<SUBMISSION>
<ACCESSION-NUMBER>0000950135-01-501276
<TYPE>10KSB/A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20001231
<FILING-DATE>20010515
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>COLLEGELINK COM INCORP
<CIK>0000095047
<ASSIGNED-SIC>8200
<IRS-NUMBER>160961436
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10KSB/A
<ACT>34
<FILE-NUMBER>001-14800
<FILM-NUMBER>1636763
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>251 THAMES STREET
<CITY>BRISTOL
<STATE>RI
<ZIP>02809
<PHONE>8002755895
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>251 THAMES STREET
<CITY>BRISTOL
<STATE>RI
<ZIP>02809
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYTATION COM INC
<DATE-CHANGED>19990318
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>STYLEX HOMES INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10KSB/A
<SEQUENCE>1
<FILENAME>b39473cle10ksba.txt
<DESCRIPTION>COLLEGELINK.COM INCORPORATED
<TEXT>

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


                                 FORM 10-KSB/A
                                AMENDMENT NO. 1
                                       TO
                                 ANNUAL REPORT


(Mark One)
[ ]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 (Fee Required).
                                       or
[X]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 (No Fee Required).
     For the transition period from July 1, 2001 to December 31, 2000.



                          COLLEGELINK.COM INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE

               (State or Other Jurisdiction of Incorporation)

<TABLE>
<S>                                                              <C>
0 5388                                                           16-0961436
(Commission File Number)                                         (I.R.S. Employer Identification Number)

251 Thames Street, Bristol, RI 02809                             02809
(Address of Principal Executive Offices)                         (Zip Code)
</TABLE>


                                   401-254-8800
               (Registrant's Telephone Number, Including Area Code)

<TABLE>
<S>                                                           <C>
Securities registered pursuant to Section 12(b) of the Act:   None
Securities registered pursuant to Section 12(g) of the Act:   Common stock, $.001 par value
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

The aggregate approximate market value of the Registrant's common stock, par
value $.001 per share, held by non-affiliates of the Registrant, based upon the
closing price of $.08 on April 5, 2001, as reported by the American Stock
Exchange, was approximately $1,229,333. For purposes of this disclosure, shares
of Common stock held by persons who hold more than 5% of the outstanding shares
of common stock and shares held by officers and directors of the Registrant have
been excluded because such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily conclusive for other
purposes.


The number of shares of Registrant's common stock, par value $.001 per share,
outstanding at May 11, 2001 was 15,366,660.


Documents Incorporated By Reference

Form 8K, Change in Fiscal Year, filed on February 13, 2001


Form 8K, Current Report of Events, filed on May 9, 2001


<PAGE>   2
                          COLLEGELINK.COM INCORPORATED


                                   FORM 10-KSB/A
                     TRANSITION YEAR ENDED DECEMBER 31, 2001




This Annual Report on Form 10-KSB/A contains forward-looking statements with
respect to CollegeLink.com Incorporated ("CollegeLink" or the "Company") that
involve risks and uncertainties. The Company's actual results may differ
materially from the results discussed in the forward-looking statements due to a
number of factors, including those described herein and the documents
incorporated herein by reference, and those factors described in "Special
Considerations" and in Part II, Item 7 under "Factors that May Affect Future
Results of Operations."


SPECIAL CONSIDERATIONS

The Company has signed an agreement with TMP Worldwide Inc. ("TMP") for the sale
of substantially all of its assets to TMP. The Company expects to call a special
meeting of its stockholders in June 2001 for the purposes of voting on this
transaction and changing the name of the company to "Cytation Corporation." If
the transaction is approved by the stockholders, the Company will sell to TMP
all of its revenue producing assets. See "Our Company" and "Factors That May
Affect Future Results of Operations."


At the special meeting, the stockholders will be asked to consider and act upon
a proposal to approve the amended and restated asset purchase agreement dated as
of May 2, 2001, among TMP, the Company and the Company's wholly-owned
subsidiary, CollegeLink Corporation. The purchase agreement provides that
CollegeLink will sell substantially all of its assets (including all of its
revenue generating assets) to TMP. The proposed purchase price is $5,400,000 in
cash (subject to an estimated purchase price reduction of approximately
$1,600,000) plus the assumption of approximately $2,000,000 in liabilities.
CollegeLink has separately entered into agreements with former officers Patrick
O'Brien and Bradford Baker that will require CollegeLink to pay them
approximately $812,500 soon after the closing of the sale of assets. After
taking into account the estimated purchase price reduction of approximately
$1,600,000 and the payments to Messrs. O'Brien and Baker of approximately
$812,500, the sale proceeds will be reduced to approximately $2,987,500. If
CollegeLink agrees to make the $200,000 severance payment demanded by consultant
Gerald Paxton, the proceeds would be reduced to approximately $2,787,500. Except
for a contingent liability relating to a lawsuit recently initiated by the
former stockholder of ECI, Inc., the Company will have no significant
liabilities after the closing of the proposed sale.


At the special meeting, the stockholders also will be asked to consider and act
upon a proposal to amend the certificate of incorporation of CollegeLink.com
Incorporated to change its corporate name to "Cytation Corporation". If the sale
of assets and the name change are approved by stockholders, then we will change
our corporate name to "Cytation Corporation".

The proposal to sell CollegeLink's assets and to changes it name requires the
affirmative vote of holders of a majority of the outstanding shares of our stock
entitled to vote at the meeting.

                                       2
<PAGE>   3

Under the agreement with TMP, either party may terminate the transaction, among
other reasons, if the closing does not occur on or before June 15, 2001. The
Company believes that TMP will not terminate the transaction if the Company's
stockholders approve the sale of assets and corporate name change at the meeting
of stockholders to be called for that purpose and if, at the closing, the
Company is able to deliver to TMP releases from the members of the putative
class of plaintiffs in a class action filed on April 12, 2001 against the
Company and certain of its officers and directors. See Item 3. Legal
Proceedings. No assurance can be provided that TMP will not terminate the
transaction.


In the event of the sale of assets to TMP is not completed, we believe that
either (1) TMP will foreclose on our assets or (2) we will have to cease
operations and possibly seek protection of the bankruptcy courts. In the event
of bankruptcy, TMP or other bidders might be able to acquire CollegeLink's
assets at a price that is lower than the price stated in the purchase agreement.
See "Liquidity and Capital Resources" and "Factors That May Affect Future
Results of Operations" If the Company files for bankruptcy, it is possible that
stockholders will receive no value for their shares of stock in the Company.

In addition to claims for money damages in the class action, the complaint seeks
a court order to impound the net proceeds that CollegeLink receives from its
proposed transaction with TMP. If such a court order is issued, it is possible
that CollegeLink would have to cease operations and terminate the employment of
the few employees that CollegeLink had intended to retain after completion of
the TMP transaction to implement its going forward business plan.


We do not currently meet the listing requirements for continued listing of our
common stock on the American Stock Exchange. We have initiated voluntary
proceedings for delisting and expect that the last trading day for our common
stock on the American Stock Exchange will be May 17, 2001. CollegeLink expects
that its common stock will trade on the Nasdaq Over the Counter Bulletin Board
effective May 18, 2001, under a new trading symbol which will be assigned on or
before May 18, 2001. We believe that by voluntarily delisting and timely
application to trade on the Over the Counter Bulletin Board, we will maintain an
orderly market for our stock.



PART I

Item 1.   Business

OUR COMPANY

CollegeLink.com was incorporated under the laws of Delaware on November 1, 1999.
CollegeLink.com is the surviving corporation of a merger that occurred on
November 16, 1999, between CollegeLink.com and Cytation.com Incorporated, a New
York corporation ("Cytation"). The primary purposes of this merger were to
change Cytation's name and reincorporate as a Delaware company. CollegeLink's
common stock trades on the American Stock Exchange under the symbol "APS".

Cytation was incorporated in 1969 and was originally known as Stylex Homes, Inc.
Cytation conducted no business from 1992 until its March 5, 1999 merger with
Cytation Corporation, a Rhode Island corporation formerly known as Web Services
International, Inc. ("WSI"). WSI was incorporated in 1996 to market and host
various forms of content on the World Wide Web


                                       3
<PAGE>   4
and to provide dial-up access to the Internet. In December 1999, WSI
discontinued most of its Web content development and distribution businesses and
focused its operations on the development of an online training system.

CollegeLink made two significant acquisitions in fiscal year 2000 that changed
substantially the scope of its business operations. In August 1999, we acquired
ECI, Inc. ("ECI") through a merger into a subsidiary corporation. ECI, which
conducted business as CollegeLink, was an e-commerce company that supplied
products and services to college-bound students, their parents and colleges. In
February 2000, we acquired Student Success, Inc. ("Student Success") through a
merger into a subsidiary corporation. Student Success was a leading provider of
onsite high school and college preparatory programs for students and their
families under its Making College Count(R) and Making High School Count(TM)
trademarks.

We sold our online Web hosting business, our online enterprise-wide training
management operating system and business known as "RollCall" and an interest in
our developmental online conferencing technology known as "LearningEvent.net" in
fiscal year 2000.

As a result of these acquisitions and sales, we are now dedicated to serving as
a comprehensive high school and college resource. We provide a broad range of
offline and online services directed at high school students and their parents,
high school guidance counselors, college admissions officers and corporations
which target the teen marketplace.

