As filed with the Securities and Exchange Commission on February 24, 1999
Registration No. 333-_______

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MULTI-LINK TELECOMMUNICATIONS, INC.
(Name of small business issuer in its charter)

Colorado 7389 84-1334687
--------------------- --------------------------- ------------------
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

Nigel V. Alexander
811 Lincoln Street, Suite 500 811 Lincoln Street, Suite 500
Denver, Colorado 80203 Denver, Colorado 80203
(303) 831-1977 (303) 831-1977
------------------------------------ -----------------------------------
(Address and telephone number of (Name, address and telephone number
principal executive offices and of agent for service)
address of principal place of business)

With Copies to:

Thomas S. Smith, Esq. Robert W. Walter, Esq.
Kevin J. Kanouff, Esq. Bradley A. Cromer, Esq.
Smith McCullough, P.C. Berliner Zisser Walter & Gallegos, P.C.
4643 South Ulster Street, Suite 900 1700 Lincoln Street, Suite 4700
Denver, Colorado 80237 Denver, Colorado 80203
(303) 221-6000 (303) 830-1700

Approximate date of proposed sale to the public:
As soon as practicable following the date on which the Registration
Statement becomes effective.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

- ------------------------------------------------------------------------------------------------------------------------------------
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Unit(1) Offering Price Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------

Units Consisting of .......................................... 1,322,500 Units $ 6.00 $ 7,935,000 $ 2,206.00
(a) One Share of Common Stock ............................... 1,322,500 Shares
(b) One Warrant ............................................. 1,322,500 Warrants
Representative's Option for the Purchase of Units (3) ........ 1 Warrant $100.00 $ 100 $ 1.00
Units Underlying Representative's Option for the
Purchase of Units Consisting of (2)(4) ................... 115,000 Units $ 7.20 $ 828,000 $ 230.00
(a) One Share of Common Stock ............................... 115,000 Shares
(b) One Warrant ............................................. 115,000 Warrants
Common Stock (2)(5) .......................................... 718,750 Shares $ 9.00 $ 6,468,750 $ 1,799.00
- ------------------------------------------------------------------------------------------------------------------------------------

Total ........................................................ $15,231,850 $ 4,236.00
- ------------------------------------------------------------------------------------------------------------------------------------

(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.

(2) In accordance with Rule 416 under the Securities Act of 1933, as amended, a
presently indeterminable number of shares of common stock are registered
hereunder which may be issued in the event provisions preventing dilution
become operative, as provided in the warrants and in the representative's
option for the purchase of units. No additional registration fee has been
paid for these shares of common stock.

(3) To be issued to the representative of the underwriters.

(4) Issuable upon exercise of the representative's option for the purchase of
units.

(5) Issuable upon exercise of the warrants, including the warrants contained in
the units underlying the representative's option for the purchase of units.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

[Color graphic of three men on the telephone]

[Gatefold color graphic with five part schematic]

iii

[RED HERRING LEGEND]

The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with Securities and Exchange Commission becomes effective. This preliminary
prospectus is not an offer to sell these securities nor does it seek to buy
these securities in any jurisdictions where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 1999

1,150,000 Units

MULTI-LINK TELECOMMUNICATIONS, INC.

1,150,000 Shares of Common Stock
and 1,150,000 Warrants

This is an initial public offering of units of Multi-Link
Telecommunications, Inc. The public offering price is $6.00 per unit. Each unit
consists of one share of common stock and one warrant. The common stock and
warrants are immediately separately transferable. There is currently no public
market for the common stock or warrants. The public offering price of the units
may not reflect the market prices of the common stock and warrants after the
offering.

Two warrants are exercisable to purchase one share of common stock for an
exercise price of $9.00 during the three years ending ---------, 2002, subject
to earlier redemption by Multi-Link under certain circumstances.

Multi-Link will list the common stock and warrants on The Nasdaq SmallCap
Market under the symbols "MLNK" and "MLNKW".

Investing in the units involves certain risks. See "Risk Factors" beginning on
page 7.

Per Unit Total
-------- -----

Public offering price $6.00 $6,900,000
Underwriting discounts and commissions $0.60 $ 690,000
Proceeds to Multi-Link $5.40 $6,210,000

The underwriters have a 45-day option to purchase an additional 172,500
units from Multi-Link.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The underwriters are offering the units subject to various conditions and
are severally underwriting the units being offered and expect to deliver the
units against payment on , 1999.

SCHNEIDER SECURITIES, INC.

Prospectus dated , 1999

TABLE OF CONTENTS

Page
----

Prospectus Summary........................................................... 3
Risk Factors................................................................. 7
Additional Information....................................................... 12
Use of Proceeds.............................................................. 14
Dividend Policy.............................................................. 14
Dilution..................................................................... 15
Capitalization............................................................... 16
Selected Consolidated Financial Data......................................... 17
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................... 18
Business..................................................................... 25
Management................................................................... 31
Principal Stockholders....................................................... 38
Description of Securities.................................................... 40
Shares Eligible for Future Sale.............................................. 43
Underwriting................................................................. 45
Legal Matters................................................................ 49
Experts...................................................................... 49
Index to Financial Statements................................................F-1

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

Unless the context otherwise requires, as used herein the terms
"Multi-Link" and "Company" include Multi-Link's 97.5% owned subsidiary,
Multi-Link Communications, Inc.

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

Some of the statements contained in this prospectus under "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" are forward-looking. They
include statements that involve risks and uncertainties that might adversely
affect Multi-Link's operating results in the future in a material way. Such
risks and uncertainties include:

o the availability and cost of future acquisitions;
o the effects of regional economic and market conditions on Multi-Link's
employee salaries and benefits and its ability to secure and keep
customers;
o increases in marketing and sales costs;
o intensity of competition for customers;
o costs of technologies; and
o and availability of financing.

Most of these risks are beyond Multi-Link's control. Actual results may differ
materially from those suggested by the forward-looking statements for various
reasons, including those discussed under "Risk Factors."

All share figures in this prospectus have been adjusted to reflect a 3
for 5 reverse split of Multi-Link's common stock that was effective on February
2, 1999. Unless otherwise stated, all information in this prospectus assumes no
exercise of the over-allotment option by the underwriters.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
It is not complete and does not contain all of the information that you should
consider before investing in the units.

Multi-Link

Multi-Link provides integrated voice and fax messaging services for small
and medium sized businesses. These services enable businesses to improve the
handling of incoming calls and can be used with an automated attendant service
to replace receptionists. Multi-Link's voice messaging services can produce
improved efficiency and cost savings for the subscriber by offering
comprehensive voice messaging solutions. Multi-Link's integrated messaging
system:

[ ] provides personal mailboxes that can be linked to office, mobile and home
telephones, eliminating the need to check multiple mailboxes and providing
cost savings through the termination of multiple mailbox charges;

[ ] provides immediate notification to a subscriber's mobile phone or digital
pager that the subscriber has new messages;

[ ] automatically transfers important calls to the subscriber's office, mobile
telephone, pager and home phones to eliminate the need for callers to try
other numbers in an attempt to reach the subscriber; and

[ ] will soon offer a unified messaging service which will enable the
subscriber to receive voice, fax and Internet based e-mail messages in one
mailbox.

The local telephone companies, or "baby bells," have dominated the voice
messaging service industry over the last 20 years with an estimated 85% market
share in the United States. Management believes that recent developments in
voice and data messaging technology offer the opportunity for Multi-Link to
provide a service that is superior in both price and functionality compared to
the basic voice messaging services currently offered by the baby bells.
Multi-Link does not believe that the baby bells will offer certain technological
innovations in the near future because:

o changing messaging platforms might disrupt the baby bell's customer
base, creating possible customer attrition;

o providing a consolidated voice message service would reduce the baby
bells' revenue by reducing the overall number of voice mail boxes paid
for by their subscribers;

o the innovations will force the baby bells to connect with other
telecommunications companies, exposing their customers to competitive
carriers; and

o the complex nature of the services will require more support for the
baby bell's customers.

Multi-Link's target customers are small and medium sized businesses that
choose to subscribe to a messaging service rather than invest in their own
equipment. Multi-Link currently provides its voice messaging services to
approximately 5,000 businesses with approximately 16,000 individual users.

Management estimates, based on an industry study, that the revenues of the
voice messaging services industry were approximately $2.67 billion in 1997 and
that the industry is highly fragmented with approximately 4,200 small businesses
across the United States providing voice messaging services. Multi-Link intends
to use a significant portion of the proceeds raised from this offering to
acquire voice messaging companies. Multi-Link believes that some of the 4,200
small businesses will be receptive to acquisition proposals because Multi-Link
could:

o offer an opportunity to realize a combination of liquidity and upside
potential through stock ownership;

o provide access to the capital necessary to acquire leading
technologies; and

o alleviate competitive pressures through access to greater marketing
resources and cost savings through centralized administration.

Multi-Link intends to provide its technology, capital and marketing resources to
each acquired business.

The principal components of Multi-Link's business strategy are to:

o increase its base of subscribers through sales by its growing network
of independent sales agents;

o provide an increasingly broad range of telecommunications services to
its customers, including Internet based e-mail and other Internet
related messaging services;

o acquire voice messaging companies in various geographic locations; and

o increase the number of independent sales agents selling its services.

Multi-Link's principal executive offices are 811 Lincoln Street, Suite 500,
Denver, Colorado 80203. Multi-Link's telephone number is (303) 831.1977 and its
facsimile number is (303) 831.1988. Multi-Link maintains a web site on the World
Wide Web at www.multilinkcom.com. The information on Multi-Link's web site is
not a part of this prospectus.

The Offering

Securities offered ......... 1,150,000 units, each unit consisting of one
share of common stock and one warrant.

Warrant attributes ......... Two warrants are exercisable to purchase one
share of common stock for an exercise price of
$9.00 per share during the three years ending ,
2002, subject to Multi-Link's redemption rights.

Shares of common stock
to be outstanding after
the offering ............... 2,841,542 shares.

Dividend policy ............ Multi-Link does not intend to pay cash dividends.

Use of proceeds ............ Multi-Link estimates that it will receive
$5,745,000 in net proceeds. It expects to use the
net proceeds to repay debt, to fund acquisitions
and for working capital.

Multi-Link will receive additional net proceeds
of up to $900,450 if the underwriters exercise
their over-allotment option. Multi-Link intends
to use these proceeds for acquisitions and
working capital.

Risk factors .............. For a discussion of certain risks you should
consider before investing in the units, see "Risk
Factors."

Nasdaq SmallCap Market
symbols ................... MLNK and MLNKW.

In addition to the 2,841,542 shares of common stock to be outstanding after the
offering, Multi-Link may issue 575,000 shares of common stock on exercise of the
warrants included in the units and 468,500 shares of common stock on exercise of
currently outstanding options and warrants.

Summary Consolidated Financial Data

The following table summarizes the financial data of Multi-Link's business.
The consolidated balance sheet data includes a column entitled "As Adjusted"
that reflects the sale of 1,150,000 units at an offering price of $6.00 per
unit, net of offering costs totaling $1,155,000. The row entitled "EBITDA"
reflects net income or loss plus depreciation, amortization and interest
expense, income taxes and other non-cash charges. 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. You
should refer to the consolidated financial statements included elsewhere in this
prospectus for a more complete description of the financial condition of
Multi-Link.

Consolidated Statements of Three Months
Operations and Comprehensive Year Ended September 30, Ended December 31,
Income (Loss) Data: ------------------------- ----------------------
1997 1998 1997 1998
---- ---- ---- ----

Total revenues .......................................... $ 1,154,161 $ 1,859,276 $ 413,046 $ 512,714

Cost of services and products ........................... 348,413 371,391 92,933 95,994

Gross margin ............................................ 805,748 1,487,885 320,113 416,720

Total operating expenses ................................ 1,606,997 1,019,984 326,550 229,060

Income (loss) from operations ........................... (801,249) 467,901 (6,437) 187,660

Interest income (expense) ............................... (437,198) (635,518) (137,656) (103,134)

Net income (loss) and comprehensive
profit (loss) ......................................... (1,238,447) (167,617) (144,093) 84,526

Net income (loss) per share of
common stock - basic and diluted ...................... $ (0.89) $ (0.11) $ (0.10) $ 0.05

Weighted average common
stock outstanding - basic ............................. 1,392,568 1,496,905 1,490,698 1,632,325

- diluted ........................... 1,392,568 1,496,905 1,490,698 1,750,020

September 30, 1998 December 31, 1998
------------------ ----------------------
Actual As Adjusted
------ -----------

Consolidated Balance Sheet Data:

Cash .................................................... $ 555,852 $ 188,574 $ 5,760,004

Working capital (deficit) ............................... (455,362) (45,406) 5,526,024

Total assets ............................................ 1,746,715 1,677,817 7,249,247

Long-term liabilities ................................... 2,469,872 2,415,291 2,241,721

Total stockholders' equity (deficit) .................... (1,838,655) (1,373,949) 4,371,051

Three Months
Year Ended September 30, Ended December 31,
----------------------- ------------------
1997 1998 1997 1998
---- ---- ---- ----
Other Information:

EBITDA (loss) ........................................... $ (734,306) $ 590,088 $ 15,181 $ 236,749

RISK FACTORS

You should carefully consider the following factors and other information
in this prospectus before deciding to invest in the units.

Multi-Link has been operating its business only since February 1996

Multi-Link began voice messaging operations by completing an acquisition of
a voice messaging business in February 1996. Accordingly, Multi-Link has a
limited operating history upon which you may evaluate it. This limited operating
history makes predicting Multi-Link's future operating results difficult.

Multi-Link recently achieved profitability but its long-term success is not
assured

Multi-Link generated net income of $85,000 in the three months ended
December 31, 1998. Multi-Link has historically incurred net losses and has an
accumulated stockholders' deficit of $1.4 million. Although Multi-Link's
revenues have grown in recent periods, they may not continue to grow or even
continue at their current level. Multi-Link's expenses may increase in future
periods due to:

o goodwill and other amortized charges resulting from future
acquisitions, including acquisitions of subscriber accounts and
subscriber lists;

o planned equipment purchases; and

o increases in sales and marketing activities.

If any of these expenses are not accompanied by increased revenues,
Multi-Link's business, financial condition and operating results will be
materially adversely affected.

Multi-Link currently relies heavily on one independent sales agency

Approximately 86% of Multi-Link's sales are obtained through one
independent sales agency, Telcom Sales Associates, Inc., or "Telcom." The loss
of Telcom would adversely affect Multi-Link's future subscriber and revenue
growth in its current market. Multi-Link's agreement with Telcom is terminable
upon short notice and without cause. Such termination would materially adversely
affect Multi-Link's business, financial condition and operating results.

Multi-Link expects to continue to rely on independent sales agents to market its
services in the future

Multi-Link anticipates continuing to use independent sales agents to market
its services. The use of third parties to market its services may expose
Multi-Link to risks such as:

o increase in commissions or other compensation charged by independent
sales agents;

o inability to exercise control over the sales and marketing activities
of the independent sales agents; and

o termination of agreements with independent sales agencies on short
notice.

Multi-Link may be forced to adopt new and more costly methods of marketing
its services if the use of independent sales agents is ineffective.

There is intense competition for voice messaging and related services

Multi-Link competes primarily with U S West, a baby bell, and expects to
compete with other national, regional and local telecommunications companies as
it expands. If Multi-Link is unable to compete successfully against its
competitors, its business, financial condition and operating results will be
adversely affected. Multi-Link's competitors may develop voice messaging
products or services that are superior to, or have greater market acceptance
than, Multi-Link's services. Most of Multi-Link's competitors have greater name
recognition and greater financial, marketing and other resources than
Multi-Link. This may place Multi-Link at a disadvantage in responding to its
competitors' pricing strategies, technological advances, advertising campaigns
and other initiatives.

Multi-Link depends on its voice messaging platforms to deliver services

Multi-Link depends on the efficient and uninterrupted operation of its
voice messaging platforms to deliver service to its customers. Any sustained
service interruption for customers could materially adversely affect its
business, financial condition and operating results. Multi-Link's facility was
struck by lightning in 1998, causing damage to the platforms and a temporary
disruption in Multi-Link's services. While the platforms were soon after
repaired and have since operated normally, this event resulted in a loss of
subscribers and a decrease in revenues. Service interruptions could result from
natural disasters as well as power loss, telecommunications failure and similar
events. Multi-Link's insurance may not provide sufficient coverage for these
events and its operating results could suffer if losses exceed Multi-Link's
coverage.

The voice messaging and related services market is characterized by rapid
technological change

Multi-Link's success depends on its ability to remain competitive in cost
and services provided. There can be no assurance that Multi-Link can acquire
superior technologies as needed. If Multi-Link is unable to successfully respond
to technological developments or acquire technologies in a cost effective way,
Multi-Link's business, financial condition and operating results will be
materially adversely affected. To be successful, Multi-Link must:

o continually improve its services on a cost-effective basis;

o develop and offer new features and services to meet customer needs;
and

o adopt Internet based messaging and other advanced technologies that
achieve widespread acceptance.

Multi-Link's success will depend in part on Multi-Link's ability to
purchase or license leading technologies necessary to remain competitive.
Licensing these technologies may require Multi-Link to pay royalties,
maintenance and other fees that reduce operating margins.

Multi-Link depends on U S West to provide interconnection to the public
telephone network

Multi-Link relies on U S West for interconnection to the public telephone
network. The inability of U S West to provide Multi-Link with interconnection
would materially adversely affect Multi-Link's business, financial condition and
operating results. In this event, Multi-Link would have to establish a new
connection to the public telephone network, possibly resulting in interrupted
service. Multi-Link could lose subscribers if such a disruption occurred.

Restrictions imposed by Multi-Link's current loan agreement

The agreement between Multi-Link and its primary lender contains
restrictions on changes in Multi-Link's capitalization that are based on
comparisons between cash flow and liabilities. A violation of these restrictions
could accelerate Multi-Link's repayment obligation. Multi-Link must obtain the
prior written consent of its lender to:

o incur additional debt;

o make capital expenditures exceeding certain limits; and

o pay dividends.

Multi-Link may not have sufficient resources to repay the loan if it is
accelerated. Nonpayment of the loan allows the lender to foreclose on
Multi-Link's assets and would materially adversely affect Multi-Link's business.

Dependence on Multi-Link's key personnel

Multi-Link believes that its ability to successfully implement its business
strategy and to operate profitably depends on Nigel V. Alexander and Shawn B.
Stickle, both directors and officers, continuing to render their services to
Multi-Link. If Mr. Alexander or Mr. Stickle become unable or unwilling to
continue in their present positions, Multi-Link's growth, business and financial
results could be materially adversely affected. Multi-Link currently does not
have "key man" life insurance on either officer. Multi-Link intends to obtain
key man life insurance policies in the face amounts of $1,000,000 each on both
Mr. Alexander and Mr. Stickle within 90 days after this offering.

Multi-Link's expansion will require additional employees and technical personnel

Multi-Link plans to expand its employee base to manage its anticipated
growth. Competition for personnel, particularly for employees with technical
expertise, is intense. Multi-Link's business, financial condition and operating
results will be materially adversely affected if it cannot hire and retain
suitable personnel.

Multi-Link's business is subject to the effect of communications industry
regulations

Multi-Link is not currently subject to direct regulation by any government
agency, other than regulations applicable to businesses generally. Multi-Link's
suppliers are subject to varying degrees of federal, state and local regulation,
including by the Federal Communications Commission. The FCC has adopted
regulations that, among other things, set installation and equipment standards
for communications systems. Future regulations applicable to Multi-Link's
suppliers could be adopted by the FCC or other regulatory bodies. If these
regulations are adopted and adversely impact Multi-Link's suppliers, its
business, financial condition and operating results may be materially adversely
affected.

Multi-Link anticipates offering Internet based messaging services in the
future. There are currently few laws or regulations specifically addressing the
Internet. Due to the increasing use and growth of the Internet, it is possible
that such regulations may be adopted. This could require Multi-Link to make
significant expenditures or to modify any Internet based services it then
provides. Security breaches in Multi-Link's proposed Internet service that
result in unauthorized access to confidential information could damage
Multi-Link's reputation and expose it to a risk of loss or liability. Multi-Link
may be required to make significant investments to protect against or remedy
security breaches that may occur.

Effectively managing Multi-Link's growth may be difficult

Multi-Link has grown and expects to continue to grow rapidly by acquiring
voice messaging companies and adding new services and subscribers. This growth
is likely to place a significant strain on Multi-Link's resources and systems.
To manage its growth, Multi-Link must continue to implement effective systems
and hire additional employees. Multi-Link cannot assure that its management will
be able to effectively or successfully manage its growth. Failure to manage this
growth could have a material adverse effect on Multi-Link's business, financial
position and operating results.

Multi-Link's acquisition strategy has certain risks

Multi-Link's acquisition strategy is subject to the following risks:

o Multi-Link may be unsuccessful in identifying suitable acquisition
candidates available for sale at reasonable prices;

o Multi-Link may be unable to consummate any acquisition or successfully
integrate services and personnel of any acquisition into its
operations;

o acquisitions may cause a disruption in Multi-Link's ongoing business,
distract its management and require additional resources;

o Multi-Link may acquire companies in markets in which it has little
experience;

o acquisitions could result in amortization of goodwill or other
expenses that adversely affect operating results;

o Multi-Link may incur debt or issue equity securities to pay for
acquisitions, resulting in additional interest expense or dilution to
existing shareholders; and

o Multi-Link's acquisitions may not result in any return on its
investment and Multi-Link could lose its entire investment in such
acquisitions.

