<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>g68810a1sc13da.txt
<DESCRIPTION>I-LINK INCORPORATED
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (AMENDMENT NO. 1)

                               I-LINK INCORPORATED
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   449927-10-2
                                 (CUSIP Number)

                                 ALLAN C. SILBER
                               COUNSEL CORPORATION
                               THE EXCHANGE TOWER
                        130 KING STREET WEST, SUITE 1300
                        TORONTO, ONTARIO, CANADA M5X 1E3
                                 (416) 866-3000
                     (Name, Address and Telephone Number of
             Person Authorized to Receive Notice and Communications)

                                FEBRUARY 26, 2001
             (Date of Event which Requires Filing of this Statement)

         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-l(f) or 13d-l(g), check the
following box [ ].

         NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.

                         (Continued on following pages)

                               (PAGE 1 OF 9 PAGES)

         *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).


<PAGE>   2

CUSIP NO. 449927-10-2               13D                        PAGE 2 OF 9 PAGES


(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         COUNSEL COMMUNICATIONS LLC

(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]
                                                                         (b) [ ]
(3)      SEC USE ONLY

(4)      SOURCE OF FUNDS*
         WC, AF

(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]

(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         DELAWARE

NUMBER OF SHARES  (7)      SOLE VOTING POWER
                           97,100,712  (SEE ITEM 5)

BENEFICIALLY      (8)      SHARED VOTING POWER
                           0  (SEE ITEM 5)

OWNED BY EACH     (9)      SOLE DISPOSITIVE POWER
                           97,100,712  (SEE ITEM 5)

REPORTING PERSON  (10)     SHARED DISPOSITIVE POWER
                           0  (SEE ITEM 5)

(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         97,100,712 SHARES OF COMMON STOCK (SEE ITEM 5)

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                   [ ]


(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         74.5% (See Item 5)

(14)     TYPE OF REPORTING PERSON*
         OO



<PAGE>   3


CUSIP NO.  449927-10-2                     13D                 PAGE 3 OF 9 PAGES



(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         COUNSEL CORPORATION


(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]
                                                                         (b) [ ]
(3)      SEC USE ONLY


(4)      SOURCE OF FUNDS*
         WC, AF


(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]


(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         ONTARIO, CANADA

NUMBER OF SHARES  (7)      SOLE VOTING POWER
                           0  (SEE ITEM 5)

BENEFICIALLY      (8)      SHARED VOTING POWER
                           0  (SEE ITEM 5)

OWNED BY EACH     (9)      SOLE DISPOSITIVE POWER
                           0  (SEE ITEM 5)

REPORTING PERSON  (10)     SHARED DISPOSITIVE POWER
                           0  (SEE ITEM 5)

(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         97,100,712 SHARES OF COMMON STOCK (SEE ITEM 5)

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                     [ ]


(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         74.5% (See Item 5)

(14)     TYPE OF REPORTING PERSON*
         CO


<PAGE>   4


CUSIP NO. 449927-10-2                   13D                    PAGE 4 OF 9 PAGES



(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         COUNSEL CAPITAL CORPORATION


(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]
                                                                         (b) [ ]
(3)      SEC USE ONLY


(4)      SOURCE OF FUNDS*
         WC, AF


(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]

(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         ONTARIO, CANADA

NUMBER OF SHARES  (7)      SOLE VOTING POWER
                           0  (SEE ITEM 5)

BENEFICIALLY      (8)      SHARED VOTING POWER
                           0  (SEE ITEM 5)

OWNED BY EACH     (9)      SOLE DISPOSITIVE POWER
                           0  (SEE ITEM 5)

REPORTING PERSON  (10)     SHARED DISPOSITIVE POWER
                           0  (SEE ITEM 5)

(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         97,100,712 SHARES OF COMMON STOCK (SEE ITEM 5)

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                   [ ]


(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         74.5% (See Item 5)

(14)     TYPE OF REPORTING PERSON*
         CO


<PAGE>   5


CUSIP NO. 449927-10-2                      13D                 PAGE 5 OF 9 PAGES



(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         ALLAN C. SILBER

(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]
                                                                         (b) [ ]

(3)      SEC USE ONLY



(4)      SOURCE OF FUNDS*
         NA (See Item 3)

(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]

(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         TORONTO, ONTARIO, CANADA

NUMBER OF SHARES  (7)      SOLE VOTING POWER
                           0  (SEE ITEM 5)

BENEFICIALLY      (8)      SHARED VOTING POWER
                           0  (SEE ITEM 5)

OWNED BY EACH     (9)      SOLE DISPOSITIVE POWER
                           0  (SEE ITEM 5)

REPORTING PERSON  (10)     SHARED DISPOSITIVE POWER
                           0  (SEE ITEM 5)

(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         0  (SEE ITEM 5)

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                                  [X]
         MR. SILBER DISCLAIMS BENEFICIAL OWNERSHIP OF THE HOLDINGS OF
         COUNSEL CORPORATION, COUNSEL CAPITAL CORPORATION AND COUNSEL
         COMMUNICATIONS, LLC AS DESCRIBED IN ITEM 5.