We offer three success-based, in school presentation programs to high schools:
"Making College Count(R)", "Making High School Count(TM)", and "Making Your
College Search Count(TM)." In addition, we offer an orientation program to
college freshman. These programs are sponsored by corporations seeking to reach
this demographic group and are offered free to high schools and students.

In the transaction with TMP Worldwide Inc., we are proposing to sell all of our
revenue generating business, including our Making It Count division. This
division accounted for approximately $1,366,000 in revenue for the fiscal year
ended June 30, 2000, and $1,245,000 for the six month period ended December 31,
2000. As a consequence, we will have no revenue generation for the foreseeable
future. We will, however, have expenses. We estimate our going forward expenses
to be approximately $65,000 per month. These expenses consist of salary and
benefits for three employees, insurance, our office lease and miscellaneous
office expenses. One disadvantage of the proposed transaction is that if we are
not able to identify and consummate another acquisition, we will eventually
dissipate all our assets and our common stockholders will not have received any
payments.

OUR MARKET

There are about 13,800,000 high school students in the United States. According
to the National Center for Education Statistics, this number will increase to
more than 15,500,000 over the next four years. Each year about 3,200,000
applicants submit more than 7,000,000 applications for undergraduate admission
to nearly 3,400 U.S. colleges and universities. About 50% of these students
apply for some form of financial aid. According to the Department of Education,
it is expected that the total number of college bound students will continue to
increase each year for the foreseeable future. Based on industry statistics, we
believe colleges and universities spend about $3 billion annually to recruit and
enroll students.


                                       4
<PAGE>   5
We believe our marketing programs and the data we collect from students at our
"Making It Count" presentation programs and through our web sites are of
substantial commercial interest to colleges and universities. Industry
statistics indicate that teens spend in excess of $150 billion annually on
discretionary purchases. We also believe that this spending power, coupled with
the popular view that buying habits are often established during the teenage
years, make our presentation programs of substantial commercial interest to our
corporate sponsors.

OUR STRATEGY

Our strategy has been to leverage our face-to-face exposure to teens and their
parents as well as our relationships with guidance counselors and college
admissions professionals established one-on-one over the years to become the
leading offline and online resource for student success programs. We intend to
drive traffic from the classroom to our websites where we offer a broad range of
targeted success-based content and services. We plan to build our brand and to
reach an increasing number of high school students. We plan to continue to add
high schools, colleges and universities through on-campus direct sales calls by
sales personnel, corporate sponsorships, direct mailings, targeted periodical
advertising, online and broadcast advertising, partnerships and various
promotional campaigns.

OUR RELATIONSHIPS

We have entered into arrangements with thousands of high schools throughout the
United States to offer our in-school presentation programs. We have also
developed relationships with more than 900 colleges and universities to accept
applications in their respective formats through our proprietary CollegeLink(R)
"one-to-many" college application software. We have an agreement with PNC Bank,
N.A., one of the largest student loan providers in the United States, to provide
certain financial products and services to college bound students and their
families through our CollegeLink.com Internet hub. We have an agreement with
U.S. News & World Report pursuant to which we are its exclusive provider of
online application services. We are continually seeking appropriate
relationships to expand our service and product offerings.

MARKETING AND SALES

Marketing. Our marketing plan is to leverage our relationships with thousands of
high schools and more than 900 colleges and universities to develop the premier
in-school resource and Internet hub for delivering the success-oriented programs
to the teen market. We are a company built on relationships requiring years to
develop through one-on-one presentations -- not a technology company in search
of relationships. As such, we believe we are positioned to capitalize on the
benefits of the Internet in very real ways.

To serve our academic and corporate customers, we plan to continue to develop
both our in-school and online business segments, finding synergies where they
exist and leveraging each for the benefit of the other. We view our online
initiatives -- principally the collection and sale of data -- as the most
scaleable component of our business. We will use our in-school programs to drive
traffic to our web sites to enhance our online programs.

Sales. The sale of corporate sponsorships for our "Making It Count" presentation
programs are direct, utilizing experienced account executive employees.
Commitments from high schools for


                                       5
<PAGE>   6
in-school presentation programs are arranged by telephone from our Cincinnati
office. Sales of marketing programs to colleges as well as adding colleges and
universities to our basic membership program are also direct, utilizing a
younger group of account executives to visit campuses in assigned regions. Data
sales are planned to be through strategic partners, which specialize in academic
and corporate markets.

OUR CUSTOMERS

Although we have numerous customers which include large corporations, colleges
and universities, in the first five months of fiscal year 2001 Procter & Gamble
accounted for approximately 49% of CollegeLink's total revenue and approximately
50% of the revenue from the "Making It Count" programs.

OUR COMPETITION

The market in which we operate is very competitive. We face direct competition
for our college application service from a number of sources, the most
significant of which are Apply!, Embark.com, CollegeNet, CollegeQuest and XAP.
Apply!, owned by The Princeton Review, provides a CD-based college application
product to students, primarily through a high school distribution scheme.
Embark.com, CollegeNet, CollegeQuest and XAP are companies which allow students
to complete and submit college applications electronically. Our CollegeLink(R)
service also faces competition from traditional print media companies such as
The Princeton Review, Petersons, a subsidiary of Thomson Corporation, and Kaplan
Educational Centers, which provide offline information and resources such as
self-help guides on college admission and selection, and from software companies
already providing packaged software to educational institutions and
professionals. Some of these companies have already moved to provide these
resources on the Internet. We also face competition from educational
not-for-profit and membership organizations such as ACT and The College Board(R)
which already provide significant online information and other resources to
students. The College Board(R) has announced plans to provide a broad range of
college admissions, test preparation and related services on the Internet.

Our in school presentation programs face competition from a variety of sources
including other providers of self-help and educational programs such as Kaplan,
Barrons, Princeton Review, Houghton Mifflin and Learning Forum. While we have
relationships with more than 900 colleges and universities and have significant
exposure to large numbers of high school students and their families through our
success-based in school presentation programs, we expect that these factors will
not prevent additional competitors from entering the markets in which we operate
with competing products and services. There are numerous websites available
which offer resources to the high school and college-bound student market. Our
current or future competitors may have greater resources, including contacts in
the educational industry, than we currently have at our disposal. Our
competitors may be more able to react more quickly to changes in technology in
our industry and/or to expend greater time and funds than we can to develop and
promote their products or services. Increased competition could result in
pricing pressures, reduced margins or the failure of our products and services
to achieve or maintain market acceptance.


                                       6
<PAGE>   7
OUR EMPLOYEES

As of December 31, 2000, we employed 63 persons full-time. None of our employees
is represented by a union and we have never experienced a work stoppage. We
consider our relations with our employees to be good.

Item 2. Properties

Our headquarters is located in Middletown, Rhode Island, where we occupy 3,200
square feet pursuant to a lease that expires in September 2001. No rent is
currently payable under this lease. The Company also leases 5,900 square feet of
office space and 3,300 square feet of warehouse space in Cincinnati, Ohio, from
which it operates and administers all of the Making It Count programs, and 1,800
square feet in Bristol, Rhode Island used for administrative offices. The
Company believes that these existing facilities are adequate to meet its current
foreseeable requirements or that suitable additional or substitute space will be
available on commercially reasonable terms.

Our corporate headquarters is at CollegeLink.com Incorporated, 251 Thames
Street, Bristol, Rhode Island 02809. The telephone number at our corporate
office is (401) 254-8800, and the facsimile number is (401) 254-2844.
CollegeLink's websites are www.collegelink.com and www.makingitcount.com.

Item 3. Legal Proceedings

There are no pending claims against us regarding infringement of any patents or
other intellectual property rights of others.


On April 12, 2001, a group of CollegeLink.com stockholders commenced class
action litigation against CollegeLink.com in the Suffolk County Superior Court
in Massachusetts. The case is captioned THEODRE G. JOHNSON, ET AL. VS.
COLLEGELINK.COM INCORPORATED, ET AL. The putative class of plaintiffs is
purportedly comprised of the 48 former stockholders of ECI, Inc., which was
acquired by CollegeLink on August 10, 1999. The putative class claims damages of
approximately $3,500,000 (which could possibly be doubled or trebled if the
class proves a violation of the Massachusetts consumer protection act). The
claims purportedly arise from the failure of CollegeLink.com and its officers
and directors to register for resale the shares of CollegeLink.com that were
issued to the putative class members in connection with the 1999 acquisition of
ECI, Inc. The putative class alleges that such registration was required by a
registration agreement dated as of August 10, 1999, among CollegeLink.com and
the former ECI stockholders.



CollegeLink intends to vigorously defend itself against all of the claims raised
in the complaint and intends to assert counterclaims against the putative class
representatives and to implead additional defendants. The putative class asked
the court for an order to impound the net proceeds that CollegeLink receives
from its proposed transaction with TMP. After considering written arguments and
oral arguments presented on April 18, 2001, the court decided on April 19, 2001
to reject the complaining stockholders' request for preliminary relief. On May
7, 2001, the court approved CollegeLink's proposal to postpone all discovery by
the class until after the closing of the TMP transaction in exchange for
CollegeLink's commitment to put $1,000,000 of the proceeds of the TMP
transaction in escrow for 75 days after the closing of the TMP transaction. If
the putative class proves its claims for money damages, or if the parties agree
to a settlement, CollegeLink would have to pay the claims from the $2,787,500
of net proceeds (after payments to CollegeLink-related parties) from the
proposed sale of its assets to TMP, thereby directing all, or a portion, of the
proceeds to the 48 plaintiffs.