Multi-Link will require additional equipment financing

Multi-Link expects to purchase additional voice messaging platforms and
accompanying software licenses. If financing for these purchases is unavailable
or is not available at an acceptable cost, Multi-Link's anticipated growth would
be materially adversely affected.

Multi-Link's suppliers may not be Year 2000 compliant

Multi-Link relies on certain suppliers to provide its voice messaging
service. A regional or national failure in the telephone network or power grid
would prevent Multi-Link from servicing its customers and generating revenues.
Such failure would materially adversely affect Multi-Link's business, financial
condition and operating results. Multi-Link has no contingency plan for
occurrence of these events.

Shares eligible for future sale

The market price of the common stock could decrease as a result of a large
number of shares of common stock being available for sale after the offering.
These sales could also make it more difficult for Multi-Link to raise funds
through future offerings. The 1,691,542 shares of Multi-Link's common stock

outstanding prior to the offering are subject to certain resale restrictions
under the securities laws. Holders of these shares have agreed that they will
not sell such securities without the consent of the representative of the
underwriters until at least 12 months after the date of this prospectus.

Multi-Link's warrants are subject to applicable securities laws as well as
redemption

You will own one warrant for each unit purchased. You may purchase one
share of common stock through the exercise of two warrants on payment of the
$9.00 exercise price. You may only exercise your warrants if a registration
statement relating to the common stock underlying the warrants is then in effect
and Multi-Link has complied with applicable state securities laws. Multi-Link
may be unsuccessful in maintaining a current registration statement covering the
common stock underlying the warrants. You may be unable to exercise the warrants
for this or other reasons. Your warrants may also be redeemed by Multi-Link
under certain circumstances. Your warrants may be exercised during the notice
period prior to the date of redemption. If you do not exercise your warrants
prior to the redemption date, you will only be entitled to receive the
redemption price of $0.05 per warrant.

Anti-takeover provisions and the right to issue preferred stock could make a
third party acquisition of Multi-Link difficult

Anti-takeover provisions in Multi-Link's charter documents and under
applicable law could make it more difficult for a third party to acquire control
of it, even if such change in control would be beneficial to stockholders.
Multi-Link's restated articles of incorporation provide that its board of
directors may issue preferred stock without stockholder approval. In addition,
Multi-Link's bylaws provide for a classified board, with each board member
serving staggered terms. The issuance of preferred stock and the existence of a
classified board could make it more difficult for a third-party to acquire
Multi-Link.

Multi-Link's securities have never been publicly traded

There has not been a public market for Multi-Link's securities. Multi-Link
cannot predict the extent to which a trading market will develop or how liquid
that market might become. The initial public offering price has been determined
by negotiations between the representative of the underwriters and Multi-Link
and may not be indicative of prices that will prevail in the trading market.

Multi-Link's securities' prices are likely to be highly volatile

The market prices of Multi-Link's common stock and warrants are likely to
be highly volatile. Investors may not be able to resell their common stock and
warrants following periods of volatility because of the market's adverse
reaction to such volatility. The trading prices of many technology stocks have
reached historical highs within the last 52 weeks and reflect relative
valuations substantially above historical levels. During the same period, such
companies' stocks have also been highly volatile and have recorded lows well
below such historical highs. Multi-Link cannot assure you that its securities
will trade at the same levels of other telecommunications related stocks in
general or that Multi-Link's common stock and warrants will sustain the initial
offering price of the units. Factors that could cause such volatility may
include:

o actual or anticipated variations in Multi-Link's quarterly operating
results;

o announcements of technological innovations in the telecommunications
and voice messaging industry;

o development of new sales channels or new products or services;

o changes in financial estimates by securities analysts;

o conditions or trends in the telecommunications or voice messaging
industry;

o changes in the market valuations of other telecommunications or voice
messaging companies;

o announcements by Multi-Link or its competitors of significant
acquisitions;

o capital commitments by Multi-Link;

o additions or departures of Multi-Link's key personnel; and

o sales of common stock by Multi-Link's current stockholders.

Many of these factors are beyond Multi-Link's control. These factors may
materially adversely affect the market price of Multi-Link's common stock and
warrants, regardless of Multi-Link's operating performance.

The offering will benefit Multi-Link's current stockholders who will continue to
exercise control

Multi-Link's current stockholders, including members of management, will
recognize significant benefits from the offering. These benefits include the
creation of a public market for common stock which will afford existing
stockholders the ability to liquidate their investments, subject, in certain
cases, to volume limitations and other restrictions upon the sale of the common
stock, including applicable lock-up arrangements. The amounts previously paid
for common stock by the executive officers and directors of Multi-Link is less
than the offering price of the common stock and warrants. Further, the use of
proceeds from this offering to repay debt will benefit two officers and
directors that provided personal guarantees to the lender. See "Management -
Certain Transactions" for a description of the debt and personal guarantees.

Potential for non-public sales of securities

In order to raise additional working capital, Multi-Link could make a
limited number of offers and sales of its common stock to qualified investors in
transactions that are exempt from registration under the securities laws. Such
purchasers may acquire Multi-Link's securities on terms more favorable than
offered to you. The price may not relate to any ascertainable criterion of
value, including the prevailing market price. Multi-Link may make sales of its
securities at a lower price than that of the units.

ADDITIONAL INFORMATION

Multi-Link has filed with the SEC a registration statement under the
Securities Act of 1933, as amended, with respect to the securities offered. This
prospectus, filed as part of the registration statement, omits certain
information contained in the registration statement in accordance with the rules
and regulations of the SEC. For further information, reference is hereby made to
the registration statement and to the exhibits filed therewith, which may be
inspected without charge at the principal office of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of the material contained therein may be
obtained from the SEC upon payment of applicable copying charges. Statements
contained in this prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance you should refer to
the copy of such contract or other document filed as an exhibit to the
registration statement.

On completion of this offering, Multi-Link will be subject to the reporting
and other informational requirements of the Securities Exchange Act of 1934 Act,
as amended, and will file reports and other information with the SEC. Such
reports, proxy statements and other information, once filed by Multi-Link, can
be inspected and copied at the public reference facilities maintained by the SEC
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices at Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, New
York, New York 10048. Information on the operations of the Public Reference Room
may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
Web site on the Internet that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC.
The address of such site is http:/www.sec.gov.

Multi-Link intends to furnish annual reports to stockholders containing
audited financial statements and will also make available quarterly reports and
such other periodic reports as it may determine to be appropriate or as may be
required by law.

USE OF PROCEEDS

The net proceeds from the sale of the units are estimated to be
approximately $5,745,000 ($6,645,450 if the underwriters' over-allotment option
is fully exercised).

The primary purpose of this offering is to provide additional capital to
support Multi-Link's expansion strategy. Multi-Link intends to use approximately
$5,000,000 of the net proceeds from this offering to fund the cost of acquiring
voice messaging businesses, including the cost of acquiring upgraded equipment
and software and to fund marketing expenditures for the acquired businesses.
Multi-Link has no present commitments, agreements or understandings with respect
to any such acquisitions. See "Business - Industry Consolidation and Geographic
Expansion Strategy" for a description of Multi-Link's expansion strategy.

Multi-Link intends to use approximately $173,000 of the net proceeds of
this offering to repay indebtedness owed to CS Capital Corp. or "CS Capital."
The indebtedness to be repaid was used by Multi-Link for working capital and is
evidenced by a promissory note that bears interest at a rate of 15% per annum
until September 30, 1999, at which time the interest rate will increase to 25%
per annum. The note requires interest payments only with the principal balance
due on the earlier of June 30, 2001 or completion of this offering. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Management - Certain Transactions" for more detailed
descriptions of this loan. Multi-Link expects to use the remaining net proceeds
of approximately $572,000 from this offering as working capital. If the
over-allotment option is exercised by the underwriters or if warrants are
exercised, Multi-Link will allocate additional amounts to acquisitions and
working capital.

The foregoing represents Multi-Link's best estimate of the uses of the net
proceeds to be received in this offering, based on current planning and business
conditions. However, Multi-Link reserves the right to change such uses when and
if market conditions or unexpected changes in operating conditions or results of
operations occur. The amounts actually expended for each use may vary
significantly depending upon a number of factors including, but not limited to,
future acquisitions and the amount of cash generated by Multi-Link's operations.
Multi-Link believes that its existing capital resources and the net proceeds of
this offering will be sufficient to maintain its current and planned operations
for a period of at least 12 months from the date of this Prospectus. Net
proceeds not immediately required for the purposes described above will be
invested principally in investment grade, interest-bearing securities.

DIVIDEND POLICY

Multi-Link has never declared or paid any dividends or distributions on its
common stock. The amount of cash dividends that Multi-Link may pay without the
consent of its primary lender is limited by Multi-Link's loan agreement.
Multi-Link anticipates that for the foreseeable future all earnings will be
retained for use in Multi-Link's business and no cash dividends will be paid to
stockholders. Any payment of cash dividends in the future on the common stock
will be dependent upon Multi-Link's financial condition, results of operations,
current and anticipated cash requirements, plans for expansion, restrictions, if
any, under debt obligations, as well as other factors that the board of
directors deems relevant.

DILUTION

As of December 31, 1998, Multi-Link had a net tangible book value (deficit)
of $(1,771,853) or $(1.05) per share of common stock. After giving effect to the
sale of the 1,150,000 units offered hereby at an offering price of $6.00 per
unit, the pro forma net tangible book value of Multi-Link as of December 31,
1998, would have been $4,013,967 or $1.41 per share of common stock. This amount
represents an immediate increase in pro forma net tangible book value of $2.46
per share of common stock to the existing holders of common stock and an
immediate dilution of $4.59 per share of common stock to new investors. For
purposes of dilution, all of the offering price of a unit has been attributed to
the common stock and none of the offering price has been attributed to the
warrants. "Dilution" is determined by subtracting pro forma net tangible book
value per share of common stock after the offering from the offering price per
share of common stock, as illustrated by the following table:

Public offering price per share of common stock $ 6.00

Net tangible book value (deficit) per share of common
stock as of December 31, 1998 $ (1.05)

Increase in pro forma net tangible book value per share
of common stock attributable to new investors 2.46
-----
Pro forma net tangible book value per share of common
stock after the offering 1.41
-----

Dilution per share of common stock to new investors $ 4.59
=====

The following table sets forth as of December 31, 1998, the number of
shares of common stock acquired, the total cash consideration paid and the
average cash price per share of common stock paid to Multi-Link by Multi-Link's
existing shareholders and by new investors (assuming the sale of 1,150,000 units
at $6.00 per unit, before deduction of underwriting discounts and commissions
and other estimated offering expenses):

Shares Purchased Cash Consideration
------------------ ------------------- Average Price
Number Percent Amount Percent per Share
------ ------- ------ ------- -------------

Existing stockholders .......... 1,691,542 59.53% $ 955,000 12.16% $ 0.56
New investors .................. 1,150,000 40.47 6,900,000 87.84 6.00
---------- ------ --------- ------
Total ..................... 2,841,542 100.00% $7,855,000 100.00%
========== ====== ========= ======

The foregoing information assumes no exercise of the warrants included in
the units, no exercise of currently outstanding options and warrants and no
exercise of the representative's option for the purchase of units. See
"Management--Stock Option Plan," "Description of Securities" and "Underwriting"
for more in depth descriptions of these options and warrants. To the extent that
currently outstanding options or warrants are exercised at prices below $6.00
per share, there will be further dilution to new investors.

CAPITALIZATION

The following table sets forth the capitalization of Multi-Link as of
December 31, 1998, and as adjusted for the sale of the 1,150,000 units offered
at an offering price of $ 6.00 per unit (after deducting underwriting discounts
and commissions and estimated offering expenses) and excludes:

o 468,500 shares of common stock issuable on exercise of outstanding
options and warrants;

o 575,000 shares of common stock issuable on exercise of the warrants
included in the units; and

o 115,000 units issuable on exercise of the representative's option.

December 31, 1998
--------------------
Actual As Adjusted
------ -----------

Long term debt (net of current portion) ................................. $2,415,291 $2,241,721
========== ==========

Stockholders' equity:
Preferred stock, par value $.01 per share;
5,000,000 shares authorized; no shares
issued or outstanding, as adjusted ........................... $ 0 $ 0

Common stock, no par value;
20,000,000 shares authorized; 1,691,542
shares issued and outstanding, 2,841,542
shares issued and outstanding, as adjusted ................... 822,771 6,567,771

Accumulated deficit .......................................... (2,196,720) (2,196,720)
----------- ----------

Total stockholders' equity (deficit) ......................... $(1,373,949) $ 4,371,051
=========== ==========

SELECTED CONSOLIDATED FINANCIAL DATA

The following table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and the notes thereto included elsewhere
in this prospectus. The information in the table is derived from the
consolidated financial statements audited by HEIN + ASSOCIATES LLP, independent
auditors, for the year ended September 30, 1998 and for the year ended September
30, 1997 by James E. Scheifley & Associates, PC, independent auditors. The data
for the three months ended December 31, 1998 include, in the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of Multi-Link's financial position at those
dates and results of operations for those periods. The results of operations for
the three months ended December 31, 1998 are not necessarily indicative of the
results to be expected for the full year or future periods.

Consolidated Statements of Three Months
Operations and Comprehensive Year Ended September 30, Ended December 31,
Income (Loss) Data: ----------------------- -------------------
1997 1998 1997 1998
---- ---- ---- ----

Total revenues .......................................... $ 1,154,161 $ 1,859,276 $ 413,046 $ 512,714

Cost of services and products ........................... 348,413 371,391 92,933 95,994

Gross margin ............................................ 805,748 1,487,885 320,113 416,720

Total operating expenses ................................ 1,606,997 1,019,984 326,550 229,060

Income (loss) from operations ........................... (801,249) 467,901 (6,437) 187,660

Interest income (expense) ............................... (437,198) (635,518) (137,656) (103,134)

Net income (loss) and comprehensive
profit (loss) ......................................... (1,238,447) (167,617) (144,093) 84,526

Net income (loss) per share of
common stock - basic and diluted ...................... (0.89) (0.11) (0.10) 0.05

Weighted average common
stock outstanding - basic ............................. 1,392,568 1,496,905 1,490,698 1,632,325

- diluted ........................... 1,392,568 1,496,905 1,490,698 1,750,020

September 30, 1998 December 31, 1998
------------------ ----------------------
Actual As Adjusted
Consolidated Balance Sheet Data: ----- -----------

Cash .................................................... $ 555,852 $ 188,574 $ 5,760,004

Working capital (deficit) ............................... (455,362) (45,406) 5,526,024

Total assets ............................................ 1,746,715 1,677,817 7,249,247

Long-term liabilities ................................... 2,469,872 2,415,291 2,241,721

Total stockholders' equity (deficit) .................... (1,838,655) (1,373,949) 4,371,051

Three Months
Year Ended September 30, Ended December 31,
----------------------- ------------------
1997 1998 1997 1998
---- ---- ---- ----
Other Information:

EBITDA (loss) ........................................... $ (734,306) $ 590,088 $ 15,181 $ 236,749

The "As Adjusted" column in the foregoing table reflects the sale of
1,150,000 units at an offering price of $6.00 per unit net of offering costs.
"EBITDA" is defined as net income or loss plus depreciation, amortization and
interest expense, income taxes and other non-cash charges. 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.

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 and notes thereto and the other financial
information included elsewhere in this prospectus. This discussion contains
forward-looking statements that involve risks and uncertainties. Multi-Link's
actual results could differ materially from those anticipated in these forward
looking statements as a result of any number of factors, including those set
forth under "Risk Factors" and elsewhere in this prospectus.

Overview

Multi-Link provides integrated voice and fax messaging services for small
and medium sized businesses to improve the handling of incoming calls.
Multi-Link's automated attendant services can be used to replace receptionists
and can produce improved efficiency and cost savings for the subscriber.

Multi-Link's revenues are primarily derived from receiving fixed monthly
service fees, installation and set-up charges and sales of ancillary
telecommunications services such as paging. Multi-Link recognizes revenues as it
delivers services. Annual prepayments by subscribers are recognized over the
period covered by the prepayment on a straight-line basis.

Multi-Link's primary costs of delivering its voice messaging services to
its subscribers are its voice messaging platforms, maintenance costs and the
interconnection costs to the U S West network. Most of Multi-Link's general and
administrative expenses are incurred in the processing and servicing of new
subscriber accounts.

From inception through December 31, 1997, Multi-Link sold voice messaging
services to businesses through an in-house sales force. All salaries and
commissions associated with Multi-Link's in-house sales force were expensed as
incurred. On December 31, 1997, the in-house sales operations were closed and
Multi-Link began selling through independent sales agents. All commissions paid
to independent agents for procuring subscribers are capitalized and amortized.
Multi-Link's policy is to amortize subscriber account acquisition costs over the
estimated economic life of subscriber accounts or 36 months, whichever is less.
To determine the economic life of subscriber accounts, Multi-Link analyzes the
net reduction in the total amount billed to its existing subscribers each month.
The calculation includes service reductions and service increases to existing
subscribers but excludes new subscriber contracts or subscriber lists purchased
during the period. This enables Multi-Link to project the average subscriber
life across the total existing subscriber base. During fiscal 1998 Multi-Link
experienced an average attrition rate of 1.21% per month, indicating a projected
life of the subscriber portfolio of 82 months. Multi-Link currently amortizes
subscriber account acquisition costs over 36 months.

From inception through September 1998, Multi-Link financed its net losses
through factoring of customer contracts and working capital loans provided by CS
Capital at implied interest rates of up to 52% per annum. In September 1998,
Multi-Link refinanced most of its indebtedness to CS Capital with a five-year
term loan. The new loan has an interest rate of 3% per annum over the prime
rate. As a result, Multi-Link should experience significantly lower interest
expense in fiscal 1999 than in prior years.

Multi-Link plans to continue to increase its revenues by increasing the
number of independent sales agents that offer Multi-Link's voice messaging
services, by increasing the range of telecommunications services offered by
Multi-Link to its subscribers and by acquiring companies involved in the voice
messaging industry. After completing such any such acquisition, Multi-Link plans
to convert the operations of the acquired company to conform to the business
model currently used by Multi-Link, where economically feasible.

Results of Operations

The following table sets forth, for the periods indicated, the percentage
relationship to net revenues of certain items in Multi-Link's consolidated
statements of operations and comprehensive income (loss):

Year Ended Year Ended Quarter Ended Quarter Ended
September 30, September 30, December 31, December 31,
1997 1998 1997 1998
------------ ------------ ------------- ------------

Net Revenues ..................................... 100.0% 100.0% 100.0% 100.0%
Cost of services and products .................... 30.2% 20.0% 22.5% 18.7%
------ ------ ------ ------
Gross margin ..................................... 69.8% 80.0% 77.5% 81.3%
Sales and advertising expense .................... 60.0% 8.4% 27.8% 2.0%
General and administrative expense ............... 73.4% 39.9% 46.1% 33.2%
Depreciation expense ............................. 5.4% 4.3% 4.9% 4.2%
Amortization expense ............................. 0.4% 2.2% 0.3% 5.3%
Total operating expenses ......................... 139.2% 54.8% 79.1% 44.7%
------ ------ ------ ------
Income (loss) from operations .................... (69.4%) 25.2% (1.6%) 36.6%
Interest income (expense) ........................ (37.9%) (34.2%) (33.3%) (20.1%)
------ ------ ------ ------
Net income (loss) and comprehen-
sive income (loss) ............................... (107.3%) (9.0%) (34.9%) 16.5%
====== ====== ====== ======

EBITDA ........................................... (63.7%) 31.7% 3.7% 46.2%
====== ====== ====== ======

Quarter ended December 31, 1998 compared to quarter ended December 31, 1997.

Net Revenues. Net revenues for the quarter ended December 31, 1998 were
$513,000 compared to $413,000 for the quarter ended December 31, 1997, an
increase of approximately 24%. This increase reflects the steady net growth in
Multi-Link's base of customers.

Cost of Services and Products. Cost of services and products for the
quarter ended December 31, 1998 was $96,000 compared to $93,000 for the quarter
ended December 31, 1997, an increase of 3%. The relative stability of cost of
services and products in relation to the 24% growth in revenues resulted from
operating a network with excess capacity in 1997 and which required only minimal
additional expenditures to provide service for a greater number of customers in
1998.

Gross Profit Margin. Gross profit margin for the quarter ended December 31,
1998 was $417,000 compared to $320,000 for the quarter ended December 31, 1997,
an increase of 30%. The gross profit margin as a percentage of net revenues
increased from 78% to 81%. This increase in gross profit margin resulted from
achieving higher revenues from the same network capacity resulting in more
efficient utilization of fixed asset infrastructure.

Sales and Advertising Expenses. Sales and advertising expenses for the
quarter ended December 31, 1998 were $10,000 compared to $115,000 for the
quarter ended December 31, 1997, a decrease of 91%. This resulted from the
closure of Multi-Link's in-house sales and telemarketing operations on December
31, 1997 when Multi-Link began procuring subscriber accounts from independent
sales agencies and capitalizing the cost of acquiring such subscriber accounts.

General and Administrative Expenses. General and administrative expenses
for the quarter ended December 31, 1998 were $170,000 compared to $190,000 for
the quarter ended December 31, 1997, a decrease of 11%. This decrease was due
primarily to lower professional fees.

