 472,839 0 472,839 0
Write Off Goodwill Due to Permanent Impairment 1,761,171 0 1,761,171 0
Depreciation 186,041 106,407 365,106 166,653
Amortization 315,059 270,594 624,499 407,233
----------- ----------- ----------- -----------

Total Expenses 6,829,391 2,310,300 9,720,281 3,717,575

INCOME (LOSS) FROM OPERATIONS (4,787,353) 123,935 (5,437,143) 371,738

INTEREST INCOME (EXPENSE) NET (172,991) (86,291) (315,576) (109,786)

----------- ----------- ----------- -----------
NET INCOME (LOSS) BEFORE TAXATION (4,960,344) 37,644 (5,752,719) 261,952

PROVISION FOR INCOME TAXES (2,850) (1,273) (18,001) (4,716)

----------- ----------- ----------- -----------
NET INCOME (LOSS) $(4,963,194) $ 36,371 $(5,770,720) $ 257,236

UNREALIZED LOSS ON INVESTMENTS AVAILABLE FOR SALE (1,758) (8,200) 0 (3,889)

----------- ----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $(4,964,952) $ 28,171 $(5,770,720) $ 253,347
=========== =========== =========== ===========

NET INCOME (LOSS) PER COMMON SHARE
Basic $ (1.21) $ 0.01 $ (1.41) $ 0.07
Diluted $ (1.21) $ 0.01 $ (1.41) $ 0.06

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 4,085,844 3,914,663 4,085,353 3,758,412
Diluted 4,085,844 4,290,579 4,085,353 4,039,339

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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MULTI-LINK TELECOMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

SIX MONTHS ENDED
MARCH 31 MARCH 31
2001 2000
----------- -----------

CASH FLOW FROM OPERATING ACTIVITIES

NET INCOME (LOSS) $(5,770,720) $ 257,236

ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH GENERATED FROM (USED IN) OPERATING ACTIVITIES
Depreciation and Amortization 989,605 573,886
Write Off Goodwill due to Permanent Impairment 1,761,171 0
Amortization of Debt Discount and Issuance Costs 4,543 14,584
Bad Debt Expense 375,499 217,153
Issue of Stock for Services 347,026 0

CHANGES IN OPERATING ASSETS & LIABILITIES
(Increase)/Decrease in Accounts Receivable (243,567) (727,333)
(Increase)/Decrease in Inventory 16,263 (3,115)
(Increase)/Decrease in Prepayments 85,857 (27,363)
Increase/(Decrease) in Accounts Payable (299,116) 289,127
Increase/(Decrease) in Accrued Expenses 1,463,206 (1,056,033)
Increase/(Decrease) in Deferred Revenue (226) 0

----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (1,270,459) (461,858)

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Subscriber Accounts (96,427) (249,152)
Purchase of Fixed Assets (180,579) (1,052,040)
Advance on Note Receivable (22,767) (313,327)
Sale of Marketable Securities 795,765 3,196,442
Deferred Financing Costs 170,995 (131,406)
Purchase of Cashtel Subscriber Accounts 0 (224,000)
Purchase of Amerivoice Subscriber Accounts (282,693) 0
Purchase of N'Orbit Subscriber Accounts (40,720) 0
Purchase of Hellyer Communications' Business and Assets 0 (1,454,256)
Purchase of One Touch Communications' Business and Assets 0 (1,152,060)

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Total Cash Flow provided by / (used in) Investing Activities 343,574 (1,379,799)

CASH FLOW FROM FINANCING ACTIVITIES
Payment of Related Party Notes Payable 0 (17,569)
Advances under Notes Payable 1,568,160 2,626,000
Payments of Notes Payable (952,708) (1,071,770)
Customer Deposits (7,582) 130,916
Net effect of pooling VoiceLink 0 10,726

----------- -----------
Total Cash Flow provided by Financing Activities 607,870 1,678,303

INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS $ (319,015) $ (163,354)
=========== ===========

Cash and Cash Equivalents at the beginning of the period $ 661,713 $ 408,906
=========== ===========
Cash and Cash Equivalents at the end of the period $ 342,698 $ 572,260
=========== ===========

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

Cash paid for interest $ 294,283 $ 86,291
----------- -----------
Cash paid for taxation $ 35,500 $ 0
----------- -----------
Consultancy and non-compete agreements acquired for equity $ 0 $ 956,624
----------- -----------
Business and assets of One Touch acquired for equity $ 0 $ 2,020,000
----------- -----------
Unrealized loss on marketable securities $ (669) $ (3,889)
----------- -----------
Fixed assets purchased through debt $ 0 $ 1,105,472
----------- -----------
Fixed assets purchased through prepaid equipment costs $ 706,965 $ 0
----------- -----------
Net liabilities assumed in business combination accounted for as a purchase $ 0 $ 829,021
----------- -----------

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

The accompanying unaudited financial statements of Multi-Link
Telecommunications, Inc. have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In our opinion
the financial statements include all adjustments (consisting of normal recurring
accruals) necessary in order to make the financial statements not misleading.
Operating results for the three and six month periods ended March 31, 2001 are
not necessarily indicative of the results that may be expected for the year
ended September 30, 2001. These statements should be read in conjunction with
the financial statements and related notes contained in our latest Form 10-KSB
which includes audited financial statements for the years ended September 30,
2000 and 1999.