                                       7
<PAGE>   8
We are not a party to any other material pending legal proceedings, other than
ordinary routine litigation incidental to our business.

Item 4.   Submission of matters to a vote of security holders

None.


PART II

Item 5.   Market for the registrant's common equity and related shareholder
          matters

Our common stock was traded publicly on the Over The Counter Bulletin Board from
March 18, 1999 until January 24, 2000, when it began trading on the American
Stock Exchange. Our common stock traded under the symbol "CYTA" between March
18, 1999 and November 25, 1999, when its symbol changed to "CLNK." Upon listing
on the American Stock Exchange, the Company's trading symbol changed to "APS".
The following table sets forth, for the periods indicated, the high and low sale
prices for the common stock.

<TABLE>
<CAPTION>
      Transition Year Ended December 31, 2000                      High                Low
                                                                   ----                ---
<S>                                                                <C>                <C>
          First Quarter ended September 30, 2000                   $1.13              $ .44
          Second Quarter ended December 31, 2000                   $ .44              $ .03
</TABLE>

At April 5, 2001, the Company had 1,405 holders of record of its common stock.
Some shares are held by various investment and other firms in street name. The
Company estimates the number of beneficial owners of the Company's common stock
at April 5, 2001 to be 1,726.

The market price of the Company's common stock has been volatile and has
declined substantially during the year. For a discussion of the factors
affecting the Company's stock price, see "Factors that may affect future results
of operations -- possible volatility of stock price."

The Company has not paid cash dividends on its common shares or other
securities. The Company has not paid the dividend to the holders of its Series A
and Series C Convertible Preferred Stock for any quarter ending after March 31,
2000. The Company currently anticipates that it will retain all of its future
earnings for use in the operation of its business and does not anticipate paying
any cash dividends on its common shares in the foreseeable future.

Item 6.   Management's Discussion and Analysis or Plan of Operation


The following information should be read in conjunction with the historical
financial information and the notes thereto included in Items 6 and 8 of this
10-KSB/A. The following information should also be read in conjunction with the
paragraphs included herein under the caption "SPECIAL CONSIDERATIONS."



This Management's Discussion and Analysis section and other parts of this Annual
Report on Form 10-KSB/A contain forward-looking statements within the meaning of
the Securities Act of 1933, as amended and the Securities Exchange Act of 1934,
as amended that involve risks and



                                       8
<PAGE>   9
uncertainties. Our actual results may differ significantly from the results
discussed in the forward-looking statements. In addition, the Company has
entered into an agreement to sell all of its revenue producing assets. Factors
that might cause such a difference include, but are not limited to, those
discussed below and in "Business." The forward-looking statements contained
herein are made as of the date hereof, and we assume no obligation to update
such forward-looking statements or to update reasons actual results could differ
materially from those anticipated in such forward-looking statements.



                                       9
<PAGE>   10
RESULTS OF OPERATIONS
                     -

                                 Balance Sheets
                For the Transition Period Ended December 31, 2000
                        and the Year Ended June 30, 2000


<TABLE>
<CAPTION>
                                                      ASSETS
                                                                                      December 31,      June 30,
                                                                                          2000            2000
                                                                                      ------------    ------------
CURRENT ASSETS:
<S>                                                                                   <C>             <C>
   Cash                                                                               $    161,481    $  2,236,430
   Accounts receivable, net                                                                382,539         422,005
   Notes receivable, stockholders, current portion                                          35,000          60,000
   Note receivable, other                                                                     --            89,170
   Prepaid expenses and other current assets                                               276,635         122,128
                                                                                      ------------    ------------

      Total Current Assets                                                                 855,655       2,929,733
                                                                                      ------------    ------------

PROPERTY AND EQUIPMENT, Net                                                                571,072         759,829
                                                                                      ------------    ------------

OTHER ASSETS:
   Book right, net of accumulated amortization of $15,027 and $13,638, respectively         34,973          36,362
   Notes receivable, stockholders, less current portion                                       --           120,000
   Goodwill, net                                                                         4,245,897      16,266,737
   Other intangible, net                                                                      --           943,126
   Website development costs, net                                                          361,587         378,350
                                                                                      ------------    ------------

                                                                                         4,642,457      17,744,575
                                                                                      ------------    ------------

      TOTAL ASSETS                                                                    $  6,069,184    $ 21,434,137
                                                                                      ============    ============


                                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                              $  1,188,560    $    698,005
   Notes payable                                                                           502,917            --
   Prepaid program fee                                                                          --         145,000
   Unearned revenue                                                                        715,207          60,883
                                                                                      ------------    ------------

      TOTAL LIABILITIES                                                                  2,406,684         903,888
                                                                                      ------------    ------------

COMMITMENTS AND CONTINGENCIES                                                                 --              --

STOCKHOLDERS' EQUITY:
   Series A convertible preferred stock, $4.00 stated value, $0.01 par value;
      2,500,000 shares authorized, 1,140,000 shares issued and outstanding               4,584,980       4,584,980
   Series B convertible preferred stock, $7.625 stated value, $0.01 par value;
      300,000 shares authorized, -0- and 279,771 shares issued and outstanding                --         4,175,000
   Series C convertible preferred stock, $4.00 stated value, $0.01 par value;
      1,000,000 shares authorized, 1,000,000 shares issued and outstanding               4,000,000       4,000,000
   Common stock, $0.001 par value, 100,000,000 shares authorized,
      15,302,535 and 14,480,564 shares issued and outstanding, respectively                 15,302          14,481
   Additional paid-in capital                                                           24,402,656      20,077,354
   Deferred compensation                                                                  (214,422)       (246,484)
   Accumulated deficit                                                                 (29,126,016)    (12,075,082)
                                                                                      ------------    ------------

      TOTAL STOCKHOLDERS' EQUITY                                                         3,662,500      20,530,249
                                                                                      ------------    ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $  6,069,184    $ 21,434,137
                                                                                      ============    ============
</TABLE>


                                       10
<PAGE>   11
                             Statement of Operations
                For the Transition Period Ended December 31, 2000
         Compared to December 31, 1999 and the Year Ended June 30, 2000



<TABLE>
<CAPTION>
                                                     For the Six Months     For the Year       For the Year    For the Six Months
                                                           Ended               Ended               Ended              Ended
                                                      December 31, 2000     June 30, 2000     June 30, 1999     December 31, 1999
                                                     ------------------     -------------     -------------    ------------------
                                                         (Audited)            (Audited)          (Audited)         (Unaudited)
<S>                                                  <C>                    <C>               <C>              <C>
REVENUES:
      College and high school programs                  $  1,245,000        $  1,365,790        $      --                 --
      Web site hosting and web services                       17,500             273,028            398,406            226,606
      Other revenues                                          82,829              24,909            163,515            221,125
                                                        ------------        ------------        -----------        -----------
                                                           1,345,329           1,663,727            561,921            447,731
COST OF GOODS SOLD                                         1,303,126             734,882               --               44,269
                                                        ------------        ------------        -----------        -----------

       GROSS PROFIT                                           42,203             928,845            561,921            403,462
                                                        ------------        ------------        -----------        -----------

OPERATING EXPENSES:
      Technology                                             331,119             464,120            337,997            337,600
      Depreciation and amortization                          324,196             906,840            131,545            357,413
      Sales and marketing                                    657,679           4,036,602            350,151          2,487,528
      General and administrative                           2,744,068           4,038,982          2,286,600          1,568,017
                                                        ------------        ------------        -----------        -----------

       TOTAL OPERATING EXPENSES                            4,057,062           9,446,544          3,106,293          4,750,558
                                                        ------------        ------------        -----------        -----------

       OPERATING LOSS                                     (4,014,859)         (8,517,699)        (2,544,372)        (4,347,096)
                                                        ------------        ------------        -----------        -----------

OTHER INCOME (EXPENSES)
      Interest income, net                                    11,667             121,119            (42,053)            27,806
      Write-off of uncollectible notes receivable           (114,170)               --                 --                 --
      Loss on disposal of property and equipment            (116,016)               --                 --                 --
      Assets impairment                                  (12,817,556)                  0               --                 --
      Gain on sale of business units                            --               513,716               --              185,716
                                                        ------------        ------------        -----------        -----------

       TOTAL OTHER INCOME (EXPENSES)                     (13,036,075)            634,835            (42,053)           213,522
                                                        ------------        ------------        -----------        -----------

       LOSS BEFORE INCOME TAXES                          (17,050,934)         (7,882,864)        (2,586,425)        (4,133,574)

INCOME TAXES                                                    --                  --                 --                 --
                                                        ------------        ------------        -----------        -----------
       NET LOSS                                          (17,050,934)         (7,882,864)        (2,586,425)        (4,133,574)

PREFERRED STOCK DIVIDEND EARNED                              257,549             432,824             42,485               --
                                                        ------------        ------------        -----------        -----------

       NET LOSS ATTRIBUTABLE TO COMMON SHARES           $(17,308,483)       $ (8,315,688)       $(2,628,910)       $(4,133,574)
                                                        ============        ============        ===========        ===========

Net Loss Per Share (Basis and Diluted)                  $      (1.15)       $      (0.73)       $     (0.40)       $     (0.43)
                                                        ============        ============        ===========        ===========

Weighted Average Common Shares Outstanding                15,016,136          11,392,911          6,531,153          9,678,207
                                                        ============        ============        ===========        ===========
</TABLE>


                                       11
<PAGE>   12
REVENUE. Revenues were approximately 200% greater in the six months ended
December 31, 2000 than for the six months ended December 31, 1999. This increase
was attributable to the shift in our business focus as a result of the
acquisitions of ECI, Inc. in August 1999 and Student Success, Inc. in February
2000 to the provision of online and offline services to students at transition
points in their academic careers. Our web site hosting and web services business
was discontinued in the six month period ended December 1999, and therefore no
significant revenue related to these services has been recorded in the six month
period ended December 31, 2000. We derived significantly all of our revenue in
the six months ended December 31, 2000 in the amount of approximately $1,328,000
from our high school and college programs, including the "Making It Count"
programs.