Depreciation. Depreciation expense increased to $22,000 for the quarter
ended December 31, 1998 from $20,000 for the quarter ended December 31, 1997.
This increase was due to an increase in fixed assets.

Amortization. Amortization of subscriber accounts and goodwill was $27,000
for the quarter ended December 31, 1998 compared to $1,000 for the same period
in 1997. Amortization expense associated with subscriber accounts was first
incurred in 1998 after Multi-Link commenced procuring subscriber accounts
through the base of independent sales agencies as previously described.

Income (Loss) from Operations. The income from operations was $188,000 for
the quarter ended December 31, 1998 compared to a loss from operations of
$(6,000) for the quarter ended December 31, 1997, due to the factors discussed
above.

Interest Income (Expense). Multi-Link's interest income (expense) decreased
to $(103,000) for the quarter ended December 31, 1998 from $(138,000) for the
quarter ended December 31, 1997, a decrease of 25%. Although Multi-Link's total
indebtedness in 1998 was higher than in 1997, the refinancing of most of
Multi-Link's high interest debt with a term loan at a substantially lower rate
of interest caused a reduction in the total interest expense. See "Management -
Certain Transactions."

Net Income (Loss) and Comprehensive Income (Loss). Multi-Link realized net
income of $85,000 for the quarter ended December 31, 1998 compared to a net loss
of $(144,000) for the quarter ended December 31, 1997 due to the factors
outlined above. The net loss and comprehensive loss were the same for the
quarters presented. Multi-Link's net income for the quarter ended December 31,
1998 does not reflect an income tax provision because of the utilization of net
operating loss carryforwards.

Year ended September 30, 1998 compared to year ended September 30, 1997.

Net Revenues. Revenues for the year ended September 30, 1998 were
$1,859,000, compared to $1,154,000 for the year ended September 30, 1997, an
increase of 61%. This increase reflects the steady net growth in Multi-Link's
base of customers.

Cost of Services and Products. Cost of services and products for the year
ended September 30, 1998 was $371,000, compared to $348,000 for the year ended
September 30, 1997, an increase of 7%. The relative stability of cost of
services and products in relation to the 61% growth in revenues resulted from
operating a network with excess capacity in 1997 which required only minimal
additional expenditures to provide service for a greater number of customers in
1998.

Gross Profit Margin. Gross profit margin for the year ended September 30,
1998 was $1,488,000 compared to $806,000 for the year ended September 30, 1997,
an increase of 85%. The gross profit margin as a percentage of net revenues
increased from 70% to 80%. The increase in gross profit margin resulted from
achieving higher revenues from the same network capacity resulting in more
efficient utilization of fixed asset infrastructure.

Sales and Advertising Expense. Sales and advertising expenses for the year
ended September 30, 1998 were $155,000 compared to $692,000 for the year ended
September 30, 1997, a decrease of 78%. This resulted from the closure of
Multi-Link's in-house sales and telemarketing operations on December 31, 1997
when Multi-Link began procuring subscriber accounts from independent sales
agencies and capitalizing the cost of acquiring such subscriber accounts.

General and Administrative Expenses. General and administrative expenses
for year ended September 30, 1998 were $743,000 compared to $848,000 for the
year ended September 30, 1997. This decrease of 12% was due to a reduction in
personnel expenses during 1998.

Depreciation of Equipment. Depreciation expense in the year ended September
30, 1998 was $81,000 compared to $62,000 for the year ended September 30, 1997.
This increase of 31% was due to increased fixed assets.

Amortization. Amortization of subscriber accounts and goodwill was $42,000
for the year ended September 30, 1998 compared to $5,000 for the year ended
September 30, 1997. Amortization expense associated with subscriber accounts was
first incurred in 1998 after Multi-Link commenced procuring subscriber accounts
through the base of independent sales agents as previously described.

Income (Loss) from Operations. The income from operations was $468,000 for
the year ended September 30, 1998 compared to an operating loss of $(801,000)
for the year ended September 30, 1997, due to the factors discussed above.

Interest Income (Expense). Interest income (expense) for the year ended
September 30, 1998 was $(636,000), compared to $(437,000) for the year ended
September 30, 1997, an increase of 46%. The increase is attributable to an
increase in outstanding borrowings.

Net Income (Loss) and Comprehensive Income (Loss). Multi-Link incurred a
net loss of $(168,000) for the year ended September 30, 1998, compared to a net
loss of $(1,238,000) for the year ended December 31, 1997, a decrease of 86% due
to the factors outlined above. The net loss and comprehensive loss were the same
for fiscal 1998 and 1997.

Liquidity and Capital Resources

General

Multi-Link has historically had two primary needs for cash: investment in
the equipment necessary to deliver its voice messaging services and the
financing of start-up losses until revenues exceed expenses.

Equipment Financing

Multi-Link paid for its voice messaging equipment with long term financing
provided by Associates Capital Corporation of Illinois. All loans were arranged
on Multi-Link's behalf by Glenayre, the manufacturer of the equipment. The loans
are repayable monthly over a five-year term with interest at the rate of 12.7%
per annum and are guaranteed by two of Multi-Link's directors and officers.
Currently, monthly payments on the voice messaging platforms are approximately
$18,000. Multi-Link was current on all loan obligations as of December 31, 1998.

Financing of Operations

From inception through September 1998, Multi-Link financed its operations
from equity contributions, loans from several stockholders, deferred executive
compensation, a factoring facility and several working capital loans.

In September 1998, Multi-Link obtained a $2.1 million, five-year senior
term loan facility from Westburg Media Capital LP or "Westburg." Multi-Link used
the proceeds of this facility to repay substantially all of the working capital
loans, deferred executive compensation and all but $173,000 of the indebtedness
to CS Capital. The loan from Westburg bears interest at the rate of 3% per annum
over a prime rate and is guaranteed by two of Multi-Link's directors and
officers. The loan is collateralized by 960,000 shares of common stock pledged
by certain stockholders and substantially all of the assets of Multi-Link. The
loan requires monthly payments of interest only (currently $18,000 per month)
until October 1999, when regular repayments of $26,900 per month, including
interest, commence on the basis of a ten-year amortization schedule. All

outstanding balances are repayable on October 31, 2003. Under the terms of the
loan, Multi-Link's ratio of debt to annualized cash flow may not exceed 3 to 1
and Multi-Link's ratio of annualized cash flow to interest, principal repayments
and taxes may not be less than 1.25 to 1. Additionally, the loan has certain
other restrictions including limits on total indebtedness, limits on capital
expenditures and prohibitions on the payment of dividends.

As of December 31, 1998, Multi-Link is current on its obligations to all
lenders and in compliance with all debt covenants.

Cash Flow Information

For the three months ended December 31, 1997 and 1998 net cash used in
operations was approximately $(115,000) and $(190,000), respectively. Net cash
used in investing activities during the three months ended December 31, 1998,
was $304,000, up from $0 for the prior period. Expenditure for fixed assets and
intangibles increased $99,000 during the three months ended December 31, 1998
from $0 for the prior period. Additionally, Multi-Link advanced approximately
$204,000 to Telcom Sales Associates, Inc. during the three months ended December
31, 1998 that was paid back in February 1999. During the three months ended
December 31, 1997 and 1998, cash from financing activities included borrowings
of $561,000 and $229,000, respectively, before note payable payments of $444,000
and $494,000 for the same respective periods. Additionally, net cash from
financing activities included net proceeds of $397,000 from the sale of common
stock during the three months ended December 1998.

For the year ended September 30, 1997 and 1998, net cash used in operations
was approximately $(967,000) and $(109,000), respectively. Net cash used in
investing activities in the year ended September 30, 1998 for the purchase of
fixed assets and intangibles was $(266,000) compared to $(38,000) in the prior
year. During the year ended September 30, 1997 and 1998, cash from financing
activities included borrowings of $1,379,000 and $2,871,000, respectively,
before note payable payments of $380,000 and $1,795,000 for the same respective
periods.

Future Liquidity Considerations

As of December 31, 1998, Multi-Link had a cash balance of $189,000 and had
$150,000 available for drawing under the loan from Westburg. Upon completion of
this offering Multi-Link will receive minimum net proceeds of approximately
$5,745,000. Approximately $173,000 of the proceeds will be used to repay the
remaining indebtedness owed to CS Capital. Multi-Link intends to use the balance
for the acquisition of voice messaging companies and working capital. Multi-Link
may pay for such acquisitions by using a portion of the net proceeds of this
offering and by issuing debt and/or equity securities of Multi-Link. Multi-Link
has no present commitments, agreement or understandings with respect to any
acquisitions.

Multi-Link plans to purchase approximately $500,000 worth of additional
voice messaging equipment in the next 12 months. As Multi-Link expands to new
geographic markets, it will purchase this additional voice messaging equipment.
It is Multi-Link's intention to seek five year debt financing for all equipment
purchases. Although there are no assurances, management believes that such
financing will be available on terms no less favorable than Multi-Link has
obtained in the past.

Management anticipates that the net proceeds from this offering, together
with internally generated funds from operations, will be sufficient to meet
Multi-Link's presently projected cash and working capital requirements for the
next 12 months. Pending use of the proceeds, Multi-Link intends to invest the
net proceeds of the offering in investment grade, interest-bearing securities.
See "Use of Proceeds" for a more detailed discussion of Multi-Link's expected
use of proceeds.

Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131, "Disclosure about Segments
of an Enterprise and Related Information" ("Statement 131"), which is effective
for financial statements with fiscal years beginning after December 15, 1997.
Statement 131 requires that public business enterprises report certain
information about operating segments in complete sets of financial statements of
the enterprise and in condensed financial statements of interim periods issued
to stockholders. Statement 131 also requires that public business enterprises
report certain information about their products and services, the geographic
areas in which they operate and their major customers.

In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits" ("Statement 132"), which revises employers' disclosures
about pension and other postretirement benefit plans. Statement 132 does not
change the measurement or recognition of those plans, but requires additional
information on changes in benefit obligations and fair values of plan assets and
eliminates certain disclosures previously required by SFAS Nos. 87, 88 and 106.
Statement 132 is effective for financial statements with fiscal years beginning
after December 15, 1997.

During June 1998, the FASB issued Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities." Statement 133 establishes new
standards by which derivative financial instruments must be recognized in an
entity's financial statements. Besides requiring derivatives to be included on
balance sheets at fair value, Statement 133 generally requires that gains and
losses from later changes in a derivative's fair value be recognized currently
in earnings. Statement 133 also unifies qualifying criteria for hedges involving
all kinds of derivatives, requiring that a company document, designate and
assess the effectiveness of its hedges. Statement 133 is required to be adopted
by Multi-Link in 2000.

Multi-Link has not determined what additional disclosures, if any, may be
required by the provisions of Statements 131, 132, and 133 but does not expect
adoption of these statements to have a material effect on its results of
operations or consolidated financial position.

Effects of Inflation

Although Multi-Link cannot accurately anticipate the effect of inflation on
its operations, Multi-Link does not believe that inflation has had, or is likely
in the future to have, a material effect on its operating results or financial
condition.

Year 2000 Issue

Many computer systems, software applications and other electronics
currently in use worldwide are programmed to accept only two digits in the
portion of the date field, which designates the year. The "Year 2000 problem"
arises because these systems and products cannot properly distinguish between a
year that begins with "20" and the familiar "19." If these systems and products
are not modified or replaced, many will fail, create erroneous results and/or
may cause interfacing systems to fail.

Year 2000 compliance issues are of particular importance to Multi-Link
since its operations rely heavily upon computer systems, software applications
and other electronics containing date-sensitive embedded technology. Some of
these technologies were internally developed and others are standard, purchased
systems which may or may not have been customized for Multi-Link's particular
application. Multi-Link also relies heavily upon various vendors and suppliers
that are themselves very reliant on computer systems, software applications and
other electronics containing date sensitive embedded technology. These vendors
and suppliers include:

o Glenayre, the manufacturer and supplier of Multi-Link's voice mail
operating platforms;

o Telemessaging Services, Inc., the supplier of Multi-Link's billing
software; and

o U S West, the local telephone line carrier with which Multi-Link has
interconnection agreements.

Internal Systems. Multi-Link has completed internal assessment and testing
of its date sensitive computer systems and has determined that its internal
billing, customer service and support systems are compatible with the year 2000.

Glenayre. Glenayre has advised Multi-Link that the voice messaging
platforms used by Multi-Link are year 2000 compatible.

Telemessaging Services, Inc. Telemessaging Services, Inc., the supplier of
Multi-Link's billing software, has certified that its software is Year 2000
compliant.

U S West and Other Infrastructure Providers. Multi-Link is dependent upon U
S West and other central infrastructure providers including suppliers of
electric power and the national telephone network for the provision of its
services to its customers. U S West has publicly announced that its local
telephone network is Year 2000 compliant. Multi-Link is not aware of any central
infrastructure provider that has indicated that it expects to be adversely
affected by the Year 2000 problem. However, Multi-Link has not obtained
assurances from such providers as to whether or not they will be adversely
affected by the Year 2000 issue.

Acquisitions. Multi-Link plans to use a significant portion of the proceeds
of this offering to acquire companies involved in the voice messaging business.
Multi-Link intends to address the Year 2000 issue in detail with all such
companies prior to acquisition. Management believes that there are many older
voice messaging systems that are not Year 2000 compliant, and that the Year 2000
issue may cause some companies to view Multi-Link's acquisition proposals
favorably. Multi-Link cannot quantify the risks and expenses that may be
incurred through acquisitions of companies that are not Year 2000 compliant.

Costs. Multi-Link has not incurred any material costs for Year 2000
modifications to date and does not anticipate incurring any such material costs
in the future. However, there can be no assurance that Multi-Link will not
identify other Year 2000 issues that may require expenditures in the future.

BUSINESS
Summary

[ ] provides immediate notification to a subscriber's mobile phone or digital
pager that the subscriber has new messages;

[ ] will soon offer a unified messaging service which will enable the
subscriber to receive voice, fax and Internet e-mail messages in one
mailbox.

The Voice Messaging Industry

According to a 1998 industry study, revenues realized in 1997 by voice
messaging providers in the United States were approximately $2.67 billion, with
$2.1 billion of the total revenues realized by the local telephone companies or
the "baby bells." The remaining $570 million of revenues were realized by
approximately 4,200 independent voice messaging providers scattered throughout
the United States. The study also indicates that the voice messaging market was
growing at a 10% annual rate and was experiencing structural changes brought
about by new technology and changes in consumer preferences. Management believes
that these changes will increase the rate of growth of, and create an
opportunity for voice messaging providers such as Multi-Link, to capture
increased market share.

Development of the Business Voice Messaging Industry. In the 1970's, the
local telephone companies in the United States introduced a new service called
voice messaging or voice mail. The service uses automated "call-forwarding"
features programmed on the telephone line to transfer incoming calls to a
central voice mail platform when the line is in use or when nobody answers.
Voice mail service is almost always provided on a local basis since subscribers
are reluctant to incur long distance charges to receive and recover voice mail
messages.

The basic concept of voice mail has changed little since its introduction
two decades ago. Voice mail systems have become more sophisticated and more
reliable and now offer more features than they did when they were first
introduced. However, their basic operational method of using call forwarding
features to route incoming calls to the central system is the same. In almost
all cases, the voice mail service is provided as an additional option by the
provider of the telephone line or mobile phone and is a secondary function which
is only used if the person sought is unavailable.

Market acceptance of voice mail has changed since its inception, when
management believes it was disliked by many users. Management believes that
voice mail has now gained popular acceptance and most users in the business
community prefer to leave voice mail messages rather than written messages.
Despite this, the overall market penetration of voice mail remains low and
management believes there is opportunity for growth in this market.

Currently, users often have several voice mailboxes: one for business
attached to their business phone lines, one for home use attached to their home
phone line and one attached to their mobile phone. After 20 years of providing
the same basic function, voice mail service is changing as new technology is
developed to streamline personal communications practices.

Although the local telephone companies are in the best position to sell
voice mail service to their customers, there is no technological barrier that
prevents companies from acquiring a central voice mail platform and offering
voice messaging services. The local telephone companies are motivated to provide
multiple voice mailboxes to each subscriber, thus increasing per subscriber
revenues.

Overview of Multi-Link's Current and Proposed Services

While reading this section, please open the schematic diagram on the inside
front cover of this prospectus for an illustrated representation of these
service concepts.

When Multi-Link launched its voice messaging service in May 1996, it did so
in anticipation of the significant technological changes now taking place in the
industry. Management believes that broad market adoption of the new services and
communications practices described below will be achieved over time. As a
result, Multi-Link will continue to offer traditional voice messaging services
while implementing the new services described below.

Service Type Available
------------ --------

Single Box Voice Mail Service for Business and Home Yes

Multiple Box Business Voice Messaging Networks Yes

Automated Attendant Call Routing Service Yes

Consolidated Messaging Service Yes

One Number Service Yes

Calling Card Functionality/Call Origination Capability Yes

Unified Messaging Service for Voice, Fax and Internet
based e-mail Voice/Fax: Yes
Internet e-mail:
Near Future

Voice Activated Commands Near Future

Single Box Voice Mail for Business and Home. Multi-Link provides single
voice mailboxes to residences and small businesses for telephone answering.
Using automated call forwarding features programmed on the phone lines, incoming
calls are transferred to a single mailbox when the line is busy or when nobody
answers. Management believes that Multi-Link's service is superior to answering
machines that do not function when the line is already in use. The standard
mailbox provided by Multi-Link has many useful features that currently are not
available from the baby bells or are provided by the baby bells as additional
cost options. These features include: multiple greetings which play according to
a time schedule, the option for a caller to press the zero key to be transferred
to another number and the option to have new messages notified to a pager or a
mobile telephone.

Multiple Box Business Voice Messaging Networks. Multi-Link provides
comprehensive voice messaging networks for businesses that employ two to 50
people. Every network is designed individually to meet each specific customer's
needs. There are several ways callers can access the voice messaging system:

o using automated call-forwarding features programmed on the phone
lines, incoming calls are transferred to a single company mailbox when
the line is busy or when nobody answers. Callers then have the option
to leave a message in the general company mailbox or to reach the
mailbox of a specific individual through a directory;

o incoming calls during normal business hours can be answered by a
person and then transferred to an individual voice mailbox if the
person sought is not available; and

o callers who wish to leave a personal message can dial the voicemail
box directly without speaking with the receptionist.

Each mailbox within the overall network can be individually programmed to send
notification of new messages to a wide variety of pagers and mobile telephones,
to forward callers to different numbers when the zero key is pressed and to take
advantage of the consolidated messaging and one number services described below.

Automated Attendant Call Routing Service. Multi-Link offers automated call
routing services. Multi-Link's system answers all incoming calls for a business
and acts as the receptionist for the business. By pressing keys in response to a
series of progressive menus, callers reach the person or department they
require. The service provides fully automated call handling and often allows
businesses to reduce or eliminate the cost of receptionist personnel. Management
believes that the service is particularly valuable to businesses with multiple
locations in the same local calling area since all those businesses can now be
linked through one central access telephone number.

Consolidated Messaging Service: Multi-Link offers a consolidated messaging
service. A subscriber buys a voice mailbox from Multi-Link. Call forwarding is
then established from all of the subscriber's phone lines - home, business and
mobile - to the same voice mailbox. In this way, all voice messages are
channeled automatically into one voice mailbox. This saves time, is more
efficient and often saves money - one mailbox instead of three.

One Number Service. Multi-Link offers one number service which Multi-Link
calls "Constant Touch Service." Callers who reach a subscriber mailbox are given
two options in the greeting. If the reason they called the subscriber is not
urgent, they are instructed to leave a voice message for later attention by the
subscriber. However, if they need to speak to the subscriber, they are
instructed to press keys to activate the subscriber's Constant Touch Service.
Upon activation, the service requires the caller to state the caller's name for
recordation in the voice mailbox. The messaging system immediately dials several
numbers simultaneously to try to reach the subscriber. Typically the system will
dial a mobile phone number, a pager number, a home telephone number and an
office direct line. If the subscriber is reached, the messaging system plays the
name of the caller on hold and awaits instructions. Then, by selecting the
appropriate key, the subscriber may elect to connect immediately with the
caller, to reject the call but request that the caller leave a message, or to
terminate the call without offering the opportunity to leave a message. By using
Constant Touch Service, the subscriber makes it very simple for callers to reach
the subscriber, yet maintains complete control over who reaches the subscriber.
If the subscriber is not reached, the messaging system will wait up to two
minutes and then advise the caller that the subscriber could not be reached and
request the caller to leave a message.

Over the next few years, management expects this "one number" technology
will revolutionize the way business people communicate. It will no longer be
necessary to guess where the person called may be at any given time. The work of
finding the subscriber will be undertaken by the messaging system. In time, as
communications practices change, management believes subscribers will give out

their voice mail number as the primary contact number and all callers will leave
messages or use the one number technology. The use of the messaging system as a
primary contact point will eliminate the interruption of non-urgent calls and
should increase productivity.

Calling Card Functionality/Call Origination Capability. The voice messaging
system can act as a communications hub for subscribers who travel extensively.
Subscribers access their messaging system from anywhere in the United States by
using a dedicated "800" number. After listening to their messages, they may
elect to obtain a dial tone and make a call from within the voice mailbox. When
they terminate each call, they are returned to the mailbox and may continue
listening to other messages or make further calls. Management believes that this
service is less expensive and more convenient than most calling cards.
Multi-Link's messaging systems offer this service capability now, although
Multi-Link has not yet begun marketing this product on a commercial basis.
Multi-Link expects to begin marketing this service in the near future.