NOTE 2 BASIS OF CONSOLIDATION

On November 19, 1999, Multi-Link Telecommunications, Inc., through its
newly formed subsidiary, Hellyer Communications Services, Inc., acquired the
business and substantially all the assets of Hellyer Communications, Inc.
(Hellyer) for a combination of cash, assumption of certain liabilities and
common stock valued at $4.7 million. Hellyer has been a provider of messaging
services since 1969, and had over 40,000 subscribers in Indianapolis, Chicago
and Detroit at the time of acquisition. The transaction was accounted for using
the purchase method of accounting and resulted in $2.8 million of goodwill
representing the excess of the purchase price over the fair value of net assets
acquired. Effective March 31, 2001, $2.6 million of goodwill was reclassified as
subscriber accounts to reflect the carrying value of subscriber accounts
acquired in the Hellyer acquisition. The purchase price was $1.1 million in cash
and the assumption of approximately $2.9 million in liabilities. Restricted
common stock (150,000 shares) with a market value at the date of issuance of
$956,000 was issued with a two-year vesting schedule with respect to non-compete
and consulting agreements with Jerry L. Hellyer, the sole shareholder of
Hellyer. The results of the Hellyer Communications business have been
consolidated with those of Multi-Link Telecommunications, Inc. effective
November 17, 1999. During the course of fiscal 2000, the Hellyer business was
transferred into a newly formed limited liability company, Hellyer
Communications Services, LLC, which was subsequently renamed Multi - Link
Communications, LLC.

On November 29, 1999, Hellyer Communications Services, Inc., acquired
9,416 residential voice-messaging accounts from B.F.G. of Illinois Inc., doing
business as Cashtel, Inc., in Chicago. The purchase price was $258,320 in cash
and common stock (2,220 shares) with a market value at the date of issuance of
$20,535. The revenues and expenses of these accounts have been consolidated with
those of Multi-Link Telecommunications, Inc., effective November 29, 1999.

On January 6, 2000, Multi-Link Telecommunications, Inc., through its
newly formed subsidiary, One Touch Communications, Inc., acquired the business
and substantially all the assets of One Touch Communications, Inc., a provider
of advanced voice messaging services to businesses in Raleigh, North Carolina.
The transaction was accounted for using the purchase method of accounting and
resulted in $2.84 million of goodwill representing the excess of the purchase
price over the fair market value of net assets acquired. Effective March 31,
2001, $1.76 million of goodwill was written off due to impairment in carrying
value. The estimated future undiscounted cash flow associated with the One Touch
business was estimated to be less than the carrying value of goodwill and
accordingly the goodwill arising on the acquisition of One Touch was written
down to the value of its estimated discounted future cash flow. In addition,
$640,000 of goodwill was reclassified as subscriber accounts to reflect the
carrying value of subscriber accounts acquired in the One Touch acquisition. The
purchase price was $3.19 million, $1.17 million in cash and restricted common
stock (246,718 shares)

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with a market value at date of issuance of $2.02 million. The sellers agreed to
hold the common stock for up to two years from the date of closing. At March 31,
2001, 223,249 of these shares had been sold through private placements and sales
under Rule 144. The results of the One Touch business have been consolidated
with those of Multi-Link Telecommunications, Inc. effective January 6, 2000.

On March 31, 2000, Multi-Link Telecommunications, Inc., acquired 100%
of the outstanding capital stock of VoiceLink Inc., a provider of advanced voice
messaging services to businesses in Atlanta, Georgia. The purchase price was
$4.88 million paid through the issue of restricted common stock (406,488 shares)
at a price of $12.00 per share. The acquisition was accounted for as a pooling
of interests, and the results of the VoiceLink business have been consolidated
with those of Multi-Link Telecommunications, as if the two businesses had been
merged throughout the periods presented.

Effective May 1, 2000, Multi-Link Telecommunications, Inc., acquired
50% of the outstanding capital stock of VoiceLink of Florida, Inc., a provider
of advanced voice messaging services to businesses in Ft. Lauderdale, Florida.
VoiceLink, Inc., a wholly owned subsidiary of Multi-Link Telecommunications,
Inc., had previously owned 50% of the outstanding share capital of VoiceLink of
Florida, Inc. and VoiceLink of Florida, Inc. had been accounted for under the
equity method of accounting. The equity income (loss) of VoiceLink of Florida,
Inc. was not significant to Multi-Link Telecommunications, Inc. and has been
included in interest income (expense) net and other within the consolidated
statements of operation and comprehensive income. The purchase price for the
remaining 50% of outstanding share capital of VoiceLink of Florida, Inc. was
acquired for restricted common stock (12,000) with a market value at date of
issuance of $132,000. The acquisition was accounted for as a purchase, and, as a
result, the results of VoiceLink of Florida, Inc. have been consolidated with
those of Multi-Link Telecommunications, Inc., effective May 1, 2000. Effective
March 31, 2001, $87,000 previously classified as goodwill arising on the
acquisition of VoiceLink of Florida, Inc. was reclassified as subscriber
accounts to reflect the carrying value of subscriber accounts acquired on the
VoiceLink of Florida acquisition.