COST OF REVENUES. Our cost of revenues was approximately $1,303,126 in the six
months ended December 31, 2000, all of which were incurred in connection with
the operation and administration of our "Making It Count" programs. We accounted
for all expenses incurred in operating our businesses in the six months ended
December 31, 1999, as Operating Expenses rather than Cost of Revenues.

OPERATING EXPENSES. Operating expenses for the six months ended December 31,
2000 were approximately 15% less than for the six months ended December 31,
1999. This decrease is attributable to a reduction of our technology and
marketing personnel as well as reduced technological development and marketing
expenditures. Our technology expenditures decreased by 78% to $331,119 in the
six months ended December 31, 2000 from $1,474,378 in the six months ended
December 31, 1999. Our marketing expenditures decreased by 64% to $657,679 in
the six months ended December 31, 2000 from $1,843,891 in the six months ended
December 31, 1999. Our general and administrative expenditures increased by 145%
to $2,744,068 in the six months ended December 31, 2000 from $1,119,145 in the
six months ended December 31, 1999 as a result of increased overhead relating to
the administration of our Making It Count programs and an overall increase in
the scope of our operations.

INCOME. The operating loss for the six months ended December 31, 2000 was
approximately $17,300,000, an increase of 318%, or approximately $13,167,000,
over the operating loss of $4,133,000 for the six months ended December 31,1999.
Approximately 97%, or $12,800,000, of the increase in the operating loss was
attributable to goodwill impairment.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $2,488,172 for the six-month period
ended December 31, 2000, and $3,725,315 for the six-month period ended December
31, 1999. As of December 31, 2000, CollegeLink had negative working capital of
$1,551,029 compared to positive working capital of $2,025,845 as of December 31,
1999.


TMP has advanced $925,000 to CollegeLink and has indicated that it may continue
to fund operating deficits through the closing. CollegeLink estimates that it
will need to borrow an additional $225,000 to support its operations through the
closing. Some of these advances may have to be repaid at the closing through a
reduction in the purchase price for the assets. TMP's advances are evidenced by
interest bearing promissory notes and are secured by a lien on all of
CollegeLink's assets.


Without the planned sale of assets to TMP, there is substantial doubt as to
CollegeLink's ability to continue as a going concern. If the proposed sale of
assets to TMP is not successfully consummated, CollegeLink expects that it may
have to liquidate and may have to seek protection of the bankruptcy courts, in
which event, the holders of CollegeLink.com's common stock and preferred stock
should not expect to receive any payment on their securities in the ensuing
liquidation of CollegeLink.

CollegeLink considered whether or not to liquidate the Company and distribute
the proceeds to its stockholders. CollegeLink decided that such a liquidation
and distribution would not be in the best interests of its common stockholders
because its preferred stockholders have a liquidation preference of
approximately $8,600,000. As a result, all proceeds from the sale of assets to
TMP that would be available for distribution to stockholders would be paid to
the preferred stockholders.


                                       12
<PAGE>   13
If the sale of assets to TMP is approved by the CollegeLink.com stockholders,
CollegeLink's principal asset immediately after the closing will be the cash
received in the sale. The sale of assets will significantly reduce CollegeLink's
operating expenses. In the near term, CollegeLink will maintain a single office
of approximately 1,500 square feet and a full-time staff of three employees.
CollegeLink will examine business opportunities as they arise.

We anticipate a monthly burn rate of approximately $65,000 for CollegeLink if
the proposed transaction is consummated. The following assumptions were used to
calculate the monthly burn rate: (1) salary and related payments for base
obligations to Richard Fisher and Kevin High pursuant to existing employment
agreements each has with CollegeLink; (2) the current salary payment to
CollegeLink's administrative assistant; (3) actual rent and common area charges
under CollegeLink's lease for its premises in Bristol, Rhode Island; (4) utility
and general expenses based on the previous three months at CollegeLink's
premises in Bristol, Rhode Island; (5) insurance premiums based on existing
policies for property, casualty, liability and officers and directors liability
insurance; (6) legal and accounting fees based on previous expenditures,
including those related to CollegeLink's reporting requirements under the
Securities Exchange Act of 1934, reduced to reflect the expected reduced
business activities of CollegeLink after the sale of its assets; and (7)
anticipated travel expenses relating to reviewing business opportunities.

RECENT ACCOUNTING PRONOUNCEMENTS


In December 1999, the Securities and Exchange Commission ("SEC") released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101") which clarifies the SEC's views on revenue recognition. We adopted SAB
101 as of January 1, 2001.


In November 1999, SEC released Staff Accounting Bulletin No. 100, "Restructuring
and Impairment Charges". We are currently reviewing the impact of SAB 100 and
believe we have complied with SAB 100.

FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS


This report on Form 10-KSB/A contains forward-looking statements within the
meaning of the Securities Act of 1933, as amended and the Securities Exchange
Act of 1934, as amended. Our future results of operations could vary
significantly from the results anticipated by such forward-looking statements as
a result of various factors, including those set forth as follows and elsewhere
in this annual report on Form 10-KSB/A.



NEED FOR ADDITIONAL CAPITAL. Cash available at May 14, 2001 is able to support
our operations at present levels only through May 28, 2001. If the transaction
with TMP does not close, we have no expectation of being able to raise
additional equity capital in a timeframe that would enable us to continue
business operations. See "Special Considerations." Rather, we believe that
either (1) TMP will foreclose on our assets or (2) we will have to cease
operations and liquidate and possibly seek protection of the bankruptcy courts.
In the event of bankruptcy, TMP or other bidders might be able to acquire
CollegeLink's assets at a price that is lower than



                                       13
<PAGE>   14
the price stated in the purchase agreement, and the Company's stockholders may
receive nothing.

DELISTING FROM THE AMERICAN STOCK EXCHANGE. We do not currently meet the listing
requirements for continued listing of our common stock on the American Stock
Exchange. Although we are not currently the subject of a delisting proceeding at
the American Stock Exchange, we plan to voluntarily delist from the American
Stock Exchange promptly, and in any event within 30 days, after the closing of
the sale of our assets to TMP. We expect that our common stock will trade on the
Nasdaq Over the Counter Bulletin Board.

DEPENDENCE ON KEY PERSONNEL. Our future success depends to a significant degree
on the skills, experience and efforts of our key executive officers and key
marketing and management personnel. Our chief executive officer and president
recently resigned but are currently providing services on a substantially
full-time basis to the Company. There is a limited number of personnel with the
requisite skills to serve in these positions, and it has become increasingly
difficult for the Company to hire such personnel. Competition for such personnel
in the internet industry is intense, and there can be no assurance that the
Company will be successful in attracting or retaining such personnel. While we
have employment and consulting agreements with several key individuals, such
agreements do not guarantee their continued employment or consultancy with us.
While we also have noncompetition agreements with these individuals, there is no
assurance that the noncompetition agreements will be enforceable. The loss of
the services of any of our key employees or consultants could have a material
adverse effect on our business, operating results and financial condition. We do
not currently maintain a key person life insurance policy covering any of our
officers.

FLUCTUATIONS IN OPERATING RESULTS. We have experienced and expect to continue to
experience fluctuations in its quarterly and annual operating results.

RECENT OPERATING LOSSES. We incurred an operating loss of $4,014,859 for the
transition six month fiscal year ended December 31, 2000. We also incurred an
operating loss of $8,517,669 in our fiscal year ended June 30, 2000 and
$2,544,372 in our fiscal year ended June 30, 1999. We expect to record a net
loss in the first quarter of fiscal 2001. We have never been profitable and may
not be profitable in the future.

INTENSE COMPETITION. In each of the markets we serve, we face competition from
established competitors and potential new entrants. We expect our competitors to
continue to improve the performance of their current products and services and
to introduce new products and services with improved price and performance
characteristics. Our current or future competitors may have greater resources
than we currently have at our disposal. Our competitors may be more able to
react to changes in technology in our industry and/or to expend greater time and
funds than we can to develop and promote their products or services. Increased
competition could result in pricing pressures, reduced margins or the failure of
our products and services to achieve or maintain market acceptance.

RELUCTANCE TO USE OUR PRODUCTS AND SUBMIT COMPUTER-BASED APPLICATIONS. Our
business depends on substantial use of our products by college bound students,
because we expect that the bulk of our revenues will be derived from sales of
data


                                       14
<PAGE>   15
gathered from students and sponsorships from corporations that wish to market
products to the students. If we cannot attract and maintain a large audience of
college bound students, our business and operating results could be materially
adversely affected.