Unified Messaging Service for Voice, Fax and Internet Based e-mail.
Management believes that unified messaging is the best publicized of the new
technologies which are expected to change the messaging industry over the next
few years. Unified messaging is the term used to describe a messaging service
that can store voice messages, fax messages and Internet e-mail messages in one
mailbox. The service should also allow retrieval of any type of message over a
telephone, fax machine or personal computer, no matter what the original form of
the message might have been.

Unified messaging technology is still in the early stages of development
and, although some equipment has been deployed commercially, management believes
that revenues from unified messaging services are still very small. Management
expects that unified messaging services will be particularly popular among
traveling executives. Multi-Link currently provides unified voice and fax
messaging service. In calendar 1999, Multi-Link plans to offer a unified
messaging service which will include integration with Internet based e-mail
service.

Voice Activated Commands. At the present time, almost all voice-messaging
systems respond to tones created by key presses on the Dial Tone Modulated
Frequency or DTMF keypad. The exclusive use of the DTMF keypad has significant
disadvantages to the mobile user who may often wish to use the messaging system
when driving or performing other complex tasks. The use of speech recognition
technology will allow subscribers to simply speak commands to the messaging
system rather than using key presses. In addition to the benefits to mobile
users, the use of speech recognition will facilitate faster navigation through
complex menus and offer more intuitive access to less frequently used functions
of the messaging system. Management believes that speech recognition technology
is one of the most exciting developments in the messaging industry. Multi-Link
expects to market speech recognition technology in calendar 1999.

Distribution Methods

Multi-Link engages approximately 20 independent commissioned sales agents
or agencies to procure subscribers for voice messaging services. Multi-Link's
sales agents include retail telecommunications stores, vendors of telephone
system hardware, vendors of long distance services and other telecommunications
related businesses.

During the three months ended December 31, 1998, Multi-Link procured
approximately 86% of its new customer subscriptions from Telcom Sales
Associates, Inc., an independent sales agency specializing in the sale of a
broad range of telecommunications services to small and medium sized businesses.
Telcom is owned by a former employee of Multi-Link. Following this offering,
Multi-Link plans to increase the number of independent sales agents offering
Multi-Link's services.

Multi-Link's management believes that the introduction of unified messaging
in 1999 will open up new distribution channels allowing Multi-Link to forge
distribution alliances with Internet service providers and other companies
involved in the provision of Internet based e-mail services. Multi-Link's
management plans to provide Internet based e-mail services and other Internet
related services in calendar 1999. Multi-Link plans to use similar distribution
methods in connection with expanding its acquisitions described in " - Industry
Consolidation and Geographic Expansion Strategy."

Customer Base

Multi-Link's customer base consists predominantly of small and medium sized
businesses that have between one and 50 employees. This customer base includes
diverse businesses. Multi-Link's customer base includes approximately 5,000
business customers that have approximately 16,000 users. Multi-Link's average
business customer pays approximately $30 per month. Multi-Link currently
provides services in the Denver metropolitan area.

Technology

Equipment. Multi-Link's voice messaging systems are manufactured by
Glenayre. Each Glenayre system has capacity for approximately 12,000
subscribers. Currently, Multi-Link has two Glenayre systems. As a result,
Multi-Link could theoretically provide service to an additional 8,000
subscribers before additional equipment is required. The Glenayre systems are
reliable, easy to maintain and have historically experienced minimal downtime.
Multi-Link finances its Glenayre system purchases through term loans and makes
no expenditures on research and development of any kind. Multi-Link employs
technicians who provide support for the Glenayre systems. In addition, under
Multi-Link's maintenance agreement, Glenayre provides technical support via a
direct modem link when necessary and provides periodic free software upgrades to
insure that Multi-Link continues to offer updated services. Glenayre has advised
Multi-Link that Glenayre expects to offer a fully functional unified messaging
upgrade in the second quarter of 1999 that will enable Multi-Link to offer
unified messaging services to its customers soon afterwards.

Interconnection with Public Switched Networks. Voice messaging systems are
linked to the public switched telephone network using digital two-way direct
inward dial trunks with call transfer capability. These interconnection services
are provided by U S West under a ten year agreement which includes a price cap
that expires in 2008. Following the deregulation of the telecommunications
industry in 1996, Multi-Link now has several possible providers of
interconnection facilities and may benefit from price competition over the next
few years.

Competition

A recent industry survey estimates that the baby bells have an 85% share of
the United States voice messaging services market. The baby bells are
considerably larger and better financed than Multi-Link and have extensive
marketing experience. The survey states that the remaining 15% of the United
States voice messaging market is shared by approximately 4,200 voice messaging
service providers including Multi-Link.

Competitive Strategy

Multi-Link obtains most of its business customers by offering voice
messaging services which the management of Multi-Link believes compare favorably
with those provided by the baby bells in the following ways:

[ ] Multi-Link has consolidated messaging service, one number service and other
applications and features which are not currently offered by the baby
bells.

[ ] Multi-Link's independent sales agents conduct a comprehensive analysis of
every prospective customer's needs and custom design a Multi-Link voice
messaging service to meet those specific needs. Generally, the baby bells
do not offer this type of analysis in the voice messaging market.

[ ] Management believes that Multi-Link's average voice messaging service
includes more standard features than its largest current competitor.

[ ] Multi-Link sends out customer trainers to teach new subscribers how to best
use its messaging services. The baby bells offer only telephone based
support.

[ ] Multi-Link maintains a well-trained customer service staff who are experts
in providing messaging services. By comparison, the baby bells' customer
service staff generally deal with a wide range of telephone line issues
and, therefore, might not be as knowledgeable as Multi-Link's specialist
voice messaging group.

[ ] Multi-Link provides help in reorganizing service configurations, adding
staff members to, or deleting staff members from, a network or simply
understanding the best way to use the voice messaging services.

[ ] Multi-Link charges up to 48% less than its largest competitor for what
management believes is overall a superior voice messaging service.

Management believes that the technological changes taking place in the
voice messaging industry will enable messaging service providers like Multi-Link
to capture a part of the baby bells' market share of the voice messaging
industry. The new services described above require the provider of the messaging
services to maintain complex messaging networks which interact with a broad
range of other telecommunications services supplied by a wide range of service
providers. Management believes that the provision and maintenance of the new
services involves a level of complexity that is unattractive to the baby bells
and that they may be unwilling to compete aggressively in this service category.

Industry Consolidation and Geographic Expansion Strategy

Management believes that most of the 4,200 independent voice mail providers
offer only basic voice messaging services that are similar to, and in
competition with, the baby bells. Management believes that the opportunity
exists to acquire several voice mail providers in major urban markets in the
United States. Multi-Link intends to use a significant portion of the proceeds
raised from this offering to acquire some of these voice messaging companies.
Multi-Link will provide technology, capital and marketing expertise to each
business acquired. In addition to the benefits derived from Multi-Link's
technological, capital and marketing expertise, management believes that savings
can be achieved as a result of the centralization of purchasing, accounting,
administration, marketing, telemarketing and other core functions of these voice
mail providers.

Facilities

Multi-Link's corporate office and principal operating facility is located
at 811 Lincoln Street, Suite 500, Denver, Colorado 80203. Multi-Link occupies
approximately 4,100 square feet of office space that is leased on a
month-to-month basis. Multi-Link is currently negotiating a lease for a larger
facility with approximately 6,000 square feet at a different location.
Multi-Link expects to experience an increase in occupancy costs of approximately
$4,500 per month and a substantial one time expense in moving its operations
during fiscal 1999.

Employees

As of January 30, 1999, Multi-Link employed 13 people, all of whom were
employed on a full time basis. There are no union or collective bargaining
agreements between Multi-Link and its employees and employee relations are
considered by management to be excellent.

Legal Proceedings

Multi-Link currently is not a party to any legal proceedings of any kind.

MANAGEMENT

Directors and Executive Officers

The directors and officers of Multi-Link are as follows:

Name Age Position
---- --- --------

Nigel V. Alexander ....... 37 Director, Chief Executive Officer,
Secretary and Treasurer

Shawn B. Stickle ......... 33 Director, President and Chief
Operating Officer

Keith R. Holder .......... 54 Director

R. Brad Stillahn ......... 45 Director

David J. Cutler .......... 43 Chief Financial Officer

The directors are elected for a three-year term, with approximately
one-third of the board of directors standing for election each year. Each
director holds office until the expiration of the director's term, until the
director's successor has been duly elected and qualified or until the earlier of
their resignation, removal or death. All of Multi-Link's officers devote
full-time to Multi-Link's business and affairs.

Nigel V. Alexander - Chief Executive Officer, Secretary and Treasurer. Mr.
Alexander co-founded Multi-Link in 1996. Mr. Alexander has served since that
time as a Managing Director and now as the Chief Executive Officer of Multi-Link
with responsibility for financing and strategic planning. From September 1994
until founding Multi-Link, Mr. Alexander conducted research into the
telecommunications industry to identify the business opportunity now being
pursued by Multi-Link. From April 1991 to September 1994, Mr. Alexander was an
executive officer of SnowRunner, Inc. a public company involved in the
distribution of winter sports products. Mr. Alexander is an Associate of the
British Chartered Institute of Bankers. He has over 15 years experience in
merchant banking, mergers and acquisitions and corporate finance, including ten
years as a merchant banker in London, England and Geneva, Switzerland with Henry
Ansbacher & Co. and the Paribas Group.

Shawn B. Stickle - President and Chief Operating Officer. Mr. Stickle
co-founded Multi-Link in 1996. Mr. Stickle has served since that time as a
Managing Director and now as the President and Chief Operating Officer of
Multi-Link with direct responsibility for all of Multi-Link's operations. From
February 1995 until January 1996, Mr. Stickle was employed as Executive Vice
President of Voice Services, Inc. From 1987 to December 1994, Mr. Stickle was
Sales and Marketing Manager for T.A. Pelsue Company, a manufacturer of
telecommunications products. Mr. Stickle holds a bachelor's degree from the
University of Colorado in marketing and is a certified ISO 9000 Quality
Assurance Advisor.

Keith R. Holder - Director. Mr. Holder became a director of Multi-Link in
February 1999. Since January 1998, Mr. Holder has been the Chief Executive
Officer of Recovery Specialists Inc., a regional environmental company. From
March 1990 to January 1998, Mr. Holder was the founder, Chief Executive Officer
and Director of Triumph Fuels Corporation, a gasoline refining, distribution and
retailing company. Mr. Holder received his Bachelor of Science degree in Geology
from the University of London in 1969.

R. Brad Stillahn - Director. Mr. Stillahn became a director of Multi-Link
in February 1999. Since January 1991, Mr. Stillahn has been the owner, Chairman
and Chief Executive Officer of West Tape & Label, Inc., a national custom label
printer. From 1987 to 1991, Mr. Stillahn was the Director of Corporate Marketing
for Menasha Corporation, a diversified holding company. Mr. Stillahn received
his Masters of Business Administration from Washington University in 1976 and in
1974 received a Bachelor of Arts degree in Economics from the University of
Missouri.

David J. Cutler - Chief Financial Officer. Mr. Cutler joined Multi-Link in
March 1998 and has served as its Chief Financial Officer since that time. From
March 1993 until joining Multi-Link, Mr. Cutler was a self employed consultant
providing accounting and financial advice to small and medium sized companies in
the United Kingdom and the United States. Mr. Cutler has more than 20 years
experience in international finance, accounting and business administration. He
held senior positions with multi-national companies such as Reuters Plc and the
Schlumberger Group and has served as a director for two British publicly quoted
companies -Charterhall Plc and Reliant Group Plc. Mr. Cutler has a masters
degree from St. Catherine College in Cambridge, England and qualified as a
British Chartered Accountant and as an Associate of the Institute of Taxation
with Arthur Andersen & Co. in London. He was subsequently admitted as a Fellow
of the UK Institute of Chartered Accountants. In early 1998, he passed the CPA
examination in the United States.

Committees of the Board of Directors

The board of directors maintains a compensation committee and an audit
committee. The compensation committee is composed of Keith R. Holder and R. Brad
Stillahn, both non-employee directors. The audit committee is composed of Keith
R. Holder and R. Brad Stillahn. The primary function of the compensation
committee is to review and make recommendations to the board of directors with
respect to the compensation, including bonuses, of Multi-Link's officers and to
administer the grants under Multi-Link's stock option plan. The functions of the
audit committee are to review the scope of the audit procedures employed by
Multi-Link's independent auditors, to review with the independent auditors
Multi-Link's accounting practices and policies and recommend to whom reports
should be submitted within Multi-Link, to review with the independent auditors
their final audit reports, to review with Multi-Link's internal and independent
auditors Multi-Link's overall accounting and financial controls, to be available
to the independent auditors during the year for consultation, to approve the
audit fee charged by the independent auditors, to report to the board of
directors with respect to such matters and to recommend the selection of the
independent auditors.

Compensation of Directors

As compensation for serving as directors of Multi-Link, Multi-Link pays
Keith R. Holder and R. Brad Stillahn $250 for each meeting of the board of
directors they attend in person or by telephone. In addition, on the date of
this prospectus, Keith R. Holder and R. Brad Stillahn each received 10 year
options to purchase 10,000 shares of Multi-Link's common stock at $6.00 per
share. The options vest over a three year period commencing one year from the
date of this prospectus. Directors are reimbursed for expenses incurred by them
in attending meetings of the board of directors or its committees.

Executive Compensation

The following table sets forth the compensation paid by Multi-Link for
services rendered during the fiscal years ended September 30, 1998, 1997 and
1996 to Nigel V. Alexander and Shawn B. Stickle. No executive officer of
Multi-Link earned or was paid compensation of more than $100,000 for the year
ended September 30, 1998.

On January 1, 1999, Nigel V. Alexander became the Chief Executive Officer
of Multi-Link and Shawn B. Stickle became the President and Chief Operating
Officer of Multi-Link in place of each being a Managing Director of Multi-Link.
Multi-Link pays consulting fees to Octagon Strategies, Inc. for consulting
services rendered by Nigel V. Alexander to Multi-Link. "Octagon" is a company
wholly-owned by Nigel V. Alexander. All amounts reflected in the salary column
in the following table paid to Mr. Alexander are consulting fees paid to Octagon
for Mr. Alexander's benefit.

Summary Compensation Table

Fiscal Annual Compensation
Year Ended --------------------
Name and Principal Position September 30, Salary Bonus
--------------------------- ------------ ------ -----

Nigel V. Alexander ............ 1998 $40,000 --
Managing Director 1997 $39,960 --
Secretary and Treasurer 1996 $34,042 --

Shawn B. Stickle .............. 1998 $36,000 --
Managing Director 1997 $36,000 --
1996 $29,000 --

Effective January 1, 1999, Multi-Link entered into a three-year consulting
agreement with Octagon and a three-year employment agreement with Shawn B.
Stickle pursuant to which Multi-Link pays Octagon and Mr. Stickle an annual
consulting fee and an annual salary of $53,333 and $48,000, respectively. Any
future increases in compensation under the agreements will be determined by the
compensation committee of the board of directors. The consulting agreement and
the employment agreement require that Messrs. Alexander and Stickle devote their
full business time to Multi-Link and may only be terminated by Multi-Link for
"cause" (as defined in the agreements). If the agreements are terminated,
Octagon and Mr. Stickle are also entitled to receive lump sum payments equal to
the greater of the compensation payable pursuant to the agreements for the
remaining terms thereof or one year's annual payments. The consulting agreement
and employment agreement also contain confidentiality and noncompete provisions.

Life Insurance Policies

Multi-Link intends to obtain key man life insurance policies in the face
amounts of $1,000,000 each on both Nigel V. Alexander and Shawn B. Stickle
following the closing of the offering. The proceeds of these policies will be
payable to Multi-Link.

Stock Option Plan

Multi-Link adopted its stock option plan in 1996 pursuant to which an
aggregate of 300,000 shares of common stock are currently reserved for issuance.

The stock option plan provides for the granting of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code and non-qualified
stock options, reload options and stock appreciation rights. Non-qualified stock
options may be granted to employees, directors and consultants of Multi-Link,

while incentive stock options may be granted only to employees. The stock option
plan is currently administered by the compensation committee of the board of
directors, which determines the terms and conditions of the options granted
under the stock option plan, including the exercise price, the number of shares
subject to a particular option and the exercisability thereof.

The exercise price of all incentive stock options granted under the stock
option plan must be at least equal to the fair market value of Multi-Link's
common stock on the date of grant and must be 110% of fair market value when
granted to a 10% or more stockholder. The exercise price of all non-qualified
stock options granted under the stock option plan may be less than the fair
market value of the common stock on the date of grant. The term of all options
granted under the stock option plan may not exceed ten years, except the term of
incentive stock options granted to a 10% or more stockholder may not exceed five
years. The stock option plan may be amended or terminated by the board of
directors, but no such action may impair the rights of a participant under a
previously granted option.

The stock option plan provides the board of directors or the compensation
committee with the discretion to determine when options granted under the stock
option plan shall become exercisable and the vesting period of such options.

The following table provides information with respect to the stock options
that are currently outstanding:

Number of Shares Exercise Expiration
Grant Date Underlying Options Price Date
---------- ------------------ -------- ---------

January 15, 1997 72,000 $ 0.02 January 14, 2007

January 15, 1997 7,410 $ 0.17 January 14, 2007

June 30, 1997 16,605 $ 0.42 June 29, 2007

December 30, 1997 23,580 $ 2.45 December 29, 2007

June 30, 1998 35,070 $ 4.17 June 29, 2008

December 31, 1998 10,335 $ 6.00 December 30, 2008

No options to purchase shares of common stock have been granted by
Multi-Link to Nigel V. Alexander, Shawn B. Stickle or Octagon during the year
ended September 30, 1998, and none of such persons owned any options to purchase
common stock on September 30, 1998. Multi-Link expects to issue options to
purchase 20,000 shares of common stock to the two non-management directors upon
the successful completion of the offering.

No reload options or stock appreciation rights have been granted pursuant
to the stock option plan.

Multi-Link has no other bonus, profit sharing, pension, retirement, stock
purchase, deferred compensation, or other incentive plan.

Certain Transactions

In January 1996, Octagon and Shawn B. Stickle each purchased 600,000 shares
of common stock from Multi-Link for $0.0083 per share. In March 1997, Octagon
sold 450,000 shares of common stock to the Blackhawk Trust and 150,000 shares of
common stock to Nigel V. Alexander, for $0.017 per share.

In January 1996, Octagon loaned Multi-Link $41,000. Such loan was
unsecured, had an interest rate of 10% per annum and was repaid in September
1998.

In April 1996, CS Capital provided Multi-Link with a factoring facility of
$500,000. Multi-Link issued 61,200 shares of common stock to CS Capital at the
time the facility was obtained. The factoring facility was secured by all of the
assets of Multi-Link, was guaranteed by Nigel V. Alexander and Shawn B. Stickle
and had an implied interest rate of 52% per annum, exclusive of value
attributable to common stock or warrants issued to CS Capital.

In January 1997, Multi-Link issued 68,118 shares of common stock to CS
Capital in connection with a $250,000 loan that CS Capital made to Multi-Link.
The loan was secured by all of the assets of Multi-Link, was guaranteed by Nigel
V. Alexander and Shawn B. Stickle and had an interest rate of 40% per annum.

In January 1997, Multi-Link issued 13,320 shares of common stock to Ronald
Stickle, the father of Shawn B. Stickle, in connection with a $25,000 loan that
Ronald Stickle made to Multi-Link in June 1996. Such loan was unsecured, had an
interest rate of 35% per annum and was repaid in September 1998.

In January 1997, Multi-Link issued 26,640 shares of common stock to Harbour
Settlement in connection with a $60,000 loan that Harbour Settlement made to
Multi-Link in May 1996. Such loan was unsecured, had an interest rate of 15% per
annum and was guaranteed by Nigel V. Alexander and Shawn B. Stickle. The loan
was repaid in September 1998. Harbour Settlement is a trust established for the
benefit of the children of Keith R. Holder, a director of Multi-Link.

In June 1997, Multi-Link issued 28,610 shares of common stock to CS Capital
in connection with a $300,000 loan that CS Capital made to Multi-Link. The loan
was secured by Multi-Link's assets, was guaranteed by Nigel V. Alexander and
Shawn B. Stickle and had an interest rate of 30% per annum.

In January 1998, CS Capital loaned Multi-Link $700,000. The loan was
secured by all of the assets of Multi-Link, was guaranteed by Nigel V. Alexander
and Shawn B. Stickle and had an interest rate of 30% per annum.

In May 1998, all of the outstanding balances on the factoring facility and
the loans that CS Capital had made to Multi-Link were consolidated into a
$1,698,000 term loan that was secured by the assets of Multi-Link, was
guaranteed by Nigel V. Alexander and Shawn B. Stickle, had an interest rate of
25% per annum and was payable in fixed payments of principal and interest
through June 30, 2001.