On July 31, 2000, the Company entered into an agreement to acquire part
of the Chicago base of residential voicemail customers of Amerivoice, Inc. As no
subscribers had been transferred by Amerivoice to the Company before September
30, 2000, this acquisition had no impact on the results for fiscal 2000.
Subsequent to September 30, 2000 approximately 3,800 subscribers have been
transferred to the Company. During the six months ended March 31, 2001, an
interim payment of $75,000 was paid to Amerivoice in respect of the subscriber
accounts that had been transferred. The total acquisition cost is not expected
to exceed $100,000.

In January 2001, the Company entered into an agreement to acquire the
telephone answering services customers of N'Orbit in Indianapolis at a total
cost of approximately $40,000, $20,000 of which had been paid as at March 31,
2001 and a further $20,000 is due over the next two quarters. Annual revenues
from these customers are expected to be approximately $50,000.

Effective March 1, 2001 the Company entered into a further agreement to
acquire additional Chicago residential customers and the base of business voice
mail customers of Amerivoice, Inc. in Milwaukee, Wisconsin. The company also
acquired certain fixed assets and voice messaging equipment in Milwaukee and
Chicago. Approximately 9,700 residential customers and 420 business customers
were transferred to the Company. As of March 31, 2001 no payments have been
made. The total cost of acquiring these customers and assets is expected to be
approximately $181,000.

NOTE 3 NOTES PAYABLE

During the six months ended March 31, 2001, Multi-Link
Telecommunications, Inc. drew down $540,000 under its five-year term loan with
Westburg Media Capital for working capital.

In addition, Multi-Link Telecommunications, Inc., through its wholly
owned businesses Multi-Link Communications Services LLC., and VoiceLink, Inc.
(now renamed Multi-Link Communications, Inc.), also entered into four equipment

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financing facilities with terms of 48 months, at interest rates of between 8.5%
and 11% per annum for a total of $1,028,000. These funds generated through
refinancing fixed assets were used for working capital and to repay loan
obligations.

The Company repaid $584,000 under its securities margin facility with
PaineWebber, Inc. from the liquidation of its portfolio of marketable
securities.

As of March 31, 2001, we were current on our obligations to all lenders
but were not in compliance with debt covenants on our revolving working capital
loan from Westburg. Westburg has issued a covenant waiver through June 30, 2001.

NOTE 4 ACCRUED LEASE COSTS

Effective March 9, 2001, the Company terminated the operations of its
centralized residential telemarketing center in Indianapolis. As a result of
terminating these operations, the Company holds approximately 17,000 square feet
of redundant office space on a lease with four years outstanding. Accordingly,
the Company has accrued in full for its best estimate of the likely costs
totaling $983,000 that it will incur under the lease taking into consideration
its ability to sublease the office space in current economic conditions.

NOTE 5 STOCKHOLDERS' EQUITY

On November 17, 2000, 360 shares of common stock were issued for $151
under the terms of our stock option plan.

On March 31, 2001, 75,000 shares of common stock valued at $346,875
were issued for marketing and corporate finance services.

NOTE 6 LIQUIDITY

We anticipate that our existing cash balances, funds on deposit with
Glenayre, positive cash flow from operations together with our ability to
further reduce costs to increase funds generated from operations will be
sufficient to meet our presently projected operating and debt service
requirements for the next 12 months. However, it is our intention to continue to
pursue additional capital raising activities over the coming 12 months to
improve our liquidity position.

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

The following discussion should be read in conjunction with the
consolidated financial statements included in this report. This discussion
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward
looking statements as a result of any number of factors, including but not
limited to, the availability, cost and success of future acquisitions, the
availability of connections to public telephone networks, our ability to add
charges to customers' local Bell telephone bills, the implementation and success
of unified messaging, the effects of unexpected chargebacks from our third-party
billers and whether we are able to achieve and maintain compliance with our loan
covenants.

OVERVIEW

We provide basic voice mail, call routing, advanced integrated voice
and fax messaging, and live answering services to small businesses in several
major urban markets. These services enable businesses to improve the handling of
incoming calls and facilitate more efficient communication between employees,
customers, suppliers and other key relationships. We also provide basic voice
mail and paging services to consumers.

Our strategy is to offer a total messaging solution that is custom
designed to meet the specific needs of each customer. Our customers can begin
with basic voice mail services, and then upgrade to more advanced services as
their needs change, or as they become willing to consider more advanced and
higher-priced messaging solutions. These messaging services comprise
approximately 95% of our revenue and include:

o basic automated voice mail services;

o call routing services;

o live operator answering services; and

o automated messaging services that integrate voice and fax
messages.

Beyond these core messaging services, we expect to expand our product
line in 2001 with voice activated service access and unified messaging. "Unified
messaging" is an electronic mailbox that can gather and store messages from
home, office, and mobile devices. It can store voice messages, fax messages and
Internet based e-mail messages. The mailbox can then replay these stored
messages to different electronic devices including land line telephones, mobile
phones and other mobile devices, computers and fax machines. We installed our
first unified messaging servers in Atlanta in April 2001.