POSSIBLE VOLATILITY OF STOCK PRICE. The market price of our common stock has
been, and may continue to be, volatile. We believe that factors such as
announcements of developments related to the our business, fluctuations in the
our operating results, failure to meet securities analysts' expectations,
general conditions in the marketplace, announcement of technological
innovations, new systems or product enhancements by the Company or its
competitors, fluctuations in the level of development funding, acquisitions,
changes in governmental regulations, developments in patents or other
intellectual property rights and changes in the our relationships with customers
could cause the price of the our common stock to fluctuate substantially. In
addition, in recent years the stock market in general, and the market for small
capitalization and high technology stocks in particular, has experienced extreme
price fluctuations (and recently, severe declines) which have often been
unrelated to the operating performance of affected companies. Such fluctuations
could adversely affect the market price of our common stock.

MANAGEMENT OF CHANGING BUSINESS. If we are to be successful, we must expand our
operations. Such expansion will place a significant strain on our
administrative, operational and financial resources. Such expansion will result
in a continuing increase in the responsibility placed upon management personnel
and will require development or enhancement of operational, managerial and
financial systems and controls. If we are unable to manage the expansion of its
operations effectively, our business, financial condition and operating results
will be materially and adversely affected.

INTELLECTUAL PROPERTY PROTECTION AND INFRINGEMENT. Our ability to compete
successfully is dependent in part upon our ability to protect our proprietary
technology and information. Although we attempt to protect its proprietary
technology through copyrights, trade secrets and other measures, there can be no
assurance that these measures will be adequate or that competitors will not be
able to develop similar technology independently. Litigation may be necessary to
enforce or determine the validity and scope of our proprietary rights, and there
can be no assurance that our intellectual property rights, if challenged, will
be upheld as valid. Such litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on our business,
financial condition and operating results, regardless of the outcome of the
litigation.

There are no pending claims against us regarding infringement of any
intellectual property rights of others. However, we may receive, in the future,
communications from third parties asserting intellectual property claims against
us. Such claims could include assertions that our products infringe, or may
infringe, the proprietary rights of third parties, requests for indemnification
against such infringement or suggestions that we may be interested in acquiring
a license from such third parties. There can be no assurance that any such claim
made in the future will not result in litigation, which could involve
significant expense to us, and, if we are required or deem it appropriate to
obtain a license relating to one or more products or technologies, there can be
no assurance that we would be able to do so on commercially reasonable terms, or
at all.


                                       15
<PAGE>   16
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS


We have considered the provisions of Financial Reporting Release No. 48
"Disclosures of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosures of Quantitative and
Qualitative Information about Market Risk Inherent in Derivative Commodity
Instruments." We have no holdings of derivative financial or commodity
instruments at December 31, 2000.


We are exposed to financial market risks, including changes in interest rates.
To reduce these risks to some extent, we invest excess cash in a managed
portfolio of corporate and government bond instruments with maturities of 18
months or less. We do not use any financial instruments for speculative or
trading purposes.

Item 7.   Financial Statements and Supplementary Data

Our Financial Statements and related Report of Independent Auditors are
presented in the following pages. The Financial Statements filed in this Item 7
are as follows:

      Report of Independent Auditors
      Balance Sheets as of December 31, 2000 and June 30, 2000
      Statements of Operations for the Transition Periods Ended December 31,
      2000 and 1999 and for the fiscal years ended June 30, 2000 and June 30,
      1999
      Statement of Changes in Stockholders' Equity for the Transition Period
      Ended December 31, 2000 and the Years Ended June 30, 2000 and 1999
      Statements of Cash Flows for the Transition Period Ended December 31, 2000
      and for the Years Ended June 30, 2000 and 1999
      Notes to Financial Statements

Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

        None.


                                       16
<PAGE>   17
                          COLLEGELINK.COM INCORPORATED

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                        <C>
REPORT OF INDEPENDENT AUDITORS                                                17

FINANCIAL STATEMENTS

   Balance Sheets                                                             17

   Statement of Operations                                                    19

   Statements of Changes in Stockholders' Deficit                             20

   Statements of Cash Flows                                                   21

NOTES TO FINANCIAL STATEMENTS                                              22-31
</TABLE>


                                       17
<PAGE>   18
                         REPORT OF INDEPENDENT AUDITORS

                                                                January 19, 2001

The Board of Directors and Stockholders
CollegeLink.com Incorporated
Middletown, RI

We have audited the accompanying balance sheets of CollegeLink.com Incorporated
as of December 31, 2000 and June 30, 2000, and the related statements of
operations, changes in stockholders' deficit, and cash flow for the six months
ended December 31, 2000 and for the years ended June 30, 2000 and 1999. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits 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 CollegeLink.com Incorporated at
December 31, 2000 and June 30, 2000, and the results of its operations and its
cash flows for the six months ended December 31, 2000 and for the years ended
June 30, 2000 and 1999, in conformity with accounting principles generally
accepted in the United States.


The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company incurred a net loss of $17,050,934 during the
six months ended December 31, 2000, and the existing cash is insufficient to
fund the Company's cash flow need for the next year. The Company has signed an
agreement to sell substantially all of its assets. The net proceeds from the
sale (before required escrows) are expected to be approximately $2,787,500
which the Company expects will be sufficient for its operations for the
foreseeable future. These conditions raise substantial doubt about its ability
to continue as a going concern. Management's plans regarding those matters also
are described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





                                                      /s/ Radin Glass & Co., LLP
                                                    Certified Public Accountants
                                                              New York, New York

                                       18
<PAGE>   19
                                 BALANCE SHEETS

                For the Transition Period Ended December 31, 2000
                        and the Year Ended June 30, 2000



<TABLE>
<CAPTION>
                                     ASSETS
                                                                                          December 31,          June 30,
                                                                                              2000                2000
                                                                                          ------------        ------------
<S>                                                                                       <C>                 <C>
CURRENT ASSETS:
   Cash                                                                                   $    161,481        $  2,236,430
   Accounts receivable, net                                                                    382,539             422,005
   Notes receivable, stockholders, current portion                                              35,000              60,000
   Note receivable, other                                                                         --                89,170
   Prepaid expenses and other current assets                                                   276,635             122,128
                                                                                          ------------        ------------

      Total Current Assets                                                                     855,655           2,929,733
                                                                                          ------------        ------------

PROPERTY AND EQUIPMENT, Net                                                                    571,072             759,829
                                                                                          ------------        ------------

OTHER ASSETS:
   Book right, net of accumulated amortization of $15,027 and $13,638, respectively             34,973              36,362
   Notes receivable, stockholders, less current portion                                           --               120,000
   Goodwill, net                                                                             4,245,897          16,266,737
   Other intangible, net                                                                          --               943,126
   Website development costs, net                                                              361,587             378,350
                                                                                          ------------        ------------

                                                                                             4,642,457          17,744,575
                                                                                          ------------        ------------

      TOTAL ASSETS                                                                        $  6,069,184        $ 21,434,137
                                                                                          ============        ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                                  $  1,188,560        $    698,005
   Notes payable                                                                               502,917                --
   Prepaid program fee                                                                            --               145,000
   Unearned revenue                                                                            715,207              60,883
                                                                                          ------------        ------------

      TOTAL LIABILITIES                                                                      2,406,684             903,888
                                                                                          ------------        ------------

COMMITMENTS AND CONTINGENCIES                                                                     --                  --

STOCKHOLDERS' EQUITY:
   Series A convertible preferred stock, $4.00 stated value, $0.01 par value;
      2,500,000 shares authorized, 1,140,000 shares issued and outstanding                   4,584,980           4,584,980
   Series B convertible preferred stock, $7.625 stated value, $0.01 par value;
      300,000 shares authorized, -0- and 279,771 shares issued and outstanding                    --             4,175,000
   Series C convertible preferred stock, $4.00 stated value, $0.01 par value;
      1,000,000 shares authorized, 1,000,000 shares issued and outstanding                   4,000,000           4,000,000
   Common stock, $0.001 par value, 100,000,000 shares authorized,
      15,302,535 and 14,480,564 shares issued and outstanding, respectively                     15,302              14,481
   Additional paid-in capital                                                               24,402,656          20,077,354
   Deferred compensation                                                                      (214,422)           (246,484)
   Accumulated deficit                                                                     (29,126,016)        (12,075,082)
                                                                                          ------------        ------------

      TOTAL STOCKHOLDERS' EQUITY                                                             3,662,500          20,530,249
                                                                                          ------------        ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $  6,069,184        $ 21,434,137
                                                                                          ============        ============
</TABLE>


                       See notes to financial statements.