In September 1998, Westburg loaned Multi-Link $2,100,000. The loan has a
five-year term and bears interest at a current rate of 10.75% per annum as of
December 31, 1998. The loan is payable interest only until September 25, 1999,
and thereafter the outstanding principal balance and accrued interest will be
payable monthly and amortized over ten years. The outstanding principal balance
and all accrued interest thereon will be payable in full on October 31, 2003.
The loan is collateralized by all of the assets of Multi-Link and is guaranteed
personally by Nigel V. Alexander and Shawn B. Stickle. In connection with the
loan, Multi-Link issued Westburg a warrant to purchase 150,000 shares of common
stock of Multi-Link at a price of $4.17 per share. In addition, Nigel V.
Alexander and Shawn B. Stickle have pledged 480,000 shares each of Multi-Link's

common stock owned by them as collateral for the loan. Westburg has agreed to
release such shares from pledge upon the closing of this offering.

In September 1998, Multi-Link paid CS Capital $900,000 on the term loan and
CS Capital converted $300,000 of the term loan into 72,000 shares of
Multi-Link's common stock and warrants to purchase 36,000 shares of Multi-Link's
common stock at a price of $4.17 per share. The warrants are exercisable from
November 17, 1999 through May 17, 2001. The conversion price paid by CS Capital
for the shares of common stock and warrants was the same price that was paid by
nonaffiliated persons to Multi-Link in a private offering that was being
conducted by Multi-Link at that time. Multi-Link paid CS Capital an additional
$328,000 on the loan and $48,000 of accrued interest in November 1998. The
remaining $173,000 balance of the CS Capital term loan bears interest at 15% per
annum until September 30, 1999, at which time the interest rate increases to 25%
per annum. The loan is payable interest only with the principal balance due on
the earlier of June 30, 2001 or the date Multi-Link receives proceeds from this
offering. See "Use of Proceeds."

In January 1999, Nigel V. Alexander purchased 431,250 shares of common
stock from The Blackhawk Trust for $6.00 per share. Mr. Alexander gave The
Blackhawk Trust a promissory note secured by the 431,250 shares in payment of
the purchase price. The promissory note bears interest at a rate of 6% per annum
and is payable on the earlier of January 31, 2009 or the sale of the 431,250
shares by Mr. Alexander.

On February 1, 1999, Multi-Link reduced the exercise price of the warrants
issued to CS Capital from $5.00 to $2.50 per share at the same time Multi-Link
reduced the exercise price of outstanding warrants held by other persons
unaffiliated with Multi-Link who had acquired warrants from Multi-Link at
approximately the same time CS Capital acquired its warrants. As a result of the
3-for-5 reverse split of Multi-Link's outstanding common stock on February 2,
1999, the exercise price of the warrants held by CS Capital and such other
persons was increased to a post-split price of $4.17 per share.

Limitation of Liability and Indemnification

Pursuant to the provisions of the Colorado Business Corporation Act,
Multi-Link has adopted provisions in its restated articles of incorporation
which provide that its directors shall not be personally liable for monetary
damages to Multi-Link or its stockholders for a breach of fiduciary duty as a
director, except for liability as a result of:

o a breach of the director's duty of loyalty to Multi-Link or its
stockholders;

o acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law;

o voting for or assenting to a distribution, which, after giving effect
to the distribution, would result in (a) Multi-Link not being able to
pay its debts as they become due, or (b) Multi-Link's total assets
being less than the sum of its total liabilities plus amounts needed
to satisfy preferential rights upon dissolution of Multi-Link, but
only if it is established that the director did not perform his duties
in good faith, with the care of an ordinary prudent person in a like
position under similar circumstances, and in a manner the director
believed to be in the best interest of Multi-Link, provided that the
personal liability of a director in this circumstance is limited to
the amount of the distribution which exceeds that which could have
been distributed without violation of this paragraph; or

o any transaction from which the director directly or indirectly derives
an improper personal benefit.

Multi-Link's restated articles of incorporation state that Multi-Link shall
indemnify, to the maximum extent permitted by law, any person who is or was a
director or officer of Multi-Link, and may indemnify any other person, against
any claim, liability or expense arising against or incurred by such person made
party to a proceeding because the person is or was a director, officer, agent ,
fiduciary, or employee of Multi-Link or because the person is or was serving
another entity as a director, officer, partner, trustee, employee, fiduciary or
agent at Multi-Link's request. The restated articles of incorporation also
permit Multi-Link to purchase and maintain insurance providing such
indemnification, advance expenses to persons indemnified by Multi-Link, and
provide indemnification to any person by general or specific action of the board
of directors under the bylaws of Multi-Link, by contract or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and control persons
of Multi-Link pursuant to the foregoing provisions, or otherwise, Multi-Link has
been advised that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of Multi-Link's common stock, as of the date of this prospectus, and
as adjusted to reflect the sale of the units offered by this prospectus, by:

o each person who is known by Multi-Link to own beneficially more than
5% of Multi-Link's outstanding common stock,

o each of Multi-Link's executive officers and directors, and

o all executive officers and directors as a group.

Shares of common stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire the shares of common stock
within 60 days are treated as outstanding only when determining the amount and
percentage of common stock owned by such individual. Except as noted below the
table, each person has sole voting and investment power with respect to the
shares of common stock shown. Unless otherwise shown, the address of each person
is 811 Lincoln Street, Suite 500, Denver, Colorado 80203.

Shares of
Common Stock Beneficially
Owned Prior to the Offering
--------------------------- Percentage Owned
Name and Address of Beneficial Owner Number Percent After the Offering
- ------------------------------------ ------ ------- ------------------

Nigel V. Alexander ............................ 581,250 34.4% 20.5%
Shawn B. Stickle .............................. 581,250 34.4% 20.5%
Keith R. Holder
107 Country Club Park Drive
Grand Junction, Colorado 81503 ................ 26,640 1.6% 0.9%

R. Brad Stillahn
3845 Forest
Denver, Colorado .............................. -0- -0- 0%

All officers and directors as a group
(5 persons) ................................... 1,204,140 70.6% 42.2%

CS Capital Corp. ..............................
8301 E. Prentice Ave, #200
Englewood, Colorado 80111 ..................... 229,928 13.6% 8.1%

Westburg Media Capital LP
200 First Avenue West, Suite 400
Seattle, Washington 98119 ..................... 150,000 8.1% 5.0%

In the foregoing table the common stock beneficially owned by:

o Keith R. Holder, represents shares beneficially owned by Harbour
Settlement, a Jersey Channel Islands Trust established for the benefit
of Mr. Holder's children;

o all of the officers and directors as a group, includes 15,000 shares
underlying presently exercisable options but does not include 35,000
shares underlying options that are not exercisable for the next 60
days;

o CS Capital Corp, does not include 36,000 shares underlying options
that are not exercisable for the next 60 days; and

o Westburg Media Capital LP, represents 150,000 shares underlying
presently exercisable warrants.

Escrow Shares

The underwriters' representative, or "representative," has required Nigel
V. Alexander and Shawn B. Stickle to each deposit 100,000 shares of common stock
of Multi-Link owned by such stockholders in an escrow account pursuant to an
escrow agreement with American Securities Transfer & Trust, Inc. The common
stock deposited in the escrow account will be subject to release to the
stockholders on the earlier to occur of:

o Multi-Link achieving basic income of at least $0.75 per share and the
common stock having a bid price of at least $15.00 per share for the
year ended and as of September 31, 2000;

o Multi-Link achieving basic net income of at least $1.25 per share and
a bid price of at least $25.00 per share for the year ended and as of
September 30, 2001;

o exchange, or sale of all or substantially all of the assets or stock
of Multi-Link if any such transaction is approved by the holders of a
majority of the outstanding shares of common stock (excluding the
shares in escrow); or

o seven years after the date of this prospectus.

For purposes of determining the release from escrow, net income will
include the effects of any extraordinary items and will be based on basic net
income per share and on the audited financial statements of Multi-Link for the
respective periods. The shares of common stock held in escrow are not
transferable or assignable, although they may be voted by the stockholders. The
earnings levels and per share prices set forth above were determined by
negotiation between Multi-Link and the representative and should not be
construed to imply or predict any future earnings by Multi-Link or the market
price of the common stock.

DESCRIPTION OF SECURITIES

The following summary description of Multi-Link's securities is not
complete and is qualified in its entirety by reference to Multi-Link's restated
articles of incorporation and bylaws.

The authorized capital stock of Multi-Link consists of 20,000,000 shares of
no par value common stock and 5,000,000 shares of $0.01 par value preferred
stock, which Multi-Link may issue in one or more series as determined by the
board of directors. There currently are 1,691,542 shares of common stock issued
and outstanding that are held of record by 32 shareholders.

Units

Each unit being offered in this prospectus consists of one share of common
stock and one warrant. The common stock and warrants are separately
transferable.

Common Stock

Each holder of record of common stock is entitled to one vote for each
share held on all matters properly submitted to the stockholders for their vote.
Cumulative voting in the election of directors is not authorized by the restated
articles of incorporation.

Holders of outstanding shares of common stock are entitled to those
dividends declared by the board of directors out of legally available funds and,
in the event of liquidation, dissolution or winding up of the affairs of
Multi-Link, holders are entitled to receive, pro rata, the net assets of
Multi-Link available to the stockholders. Holders of outstanding common stock
have no preemptive, conversion or redemption rights. All of the issued and
outstanding shares of common stock are, and all unissued shares of common stock,
when offered and sold will be, duly authorized, validly issued, fully paid and
nonassessable. To the extent that additional shares of common stock may be
issued in the future, the relative interests of the then existing stockholders
may be diluted.

There is currently no trading market for the common stock or warrants of
Multi-Link, and there can be no assurance that a trading market will develop in
the future. Further, the outstanding shares of common stock are restricted
securities as that term is defined in Rule 144 under the Securities Act of 1933,
as amended, and cannot be resold without registration under the Securities Act
of 1933, as amended, or an exemption from registration.

Preferred Stock

Multi-Link's board of directors is authorized to issue from time to time,
without stockholder authorization, in one or more designated series, any or all
of the authorized but unissued shares of preferred stock with such dividend,
redemption, conversion, and exchange provisions as may be provided by the board
of directors with regard to such particular series. Any series of preferred
stock may possess voting, dividend, liquidation, and redemption rights superior
to those of the common stock. The rights of the holders of common stock will be
subject to and may be adversely affected by the rights of the holders of any
preferred stock that may be issued in the future. Issuance of a new series of
preferred stock could make it more difficult for a third party to acquire, or
discourage a third party from acquiring, the outstanding shares of common stock
of Multi-Link and make removal of the board of directors more difficult. No
shares of preferred stock are currently issued and outstanding, and Multi-Link
has no present plans to issue any shares of preferred stock.

Warrants

Two warrants will entitle the holder to purchase one share of common stock
at an exercise price of $9.00 for a period of 36 months from the date hereof
subject to Multi-Link's redemption rights described below. The warrants will be
issued pursuant to the terms of a warrant agreement between Multi-Link and the
"warrant agent," American Securities Transfer & Trust, Incorporated. Multi-Link
has authorized and reserved for issuance the shares of common stock issuable on
exercise of the warrants. The warrants are exercisable to purchase a total of
575,000 shares of common stock of Multi-Link unless the underwriter's
over-allotment option relating to the warrants is exercised, in which case the
warrants are exercisable to purchase a total of 661,250 shares of common stock.

The warrant exercise price and the number of shares of common stock
purchasable upon exercise of the warrants are subject to adjustment in the event
of, among other events, a stock dividend on, or a subdivision, recapitalization
or reorganization of, the common stock, or the merger or consolidation of
Multi-Link with or into another corporation or business entity.

Commencing one year from the date of this prospectus and until the
expiration of the warrants, Multi-Link, may redeem outstanding warrants, in
whole but not in part, upon not less than 30 days' notice, at a price of $0.05
per warrant, provided that the closing bid price of the common stock equals or
exceeds 125% of the warrant exercise price ($9.00 per share) for 20 consecutive
trading days. The redemption notice must be provided not more than five business
days after conclusion of the 20 consecutive trading days in which the closing
bid price of the common stock equals or exceeds 125% of the warrant exercise
price per share. In the event Multi-Link exercises its right to redeem the
warrants, the warrants will be exercisable until the close of business on the
date fixed for redemption in such notice. If any warrant called for redemption
is not exercised by such time, it will cease to be exercisable and the holder
thereof will be entitled only to the redemption price.

Multi-Link must have on file a current registration statement with the SEC
pertaining to the common stock underlying the warrants in order for a holder to
exercise the warrants or in order for the warrants to be redeemed by Multi-Link.
The shares of common stock underlying the warrants must also be registered or
qualified for sale under the securities laws of the states in which the warrant
holders reside. Multi-Link intends to use its best efforts to keep the
registration statement incorporating this prospectus current, but there can be
no assurance that such registration statement (or any other registration
statement filed by Multi-Link covering shares of common stock underlying the
warrants) can be kept current. In the event the registration statement covering
the underlying common stock is not kept current, or if the common stock
underlying the warrants is not registered or qualified for sale in the state in
which a warrant holder resides, the warrants may be deprived of any value.

Multi-Link is not required to issue any fractional shares of common stock
upon the exercise of warrants or upon the occurrence of adjustments pursuant to
anti-dilution provisions. Multi-Link will pay to holders of fractional interests
an amount equal to the cash value of such fractional interests based upon the
then-current market price of a share of common stock.

The warrants may be exercised upon surrender of the certificate
representing such warrants on or prior to the expiration date (or earlier
redemption date) of such warrants at the offices of the warrant agent with the
form of "Election to Purchase" on the reverse side of the warrant certificate
completed and executed as indicated, accompanied by payment of the full exercise
price by check payable to the order of Multi-Link for the number of warrants
being exercised. Shares of common stock issued upon exercise of warrants for
which payment has been received in accordance with the terms of the warrants
will be fully paid and nonassessable.

The warrants do not confer upon the warrantholder any voting or other
rights of a shareholder of Multi-Link. Upon notice to the warrantholders,
Multi-Link has the right to reduce the exercise price or extend the expiration
date of the warrants. Although this right is intended to benefit warrantholders,

to the extent Multi-Link exercises this right when the warrants would otherwise
be exercisable at a price higher than the prevailing market price of the common
stock, the likelihood of exercise, and the resultant increase in the number of
shares outstanding, may impede or make more costly a change in control of
Multi-Link.

Anti-Takeover Provisions

Multi-Link's restated articles of incorporation and bylaws contain
provisions that may make it more difficult for a third party to acquire, or may
discourage acquisition bids for, Multi-Link. The board of directors of
Multi-Link is authorized, without action of its shareholders, to issue
authorized but unissued common stock and preferred stock. The existence of
undesignated preferred stock and authorized but unissued common stock enables
Multi-Link to discourage or to make it more difficult to obtain control of
Multi-Link by means of a merger, tender offer, proxy contest or otherwise. The
restated articles of incorporation and bylaws provide further that:

o directors may be elected for three-year terms, with approximately
one-third of the board of directors standing for election each year;

o to alter or repeal the staggered board provision or other measures in
the restated articles of incorporation and bylaws relating to the
matters listed in this paragraph, the affirmative vote of the holders
of not less than two-thirds of the votes entitled to be cast by the
holders of all stock entitled to vote in the election of directors is
required;

o the unanimous vote of the board of directors or the affirmative vote
of the holders of not less than two-thirds of the votes entitled to be
cast by the holders of all stock entitled to vote in the election of
directors is required to change the size of the board of directors;
and

o directors may only be removed for cause by holders of not less than
two-thirds of the common stock.

Transfer Agent, Warrant Agent and Registrar

Multi-Link has retained American Securities Transfer & Trust, Inc. to serve
as the transfer agent and registrar for the common stock and warrant agent for
the warrants.

SHARES ELIGIBLE FOR FUTURE SALE

On completion of this offering, Multi-Link will have 2,841,542 shares of
common stock outstanding, assuming no warrants are exercised. If the
underwriters' over-allotment option is exercised in full, 3,014,042 shares of
common stock will be outstanding. Of these shares, the 1,150,000 shares of
common stock sold in this offering and any shares sold by Multi-Link upon
exercise of the underwriters' over-allotment option will be freely transferable
by persons other than "affiliates" of Multi-Link as that term is defined under
the Securities Act of 1933, as amended, without restriction or further
registration.

The remaining 1,691,542 outstanding shares of common stock are "restricted
securities" within the meaning of Rule 144 under the Securities Act of 1933, as
amended, and may not be sold in the absence of registration unless an exemption
from registration is available, including the exemption contained in Rule 144.
All of such shares become eligible for sale under Rule 144 commencing 90 days
after the date of this prospectus through November 1999. Pursuant to the terms
of the underwriting agreement, the representative has required that the shares
of common stock owned by officers, directors and the current shareholders may
not be sold until at least 12 months from the date of this prospectus without
its prior written consent. Of the shares owned by Nigel V. Alexander and Shawn
B. Stickle, 200,000 shares are subject to an escrow arrangement and may, under
certain circumstances, be released as late as seven years after the date of this
prospectus. In the absence of agreements with the representative, the
outstanding restricted common stock could be sold in accordance with Rule 144 as
described above. See "Underwriting" for a more in depth description of the
underwriting agreement.

In general, under Rule 144 as currently in effect, a shareholder who has
beneficially owned shares of common stock for at least one year is entitled to
sell, within any three-month period, a number of "restricted" shares that does
not exceed the greater of 1% of the then outstanding shares of common stock or
the average weekly trading volume during the four calendar weeks preceding such
sale. Sales under Rule 144 are also subject to certain manner of sale
limitations, notice requirements and the availability of current public
information about Multi-Link. Rule 144(k) provides that a shareholder who is not
deemed to be an "affiliate" and who has beneficially owned shares of common
stock for at least two years is entitled to sell such shares at any time under
Rule 144(k) without regard to the limitations described above.

In addition to the shares of common stock that are currently outstanding, a
total of 300,000 shares of common stock have been reserved for issuance upon
exercise of options granted under the stock option plan, under which options to
acquire 165,000 shares of common stock at exercise prices of between $0.017 and
$4.17 per share have been granted and are exercisable at various times through
2008 and options to purchase an additional 20,000 shares of Multi-Link's common
stock at $6.00 per share have been granted and are exercisable until 2009.
Ninety days after the date of this prospectus, Multi-Link plans to file a
registration statement on Form S-8 to register the shares of common stock that
have been reserved for issuance upon exercise of options granted under the stock
option plan. Once registered, the shares of common stock issued upon exercise of
such options will be freely tradable without restriction under the Securities
Act 1933, as amended, except for shares held by an "affiliate" of Multi-Link,
which shares will remain subject to certain restrictions. In addition, the
representative has required all holders of options to agree not to sell,
transfer, hypothecate or convey any shares of common stock issued upon exercise
of stock options for a period of 13 months after the date hereof, except as
specified below. Multi-Link may permit the sale from time to time of common
stock issued upon exercise of stock options by persons who are not directors or
officers of Multi-Link; provided that such sales shall not exceed an aggregate
of 30,000 shares of common stock during the 13 month period after this offering.
All sales of common stock issued upon exercise of stock options within the 13
month period must be made through the representative.

Multi-Link also has outstanding warrants to purchase 133,500 shares of
common stock that are not exercisable until November 17, 1999. These warrants
are exercisable at a price of $5.00 per share as to 15,000 shares and at a price
of $4.17 per share as to 118,500 shares. Multi-Link has agreed to register these
shares of common stock for public resale.

Multi-Link also has outstanding warrants to purchase 150,000 shares of
common stock at a price of $4.17 per share that expire on the date of this
prospectus.

Multi-Link is unable to estimate the number of shares that may be sold in
the future by the existing holders of shares of Multi-Link's common stock or
holders of options or warrants that are outstanding or the effect, if any, that
sales of shares of common stock by such persons will have on the market price of
the common stock prevailing from time to time. Sales of substantial amounts of
common stock by such persons could adversely affect the then prevailing market
prices.

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the
underwriters named below, for which Schneider Securities, Inc. is acting as the
underwriters' representative, or "representative," have agreed to purchase from
Multi-Link the number of units set forth opposite their names, and will purchase
the units at the price to public less underwriting discount set forth on the
cover page of this prospectus:

Number
Underwriter of Units
----------- --------

Schneider Securities, Inc. ............................

---------
Total ................................................. 1,150,000
=========

The underwriting agreement provides that the underwriters' obligations are
subject to conditions precedent and that the underwriters are committed to
purchase all units offered hereby (other than those covered by the
over-allotment option described below) if the underwriters purchase any such
securities.

The representative has advised Multi-Link that the underwriters propose to
offer the units offered hereby directly to the public at the price to public set
forth on the cover page of this prospectus, and that they may allow to certain
dealers which are members of the National Association of Securities Dealers,
Inc., concessions not in excess of $-----------. After the initial public
distribution of the units is completed, the price of the shares of common stock
and warrants may change as a result of market conditions. No change in such
terms will change the amount of proceeds to be received by Multi-Link as set
forth on the cover page of this prospectus. The representative has further
advised Multi-Link that the underwriters do not intend to confirm sales to any
accounts over which any of them exercises discretionary authority.

Multi-Link has agreed to pay the representative a nonaccountable expense
allowance of 3% of the aggregate public offering price of the units offered,
including units sold on exercise of the over-allotment option, of which $45,000
has been previously paid to the representative. Multi-Link has also agreed to
pay all expenses in connection with qualifying the units offered hereby for sale
under the laws of such states as the representative may designate.