In addition to messaging services, we also sell other services and
products that link into our messaging services. In some cases, we act as agents
for other telecommunications companies and receive sales commissions, and in
other cases we purchase services and resell them to our customers. These
products and services account for approximately 5% of our revenues. These
services include:

o pagers and paging services;

o mobile telephones and mobile telephone services;

o local dial tone services;

o long distance telephone service; and

o telephone systems.

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Our revenues are primarily derived from receiving fixed monthly service
fees for voice mail and sales of ancillary telecommunications services such as
paging. We recognize revenues as we deliver services. Annual prepayments by
subscribers are recognized over the period covered by the prepayment on a
straight-line basis.

Our primary costs of delivering our voice messaging services to our
subscribers are our voice messaging systems, maintenance costs and the costs of
interconnection to the public switched telephone network. Most of our general
and administrative expenses are incurred in the processing and servicing of new
subscriber accounts.

We currently sell a small portion of our services through independent
sales agents and the majority through our internal sales force. All salaries and
commissions associated with our in-house sales force are expensed as incurred.
All commissions paid to independent sales agents for procuring subscribers are
capitalized and amortized. We amortize these subscriber account acquisition
costs over the estimated economic life of subscriber accounts or 36 months,
whichever is less.

We plan to continue to increase revenues by increasing the number of
sales agents and our internal sales force that offer our voice messaging
services, by increasing the range of telecommunications services we offer to our
customers, and by acquiring companies in the voice messaging industry. After
completing an acquisition, we plan to convert the operations of the acquired
company to conform to our current business model, where economically feasible.

From inception through September 1998, we financed our operations and
net losses through factoring of customer contracts and working capital loans
provided by CS Capital Corp. at implied interest rates of up to 52% per annum.
In September 1998, we refinanced most of our indebtedness to CS Capital Corp.
with a five-year term loan from Westburg Media Capital LP. The Westburg loan has
an interest rate of 3% over prime rate per annum. In May 1999, we repaid all but
$10,000 of the Westburg loan from the proceeds of our initial public offering
and, as a result, experienced significantly lower net interest expense in fiscal
1999 than in prior years. Subsequently we have drawn down a further $2.1 million
under this facility to finance our program of acquisitions and for working
capital.

Closure of Residential Telesales Center on March 9, 2001.

On March 9, 2001, we discontinued all new sales activity related to our
residential messaging business in Indianapolis, Indiana, which we acquired from
Hellyer Communications, Inc. ("Hellyer") in November 1999. This resulted in the
termination of 37 employees, and resulted in estimated overall savings, ignoring
restructuring costs relating to the shutdown, of approximately $72,000 per
month.

In addition to the savings from direct reduction in personnel expenses,
further savings are expected to be achieved through reductions in telephony
expenses, purchase of lead lists, equipment maintenance contracts and other
expenses related to the operation of the residential sales division.

Concurrently with the elimination of the sales activity in the
residential messaging business, we also restructured our central administrative
operations in Indianapolis, resulting in the elimination of nine employees. This
restructuring lead to savings, ignoring one-time costs, of approximately $29,000
per month.

These measures were undertaken to eliminate underperforming assets,
which were substantially impairing our financial results and contributing to the
breach of certain loan covenants, as more fully explained below.

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Introduction of Unified Messaging.

Glenayre Technologies, Inc. (the supplier of our messaging equipment)
installed our first unified messaging servers in Atlanta in April 2001. We
believe that this new service set will provide us with a significant competitive
advantage and that our monthly sales to new and existing customers will
increase. The successful introduction of Unified Messaging is critical to our
future success. Unified Messaging allows the subscriber to manage voice, fax and
email messages in one mailbox, and to retrieve any type of message through any
device. For example, email read over the telephone through a text to voice
translator, voice mail retrieved, played back and stored for the long term on a
laptop or desk-top computer.

We are currently working with Glenayre to resolve certain technical
issues and to develop internal sales, marketing and provisioning standards
before a planned launch of these services in Atlanta in Summer 2001. It is our
intention to offer Unified Messaging in several other markets by the end of
calendar 2001.

ACQUISITIONS

On November 17, 1999, we acquired substantially all of the business and
assets and certain liabilities of Hellyer Communications, Inc., a provider of
basic voice messaging services in Indianapolis, Detroit and Chicago. The
acquisition was accounted for as a purchase and as a result, our financial
statements include the revenues and expenses of Hellyer since the date of
acquisition.

On January 6, 2000, we acquired substantially all of the business and
assets and certain liabilities of One Touch Communications, Inc., a provider of
voice messaging services in Raleigh, North Carolina. The acquisition was
accounted for as a purchase and as a result, our financial statements include
the revenues and expenses of One Touch since the date of acquisition.

On March 31, 2000, we acquired all of the outstanding capital stock of
VoiceLink, Inc., a provider of advanced voice messaging services to businesses
in Atlanta, Georgia. The acquisition was accounted for as a pooling of interests
and as a result, the results of the VoiceLink business have been consolidated
with ours, as if the two businesses had been merged throughout the periods
presented. One of the assets of VoiceLink was 50% of the outstanding capital
stock of VoiceLink of Florida, Inc.