(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0% (See Item 5)

(14)     TYPE OF REPORTING PERSON*
         IN


<PAGE>   6


                                                               PAGE 6 OF 9 PAGES

ITEM 1.  SECURITY AND ISSUER.

         This Schedule 13D/A-1 relates to the common stock, par value $.007 per
share (the "Common Stock"), of I-Link Incorporated, a Florida corporation (the
"Issuer") and amends and restates the Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on March 13, 2001 (the
"Schedule 13D").

ITEM 2.  IDENTITY AND BACKGROUND.

(a)      The reporting persons are (i) Counsel Corporation, an Ontario, Canada
         corporation ("Counsel"), (ii) Counsel Capital Corporation, an Ontario,
         Canada corporation and wholly-owned subsidiary of Counsel ("Counsel
         Capital"), (iii) Counsel Communications, LLC, a Delaware limited
         liability company that is owned jointly by Counsel and Counsel Capital
         ("Counsel Communications"), and (iv) Allan C. Silber, an individual
         citizen of Ontario, Canada. The directors and executive officers of
         Counsel, Counsel Capital and Counsel Communications as of the date
         hereof are set forth on Schedule A attached to the Schedule 13D and
         incorporated herein by reference ("Schedule A").

(b)      The principal business address of Counsel, Counsel Capital and Mr.
         Silber is: Exchange Tower, Suite 1300, 2 First Canadian Place, 130 King
         Street West, Toronto, Ontario M5X 1E3. The principal business address
         of Counsel Communications is 280 Park Avenue, West Building, 28th
         Floor, New York, New York 10017. The principal business address of each
         of the directors and executive officers of Counsel, Counsel Capital and
         Counsel Communications is set forth on Schedule A.

(c)      Counsel's principal business is the acquisition of significant
         positions in, and the active management of, a portfolio of operating
         companies that possess enabling technologies that provide a competitive
         advantage for their end users and have the potential to contribute to
         the transformation of the business environment. Counsel Capital is a
         wholly-owned subsidiary of Counsel. 11.11% of Counsel Communications is
         owned by Counsel Capital and the remaining 89.89% of Counsel
         Communications is owned by Counsel. Mr. Silber's principal occupation
         is the Chairman and Chief Executive Officer of Counsel. The principal
         occupation of each director and executive officer of Counsel, Counsel
         Capital and Counsel Communications, including the principal business
         address and the address of any organization in which such employment is
         conducted, is set forth on Schedule A attached hereto and is
         incorporated herein by reference.

         During the last five years, neither Counsel, Counsel Capital, Counsel
         Communications nor Mr. Silber has been convicted in a criminal
         proceeding (excluding traffic violations or similar misdemeanors).

         During the last five years, neither Counsel, Counsel Capital, Counsel
         Communications nor Mr. Silber has been a party to a civil proceeding of
         a judicial or administrative body of competent jurisdiction and as a
         result of such proceeding was or is subject to a judgment, decree or
         final order enjoining future violations or, or prohibiting or mandating
         activities subject to federal or state securities laws or finding any
         violation with respect to such laws.

(d)      Mr. Silber is a citizen of Canada.



<PAGE>   7

                                                               PAGE 7 OF 9 PAGES

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Counsel Communications purchased shares of Series M and Series N
preferred stock of the Issuer (the "Preferred Stock") from Winter Harbor, LLC,
pursuant to the terms of a Securities Purchase Agreement by and between Winter
Harbor and Counsel Communications dated March 1, 2001, that is attached to the
Schedule 13D as Exhibit 1.2 (the "Purchase Agreement") and is incorporated
herein by reference. The Preferred Stock purchased pursuant to the Purchase
Agreement was purchased with an intent to convert it into shares of the Issuer
Common Stock, and on March 7, 2001, it was converted into 61,966,057 shares of
the Issuer Common Stock.

         On April 17, 2001, Counsel Communications, Issuer, WebToTel Inc., a
Delaware corporation and a subsidiary of Counsel Communications ("WebToTel") and
I-Link Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Issuer (the "Merger Sub"), entered into an Agreement and Plan of Merger ("Merger
Agreement"), whereby Issuer acquired Nexbell Communications ("Nexbell") through
the exchange of all of the shares of Nexbell's parent company, WebToTel, for
which Counsel Communications received 17,434,489 shares of the Common Stock of
Issuer in consideration for its ownership interest in WebToTel (the "Merger").
Prior to the Merger, Counsel Communications owned 99.89% of WebToTel.

ITEM 4.  PURPOSE OF TRANSACTION.

         The Issuer's securities that are presently beneficially owned by
Counsel, Counsel Capital, Counsel Communications and Mr. Silber were acquired
and are currently being held for investment purposes. Counsel Communications may
acquire additional shares on the open market, in privately negotiated
transactions or otherwise. Subject to certain transfer restrictions set forth
under federal and state securities laws, Counsel Communications may attempt to
dispose of the shares owned by it on the open market, in privately negotiated
transactions or otherwise.