Multi-Link has granted the underwriters an option, exercisable for 45 days
after the date of this prospectus, to purchase up to 172,500 additional units at
the same price as the initial units offered. The underwriters may purchase the
units solely to cover over-allotments, if any, in connection with the sale of
the units offered hereby. If the over-allotment option is exercised in full, the
total public offering price, underwriting discounts and commissions and proceeds
to Multi-Link will be $7,935,000, $793,500 and $7,141,500, respectively.

The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934, as amended. Over-allotment involves
syndicate sales in excess of the offering size, which create a syndicate short
position Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum.
Syndicate covering transactions involve purchases of the securities in the open
market after the distribution has been completed in order to cover syndicate

short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a syndicate member when the securities originally sold by such
syndicate member are purchased in a syndicate covering transaction to cover
syndicate short positions. Such stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the common stock or
warrants to be higher than they would otherwise be in the absence of such
transactions.

Neither Multi-Link nor the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock or warrants. In
addition, neither Multi-Link nor any of the underwriters makes any
representation that the underwriters will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.

Multi-Link's officers, directors and shareholders owning 1% or more of the
outstanding common stock (including derivative securities of Multi-Link), have
agreed not to offer, sell or otherwise dispose of any shares of common stock or
derivative securities of Multi-Link for a period of 13 months after the date of
this prospectus without the prior written consent of the representative. All
officers, directors and holders of 5% or more of the common stock of Multi-Link
have further agreed not to offer, sell or otherwise dispose of any capital stock
or derivative securities of Multi-Link through a "Regulation S" transaction for
a minimum period of five years from the date of this prospectus without the
prior written consent of the representative. Each of the shareholders of
Multi-Link who owns less than 1% of the outstanding shares of common stock of
Multi-Link has also agreed not to offer, sell or otherwise dispose of any shares
of common stock for a period of 12 months after the date of this prospectus
without the prior written consent of the representative. Collectively, these
periods in which the common stock or derivative securities of Multi-Link cannot
be offered, sold or otherwise disposed of, are referred to in this prospectus as
the "lock-up period." The representative has no present intention to waive or
shorten the lock-up period.

Multi-Link will sell to the representative on completion of the offering,
for a total purchase price of $100, the representative's option for the purchase
of units entitling the representative or its assigns to purchase one unit for
each 10 units sold to the public (excluding the units sold in the over-allotment
option). The representative's option will be exercisable commencing one year
from the date of this prospectus and will expire five years from such date. Two
of the warrants included in the units underlying the representative's option
will be exercisable to purchase one share of common stock at an exercise price
of $9.00 per share during the three year term of the warrants. The
representative's option will contain certain anti-dilution provisions and
provide for the cashless exercise of the representative's option utilizing
securities of Multi-Link (which may include the implicit value of the
representative's option or warrants being surrendered). The exercise price of
the representative's option to purchase units is 120% of the public offering
price or $7.20 per unit.

Multi-Link will set aside and at all times have available a sufficient
number of securities to be issued upon exercise of the representative's option.
The representative's option and underlying securities will be restricted from
sale, transfer, assignment or hypothecation for a period of one year after the
date of this prospectus, except to officers of the representative,
co-underwriters, selling group members and their officers, employees or
partners. Thereafter, the representative's option and underlying units will be
transferable provided such transfer is in accordance with the provisions of the
Securities Act of 1933, as amended. Subject to certain limitations and
exclusions, Multi-Link has agreed, at the request of representative, to register
the common stock included in the units and underlying the warrants included in
the units issuable upon exercise of the representative's option.

Upon any solicited exercise of the warrants after one year from the date of
this prospectus, Multi-Link will pay the representative a fee of 5% of the
aggregate exercise price for warrant exercises if:

o the market price of the common stock on the date the warrant is
exercised is greater than the then exercise price of the warrant;

o the exercise of the warrant was solicited by a member of the National
Association of Securities Dealers, Inc. as designated in writing on
the warrant certificate subscription form (provided that any request
for exercise will be presumed to be unsolicited unless the customer
states in writing that the transaction was solicited and designates
the broker-dealer to receive compensation);

o the warrant is not held in a discretionary account;

o disclosure of compensation arrangements was made both at the time of
the offering and at the time of exercise of the warrant; and

o the solicitation of exercise of the warrant was not in violation of
Regulation M promulgated under the Securities Exchange Act of 1934, as
amended.

A portion of the 5% fee may be reallowed by the representative to participating
broker-dealers.

Regulation M prohibits the representative from engaging in any market
making activities with regard to Multi-Link's securities during the period
commencing as of the date on which the representative becomes a participant in
the solicitation of the exercise of warrants until the termination of such
solicitation activity. As a result, the representative may be unable to make a
market in Multi-Link's securities during certain periods while the warrants are
exercisable.

For a period of three years from the date hereof, the representative has a
preferential right to purchase for its account or to sell for the account of
Multi-Link (or any successors), or any subsidiaries of Multi-Link, any
securities with respect to which any of them may seek to sell, publicly or
privately, for cash other than transactions with a lending institution.

Multi-Link and the representative have entered into a non-exclusive
agreement which provides that, if the representative arranges for the purchase
or sale of substantially all of the assets of Multi-Link, or for a merger,
consolidation or acquisition accepted by Multi-Link during the five-year period
commencing on the date of this prospectus, the representative will receive a fee
based on a sliding scale ranging from 5% of the first $1 million of
consideration and decreasing to 3% of consideration in excess of $2 million.

Multi-Link and the representative have entered into an agreement which
provides that for a period of three years from the date of this prospectus, all
public sales of Multi-Link's securities by officers, directors and shareholders
of Multi-Link at the time of this prospectus shall be effected through or with
the representative on an exclusive basis, provided that the representative
offers the best price reasonably available. In addition, for a period of three
years commencing two years from the date of this prospectus, in the case of
private transactions in Multi-Link's common stock, such selling security holders
specified above shall offer the representative the exclusive opportunity to
purchase or sell the common stock on terms at least as favorable as the selling
security holder can obtain elsewhere.

For a period of five years after the date hereof, the representative has
the right to have an observer attend meetings of Multi-Link's board of directors
and receive the same compensation (excluding grants of options) and expenses
paid to Multi-Link's directors.

Prior to this offering, there has not been a public market for Multi-Link's
securities. The public offering price of the units and the exercise price of the
warrants has been determined by arms-length negotiation between Multi-Link and
the representative. There is no direct relation between the offering price of
the units and the assets, book value or net worth of Multi-Link. Among the

factors considered by Multi-Link and the representative in pricing the units and
in determining the exercise price of the warrants were the results of
operations, the current financial condition and future prospects of Multi-Link,
the experience of management, the amount of ownership to be retained by present
stockholders, the general condition of the economy and the securities markets
and the demand for securities of companies considered comparable to Multi-Link.

In connection with this offering, Multi-Link and the underwriters have
agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, and if such
indemnification is unavailable or insufficient, Multi-Link and the underwriters
have agreed to damage contribution arrangements based upon relative benefits
received from this offering and relative fault resulting in such damage.

LEGAL MATTERS

The validity of the common stock and warrants offered hereby will be passed
upon by Smith McCullough, P.C. Certain legal matters will be passed upon for the
representative by Berliner Zisser Walter & Gallegos, P.C.

EXPERTS

The consolidated balance sheet of Multi-Link as of September 30, 1998 and
the consolidated statements of operations and comprehensive income (loss),
stockholders' equity and cash flows for the year ended September 30, 1998
included in this prospectus have been included herein in reliance on the report
of HEIN + ASSOCIATES LLP, independent certified public accountants, given on the
authority of that firm as experts in auditing and accounting.

The consolidated statements of operations and comprehensive income (loss),
stockholder's equity and cash flows for the year ended September 30, 1997 and
for the period from January 22, 1996 to September 30, 1996 included in this
prospectus have been included herein in reliance on the report of James E.
Scheifley & Associates, PC, independent certified public accountants, given on
the authority of that firm as experts in auditing and accounting.

With respect to the unaudited interim consolidated financial information
for the three months ended December 31, 1997 and 1998, the independent certified
public accountants have not audited such consolidated financial information and
have not expressed an opinion or any other form of assurance with respect to
such consolidated financial information.

On December 16, 1998, Multi-Link engaged HEIN & ASSOCIATES LLP as
Multi-Link's principal independent accountant in place of James E. Scheifley &
Associates, PC. On December 16, 1998, Multi-Link requested and received the
resignation of James E. Scheifley & Associates, PC. There were no disagreements
between Multi-Link and James E. Scheifley & Associates, PC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of James E.
Scheifley & Associates, PC, would have caused James E. Scheifley & Associates,
PC to make reference in its reports to the subject matter of such disagreements.
The opinion of James E. Scheifley & Associates, PC on Multi-Link's consolidated
financial statements for the fiscal year ended September 30, 1997, and for the
period from January 22, 1996 to September 30, 1996 contained no adverse opinion
or disclaimer of opinion, nor was such opinion qualified as to uncertainty,
audit scope or accounting principles. The decision to change accountants was
approved by Multi-Link's board of directors.

INDEX TO FINANCIAL STATEMENTS

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

PAGE
----

Independent Auditors' Reports............................................... F-2

Consolidated Balance Sheets - September 30, 1998 and
December 31, 1998 (Unaudited).......................................F-4

Consolidated Statements of Operations and Comprehensive Income (Loss) - For the
Period from Inception (January 22, 1996) to September 30, 1996, for the
Years Ended September 30, 1997 and 1998, and for the Three Months Ended
December 31, 1997 and
1998 (Unaudited)................................................... F-5

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - For the
Period from Inception (January 22, 1996) to September 30, 1996, for the
Years Ended September 30, 1997 and 1998, and for the Three Months Ended
December 31, 1998 (Unaudited)...................................... F-6

Consolidated Statements of Cash Flows - For the Period from Inception (January
22, 1996) to September 30, 1996, for the Years Ended September 30, 1997
and 1998, and for the Three Months Ended December 31, 1997 and 1998
(Unaudited).........................................................F-7

Notes to Consolidated Financial Statements.................................. F-8

F-1

INDEPENDENT AUDITOR'S REPORT

Shareholders and Board of Directors
Multi-Link Telecommunications, Inc. and Subsidiary
Denver, Colorado

We have audited the accompanying consolidated balance sheet of Multi-Link
Telecommunications, Inc. and subsidiary as of September 30, 1998 and the related
consolidated statements of operations and comprehensive income (loss), changes
in stockholders' equity (deficit), and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Multi-Link Telecommunications, Inc. and subsidiary as of September 30, 1998 and
of the results of their operations and their cash flows for the year then ended,
in conformity with generally accepted accounting principles.

/s/ Hein + Associates LLP
HEIN + ASSOCIATES LLP

Denver, Colorado
January 21, 1999, except for Note 4 for which the
date is February 10, 1999

F-2

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Multi-Link Holdings, Inc. and Subsidiary

We have audited the consolidated balance sheet of Multi-Link Holdings, Inc. and
Subsidiary as of September 30, 1997 and 1996 and the accompanying related
consolidated statements of operations and comprehensive loss, stockholders'
equity, and cash flows for the year ended September 30, 1997 and the period from
inception (January 22, 1996) to September 30, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Multi-Link Holdings, Inc. and
Subsidiary as of September 30, 1997 and 1996, and of the results of its
operations and comprehensive loss and cash flows for the year ended September
30, 1997 and the period ended September 30, 1996, in conformity with generally
accepted accounting principles.

/s/ James E. Scheifley & Associates, PC
James E. Scheifley & Associates, PC
Certified Public Accountants

Englewood, Colorado
February 13, 1998

F-3

MULTI-LINK TELECOMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, DECEMBER 31,
1998 1998
------------ ------------
(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents ................................................ $ 555,852 $ 188,574
Accounts receivable - trade, net of allowance for doubtful
accounts of $46,563 and $43,438 (unaudited), respectively ........... 104,284 198,042
Note receivable .......................................................... -- 204,453
----------- -----------
Total current assets ............................................ 660,136 591,069

PROPERTY AND EQUIPMENT, net .................................................. 683,966 688,844

OTHER ASSETS:
Deferred financing and offering costs .................................... 161,369 111,324
Intangible assets, less amortization of $349,160 and $376,555
(unaudited), respectively ........................................... 241,244 286,580
----------- -----------

TOTAL ASSETS ................................................................. $ 1,746,715 $ 1,677,817
=========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable ......................................................... $ 153,432 $ 33,123
Accrued expenses ......................................................... 199,639 95,108
Deferred revenue ......................................................... 161,431 148,876
Notes payable - related parties, current portion ......................... 421,167 179,916
Notes payable and current portion of long-term debt ...................... 179,829 179,452
----------- -----------
Total current liabilities ....................................... 1,115,498 636,475

NOTES PAYABLE - RELATED PARTIES, LESS CURRENT PORTION ........................ 247,807 113,570

LONG-TERM DEBT, LESS CURRENT PORTION ......................................... 2,222,065 2,301,721

COMMITMENTS (Note 7)

STOCKHOLDERS' DEFICIT:
Preferred stock, $.01 par value; 5,000,000 shares authorized;
none issued ......................................................... -- --
Common stock, no par value; 20,000,000 shares authorized,
1,570,152 and 1,691,542 (unaudited) shares issued and
outstanding, respectively ........................................... 442,591 822,771
Accumulated deficit ...................................................... (2,281,246) (2,196,720)
----------- -----------
Total stockholders' deficit ..................................... (1,838,655) (1,373,949)
----------- -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT .................................. $ 1,746,715 $ 1,677,817
=========== ===========

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

F-4

MULTI-LINK TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)

FOR THE
PERIOD FROM
INCEPTION FOR THE THREE
(JANUARY 22, 1996) FOR THE YEARS ENDED MONTHS ENDED
TO SEPTEMBER 30, DECEMBER 31,
SEPTEMBER 30, --------------------- -----------------------
1996 1997 1998 1997 1998
---------------- ---- ---- ---- ----
(Unaudited)

NET REVENUES .............................. $ 221,824 $ 1,154,161 $ 1,859,276 $ 413,046 $ 512,714

COST OF SERVICES AND PRODUCTS ............. 82,572 348,413 371,391 92,933 95,994
----------- ----------- ----------- ----------- -----------

GROSS MARGIN .............................. 139,252 805,748 1,487,885 320,113 416,720

OPERATING EXPENSES:
Sales and advertising ................. 306,979 692,247 155,270 114,547 10,017
General and administrative ............ 313,957 847,807 742,527 190,385 169,954
Depreciation .......................... 30,263 61,943 80,513 20,368 21,694
Amortization .......................... 2,916 5,000 41,674 1,250 27,395
Impairment of goodwill ................ 299,570 -- -- -- --
----------- ----------- ----------- ----------- -----------
Total operating expenses .......... 953,685 1,606,997 1,019,984 326,550 229,060
----------- ----------- ----------- ----------- -----------

INCOME (LOSS) FROM OPERATIONS ............. (814,433) (801,249) 467,901 (6,437) 187,660

INTEREST INCOME (EXPENSE), net ........ (60,749) (437,198) (635,518) (137,656) (103,134)
----------- ----------- ----------- ----------- -----------

NET INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS) ............. $ (875,182) $(1,238,447) $ (167,617) $ (144,093) $ 84,526
=========== =========== =========== =========== ===========
NET INCOME (LOSS) PER
COMMON SHARE:
Basic ................................. $ (.71) $ (.89) $ (.11) $ (.10) $ .05
=========== =========== =========== =========== ===========
Diluted ............................... $ (.71) $ (.89) $ (.11) $ (.10) $ .05
=========== =========== =========== =========== ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
Basic ................................. 1,229,640 1,392,568 1,496,905 1,490,698 1,632,325
=========== =========== =========== =========== ===========
Diluted ............................... 1,229,640 1,392,568 1,496,905 1,490,698 1,750,020
=========== =========== =========== =========== ===========

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

F-5

MULTI-LINK TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (JANUARY 22, 1996) TO SEPTEMBER 30, 1996,
FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1998, AND
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED)

COMMON STOCK
------------------------ Accumulated
Shares Amount Deficit Total
------ ------ ----------- -----

BALANCES, January 22, 1996 ................... -- $ -- $ -- $ --

Common stock for cash .................... 1,200,000 10,000 -- 10,000
Common stock issued for services ......... 61,200 1,020 -- 1,020
Net loss ................................. -- -- (875,182) (875,182)
----------- ----------- ----------- -----------
BALANCES, September 30, 1996 ................. 1,261,200 11,020 (875,182) (864,162)

Common stock issued for services ......... 92,810 14,191 -- 14,191
Common stock issued for loans ............ 136,688 23,940 -- 23,940
Net loss ................................. -- -- (1,238,447) (1,238,447)
----------- ----------- ----------- -----------
BALANCES, September 30, 1997 ................. 1,490,698 49,151 (2,113,629) (2,064,478)

Warrants issued for loans ................ -- 73,440 -- 73,440
Common stock issued in exchange for debt . 79,454 320,000 -- 320,000
Net loss ................................. -- -- (167,617) (167,617)
----------- ----------- ----------- -----------
BALANCES, September 30, 1998 ................. 1,570,152 442,591 (2,281,246) (1,838,655)

Common stock issued for private placement
(unaudited) ........................ 141,600 350,901 -- 350,901
Common stock issued in exchange for debt
(unaudited) ........................ 8,400 35,000 -- 35,000
Shares repurchased (unaudited) ........... (28,610) (5,721) -- (5,721)
Net income (unaudited) ................... -- -- 84,526 84,526
----------- ----------- ----------- -----------
BALANCES, December 31, 1998 (Unaudited) ...... 1,691,542 $ 822,771 $(2,196,720) $(1,373,949)
=========== =========== =========== ===========

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

F-6

MULTI-LINK TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE
PERIOD FROM
INCEPTION FOR THE THREE
(JANUARY 22, 1996) FOR THE YEARS ENDED MONTHS ENDED
TO SEPTEMBER 30, DECEMBER 31,
SEPTEMBER 30, -------------------- --------------------
1996 1997 1998 1997 1998
---------------- ---- ---- ---- ----
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ..................................... $ (875,182) $(1,238,447) $ (167,617) $ (144,093) $ 84,526
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization .................... 33,179 66,943 122,187 21,618 49,089
Impairment of goodwill ........................... 299,570 -- -- -- --
Amoritization of debt discount and
issuance costs ................................. -- -- -- -- 7,175
Common stock issued for services
and loans ...................................... 1,020 38,131 -- -- --
Bad debt expense ................................. 8,929 64,038 95,299 23,850 25,514
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable .............................. (30,680) (186,647) (49,190) (2,771) (103,093)
Deferred factoring costs and other
prepayments ................................... (52,709) (54,871) 107,492 18,948 (16,179)
Increase (decrease) in:
Accounts payable ................................. 157,519 305,494 (63,449) 17,107 (120,309)
Accrued expenses ................................. 55,209 49,128 (214,471) (41,453) (104,531)
Deferred revenue ................................. 36,177 (40,559) 60,318 (8,235) (12,555)
----------- ----------- ----------- ----------- -----------
Net cash used in operating activities ............... (366,968) (966,790) (109,431) (115,029) (190,363)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of subscriber accounts ....................... -- -- (265,834) -- (72,731)
Sale (purchase) of fixed assets ....................... 800 (38,446) -- -- (26,572)
Advance of note receivable ............................ -- -- -- -- (204,453)
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in)
investing activities ........................... 800 (38,446) (265,834) -- (303,756)

CASH FLOWS FROM FINANCING ACTIVITIES:

Debt issue costs ...................................... -- -- (70,154) -- --
Offering costs ........................................ -- -- (91,215) -- (192,557)
Payment of related party notes payable ................ (14,472) (364,035) (1,546,938) (383,567) (448,594)
Advances under related party notes payable ............ 325,817 1,342,913 1,673,641 555,253 79,283
Advances under notes payable .......................... 80,000 36,241 1,197,215 5,971 150,000
Payment of notes payable .............................. (12,500) (15,580) (248,412) (60,140) (45,570)
Repurchase of outstanding shares ...................... -- -- -- -- (5,721)
Proceeds from issuance of common stock ................ 10,000 -- -- -- 590,000
----------- ----------- ----------- ----------- -----------
Net cash provided by financing activities .......... 388,845 999,539 914,137 117,517 126,841

INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS ...................................... 22,677 (5,697) 538,872 2,488 (367,278)

CASH AND CASH EQUIVALENTS,
at beginning of period ................................ -- 22,677 16,980 16,980 555,852
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
at end of period ...................................... $ 22,677 $ 16,980 $ 555,852 $ 19,468 $ 188,574
=========== =========== =========== =========== ===========

MULTI-LINK TELECOMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

FOR THE
PERIOD FROM
INCEPTION FOR THE THREE
(JANUARY 22, 1996) FOR THE YEARS ENDED MONTHS ENDED
TO SEPTEMBER 30, DECEMBER 31,
SEPTEMBER 30, -------------------- --------------------
1996 1997 1998 1997 1998
---------------- ---- ---- ---- ----
(Unaudited)

SUPPLEMENTAL SCHEDULE OF CASH
FLOW INFORMATION:

Cash paid for interest ................................ $ 73,508 $ 298,331 $ 652,199 $ 59,381 $ 125,041
=========== =========== =========== =========== ===========
Cash paid for taxes ................................... $ -- $ -- $ -- $ -- $ --
=========== =========== =========== =========== ===========
Equipment acquired through capital leases ............. $ 17,465 $ 14,295 $ -- $ -- $ --
=========== =========== =========== =========== ===========
Equipment acquired through debt ....................... $ 281,050 $ 475,444 $ 23,016 $ -- $ --
=========== =========== =========== =========== ===========
Conversion of notes payable to equity ................. $ -- $ -- $ 320,000 $ -- $ 35,000
=========== =========== =========== =========== ===========
Fair value of warrants granted for loans .............. $ -- $ -- $ 73,440 $ -- $ --
=========== =========== =========== =========== ===========
Liabilities assumed in business combination
accounted for as a purchase .......................... $ 315,485 $ -- $ -- $ -- $ --
=========== =========== =========== =========== ===========

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

F-7

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations - Multi-Link Telecommunications, Inc.
(Telecommunications) was incorporated in the state of Colorado in January
1996 under the name Multi-Link Holdings, Inc. Multi-Link Holdings, Inc. was
renamed Multi-Link Telecommunications, Inc. in May 1998. On February 15,
1996, Telecommunications acquired 97.5% of the issued common stock of Voice
Services, Inc., a Colorado corporation. Voice Services Inc. was renamed
Multi-Link Communications, Inc. (Communications) in April 1996. In May
1996, Communications purchased a Glenayre Modular Voice Processor and
launched a new range of custom designed voice and fax messaging products
targeted at business users in the Denver and Boulder local calling areas.