On May 1, 2000, we acquired the remaining 50% of the outstanding
capital stock of VoiceLink of Florida, Inc., a provider of advanced voice
messaging services to businesses in Ft. Lauderdale, Florida. The equity income
(loss) of VoiceLink of Florida, Inc. was not significant to us and has been
included in interest income (expense), net within the consolidated statements of
operation and comprehensive income. The acquisition of the remaining 50% of the
capital stock of VoiceLink of Florida, Inc. was accounted for as a purchase and
as a result, the results of VoiceLink of Florida, Inc. have been included with
ours, effective May 1, 2000.

Once we have established a presence in any local market, we plan to
make further acquisitions of basic voice messaging subscriber bases. In all
cases, we will transfer the acquired customers to our Glenayre messaging systems
and close the offices of the acquired business. To date we have completed three
of these acquisitions.

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 2001 COMPARED TO QUARTER ENDED MARCH 31, 2000.

The results for the quarter ended March 31, 2001 and March 31,
2000 include the results for all the acquisitions described above.

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NET REVENUES. Net revenues for the quarter ended March 31,
2001 were $2,782,000 compared to $3,056,000 for the fiscal quarter ended March
31, 2000, a decrease of $274,000 or 9%. The Company has experienced increased
customer attrition during the past year, which was not offset by new sales
resulting in reduced quarterly revenue of $144,000, a reduction of 5% from the
prior period. In addition, the Company made a provision against sales for sales
taxes of $130,000 for an assessment received in respect of the period 1996 -
1999. Neither we nor our tax advisers believe that this liability is payable and
we are appealing against the assessment. Nevertheless, we have decided to make a
provision in respect of this liability pending the outcome of our appeal.

COST OF SERVICES AND PRODUCTS. Cost of services and products
for the fiscal quarter ended March 31, 2001 was $740,000, compared to $622,000
for the fiscal quarter ended March 31, 2000, an increase of $118,000 or 19%.
This increase arose from the cost of increased sales of pager hardware and
telephone systems in the current quarter as compared to the prior year.

GROSS PROFIT MARGIN. Gross margin for the fiscal quarter ended
March 31, 2001 was $2,042,000 compared to $2,434,000 for the fiscal quarter
ended March 31, 2000, a decrease of $392,000 or 16% due to the factors described
above.

GROSS PROFIT MARGIN PERCENTAGE. The overall gross profit
margin declined from 80% for the three months ended March 31, 2000 to 73% for
the three months ended March 31, 2001 due to the factors described above.

SALES AND ADVERTISING EXPENSE. Sales and advertising expenses
for the three months ended March 31, 2001, were $922,000 compared to $405,000
for the three months ended March 31, 2000, an increase of $517,000 or 128%. Of
this increase, $350,000 relates to marketing expenditures incurred in
preparation for the launch of unified messaging and the remaining $166,000
relates to increased sales costs at Hellyer prior to the closure of the
centralized B2B and residential telemarketing facilities.

GENERAL AND ADMINISTRATIVE EXPENSES. General and
administrative expenses for the three months ended March 31, 2001, were
$3,173,000 compared to $1,528,000 for the three months ended March 31, 2000, an
increase of $1,645,000 or 108%. Of this increase, $983,000 relates to a
provision made in respect of redundant office space at Hellyer following the
termination of the centralized B2B and residential telemarketing facilities,
$332,000 to the increased costs of the Hellyer operations prior to their cut
back, $120,000 to increased professional fees in respect of legal, accounting,
tax and investor relations, $90,000 to the costs of standardizing the Company's
product range, sales methodologies and materials throughout the group, $75,000
in respect of development of the unified messaging product and $45,000 to
increased costs of customer service and other sundry overheads.

CAPITALIZED OFFERING COSTS WRITTEN OFF. In the quarter ended
March 31, 2001 we wrote off $473,000 of deferred offering costs because in the
current economic and stock market environment we are unable to forecast when we
will be able to complete a successful stock offering. No such write-offs were
recognized in the quarter ended March 31, 2000.

EBITDA - EARNINGS BEFORE INTEREST, TAX, DEPRECIATION, AND
AMORTIZATION. EBITDA for the three months ended March 31, 2001 was a loss of
$(2,525,000) compared to earnings of $501,000 for the three months ended March
31, 2000, a decrease of $3,026,000. This decrease was caused primarily by
factors outlined above.

"EBITDA" reflects net income or loss plus depreciation,
amortization and interest expense, income taxes and other non-cash charges.
EBITDA is a measure used by analysts and investors as an indicator of operating
cash flow because it excludes the impact of movements in working capital items,
non-cash charges and financing costs. However, EBITDA is not a measure of
financial performance under generally accepted accounting principles and should
not be considered a substitute for other financial measures of performance.

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13

DEPRECIATION EXPENSE. Depreciation expense for three months
ended March 31, 2001, was $186,000 compared to $106,000 for the three months
ended March 31, 2000, an increase of $80,000 or 75%. This was the result of
additional capital equipment purchased during the year.