                                       19
<PAGE>   20
                            STATEMENTS OF OPERATIONS

                For the Transition Period Ended December 31, 2000
         Compared to December 31, 1999 and the Year Ended June 30, 2000

<TABLE>
<CAPTION>
                                                     For the Six Months     For the Year       For the Year    For the Six Months
                                                           Ended                Ended             Ended              Ended
                                                      December 31, 2000     June 30, 2000      June 30, 1999    December 31, 1999
                                                     ------------------     -------------      -------------   ------------------
                                                          (Audited)           (Audited)          (Audited)         (Unaudited)
<S>                                                  <C>                    <C>                <C>             <C>
REVENUES:
      College and high school programs                  $  1,245,000        $  1,365,790        $      --                 --
      Web site hosting and web services                       17,500             273,028            398,406            226,606
      Other revenues                                          82,829              24,909            163,515            221,125
                                                        ------------        ------------        -----------        -----------
                                                           1,345,329           1,663,727            561,921            447,731
COST OF GOODS SOLD                                         1,303,126             734,882               --               44,269
                                                        ------------        ------------        -----------        -----------

       GROSS PROFIT                                           42,203             928,845            561,921            403,462
                                                        ------------        ------------        -----------        -----------

OPERATING EXPENSES:
      Technology                                             331,119             464,120            337,997            337,600
      Depreciation and amortization                          324,196             906,840            131,545            357,413
      Sales and marketing                                    657,679           4,036,602            350,151          2,487,528
      General and administrative                           2,744,068           4,038,982          2,286,600          1,568,017
                                                        ------------        ------------        -----------        -----------

       TOTAL OPERATING EXPENSES                            4,057,062           9,446,544          3,106,293          4,750,558
                                                        ------------        ------------        -----------        -----------

       OPERATING LOSS                                     (4,014,859)         (8,517,699)        (2,544,372)        (4,347,096)
                                                        ------------        ------------        -----------        -----------

OTHER INCOME (EXPENSES)
      Interest income, net                                    11,667             121,119            (42,053)            27,806
      Write-off of uncollectible notes receivable           (114,170)               --                 --                 --
      Loss on disposal of property and equipment            (116,016)               --                 --                 --
      Assets impairment                                  (12,817,556)                  0               --                 --
      Gain on sale of business units                            --               513,716               --              185,716
                                                        ------------        ------------        -----------        -----------

       TOTAL OTHER INCOME (EXPENSES)                     (13,036,075)            634,835            (42,053)           213,522
                                                        ------------        ------------        -----------        -----------

       LOSS BEFORE INCOME TAXES                          (17,050,934)         (7,882,864)        (2,586,425)        (4,133,574)

INCOME TAXES                                                    --                  --                 --                 --
                                                        ------------        ------------        -----------        -----------
       NET LOSS                                          (17,050,934)         (7,882,864)        (2,586,425)        (4,133,574)

PREFERRED STOCK DIVIDEND EARNED                              257,549             432,824             42,485               --
                                                        ------------        ------------        -----------        -----------


       NET LOSS ATTRIBUTABLE TO COMMON SHARES           $(17,308,483)       $ (8,315,688)       $(2,628,910)       $(4,133,574)
                                                        ============        ============        ===========        ===========

Net Loss Per Share (Basis and Diluted)                  $      (1.15)       $      (0.73)       $     (0.40)       $     (0.43)
                                                        ============        ============        ===========        ===========

Weighted Average Common Shares Outstanding                15,016,136          11,392,911          6,531,153          9,678,207
                                                        ============        ============        ===========        ===========
</TABLE>


                       See notes to financial statements.


                                       20
<PAGE>   21
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                 PREFERRED STOCK                COMMON STOCK              ADDITIONAL
                                            SHARES            AMOUNT        SHARES          AMOUNT      PAID-IN CAPITAL
                                           ---------        ----------    ----------        -------     ---------------
<S>                                        <C>              <C>           <C>               <C>         <C>
Balance - June 30, 1998                          543        $  542,500     3,482,556        $ 3,483        $  990,490

Conversion of preferred stock                   (543)         (542,500)      453,976            454           542,046
Issuance of shares for assets                                              1,345,350          1,345           145,954
Issuances of shares for compensation                                       1,372,070          1,372             1,008
Issuance of shares for services                                              559,438            559           376,391
Sales of common shares, less expenses                                        374,725            375           194,625
Effect of merger transaction                                               1,204,096          1,204             1,029
Issuance of shares with debt                                                 360,000            360           250,660
Issuance of Series A preferred stock         775,000         3,100,000
Dividends                                                                                                     (42,485)
Net loss
                                           ---------        ----------    ----------        -------       -----------

Balance - June 30, 1999                      775,000        $3,100,000     9,152,211        $ 9,152        $2,459,718

Issuance of Series A preferred stock         365,000         1,484,980
Issuance of stock in connection with
 with ECI merger                             279,771         4,175,000       659,005            659         2,882,488
Issuance of shares for services                                              170,624            171           386,521
Shares adjustment                                                             74,224             74               (74)
Issuance of Series C preferred stock       1,000,000         4,000,000
Issuance of shares in connection
 with public offering, net of costs                                        2,530,000          2,530         7,666,586
Issuance of shares in connection
 with SSI acquisition                                                      1,625,000          1,625         5,787,438
Issuance of shares for assets - OSN                                          225,000            225           618,525
Issuance of options for compensation                                                                          441,074
Amortization of deferred compensation
Preferred stock dividend                                                      44,500             45          (164,922)
Net loss
                                           ---------        ----------    ----------        -------       -----------
Balance - June 30, 2000                    2,419,771        12,759,980    14,480,564         14,481        20,077,354

Conversion of Series B preferred stock      (279,771)       (4,175,000)      550,370            550         4,174,450
Shares adjustment                                                             60,000             60               (60)
Issuance of shares and warrant                                               200,000            200            64,600
Exercise of options                                                           11,601             11               104
Issuance of options for services                                                                               86,208
Amortization of deferred compensation
Net income
                                           ---------        ----------    ----------        -------       -----------
Balance - December 31, 2000                2,140,000        $8,584,980    15,302,535        $15,302       $24,402,656
                                           =========        ==========    ==========        =======       ===========
</TABLE>


<TABLE>
<CAPTION>
                                             DEFERRED         RETAINED
                                           COMPENSATION       EARNINGS           TOTAL
                                           ------------     ------------      ------------
<S>                                        <C>              <C>               <C>
Balance - June 30, 1998                    $     --         $ (1,605,793)     $    (69,320)

Conversion of preferred stock                                                           --
Issuance of shares for assets                                                      147,299
Issuances of shares for compensation                                                 2,380
Issuance of shares for services                                                    376,950
Sales of common shares, less expenses                                              195,000
Effect of merger transaction                                                         2,233
Issuance of shares with debt                                                       251,020
Issuance of Series A preferred stock                                             3,100,000
Dividends                                                                          (42,485)
Net loss                                                      (2,586,425)       (2,586,425)
                                           ------------     ------------      ------------

Balance - June 30, 1999                    $     --         $ (4,192,218)     $  1,376,652

Issuance of Series A preferred stock                                             1,484,980
Issuance of stock in connection with
 with ECI merger                                                                 7,058,147
Issuance of shares for services                (142,500)                           244,192
Shares adjustment                                                                       --
Issuance of Series C preferred stock                                             4,000,000
Issuance of shares in connection
 with public offering, net of costs                                              7,669,116
Issuance of shares in connection
 with SSI acquisition                                                            5,789,063
Issuance of shares for assets - OSN                                                618,750
Issuance of options for compensation           (178,125)                           262,949
Amortization of deferred compensation            74,141                             74,141
Preferred stock dividend                                                          (164,877)
Net loss                                                      (7,882,864)       (7,882,864)
                                           ------------     ------------      ------------
Balance - June 30, 2000                        (246,484)     (12,075,082)       20,530,249

Conversion of Series B preferred stock                                                  --
Shares adjustment                                                                       --
Issuance of shares and warrant                                                      64,800
Exercise of options                                                                    115
Issuance of options for services                (86,208)                                --
Amortization of deferred compensation           118,270                            118,270
Net income                                                   (17,050,934)      (17,050,934)
                                           ------------     ------------      ------------
Balance - December 31, 2000                $   (214,422)    $(29,126,016)     $  3,662,500
                                           ============     ============      ============
</TABLE>


                       See notes to financial statements.


                                       21
<PAGE>   22
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       For the Six Months    For the Year        For the Year
                                                             Ended              Ended               Ended
                                                       December 31, 2000     June 30, 2000      June 30, 1999
                                                       -----------------     -------------      -------------
<S>                                                    <C>                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                $(17,050,934)       $ (7,882,864)       $ (2,586,425)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                              324,196             906,840             131,545
   Stock-based compensation                                   183,070             581,282             384,308
   Loss in disposal of property and equipment                 116,016                --                 1,231
   Write-off of notes/accounts receivable                     114,170                --                89,800
   Assets impairment                                       12,817,556                --                  --
   Accrued interest on note payable                             2,917                --                  --
 Changes in operating assets and liabilities:
   Accounts receivable                                         39,466            (321,842)           (117,850)
   Prepaid expenses and others                                (34,507)            (73,241)            (72,372)
   Accounts payable and accrued expenses                      490,554             302,661              94,080
   Unearned revenue                                           509,324             170,884             (22,126)
                                                         ------------        ------------        ------------

    CASH FLOW USED IN OPERATING ACTIVITIES                 (2,488,172)         (6,316,280)         (2,097,809)
                                                         ------------        ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                          (36,792)           (662,242)            (26,520)
 Proceeds from equipment disposals                               --                  --                 9,600
 Proceeds from rent deposit                                      --                  --                 5,050
 Issuance of notes receivable                                    --              (269,170)               --
 Payments for acquisitions                                       --            (4,497,847)               --
 Capitalization of website development costs                  (50,100)           (378,350)               --
                                                         ------------        ------------        ------------

    CASH FLOW USED IN INVESTING ACTIVITIES                    (86,892)         (5,807,609)            (11,870)
                                                         ------------        ------------        ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
 Proceeds from issuance of preferred stock                       --             5,484,980           3,100,000
 Principal repayments of capital lease obligations               --                  --               (11,049)
 Proceeds from note payable and debt                          500,000                --               251,021
 Repayments of note payable and debt                             --                  --               (58,071)
 Proceeds from issuance of common stock                           115           7,669,116             195,000
 Payments of dividends                                           --              (164,877)            (42,485)
                                                         ------------        ------------        ------------