Principles of Consolidation - The consolidated financial statements include
the accounts of Telecommunications and its 97.5% owned subsidiary,
Communications (collectively the "Company"). All significant intercompany
transactions and accounts have been eliminated. As a result of the
stockholders' deficiency in Communications, the minority interest currently
has no book value.

Cash and Cash Equivalents - Cash and cash equivalents consist of cash and
highly liquid debt instruments with original maturities of less than three
months.

Property and Equipment - Property and equipment acquired on the purchase of
Communications have been stated at fair value. Otherwise, property and
equipment are stated at cost. Depreciation of property and equipment is
calculated using the straight - line method over the estimated useful lives
of the assets. The estimated useful lives are as follows:

Computer equipment - 3 years
Motor vehicles - 3 years
Plant and equipment - 3 years
Voice messaging equipment - 15 years

Intangible Assets - Direct and incremental external costs associated with
the acquisition of subscriber accounts are capitalized. The Company's
personnel and related support costs incurred in support of acquiring and
transitioning subscriber accounts are expensed as incurred. Costs related
to the sales and marketing for subscriber accounts internally generated are
expensed as incurred. Through December 1997, all subscriber accounts were
internally generated and, accordingly, sales and marketing costs were
expensed as incurred. Beginning January 1998, the Company acquired its
subscriber accounts primarily through independent, third-party sales
organizations and, accordingly, these direct and incremental costs have
been capitalized.

The costs of capitalized subscriber accounts acquired are amortized on a
straight-line basis over the lesser of 3 years or the estimated economic
life of the subscriber account.

F-8

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

Goodwill represents the excess of the purchase price over the value of net
assets/liabilities acquired in business acquisitions accounted for as a
purchase. Goodwill is amortized over 5 years on a straight-line basis.

Deferred Financing and Offering Costs - Costs incurred with respect to the
Company's factoring facility have been capitalized and are amortized over
the twelve month term of a customer contract using the straight line
method, which approximates the interest rate method.

Costs incurred with respect to the Company's debt financing have been
capitalized and are amortized over the respective lives of associated debt
using the straight-line method, which approximates the interest rate
method.

Deferred offering costs, totaling $91,714 at September 30, 1998, were
offset against the proceeds of a private offering completed during the
three months ended December 31, 1998. As of December 31, 1998, the Company
has incurred $40,820 of deferred offering costs relating to a proposed
public offering (see Note 10). These costs will be offset against the
offering proceeds if it is successfully completed or otherwise will be
expensed.

Impairment of Long-Lived and Intangible Assets - In the event that facts
and circumstances indicate that the cost of long-lived and intangible
assets may be impaired, an evaluation of recoverability would be performed.
If an evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the asset's carrying amount
to determine if a write-down to market value or discounted cash flow value
is required.

Concentration of Credit Risk and Significant Vendors - Concentration of
credit risk is limited to trade accounts receivable and notes receivable.
The nature of the Company's business is such that no single customer
represents more than 2% of net accounts receivable. The Company does not
require collateral or other security to support customer's receivables but
conducts periodic reviews of customer payment practices to minimize
collection risk on trade accounts receivable. Allowances are maintained for
potential credit losses and such losses have been within management's
expectations.

At December 31, 1998, the note receivable was from one corporation, totaled
$204,453, and was uncollateralized. The note was repaid in full during
February 1999.

The Company currently uses services provided by US West for interconnection
to the public telephone network. There are other local telephone companies
which could provide the Company with a similar interconnection. However, in
the event that US West was to experience difficulties in providing the
Company with interconnection in its present configuration, it could
materially adversely affect the Company's business in the short-term. An
appropriate time period would be required to enable the Company to
establish a new interconnection to the public telephone network.

F-9

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

During the year ended September 30, 1998, the Company began using
independent agents to obtain new subscriber accounts. One agent accounted
for approximately 45% of the Company's new revenue growth during the fiscal
year 1998 which represents a cumulative monthly revenue of approximately
$37,000.

Financial Instruments - The estimated fair values for financial instruments
are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined
with precision. The carrying amounts of note receivable, accounts
receivable, accounts payable, and accrued liabilities approximate fair
value because of the short-term maturities of these instruments. The fair
value of notes payable approximates their carrying value as generally their
interest rates reflect the Company's current effective annual borrowing
rate.

Income Taxes - The Company currently accounts for income taxes under the
liability method, which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have
been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

Deferred Revenue and Revenue Recognition - Revenues are recognized at the
time services are performed or products are delivered, net of refunds.
Deferred revenues primarily represent customer prepayments which are
recognized as income when earned.

Comprehensive Income (Loss) - Comprehensive income is defined as all
changes in stockholders' equity (deficit), exclusive of transactions with
owners, such as capital investments. Comprehensive income includes net
income or loss, changes in certain assets and liabilities that are reported
directly in equity such as translation adjustments on investments in
foreign subsidiaries, and certain changes in minimum pension liabilities.
The Company's comprehensive income (loss) was equal to its net income
(loss) for all periods presented in these financial statements.

Income (Loss) Per Share - The income (loss) per share is presented in
accordance with the provisions of Statement of Financial Accounting
Standards No. 128, Earnings Per Share (FAS 128). FAS 128 replaced the
presentation of primary and fully diluted earnings (loss) per share (EPS)
with a presentation of basic EPS and diluted EPS. Basic EPS is calculated
by dividing the income or loss available to common stockholders by the
weighted average number of common stock outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common
stock. Basic and diluted EPS were the same for fiscal 1996, 1997, and 1998
as the Company had losses from operations and, therefore, the effect of all
additional potential common stock was antidilutive. During the three months
ended December 31, 1998, included in diluted EPS are common equivalent
shares outstanding totaling 117,695, determined using the treasury stock
method consisting of stock options and warrants.

F-10

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

Stock-Based Compensation - In fiscal 1997, the Company adopted Financial
Accounting Standards Board No. 123, Accounting for Stock-Based Compensation
(FAS 123). FAS 123 encourages, but does not require, companies to recognize
compensation expense for grants of stock, stock options, and other equity
instruments to employees based on fair value. Companies that do not adopt
the fair value accounting rules must disclose the impact of adopting the
new method in the notes to the financial statements. Transactions in equity
instruments with non-employees for goods or services must be accounted for
on the fair value method. The Company has elected not to adopt the fair
value accounting prescribed by FAS 123 for employees, and is subject only
to the disclosure requirements prescribed by FAS 123.

Use of Estimates - The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying notes.
Actual results could differ from those estimates.

Recently Issued 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 the Company's financial statements
for the year ended September 30, 2001 and the adoption of this standard is
not expected to have a material effect on the Company's financial
statements.

SFAS No. 132, Employers' Disclosures about Pensions and Other
Postretirement Benefits, was issued in February 1998. This statement
revises the disclosure requirement for pensions and other postretirement
benefits. This statement is effective for the Company's financial
statements for the year ended September 30, 1999 and the adoption of this
standard is not expected to have a material effect on the Company's
financial statements.

SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, was issued in June 1997. This statement establishes standards
for the way public business enterprises report information about operating
segments. It also establishes standards for related disclosure about
products and services, geographical areas and major customers. This
statement is effective for the Company's financial statements for the year
ended September 30, 1999 and the adoption of this standard is not expected
to have a material effect on the Company's financial statements.

Unaudited Information - The consolidated balance sheet as of December 31,
1998 and the consolidated statements of operations for the three-month
period ended December 31, 1997 and 1998 were taken from the Company's books
and records without audit. However, in the opinion of management, such
information includes all adjustments (consisting only of normal recurring
accruals) which are necessary to properly reflect the consolidated
financial position of the Company as of December 31, 1998 and the results
of operations for the three months ended December 31, 1997 and 1998.

F-11

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

Reclassifications - Certain reclassifications have been made so that the
financial statements for the period from inception (January 22, 1996) to
September 30, 1996 and the year ended September 30, 1997 conform to the
presentation adopted in fiscal 1998. The reclassifications had no effect on
net income (loss).

2. ACQUISITION:

On February 15, 1996, Telecommunications acquired 97.5% of the common stock
of Communications for $140,000. The Company used the purchase method to
account for this acquisition. The results of Communications have been
included in Telecommunications' consolidated statements of operation from
the date of acquisition. The excess of the total acquisition costs and
related fees over the fair market value of the net liabilities acquired
totaling $324,570 has been recorded as goodwill which, is being amortized
over a five-year period on a straight-line basis. Effective September 30,
1996, the Company recognized an impairment of goodwill totaling $299,570,
as a result of management's re-evaluation of the acquired technology,
customer base and anticipated future cash flows.

3. PROPERTY AND EQUIPMENT:

Property and equipment comprise the following as of September 30, 1998:

Computer equipment $ 79,980
Motor vehicles 17,426
Plant and equipment 2,905
Voice messaging equipment 756,374
---------
856,685
Accumulated depreciation (172,719)
---------
$ 683,966
=========

4. NOTE RECEIVABLE:

In November 1998, Communications entered into a $250,000 line-of-credit
agreement with one of the Company's independent agents. As of December 31,
1998, the amount drawn on the line-of-credit was $204,453. During February
1999, all outstanding principal and accrued interest was paid and the
line-of-credit was terminated.

F-12

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

5. INTANGIBLE ASSETS:

Intangible assets comprise the following as of September 30, 1998:

Goodwill $ 324,570
Subscriber accounts 265,834
---------
590,404
Amortization (349,160)
---------
$ 241,244
=========

6. NOTES PAYABLE AND LONG-TERM DEBT:

Notes payable and long-term debt consist of the following as of September
30, 1998:

Related Parties:

Note payable to a stockholder (previously the Company's factor)
with interest at 15% until September 30, 1999, then increasing
to 25%. Repayment of principal is required from net proceeds of
all subsequent debt and equity financing until the balance is
repaid in full. Interest is payable monthly and principal
payments of $25,000 begin October 30, 1999 and continue until
the balance is repaid in full. This note is collateralized by
all the assets of the Company with the personal guarantees of
certain officers/directors/stockholders and is subordinated to
the Westburg Loan (see other notes payable). During the three
months ended December 31, 1998, the Company made $374,237 of
principal and interest payments from the private placement which
occurred in November 1998. The Company also issued warrants for
the purchase of 36,000 shares of common stock to the lender as
consideration for converting part of the loan to equity (see
Note 8). $ 547,807

Notes payable to an entity owned by a stockholder/director of
the Company with 10% interest, payable on demand. This note is
unsecured. 43,923

Notes payable to a stockholder/director of the Company, with 10%
interest, payable on demand. This note is unsecured. 77,244
---------
668,974
Less current portion (421,167)
---------
$ 247,807
=========

Total interest expense to these related parties for the period from
inception (January 22, 1996) to September 30, 1996, for the years ended
September 30, 1997 and 1998 and for the three months ended December 31,
1997 and 1998 was $17,844, $255,446, $376,344, $101,159, and $17,008,
respectively.

F-13

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

Other

Communications has entered into various loan agreements to
purchase motor vehicles, computer and voice messaging equipment.
The loans require varying monthly payments and mature through
June 2003. Interest is charged at rates between 12.5% and 13.9%.
The loans are collateralized by the underlying assets and are
personally guaranteed by certain officers/directors/stockholders
of the Company. $ 621,308

Note payable to a commercial lender (the Westburg Loan) with
interest charged at 3% above prime (11.25% as of September 30,
1998) monthly payments of interest only through September 1999
after which date monthly principal and interest payments to be
made on the basis of a 10-year amortization with all unpaid
principal and accrued interest due October 2003. Certain
officers/directors/stockholders have pledged 960,000 shares of
their common stock as collateral for the loan. Additionally,
this note is collateralized by all the assets of the Company and
guaranteed by certain officers/directors/stockholders of the
Company. The Westburg Loan is a $2,100,000 term credit facility
of which $1,800,000 and $1,950,000 have been drawn as of
September 30, 1998 and December 31, 1998, respectively. Under
the terms of the Westburg Loan, the Company is required to
maintain certain financial ratios and has certain other
restrictions including limits on total indebtedness, payment of
dividends, and capital expenditures. As of September 30, 1998,
the Company was not in compliance with the debt ratio covenant
and received a waiver from Westburg. Th Company was in
compliance with all debt covenants as of December 31, 1998. The
Company also issued warrants for the purchase of 150,000 shares
of common stock to the lender as consideration for the loan. The
estimated fair value of the warrants is treated as a discount on
the long-term debt and is being amortized over the 5-year term
of the loan.

Face value $1,800,000
Unamortized discount (73,440)
---------
1,726,560

Note payable to a private individual with interest charged at
15% which was unsecured cured and which was due to mature June
30, 1999. The principal balance was converted to equity in
November 1998. 35,849

Other 18,177
---------
2,401,894

Less current portion (179,829)
---------
$2,222,065
=========

F-14

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

Principal payments on the above obligations at September 30, 1998, net of
the discount on the Westburg Loan, are due as follows:

Related
Parties Other
------- -----

1999 $ 421,167 $ 179,829
2000 247,807 248,460
2001 -- 273,756
2002 -- 233,977
2003 -- 153,376
Thereafter -- 1,312,496
---------- -----------

$ 668,974 $ 2,401,894
========== ==========

7. COMMITMENTS:

The Company leases certain equipment under lease agreements classified as
operating leases. Minimum future equipment rental payments are as follows:

1999 $ 8,575
2000 7,664
2001 6,535
2002 4,635
2003 1,545
----------
$ 28,954
==========

The Company leases its office facility for monthly payments of $2,200 and
intends to vacate this facility and lease a new facility in 1999.

Rent expense for the period from inception (January 22, 1996) to September
30, 1996, for the years ended September 30, 1997 and 1998 and for the three
months ended December 31, 1997 and 1998 was $12,655, $18,150, $20,712,
$5,134, and $6,501, respectively.

8. STOCKHOLDERS' EQUITY:

Preferred Stock - The Company has the authority to issue 5,000,000 shares
of preferred stock. The Board of Directors has the authority to issue such
preferred stock in series and determine the rights and preferences of the
shares.

F-15

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

Common Stock - During 1997, the Company declared a 200 for 1 stock split.
The Company also declared a 3 for 5 reverse stock split effective in
February 1999. Accordingly, all amounts for common stock reflected in the
financial statements and accompanying notes reflect the effect of these
splits.

Warrants - During fiscal 1998, the Company issued warrants for the purchase
of 36,000 shares of common stock to an entity in consideration for
converting part of its debt with the Company to equity. These warrants
expire May 2000 and as of December 31, 1998, were exercisable at $8.33 per
share. Effective February 1999, these warrants were repriced at $4.17 per
share.

During the year ended September 30, 1998, the Company issued a warrant for
the purchase of 150,000 shares of common stock to the lender in
consideration for advancing the Westburg Loan (see Note 6). The expiration
date of the warrants will be earlier of (i) the date all amounts are repaid
under the Westberg loan, (ii) the date of the sale of the Company or
substantially all of its assets, or (iii) the effective date of a
registration statement filed under the Securities Act in connection with a
$5,000,000 or greater firm commitment underwriting for common stock of the
Company. These warrants are exercisable at $4.17 per share.

In connection with the private placement and debt conversion in November
1998, the Company issued warrants to purchase 75,000 shares of common
shares which, as of December 31, 1998, were exercisable at $8.33 per share.
Effective February 1999, these warrants were repriced at $4.17 per share.
The warrants expire in May 2000 and are redeemable under certain
circumstances by the Company.

In November 1998, the placement agent of the private placement was issued
warrants to purchase 15,000 and 7,500 shares of common stock at $5 and
$4.17 per share, respectively. The warrants are exercisable under the same
terms as the warrants issued in the private placement. The placement agent
options are exercisable after November 1999 and expire in November 2003.

Stock Options - In 1997, the Company adopted a stock option plan (the
"Plan") that authorizes the issuance of up to 300,000 shares of common
stock. Pursuant to the Plan, the Company may grant "incentive stock
options" (intended to qualify under Section 422 of the Internal Revenue
Code of 1986, as amended) or "nonqualified stock options."

Incentive and nonqualified stock options shall be granted at fair market
value, to be determined by the Board of Directors, at the date of grant
(except for holders of more than 10% of common stock, in which case the
exercise price must be at least 110% of the fair market value at the date
of grant for incentive stock options). The term of the options shall not
exceed ten years and the vesting date is determined by the Board of
Directors. As of September 30, 1998, the Company had granted options under
the Plan to purchase 164,295 shares, of which no options have been
exercised and 9,630 have been forfeited or canceled.

F-16

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

The following is a table of activity under the Plan:

1997 1998
------------------- -------------------
Weighted Weighted
Average Average
Number Exercise Number Exercise
of Shares Price of Shares Price
--------- -------- --------- --------

Outstanding, beginning of year -- $ -- 101,355 $ .105
Granted:
Employees and others -- -- 25,200 2.450
Employees and others -- -- 35,490 4.167
Employees 72,000 .017 -- --
Employees 13,110 .167 -- --
Employees 18,495 .417 -- --
Forfeited/Canceled (2,250) .220 (7,380) .943
------- ----- ------ -----
Outstanding, end of year 101,355 $.105 154,665 $ 1.384
======= ===== ======= =====

For all options granted during fiscal 1997 and 1998, the weighted average
market price of the Company's common stock on the grant date was
approximately equal to the weighted average exercise price. Because the
shares are not registered and publicly traded, for the purpose of pricing
the grants, the fair market value of the Company's common stock is
determined by the Company's management and the Board of Directors.

The weighted average contractual life for all options as of September 30,
1998 was approximately 9 years, with the exercise prices ranging from $.017
to $4.167. At September 30, 1998, options for 12,015 shares were
exercisable and options for the remaining shares become exercisable pro
rata through fiscal 2000. If not previously exercised, options outstanding
at September 30, 1998, will expire as follows:

Weighted
Average
Number Exercise
Fiscal Year of Shares Price
----------- --------- --------

2007 72,000 $ .017
2007 7,410 .167
2007 16,605 .417
2008 23,580 2.450
2008 35,070 4.166
------- ------
154,665 $1.384
======= ======

F-17

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

On December 31, 1998, the Company issued a total of 10,335 options at an
exercise price of $6.00 per share to employees of the Company and others.

The Company will issue options for the purchase of 20,000 shares of common
stock at an exercise price of $6.00 per share to two independent directors
of the Company if the public offering is successful (see Note 10).

Pro Forma Stock-Based Compensation Disclosures - The Company applies APB
Opinion 25 and related interpretations in accounting for its stock options
which are granted to employees. Accordingly, no compensation cost has been
recognized for grants of options to employees since the exercise prices
were not less than the fair value of the Company's common stock on the
grant dates. Had compensation cost been determined based on the fair value
at the grant dates for awards under the Plan consistent with the method of
FAS 123, the Company's net income and earnings per share would have been
reduced to the pro forma amount indicated below.

Years Ended
September 30,
--------------------
1997 1998
---- ----

Net loss applicable to common shareholders:
As reported $(1,238,447) $(167,617)
Pro forma (1,239,410) (184,033)
Net loss per common share, basic and diluted:
As reported $ (.89) $ (.11)
Pro forma (.89) (.12)

For purposes of this disclosure, the weighted average fair value of the
options granted was $.033 and $1.117 in fiscal 1997 and 1998, respectively.
The fair value of each employee option granted in fiscal year 1997 and
1998, was estimated on the date of grant using the Black-Scholes option
pricing model with the following weighted average assumptions:

Years Ended
September 30,
---------------------
1997 1998
---- ----

Expected volatility 0% 0%
Risk-Free interest rate 6.5% 5.6%
Expected dividends -- --
Expected terms (in years) 4 4

F-18

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

9. INCOME TAXES:

The Company's actual effective tax rate differs from U.S. Federal corporate
income tax rate of 34% as follows:

Period from
Inception
(January 22, 1996) Years Ended
to September 30,
September 30, ----------------
1996 1997 1998
---------------- ---- ----

Statutory rate (34.0%) (34.0%) (34.0%)
State income taxes, net of Federal income (3.3%) (3.3%) (3.3%)
tax benefit
Increase (reduction) in valuation allowance
related to of net operating loss
carryforwards and change in temporary
differences 37.3% 37.3% 37.3%
---- ---- ----
-0-% -0-% -0-%
==== ==== ====

The components of the net deferred tax asset recognized as of September 30
are as follows:

1996 1997 1998
---- ---- ----
Long-term deferred tax assets (liabilities):
Net operating loss carryforwards $ 300,000 $ 740,000 $ 756,000
Goodwill 107,000 99,000 96,000
Capitalized subscriber accounts -- -- (86,000)
Other -- -- (45,000)
Valuation allowance (407,000) (839,000) (721,000)
-------- -------- --------

Net long-term deferred tax asset $ -- $ -- $ --
======== ======== ========

The Company currently has a net operating loss carryforward for Federal tax
purposes of approximately $2,025,000, which, unless utilized, expires from
2011 through 2018. Certain of the loss carryforwards will be subject to
restrictions upon completion of the public offering (see Note 10).