AMORTIZATION EXPENSE. Amortization for the three months ended
March 31, 2001, was $315,000 compared to $271,000 for the three months ended
March 31, 2000, an increase of $45,000 or 16%. The increase was due to the
acquisition of the various subscriber accounts described above and the resulting
increase in amortization.

WRITE OFF GOODWILL DUE TO PERMANENT IMPAIRMENT. In the quarter
ended March 31, 2001 we wrote off $1,761,000 of goodwill to recognize the
permanent impairment in the value of our investment in One Touch Communications.
No such write-offs were recognized in the quarter to March 31, 2000.

INCOME (LOSS) FROM OPERATIONS. Loss from operations was
$(4,787,000) for the three months ended March 31, 2001, compared to a income
from operations of $124,000 for the three months ended March 31, 2000, a
decrease of $4,911,000 due to the factors described above.

NET INTEREST EXPENSE. Net interest expense for the three
months ended March 31, 2001, was $173,000 compared to $86,000 for the three
months ended March 31, 2000, an increase of $87,000 or 100% due to our increased
level of debt.

PROVISION FOR INCOME TAXES. The provision for income taxes for
the three months ended March 31, 2001 was $3,000 compared to $1,000 for the
three months ended March 31, 2000, an increase of $2,000 or 124%.

NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS). We incurred
a net loss of $(4,963,000) for the three months ended March 31, 2001, compared
to a net profit of $37,000 for the three months ended March 31, 2000, a decrease
of $4,998,000 due to the factors outlined above. The comprehensive loss for the
three months ended March 31, 2001 was $(4,965,000), $2,000 greater than the net
loss of $(4,963,000). The difference of $2,000 relates to unrealized losses on
our portfolio of marketable securities, which were held as available for sale
investments. The comprehensive profit for the three months ended March 31, 2000
was $28,000, $8,000 less than the net income of $36,000. The difference of
$8,000 was due to an increase in the unrealized losses on our portfolio of
marketable securities, which were held as available for sale investments.

SIX MONTHS ENDED MARCH 31, 2001 COMPARED TO SIX MONTHS ENDED MARCH 31, 2000.

The results for the six months ended March 31, 2001 include
the results for all the acquisitions described above. The results for the six
months ended March 31, 2000 include the results of Hellyer Communications from
November 17, 1999 and One Touch Communications from January 6, 2000, their
respective dates of acquisition.

NET REVENUES. Net revenues for the six months ended March 31,
2001 were $5,814,000 compared to $5,148,000 for the six months ended March 31,
2000, an increase of $666,000 or 13%. The acquisitions completed in fiscal 2000
generated additional revenue of $1,062,000. Revenue from existing businesses
declined by $267,000 or 5% as the Company experienced increased customer
attrition during the past year, which was not offset by new sales. In addition,
the Company made a provision against sales for sales taxes of $130,000 for an
assessment received in respect of the period 1996 - 1999. Neither we nor our tax
advisers believe that this liability is payable and we are appealing against the
assessment. Nevertheless, we have decided to make a provision in respect of this
liability at this stage pending the outcome of our appeal.

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14

COST OF SERVICES AND PRODUCTS. Cost of services and products
for the six months ended March 31, 2001 was $1,531,000, compared to $1,060,000
for the six months ended March 31, 2000, an increase of $471,000 or 44%. Of the
increase, $325,000 was attributable to the acquisitions made in fiscal 2000 and
$146,000 or 14% to the cost of increased sales of pager hardware and telephone
systems in the current six month period as compared to the prior year.

GROSS PROFIT MARGIN. Gross profit margin for the six months
ended March 31, 2001 was $4,283,000 compared to $4,089,000 for the six months
ended March 31, 2000, an increase of $194,000 or 5% due to the factors described
above.

GROSS PROFIT MARGIN PERCENTAGE. The overall gross profit
margin declined from 79% for the six months ended March 31, 2000 to 74% for the
six months ended March 31, 2001. The decline was due to the factors described
above.

SALES AND ADVERTISING EXPENSE. Sales and advertising expenses
for the six months ended March 31, 2001, were $1,738,000 compared to $630,000
for the six months ended March 31, 2000, an increase of $1,108,000 or 176%. Of
this increase $342,000 was due to the inclusion of sales and advertising
expenses from the acquisitions completed in fiscal 2000, $350,000 of the
increase relates to marketing expenditures incurred in preparation for the
launch of unified messaging and the remaining $416,000 relates to increased
sales costs in our existing businesses primarily at Hellyer prior to the closure
of the centralized B2B and residential telemarketing facilities.

GENERAL AND ADMINISTRATIVE EXPENSES. General and
administrative expenses for the six months ended March 31, 2001, were $4,758,000
compared to $2,514,000 for the six months ended March 31, 2000, an increase of
$2,244,000 or 89%. Of this increase $524,000 was attributable to the inclusion
of general and administrative expenses from the acquisitions completed in fiscal
2000, $983,000 relates to a provision made in respect of redundant office space
at Hellyer following the termination of the centralized B2B and residential
telemarketing facilities, $408,000 to the increased costs of the Hellyer
operations prior to their cut back, $120,000 to increased professional fees in
respect of legal, accounting, tax and investor relations, $90,000 to the costs
of standardizing the Company's product range, sales methodologies and materials
throughout the group, $75,000 in respect of development of the unified messaging
product and $45,000 to increased costs of customer service and other sundry
overheads.