    CASH FLOW PROVIDED BY FINANCING ACTIVITIES                500,115          12,989,219           3,434,416
                                                         ------------        ------------        ------------

    NET INCREASE (DECREASE) IN CASH                        (2,074,949)            865,330           1,324,737

CASH, Beginning                                             2,236,430           1,371,100              46,363
                                                         ------------        ------------        ------------

CASH, Ending                                             $    161,481        $  2,236,430        $  1,371,100
                                                         ============        ============        ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid during the periods for:
   Interest                                              $       --          $     14,156        $        996
                                                         ============        ============        ============
   Taxes                                                 $       --          $      7,351        $     32,979
                                                         ============        ============        ============

 Non-cash investing and financing activities:
   Conversion of preferred stock to common stock         $  4,175,000        $       --          $    542,500
                                                         ============        ============        ============
   Issuance of options for services                      $     86,208        $    462,401        $       --
                                                         ============        ============        ============
   Issuance of stock for preferred stock dividend                --                55,680        $       --
                                                         ============        ============        ============
   Stock issued for acquisition                          $       --          $ 13,465,960        $       --
                                                         ============        ============        ============
   Issuance of stock for debt                            $       --          $       --          $     66,021
                                                         ============        ============        ============
   Issuance of stock for assets                          $       --          $       --          $    147,299
                                                         ============        ============        ============

</TABLE>


                       See notes to financial statements.


                                       22
<PAGE>   23
                          NOTES TO FINANCIAL STATEMENTS

1.     BUSINESS

       On March 5, 1999, Cytation Corporation (formerly known as Web Services
       International, Inc.) was acquired by Cytation.com Incorporated, a New
       York corporation, (formerly known as Stylex Homes, Inc.) through a
       "reverse merger" transaction, whereby each outstanding share of Cytation
       Corporation was exchanged for 5.765 shares of Cytation.com Incorporated.
       This merger has been accounted for as a "Recapitalization" as if
       Cytation.com Incorporated issued additional shares for the net assets of
       Cytation Corporation. CollegeLink.com Incorporated (the "Company"), a
       Delaware Corporation, is the surviving corporation in a merger on
       November 16, 1999 between Cytation.com Incorporated and the Company. The
       number of common share information has been adjusted to reflect the
       effects of the mergers.

       The Company provides an extensive range of in-school and online services
       directed at high school students and their parents, high school guidance
       counselors, college admissions officers and corporations which target the
       teen marketplace.


2.     BASIS OF PRESENTATION

       As shown in the accompanying financial statements, the Company incurred a
       net loss of $17,050,934 during the six months ended December 31, 2000. In
       addition, cash available at December 31, 2000 is able to support the
       Company's operations at present levels only to February 2000. The Company
       needs to raise more capital through public or private financing. The
       Company does not know if additional financing will be available or, if
       available, whether it will be available on attractive terms. If the
       Company does raise more capital in the future, it is probably that it
       will result in substantial dilution to its stockholders. These factors
       create substantial doubt as to the Company's ability to continue as a
       going concern. The ability of the Company to continue as a going concern
       is dependent upon the success of the capital offering or alternative
       financing arrangements. The Company has signed an agreement to sell
       substantially all of its assets (see Note 12 for more detail). The net
       proceeds from this sale (before required escrows) are expected to be
       approximately $3,000,000, which the Company expects will be sufficient
       for its operations for the foreseeable future. The financial statements
       do not include any adjustments to the financial statements that might be
       necessary should the Company be unable to continue as a going concern.

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.     Use of Estimates - The preparation of financial statements in
              accordance with generally accepted accounting principles requires
              management to make significant estimates and assumptions that
              affect the reported amounts of assets and liabilities at the date
              of the financial statements and the reported amounts of revenues
              and expenses during the reported period. Actual results could
              differ from those estimates.

       b.     Property and Equipment - Property and equipment are stated at cost
              and depreciated using the straight-line method over the estimated
              useful lives of the assets ranging from three to seven years for
              equipment, auto and furniture. Leasehold improvements are
              amortized over the term of the lease or the estimated life of the
              improvement, whichever is shorter. Whenever assets are sold or
              retired, their cost and related accumulated depreciation are
              removed from the appropriate accounts. Any gains and losses on
              dispositions are recorded in current operations.

       c.     Fair Value of Financial Instruments - The carrying amounts
              reported in the balance sheet for cash, trade receivables,
              accounts payable and accrued expenses approximate fair value based
              on the short-term maturity of these instruments.


                                       23
<PAGE>   24
       d.     Income Taxes - The Company utilizes the liability method of
              accounting for income taxes as set forth in SFAS 109, "Accounting
              for Income Taxes." Under the liability method, deferred taxes are
              determined based on the difference between the financial statement
              and tax bases of assets and liabilities using enacted tax rates in
              effect in the years in which the differences are expected to
              reverse.

       e.     Advertising Costs - Advertising costs are expensed as incurred.
              Total advertising costs amounted to $172,244 and $1,937,095 for
              the six months ended December 31, 2000 and for the year ended June
              30, 2000, respectively.

       f.     Revenue Recognition - Revenues are recognized when services are
              performed. For the college and high school programs, the Company
              recognizes revenue over the program life, which generally is five
              to six months, taking into account the number of presentations
              completed and to be completed costs and contracts price. Deferred
              revenue represents unearned revenue for the uncompleted programs
              at the balance sheet date based upon number of presentations not
              yet completed. Prepaid program fees represent fees received in
              advances for programs not yet started.

       g.     Employee Stock Options and Shares Issued for Services - The
              Company accounts for employee stock transactions in accordance
              with APB Opinion No. 25, "Accounting for Stock Issued to
              Employees." The Company has adopted the proforma disclosure
              requirements of SFAS 123, "Accounting for Stock-Based
              Compensation." Accordingly, any excess of fair market value of
              stock issued to employees over exercise prices has been recorded
              as compensation expense and additional paid in capital.

       h.     Loss Per Share - The Company adopted the provision of SFAS No.
              128, "Earnings per Share". SFAS No. 128 eliminates the
              presentation of primary and fully dilutive earnings per share
              ("EPS") and requires presentation of basic and diluted EPS. Basic
              EPS is computed by dividing income (loss) available to common
              stockholders by the weighted-average number of common shares
              outstanding for the period. Diluted EPS is based on the
              weighted-average number of shares of common stock and common stock
              equivalents outstanding for the period. Common stock equivalents
              are excluded in the computation of diluted EPS for the six months
              ended December 31, 2000 and the year ended June 30, 2000 as such
              inclusion is antidiluted. The computations of basic and diluted
              EPS from continuing operations were as follows:

<TABLE>
<CAPTION>
                                                            For the Six      For the Year Ended
                                                            months Ended          June 30,
                                                          December 31, 2000        2000
                                                          -----------------  ------------------
<S>                                                       <C>                <C>
             Net Loss                                         $17,050,934       $ 7,882,864
             Preferred Stock Dividend Earned                      257,549           432,824
                                                              -----------       -----------
             Net Loss Attributable to Common Shares           $17,308,483       $ 8,315,688
             Weighted Average Common Shares Outstanding        15,016,136        11,392,911
                                                              -----------       -----------
             Net Loss per Share (Basic and Diluted)           $      1.15       $      0.73
                                                              ===========       ===========
</TABLE>

       i.     Accounting for Long-Lived Assets - The Company reviews long-lived
              assets, certain identifiable assets and any goodwill related to
              those assets for impairment whenever circumstances and situations
              change such that there is an indication that the carrying amounts
              may not be recoverable. At December 31, 2000, the Company believed
              that there had been no impairment of long-lived assets except an
              impairment of goodwill and other intangible assets (see Note 6 for
              further discussion).

       j.     Reporting of Segments - The Company adopted No. 131, "Disclosures
              about Segments of an Enterprise and Related Information" during
              the year ended June 30, 1999. SFAS No. 131 establishes the
              criteria for determining an operating segment and establishes the
              disclosure requirements for reporting information about operating
              segments. The Company has determined that under SFAS No. 131, it
              operates in one segment of service.

       k.     Cash and Cash Equivalents - For purposes of the statement of cash
              flows, the Company considers all short-term investments with an
              original maturity of three months or less to be cash equivalents.
              The


                                       24
<PAGE>   25
              Company may have cash balances in the bank in excess of the
              maximum amount insured by the FDIC through the period.

       l.     Change of Year-End - The Company changes its year-end from June 30
              to December 31.

       m.     Website Development Costs - The Company follows EITF 00-2 as to
              its website development costs. EITF 00-2 requires certain website
              development costs to be expensed and others to be capitalized. The
              Company capitalized website development costs of $50,100 and
              $378,350 during six months ended December 31, 2000 and for the
              year ended June 30, 2000 in accordance with EITF 00-2,
              respectively. The capitalized costs were payroll and payroll taxes
              paid to the programmers after the planning stage. The website
              development costs is amortized over three years. Total
              amortization expense for the six months ended December 31, 2000
              and the year ended June 30, 2000 were $66,864 and $-0-,
              respectively.

       n.     Reclassifications - Certain accounts in the prior period financial
              statements have been reclassified for comparative purposes to
              conform with the presentation in the current period financial
              statements. These reclassifications have no effect on previously
              reported income.