F-19

MULTI-LINK TELECOMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information Subsequent to September 30, 1998 is Unaudited)

10. INITIAL PUBLIC OFFERING:

Letter of Intent for a Public Offering - On December 14, 1998, the Company
signed a letter of intent with an underwriter to provide for a public
offering consisting of 1,150,000 units to provide gross proceeds to the
Company of approximately $6,900,000. The Company anticipates that the
offering price will be $6.00 per unit. Each unit will consist of one share
of common stock and one common stock purchase warrant. Two warrants will
allow the holder to purchase one share of common stock at an exercise price
of 150% of the offering price for a period of three years after the date of
the offering. The warrants are redeemable by the Company at $.05 per
warrant upon 30 days notice if the market price of the common stock for 20
consecutive trading days within the 30-day period preceding the date the
notice is given equals or exceeds 125% of the public offering price. The
representative of the underwriters has a 45-day option (over-allotment
option) to purchase up to 172,500 units at the offering price. The Company
will also sell to the representative of the underwriters at the close of
the public offering warrants, at a total purchase price of $100, to
purchase 115,000 units. The underwriters warrants will be exercisable for
four years beginning one year after the effective date of the registration
statement at 120% of the offering price. The letter of intent is subject to
change and cancellation by either party.

F-20

[GRAPHIC OMITTED]
MULTI-LINK
TELECOMMUNICATIONS, INC.

Multi-Link has not authorized any dealer,
salesperson or other person to give any
information or represent anything not
contained in this prospectus. You must not
rely on any unauthorized information. This
prospectus does not offer to sell or buy any 1,150,000 UNITS
units in any jurisdiction where it is
unlawful. The information in this prospectus
is current only as of its date.

-------------
PROSPECTUS
-------------

[GRAPHIC OMITTED]

Until ______________, all dealers that effect
transactions in these securities, whether or
not participating in this offering, may be
required to deliver a prospectus. This is in SCHNEIDER SECURITIES, INC.
addition to the dealers' obligation to
deliver a prospectus when acting as _____________, 1999
underwriters and with respect to their unsold
allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

Section 7-109-102 of the Colorado Business Corporation Act permits a
Colorado corporation to indemnify any director against liability if such person
acted in good faith and, in the case of conduct in an official capacity with the
corporation, that the director's conduct was in the corporation's best interests
and, in all other cases, that the director's conduct was at least not opposed to
the best interests of the corporation or, with regard to criminal proceedings,
the director had no reasonable cause to believe the director's conduct was
unlawful.

Section 7-109-102 of the Colorado Business Corporation Act provides that,
unless limited by its articles of incorporation, a Colorado corporation shall
indemnify a person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her in
connection with the proceeding.

Article V.A. of Multi-Link's Restated Articles of Incorporation, filed as
Exhibit 3.1, hereto, provides that Multi-Link shall indemnify, to the maximum
extent permitted by law, any person who is or was a director or officer of
Multi-Link, and may indemnify any other person, against any claim, liability or
expense arising against or incurred by such person made party to a proceeding
because he is or was serving another entity as a director, officer, partner,
trustee, employee, fiduciary or agent at Multi-Link's request. Multi-Link shall
further have the authority, to the maximum extent permitted by law, to purchase
and maintain insurance providing such indemnification, advance expenses to
persons indemnified by Multi-Link, and provide indemnification to any person by
general or specific action of the board of directors, the bylaws of Multi-Link,
contract or otherwise.

Article V.B. of Multi-Link's Restated Articles of Incorporation, filed as
Exhibit 3.1, hereto, provides that no director of Multi-Link shall have any
personal liability to Multi-Link or its shareholders for monetary damages for
breach of his fiduciary duty as a director, except that this provision shall not
eliminate or limit the personal liability of a director to Multi-Link or to its
shareholders for monetary damages for: (i) any breach of the director's duty of
loyalty to Multi-Link or to its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) voting for or assenting to a distribution which, after giving effect to
the distribution, would result in (a) Multi-Link not being able to pay its debts
as they become due, or (b) Multi-Link's total assets being less than the sum of
its total liabilities plus amounts needed to satisfy preferential rights upon
dissolution of Multi-Link, but only if it is established that the director did
not perform his duties in good faith, with the care of an ordinary prudent
person in a like position under similar circumstances, and in a manner he
believed to be in the best interests of Multi-Link, provided that the personal
liability of a director in this circumstance shall be limited to the amount of
the distribution which exceeds what could have been distributed without
violation of this paragraph; or (iv) any transaction from which the director
directly or indirectly derives an improper personal benefit. Article V.B. also
provides that if the Colorado Business Corporation Act is amended or superseded
and such amendment or superseding statute eliminates or limits further, or
allows Multi-Link to eliminate or limit further, the liability of a director,
then in addition to the elimination and limitation of liability provided by the
preceding sentence, the liability of each director shall be eliminated or
limited to the fullest extent permitted by the Colorado Business Corporation
Act, as so amended, or such superseding statute. Nothing contained in Article
V.B. is to be construed to deprive any director of his right to all defenses
ordinarily available to a director nor will anything herein be construed to
deprive any director of any right he may have for contribution from any other
director or other person.

Section 8(b) of the form of underwriting agreement filed as Exhibit 1.1
hereto provides that the underwriter agrees to indemnify and hold harmless
Multi-Link, each director of Multi-Link, each officer of Multi-Link who has
signed the registration statement, each other person, if any, who controls
Multi-Link within the meaning of Section 15 of the Securities Act of 1933, as
amended, or Section 20(a) of the Securities Exchange Act of 1934, as amended,
with respect to statements or omissions, if any, made in any preliminary
prospectus, the registration statement or the prospectus, or any amendment or
supplement thereto, or in any application, in reliance upon and in conformity

II-1

with written information furnished to Multi-Link with respect to the
underwriters, by or on behalf of the underwriters expressly for inclusion in any
such document. Section 8(c) provides for contribution in circumstances where the
indemnity provisions are unavailable.

Item 25. Other Expenses of Issuance and Distribution.

Expenses payable by us in connection with the issuance and distribution of
the securities being registered hereby are as follows:

SEC Registration Fee .................... $ 4,236
NASD Filing Fee ......................... $ 2,024
Nasdaq SmallCap Market Filing Fee ....... $ 10,000
Accounting Fees and Expenses ............ $ 50,000*
Legal Fees and Expenses ................. $ 80,000*
Blue Sky Fees and Expenses .............. $ 20,000*
Representative's Non-Accountable
Expense Allowance ................. $207,000*
Printing, Freight and Engraving ......... $ 80,000*
Miscellaneous ........................... $ 11,480*
-------
Total ............................. $465,000*
=======
*Estimated.

Item 26. Recent Sales of Unregistered Securities.

The following is information as to all securities of Multi-Link sold by
Multi-Link within the past three years which were not registered under the
Securities Act of 1933, as amended ("1933 Act").

(a) In January 1996, Multi-Link issued 600,000 shares of its common stock
to each of Octagon Strategies, Inc. and Shawn B. Stickle for $0.0083 per share.
Multi-Link issued the shares in reliance upon the exemption from registration
provided by Section 4(2) of the 1933 Act. Such persons represented to Multi-Link
that they acquired the shares for their own account and not with a view to
distribution and that they had available to them all material information
concerning Multi-Link. The certificates evidencing the shares bear a restrictive
legend under the 1933 Act. No underwriter was involved in the transaction.

(b) In May 1996, Multi-Link issued 61,200 shares of its common stock to CS
Capital Corp. as an equity addition to a $500,000 factoring facility. Multi-Link
issued the shares in reliance upon the exemption from registration provided by
Section 4(2) of the 1933 Act. Such company represented to Multi-Link that it
acquired the shares for its own account and not with a view to distribution and
that it had available to it all material information concerning Multi-Link. The
certificates evidencing the shares bear a restrictive legend under the 1933 Act.
No underwriter was involved in the transaction.

(c) In January 1997, Multi-Link issued 61,200 shares of its common stock to
Telemessaging Services, Inc. for consulting services. Multi-Link issued the
shares in reliance upon the exemption from registration provided by Section 4(2)
of the 1933 Act. Such company represented to Multi-Link that it acquired the
shares for its own account and not with a view to distribution and that it had
available to it all material information concerning Multi-Link. The certificates
evidencing the shares bear a restrictive legend under the 1933 Act. No
underwriter was involved in the transaction.

(d) In January 1997, Multi-Link issued 26,640 shares of its common stock to
Harbour Settlement as an equity addition to a $60,000 loan. Multi-Link issued
the shares in reliance upon the exemption from registration provided by Section
4(2) of the 1933 Act. Such company represented to Multi-Link that it acquired
the shares for its own account and not with a view to distribution and that it
had available to it all material information concerning Multi-Link. The
certificates evidencing the shares bear a restrictive legend under the 1933 Act.
No underwriter was involved in the transaction.

II-2

(e) In January 1997, Multi-Link issued 13,320 shares of its common stock to
Ron Stickle as an equity addition to a $25,000 loan. Multi-Link issued the
shares in reliance upon the exemption from registration provided by Section 4(2)
of the 1933 Act. Such person represented to Multi-Link that he acquired the
shares for his own account and not with a view to distribution and that he had
available to him all material information concerning Multi-Link. The
certificates evidencing the shares bear a restrictive legend under the 1933 Act.
No underwriter was involved in the transaction.

(f) In January 1997, Multi-Link issued 68,118 shares of its common stock to
CS Capital Corp. as an equity addition to a $250,000 loan. Multi-Link issued the
shares in reliance upon the exemption from registration provided by Section 4(2)
of the 1933 Act. Such company represented to Multi-Link that it acquired the
shares for its own account and not with a view to distribution and that it had
available to it all material information concerning Multi-Link. The certificates
evidencing the shares bear a restrictive legend under the 1933 Act. No
underwriter was involved in the transaction.

(g) In June 1997, Multi-Link issued 28,610 shares of its common stock to CS
Capital Corp. as an equity addition to a $300,000 loan. Multi-Link issued the
shares in reliance upon the exemption from registration provided by Section 4(2)
of the 1933 Act. Such company represented to Multi-Link that it acquired the
shares for its own account and not with a view to distribution and that it had
available to it all material information concerning Multi-Link. The certificates
evidencing the shares bear a restrictive legend under the 1933 Act. No
underwriter was involved in the transaction.

(h) In July 1997, Multi-Link issued 3,000 shares of its common stock to
David E. Peri for consulting services. Multi-Link issued the shares in reliance
upon the exemption from registration provided by Section 4(2) of the 1933 Act.
Such person represented to Multi-Link that he acquired the shares for his own
account and not with a view to distribution and that he had available to him all
material information concerning Multi-Link. The certificates evidencing the
shares bear a restrictive legend under the 1933 Act. No underwriter was involved
in the transaction.

(i) In July 1997, Multi-Link issued 28,610 shares of its common stock to
Corporate Finance Group, Inc. for corporate finance and other consulting
services. Multi-Link issued the shares in reliance upon the exemption from
registration provided by Section 4(2) of the 1933 Act. Such company represented
to Multi-Link that it acquired the shares for its own account and not with a
view to distribution and that it had available to it all material information
concerning Multi-Link. The certificates evidencing the shares bear a restrictive
legend under the 1933 Act. No underwriter was involved in the transaction. The
28,610 shares of common stock were repurchased by Multi-Link in November 1998.

(j) In January 1998, Multi-Link issued 7,454 shares of its common stock to
Robert and Lynne Williams on conversion of a $20,000 loan. Multi-Link issued the
shares in reliance upon the exemption from registration provided by Section 4(2)
of the 1933 Act. Such persons represented to Multi-Link that they acquired the
shares for their own account and not with a view to distribution and that they
had available to them all material information concerning Multi-Link. The
certificates evidencing the shares bear a restrictive legend under the 1933 Act.
No underwriter was involved in the transaction.

(k) In September 1998, Multi-Link issued warrants to purchase 150,000 of
its common stock at an exercise price of $4.17 per share to Westburg Media
Capital LLP in connection with a $2,100,000 term credit facility furnished by
Westburg to Multi-Link. The expiration date of the warrants is the earlier of
(i) the date all amounts are repaid under the Westburg loan, (ii) the date of
the sale of Multi-Link or substantially all of its assets, (iii) the effective
date of a registration statement filed under the 1933 Act in connection with a
firm commitment underwriting for common stock of Multi-Link seeking to raise
gross proceeds of at least $5,000,000 at a price of not less than $5.00 per
share or (iv) October 21, 2003. Multi-Link issued the warrants in reliance upon
the exemption from registration provided by Section 4(2) of the 1933 Act.
Westburg had available to it all material information concerning Multi-Link. The
certificate evidencing the warrants bears a restrictive legend under the 1933
Act. No underwriter was involved in the transaction.

(l) Between May and November 1998, Multi-Link sold 150,000 shares of its
Common Stock and warrants to purchase 75,000 shares of its common stock at an
exercise price of $4.17 per share to various investors pursuant to a private
placement for an aggregate of $625,000. The warrants are exercisable from
November 17, 1999 through May 17, 2001. Multi-Link issued the shares and
warrants in reliance upon the exemption from registration provided by Rule 506
promulgated under Regulation D of the 1933 Act. Such persons represented to
Multi-Link that they acquired the shares for their own account and not with a
view to distribution and that they had available to them all material

II-3

information concerning Multi-Link. The certificates evidencing the shares bear a
restrictive legend under the 1933 Act. The selling agent was Spencer Edwards,
Inc. which received (together with participating dealers) commissions and
expense reimbursements of $93,750 and warrants to purchase 15,000 shares of
common stock at an exercise price of $5.00 per share and warrants to purchase
7,500 shares of common stock at an exercise price of $4.17 per share.

(m) In September 1998, Multi-Link issued 72,000 shares of its common stock
and warrants to purchase 36,000 shares of its common stock at an exercise price
of $4.17 per share to CS Capital Corp. for conversion of a $300,000 loan. The
warrants are exercisable from November 17, 1999 through May 17, 2001. Multi-Link
issued the shares and warrants in reliance upon the exemption from registration
provided by Section 4(2) of the 1933 Act. Such company represented to Multi-Link
that it acquired the shares for its own account and not with a view to
distribution and that it had available to it all material information concerning
Multi-Link. The certificates evidencing the shares bear a restrictive legend
under the 1933 Act. No underwriter was involved in the transaction.

(n) Since January 15, 1997, Multi-Link has issued several ten year options
to its employees and others to purchase an aggregate of 165,000 shares of
Multi-Link's common stock at exercise prices ranging from $0.017 per share to
$6.00 per share. Multi-Link issued the options in reliance on the exemption from
registration under Rule 701 of the 1933 Act. Such persons represented to
Multi-Link that they acquired the option for their own account and not with a
view to distribution and that they had available to them all material
information concerning Multi-Link. The certificates evidencing the options bear
a restrictive legend under the 1933 Act. No underwriter was involved in the
transaction.

Item 27. Exhibits.

The following is a list of all exhibits filed as part of this Registration
Statement:

Exhibit No. Description and Method of Filing
- ---------- --------------------------------

1.1 Form of Underwriting Agreement.

1.2 Form of Selected Dealers Agreement.

3.1 Restated Articles of Incorporation filed on May 18, 1998.

3.2 Amendments to Restated Articles of Incorporation filed on
February 2, 1999.

3.3 Bylaws as amended through January 1, 1999.

4.1 Borrowing Agreement dated September 25, 1998, between Westburg
Media Capital LP, the Registrant, Multi-Link Telecommunications,
Inc., Nigel V. Alexander, Shawn B. Stickle and The Blackhawk
Trust.

4.2 Form of Commercial Installment Contract between the Registrant
and Associates Commercial Corporation.

4.3 Form of Security Agreement between the Registrant and Associates
Commercial Corporation.

4.4 Warrant Agreement between the Registrant and American Securities
Transfer & Trust, Inc.

4.5 Form of Escrow Agreement.

II-4

4.6 Forms of Lock-Up Agreements.

4.7 Form of Representative's Option for the purchase of units.

4.8 Form of Warrant Exercise Fee Agreement between Schneider
Securities, Inc. and the Registrant.

5.1 Opinion of Smith McCullough, P.C. on legality.*

10.1 Stock Option Plan.

10.2 First Amendment to Stock Option Plan.

10.3 Agreement dated January 1, 1999, between the Registrant and
Telecom Sales Associates, Inc. as amended on February 3, 1999.

10.4 Form of Customer Agreement.

10.5 US West Communications Digital Switched Service Rate Stability
Plan Agreements.

10.6 Consulting Agreement between the Registrant and Octagon
Strategies, Inc.

10.7 Employment Agreement between the Registrant and Shawn B. Stickle.

16.1 Letter from James E. Scheifley & Associates, PC confirming the
circumstances pursuant to which James E. Scheifley & Associates,
PC resigned as Registrant's principal independent accountants

21 Subsidiaries of the Registrant.

23.1 Consent of HEIN + ASSOCIATES LLP.

23.2 Consent of James E. Scheifley & Associates, PC.

23.4 Consent of Smith McCullough, P.C. (included in Exhibit 5.1).*

27 Financial Data Schedule.

*To be filed by amendment.

Item 28. Undertakings.

The undersigned small business issuer will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution. (2) For determining liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time to
be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

II-5

The small business issuer will provide to the underwriter at the closing
specified in the underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange SEC such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

The undersigned small business issuer will:

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time the SEC declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City and County
of Denver, State of Colorado on February 22, 1999.

MULTI-LINK TELECOMMUNICATIONS, INC.

/s/ Nigel V. Alexander
-------------------------------------------
Nigel V. Alexander, Chief Executive Officer
and Principal Executive Officer

/s/ Shawn B. Stickle
-------------------------------------------
Shawn B. Stickle, President
and Chief Operating Officer

/s/ David J. Cutler
-------------------------------------------
David J. Cutler, Chief Financial Officer
and Principal Accounting Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

Signature Title Date
- --------- ----- ----

/s/ Shawn B. Stickle
- --------------------
Shawn B. Stickle Director February 22, 1999

/s/ Nigel V. Alexander
- ----------------------
Nigel V. Alexander Director February 22, 1999

/s/ Keith R. Holder
- -------------------
Keith R. Holder Director February 22, 1999

/s/ R. Brad Stillahn
- --------------------
R. Brad Stillahn Director February 22, 1999

II-7

EXHIBIT INDEX

Exhibit No. Description and Method of Filing Page No.
- ---------- -------------------------------- -------

1.1 Form of Underwriting Agreement.
1.2 Form of Selected Dealers Agreement.
3.1 Restated Articles of Incorporation filed on May 18, 1998.
3.2 Amendments to Restated Articles of Incorporation filed on
February 2, 1999.
3.3 Bylaws as amended through January 1, 1999.
4.1 Borrowing Agreement dated September 25, 1998, between Westburg
Media Capital LP, the Registrant, Multi-Link Telecommunications,
Inc., Nigel V. Alexander, Shawn B. Stickle and The Blackhawk
Trust.
4.2 Form of Commercial Installment Contract between the Registrant
and Associates Commercial Corporation.
4.3 Form of Security Agreement between the Registrant and Associates
Commercial Corporation.
4.4 Warrant Agreement between the Registrant and American Securities
Transfer & Trust, Inc.
4.5 FormS of Escrow Agreement.
4.6 Forms of Lock-Up Agreements.
4.7 Form of Representative's Option for the purchase of units.
4.8 Form of Warrant Exercise Fee Agreement between Schneider
Securities, Inc. and the Registrant.
5.1 Opinion of Smith McCullough, P.C. on legality.* N/A
10.1 Stock Option Plan.
10.2 First Amendment to Stock Option Plan.
10.3 Agreement dated January 1, 1999, between the Registrant and
Telecom Sales Associates, Inc. as amended on February 3, 1999.
10.4 Form of Customer Agreement.
10.5 US West Communications Digital Switched Service Rate Stability
Plan Agreements.
10.6 Consulting Agreement between the Registrant and Octagon
Strategies, Inc.
10.7 Employment Agreement between the Registrant and Shawn B. Stickle.
16.1 Letter from James E. Scheifley & Associates, PC confirming the
circumstances pursuant to which James E. Scheifley & Associates,
PC resigned as Registrant's principal independent accountants
21 Subsidiaries of the Registrant.
23.1 Consent of HEIN + ASSOCIATES LLP.
23.2 Consent of James E. Scheifley & Associates, PC.
23.4 Consent of Smith McCullough, P.C. (included in Exhibit 5.1).* N/A
27 Financial Data Schedule.

*To be filed by amendment.