CAPITALIZED OFFERING COSTS WRITTEN OFF. In the six months
ended March 31, 2001 we wrote off $473,000 of deferred offering costs because in
the current economic and stock market environment we are unable to forecast when
we will be able to complete a successful stock offering. No such write-offs were
recognized in the six months ended March 31, 2000

EBITDA - EARNINGS BEFORE INTEREST, TAX, DEPRECIATION, AND
AMORTIZATION. EBITDA for the six months ended March 31, 2001 was a loss of
$(2,686,000) compared to earnings of $946,000 for the six months ended March 31,
2000, a decrease of $(3,632,000). This decrease was caused primarily by the
factors outlined above.

DEPRECIATION EXPENSE. Depreciation expense for six months
ended March 31, 2001, was $365,000 compared to $166,000 for the six months ended
March 31, 2000, an increase of $199,000 or 120%. This was the result of
additional capital expenditure incurred during the year.

AMORTIZATION EXPENSE. Amortization for the six months ended
March 31, 2001, was $625,000 compared to $407,000 for the six months ended March
31, 2000, an increase of $218,000

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15

or 54%. This increase arose from the acquisitions, both business and subscriber
base, described above and the resulting increased amortization.

WRITE OFF GOODWILL DUE TO PERMANENT IMPAIRMENT. In the six
months ended March 31, 2001 we wrote off $1,761,000 of goodwill to recognize the
permanent impairment in value of our investment in One Touch Communications. No
such write-offs were recognized in the six months ended March 31, 2000.

INCOME (LOSS) FROM OPERATIONS. Loss from operations was
$(5,437,000) for the six months ended March 31, 2001, compared to a income from
operations of $372,000 for the six months ended March 31, 2000, a decrease of
$5,809,000 due to the factors described above.

NET INTEREST EXPENSE. Net interest expense for the six months
ended March 31, 2001, was $316,000 compared to $110,000 for the six months ended
March 31, 2000, an increase of $206,000 or 187% due to our increased level of
debt.

PROVISION FOR INCOME TAXES. The provision for income taxes for
the six months ended March 31, 2001 was $18,000 compared to $5,000 for the six
months ended March 31, 2000, an increase of $13,000 or 260% due to minor
adjustments arising from the completion of prior year tax returns.

NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS). We incurred
a net loss of $(5,771,000) for the six months ended March 31, 2001, compared to
a net profit of $257,000 for the six months ended March 31, 2000, a decrease of
$6,028,000 due to the factors outlined above. The comprehensive loss for the six
months ended March 31, 2001 was $(5,770,000), the same as the net loss. The
comprehensive profit for the six months ended March 31, 2000 was $253,000,
$4,000 less than the net income of $257,000. The difference of $4,000 was due to
an increase in the unrealized losses on our portfolio of marketable securities,
which were held as available for sale investments.

LIQUIDITY AND CAPITAL RESOURCES

We continue to meet our capital and operating requirements through our
existing cash resources, a $2.1 million line of credit provided by Westburg and
various long-term equipment-leasing facilities. As of March 31, 2001 we had
available cash of $343,000 and $99,000 on deposit with Glenayre to be used as
partial payment for the future equipment purchase obligations described below.

As of March 31, 2001, we were current on our obligations to all lenders
but were not in compliance with debt covenants and are in default on our
revolving working capital loan from Westburg. Westburg has issued a covenant
waiver through June 30, 2001.

For six months ended March 31, 2001 net cash used in operations was
approximately $(1,270,000) compared to $(462,000) for the six months ended March
31, 2000. This variance of $(808,000) arose due to a decrease in profits
adjusted for non-cash items of $(3,356,000) offset by a decrease of $2,548,000
in funds invested in operating assets and liabilities.

Net cash generated from investing activities was $344,000 for the six
months ended March 31, 2001 compared to $(1,370,000) used in the prior year, an
increase of $1,723,000.This variance was primarily due to the fact that we did
not make any major business or fixed asset acquisitions in the current year
while in the prior year we purchased Hellyer Communications ($1,424,000), One
Touch ($1,056,000) and $1,052,000 of fixed assets. During the six months ended
March 31, 2001, we sold $796,000 of marketable securities largely to repay the
Paine Webber margin facility and for working capital. We also purchased $420,000
of subscriber accounts and $181,000 fixed assets.

Cash flow from financing activities was $608,000 for the six months
ended March 31, 2001

15
16

compared to $1,678,000 for the same quarter in the prior year. This reduction of
$1,070,000 was largely due to a reduction in net debt finance raised in the
current period.

On June 30, 2000, we entered into a volume purchase agreement with
Glenayre. The volume purchase agreement provides that we purchase $2.5 million
of voice messaging equipment from Glenayre by June 30, 2003. As of March 31,
2001, we had purchased $707,000 of equipment from Glenayre under this agreement.