         Pursuant to the terms of the Securities Support Agreement by and
between the Issuer and Counsel Communications dated as of March 1, 2001 (the
"Support Agreement"), the Issuer agreed to appoint two (2) designees of Counsel,
reasonably acceptable to the Issuer, to the Issuer's Board of Directors. Gary
Wasserson and Sam Shimer, the two nominees designated by Counsel Communications,
were appointed to the Issuer's Board of Directors on April 15, 2001. The
Issuer's Board of Directors currently consists of six (6) members. The Support
Agreement also obligates the Issuer, following the initial funding of the Note,
to increase the size of the Board of Directors to no more than nine (9) members
and, as soon as reasonably possible, to solicit the proxies of the Company's
shareholders to elect three (3) additional board nominees designated by Counsel.
Thereafter, the Issuer's Compensation and Audit Committees shall each include
one Counsel director.

         Counsel Communications further agreed to lend the Issuer up to ten
million dollars ($10,000,000), of which nine million four hundred seventy-three
thousand dollars ($9,473,000) has been funded as of the date hereof pursuant to
a convertible promissory note (the "Note"). The Note has been amended so as to
increase the amount that Counsel Communications may lend to Issuer to twelve
million dollars ($12,000,000). Counsel Communications may convert the
outstanding balance of the Note plus accrued interest at any time after March 1,
2001 at a conversion price of $0.56 per share of Common Stock. As of May 1, 2001
the total outstanding debt under the Note (including principal and accrued
interest) was 9,912,093, which is convertible into 17,700,166 shares of Common
Stock. The $0.56 conversion price represents 105% of the average closing
transaction price of Issuer's Common Stock over the consecutive five-day trading
period

<PAGE>   8

                                                               PAGE 8 OF 9 PAGES


ending February 26, 2001, the date on which Issuer and Counsel executed a
binding term sheet related to the loan transaction.

         Except as set forth above, neither Counsel, Counsel Capital, Counsel
Communications nor Mr. Silber have any present plans or intentions that would
result in or relate to any of the transactions described in this Item 4.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         As of the close of business on May 1, 2001, each of Counsel, Counsel
Capital and Counsel Communications beneficially owned the aggregate of
97,100,712 shares of the Issuer's Common Stock, which constitutes 74.5% of the
outstanding shares of Issuer's Common Stock. Counsel and Counsel Capital are
reporting persons for purposes of this Schedule 13D by virtue of their ownership
interests in Counsel Communications. The voting percentages shown on pages 2
through 5 of the Schedule 13D are incorporated herein by reference. Mr. Silber
is a reporting person for purposes of this Schedule 13D by virtue of being an
officer and director of Counsel and various Counsel affiliates and beneficially
owning approximately 19.9% of Counsel. Mr. Silber disclaims direct and indirect
beneficial ownership of all securities of Issuer owned by Counsel Corporation.
Counsel Communications has the sole power to vote and to dispose of all of the
shares of Issuer Common Stock held by it. Neither Counsel, Counsel Capital nor
Mr. Silber have the power to vote or dispose of any of the shares of Issuer
Common Stock to which this Schedule 13D relates.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         None.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         1.1      Agreement to File Jointly dated March 11, 2001 by and among
                  Counsel Corporation, Counsel Capital Corporation, Counsel
                  Communications, LLC and Allan C. Silber (incorporated by
                  reference to the Schedule 13D filed by the Reporting Persons
                  on March 13, 2001).

         1.2      Securities Purchase Agreement dated March 1, 2001 by and
                  between Winter Harbor, LLC and Counsel Communications, LLC
                  (incorporated by reference to the Schedule 13D filed by the
                  Reporting Persons on March 13, 2001).

         1.3      Securities Support Agreement dated March 1, 2001 by and
                  between I-Link Incorporated and Counsel Communications, LLC
                  (incorporated by reference to the Schedule 13D filed by the
                  Reporting Persons on March 13, 2001).

         1.4      Agreement and Plan of Merger dated April 17, 2001 by and among
                  WebToTel, Inc. Counsel Communications, LLC, I-Link
                  Incorporated and I-Link Acquisition Corp., and certain other
                  shareholders.


<PAGE>   9


                                                               PAGE 9 OF 9 PAGES

                                   SIGNATURES

         After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Date:    May 2, 2001



                                    COUNSEL CORPORATION



                                    By: /s/ Allan C. Silber
                                        ----------------------------------------
                                        Allan C. Silber
                                        Chairman of the Board and
                                        Chief Executive Officer


                                    COUNSEL COMMUNICATIONS, LLC



                                    By: /s/  Allan C. Silber
                                        ----------------------------------------
                                        Allan C. Silber
                                        Chief Executive Officer


                                    COUNSEL CAPITAL CORPORATION



                                    By: /s/ Allan C. Silber
                                        ----------------------------------------
                                        Allan C. Silber
                                        Chief Executive Officer



                                    /s/ Allan C. Silber
                                    --------------------------------------------
                                    Allan C. Silber, Individually


</TEXT>
</DOCUMENT>