We anticipate that our existing cash balances, funds on deposit with
Glenayre, positive cash flow from operations, together with our ability to
further reduce costs to increase funds generated from operations will be
sufficient to meet our presently projected operating and debt service
requirements for the next 12 months. However, it is our intention to continue to
pursue additional capital raising activities over the coming 12 months to
improve our liquidity position.

On September 1, 2000 we filed a registration statement on Form SB-2
with the Securities and Exchange Commission for an underwritten follow-on public
offering intended to result in gross proceeds of $16,650,000. Due to adverse
market conditions and a significant decline in the price of our common stock
since filing the registration statement the offering was not completed. On
February 2, 2001 we amended the filing to reflect a smaller offering of
approximately $5,000,000, which we plan to complete sometime during 2001.
However, there can be no assurance that market conditions or our operating
results will improve enough to enable the proposed offering to be successfully
completed.

On May 3, 2001 we filed a registration statement on Form S-3 with the
Securities and Exchange Commission over 1,205,307 common shares including
272,160 shares underlying our Series A and Series B Warrants that are
exercisable at prices between $4.17 and $5.00 per share. In the event that these
warrants are fully exercised by the holders, the Company would receive net
proceeds of approximately $1.1 million, which would be used for working capital,
debt reduction, and general corporate purposes. However, there can be no
assurance that the registration statement will be declared effective, or that
the holders of warrants will exercise their rights.

We plan to continue to acquire more companies involved in the messaging
industry. We intend to seek additional debt and equity financing to support our
acquisition programs in the future.

ACCOUNTING PRONOUNCEMENTS

SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, was issued in June 1998. This statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. This statement is effective for our financial statement for the
fiscal year ended September 30, 2001, and the adoption of this standard is not
expected to have a material effect on our financial statements.

EFFECTS OF INFLATION

Although we cannot accurately anticipate the effect of inflation on our
operations, we do not believe that inflation has had, or is likely in the future
to have, a material effect on our operating results or financial condition.

SUBSEQUENT EVENTS

Installation of Unified Messaging Equipment in Atlanta.

Glenayre Technologies, Inc. (the supplier of our messaging equipment)
installed our first unified messaging servers in Atlanta in April 2001.

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17

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 2. CHANGES IN SECURITIES.

Recent Sales of Unregistered Securities

In March 2001, we issued 50,000 shares of our restricted
common stock to Leopard Communications, Inc. in exchange for marketing
advisory services provided in connection with the launch of our new
Unified Messaging services. We issued the shares in reliance upon the
exemption from registration provided by Section 4(2) of the 1933 Act.
No underwriters were engaged in connection with such issuances.

In March 2001, we issued 25,000 shares of our restricted
common stock to Corporate Finance Group, Inc. in settlement of fees due
in respect of work completed in connection with the follow on stock
offering that was planned for the fall of 2000. We issued the shares in
reliance upon the exemption from registration provided by Section 4(2)
of the 1933 Act. No underwriters were engaged in connection with such
issuances.

Change of Expiration Date of Series A Warrants

In November 1998 we issued 114,720 Series A warrants to
purchase shares of common stock at an exercise price of $4.17 per share
in connection with a private placement. The original expiration date of
the Warrants was May 14, 2001. The Company has agreed to extend the
expiration date of the Warrants to August 30, 2001 to allow the holders
a reasonable period to exercise the Warrants after the S-3 registration
statement mentioned above may be declared effective, which is
anticipated to be no later than July 30, 2001.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On March 22, 2001 we held our Annual Meeting of Shareholders.
Our shareholders (i) elected Nigel Alexander to serve as a director
until 2004, and (ii) ratified the appointment of Hein + Associates LLP
as our independent auditors. Keith R. Holder, R. Brad Stillahn and
Shawn B. Stickle were not up for election and will continue as
directors.

1. Election of Nigel Alexander as a director.

VOTES FOR VOTES AGAINST ABSTENTIONS
-----------------------------------------------------------------------

3,201,364 4,344 3,500

2. Ratification of Appointment of Hein + Associates LLP

VOTES FOR VOTES AGAINST ABSTENTIONS
-----------------------------------------------------------------------

3,191,464 1,244 16,500

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

a. EXHIBITS.

None

b. REPORTS ON FORM 8-K.

On March 14, 2001 we filed a form 8-K under Item 5 to report the
discontinuance of residential sales activities at our Indianapolis call
center, and a renewed focus on business messaging operations.

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SIGNATURES

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

MULTI-LINK TELECOMMUNICATIONS, INC,
(REGISTRANT)

DATE: MAY 15, 2001 /S/ NIGEL V. ALEXANDER
- ------------------------ --------------------------------------------
NIGEL V. ALEXANDER,
CHIEF EXECUTIVE OFFICER.

DATE: MAY 15, 2001 /S/ SHAWN B. STICKLE
- ------------------------ --------------------------------------------
SHAWN B. STICKLE,
PRESIDENT

DATE: MAY 15, 2001 /S/ DAVID J.C. CUTLER
- ------------------------ --------------------------------------------
DAVID J.C. CUTLER,
CHIEF FINANCIAL OFFICER.