4.     NOTES RECEIVABLE, STOCKHOLDERS AND OTHER

       Notes receivable at December 31, 2000 and June 30, 2000 consist of the
following:


<TABLE>
<CAPTION>
                                                                              December 31,     June 30,
                                                                                 2000           2000
                                                                              ------------    --------
<S>                                                                           <C>             <C>
      Note receivable from stockholder, due in monthly installment of
      $2,500 plus interest at 5% through May 1, 2001 (A).                      $   --         $ 25,000

      Note receivable from stockholder, principal and interest at 5% due
      on January 18, 2001.                                                       35,000         35,000

      Note receivable from stockholders, non-interest bearing. (B)                 --          120,000

      Note receivable-other, due on demand with interest at 6%.  Balance
      at June 30, 2000 included accrued interest of  $2,175 (C).                   --           89,170
                                                                               --------       --------
                                                                                 35,000        269,170
      Less: Current Portion                                                        --          149,170
                                                                               --------       --------
             Notes Receivable, less Current Portion                            $ 35,000       $120,000
                                                                               ========       ========
</TABLE>



       (A) After repeated demand for payment, the Company determined that this
           note would not be recoverable and wrote it off during the quarter
           ended December 31, 2000.


       (B) In fiscal year ended December 31, 2000, the Company's directors
           unanimously approved the reacquisition of certain assets from
           ConferenceNow.com Incorporated ("ConferenceNow"), a corporation
           in which Richard Fisher and Kevin High, two of the Company's
           directors, were shareholders. The assets had previously been
           acquired by ConferenceNow from the Company and were used to
           develop online conferencing technology. The transaction was
           entered into in order to enable the Company to transfer the assets
           to TMP Worldwide Inc. as part of the sale of substantially all of
           the Company's assets to TMP. In connection with the transaction, the
           Company, Mr. Fisher and Mr. High surrendered their shares of
           ConferenceNow, and promissory notes issued by Mr. Fisher and Mr.
           High to the Company in the aggregate amount of $120,000 were
           cancelled.



       (C) In September 2000, the Company demanded payment from OSN and realized
           that the note would not be recoverable and therefore the note was
           written off. OSN was insolvent and had no ability to pay the note.


5.     PROPERTY AND EQUIPMENT

       Property and equipment at December 31, 2000 and June 30, 2000 consist of
       the following:

<TABLE>
<CAPTION>
                                               December 31,    June 30,       Estimated
                                                  2000           2000        Useful Lives
                                               ------------    --------      ------------
<S>                                            <C>            <C>            <C>
          Computer and office equipment        $  644,961     $  608,733       3 years
          Furniture and fixtures                  333,559        332,992       7 years
          Leasehold improvements                     --          172,421       5 years
                                               ----------     ----------
                                                  978,520      1,114,146
          Less: accumulated depreciation          407,448        354,317
                                               ----------     ----------
          Property and Equipment, Net          $  571,072     $  759,829
                                               ==========     ==========
</TABLE>

       Depreciation expense for the six months ended December 31, 2000 and for
       the year ended June 30, 2000 was $109,535 and $152,896 respectively.


                                       25
<PAGE>   26
6.    GOODWILL AND OTHER INTANGIBLE ASSETS

       The carrying value of intangible, as required by Statements of Financial
       Accounting Standard ("SFAS") No. 121, is reviewed if the facts and
       circumstances, such as significant declines in sales, earnings or cash
       flows, or a material adverse change in the business environment indicated
       that an impairment may have occurred. If there is an indication of such
       impairment, an evaluation of the estimated cash flows of the related
       entity is made, and, if impairment is indicated, a write down is made.

       The Company reviews long-lived assets, certain identifiable assets and
       any goodwill related to those assets for impairment whenever the
       conditions indicated in SFAS No. 121, Accounting for the Impairment of
       Long-Lived Assets and for Long-Lived Assets to be Disposed of, require: a
       decrease in the market value of an assets, a change in use of the asset,
       a change in legal factors or business climate, accumulation of costs
       significantly in excess of original expectations or a current period loss
       combined with history of losses.







              Management does not believe that any these events had occurred by
       June 30, 2000, and therefore that an impairment analysis was not required
       under SFAS 121. SFAS No. 121, paragraph 5, sets forth five examples of
       events or changes in circumstances that would warrant an assessment of
       assets for possible impairment:



              a. A significant decrease in the market value of an asset. On
       June 30, 2000, the Company's management had no compelling reason to
       believe that there had been a significant decrease in the market value of
       its assets. To the contrary, management believed that the Company's
       principal assets had increased in value from the respective dates of
       their acquisition.



              Internet-related assets. Since acquiring the online division in
       August 1999, the Company had significantly improved its technology to be
       compatible with the Internet industry's ever-changing and improving
       computer technologies. The Company expended significant funds over the
       period March through August 2000 to revamp and relaunch the
       collegelink.com website and position its online division to generate
       revenue. The functionality of the site was expanded in preparation for
       the September 1, 2000 relaunch to encompass not only college applications
       but also scholarship and college search capabilities in addition to
       online student loan applications. The Company had entered into an
       agreement in August 2000 with industry leader U.S. News & World Report to
       be that organization's exclusive online provider of college application
       services (replacing CollegeLink's principal competitor). Moreover, the
       online division's constituency of 900 college and university customers
       (colleges that accepted CollegeLink-processed applications) was fully
       intact on June 30, 2000, and the Company had a full-time sales force of
       four engaged in onsite college sales calls to strengthen and expand
       these relationships. Further, the acquisition of Student Success, Inc.
       created a feeder for the online programs and helped generate an average
       of 1,400,000 monthly page views for collegelink.com during the
       ensuing school year, further enhancing the value of the existing
       intangible.



              Offline assets. The Company's Making It Count division was
       principally an offline business with a proven revenue generating business
       model. As of June 30, 2000, the Company had concluded preparations for
       rolling out its "Making High School Count" Program to reach 700,000
       students (an increase of 650,000 students); for launching and receiving
       sponsorship commitments for its new program, "Making Your College Search
       Count" (which is expected to reach in excess of 600,000 students during
       the period January through June 2001); and for expanding its flagship
       program, "Making College Count", to reach an estimated 700,000 students
       during the period January through June 2001. This represented growth of
       approximately 400%.



              b. A significant change in the extent or manner in which an asset
       is used or a significant physical change in an asset. On June 30, 2000,
       the Company's management did not believe that this indicator was
       applicable to the Company.



              c. A significant adverse change in legal factors or in the
       business climate that could affect the value of an asset or an adverse
       action or assessment by a regulator. On June 30, 2000, the Company's
       management did not believe that this indicator was applicable to the
       Company.



              d. An accumulation of costs significantly in excess of the amount
       originally expected to acquire or construct an asset. On June 30, 2000,
       the Company's management did not believe that this indicator was
       applicable to the Company.



              e. A current period operating or cash flow loss combined with a
       history of operating or cash flow losses or a projection or forecast that
       demonstrates continuing losses associated with an asset used for the
       purpose of producing revenue. On June 30, 2000, the Company's management
       did not believe that this indicator was applicable to the Company. The
       fiscal year commencing July 1, 2000 marked the first time that the
       programs of the offline and online divisions were synchronized. The
       Company's previous operating and cash flow losses were in part incurred
       from the operations of other (now discontinued) businesses or, with
       respect to the fiscal year ending June 30, 2000, were reflective of
       efforts to consolidate, restructure and integrate two acquired businesses
       and to follow through on commitments which had been made before their
       acquisitions. Projections prepared in June 2000 for the offline division
       indicated revenue in excess of $4,000,000 and positive cash flow.
       Projections prepared in June 2000 for the online division indicated a
       significant increase in revenue based on expected growth of the use of
       the CollegeLink application service (particularly from colleges for whom
       the Company had developed "back end" private label web application
       services) and from the sale of data collected online.



              The Company's management believed that the decline in the market
       price of the Company's common stock reflected the market conditions
       generally and in particular for companies perceived as "dot.com"
       enterprises which increasingly were viewed critically if they could not
       demonstrate a revenue producing business model. At June 30, 2000,
       management believed that CollegeLink was perceived by investors as a
       "dot.com" enterprise but in fact was in significant part an offline
       business with a business model in a different industry (self
       help/motivational) that indicated both revenue and positive cash flow.
       Accordingly, even if the decline in the market value of the Company's
       common stock was a criterion for an impairment analysis in SFAS No.
       121, the Company's management did not believe that is was reason to find
       impairment in either the Company's acquired offline division or, given
       the relaunch of the collegelink.com website and the offline support the
       Company anticipated would be generated for it through the greatly
       expanded "Making It Count" programs, for the online division as well.



              For similar reasons, the decline of the "dot.com" industry in
       general, even if the decline in the industry of a company was a
       criterion for an impairment analysis in SFAS No. 121, there would not
       have been reason to find impairment in either of the Company's acquired
       divisions.




       During the period ended December 31, 2000, in view of the impending sale
       of substantially all of the assets of the Company as described in Note
       12, the Company wrote down its intangible assets to the net proceeds of
       the sale. As a result, the Company recorded an impairment on its goodwill
       and other intangible assets of $12,817,556.


       Goodwill and other intangible assets at December 31, 2000 and June 30,
       2000 consist of the following:



<TABLE>
<CAPTION>
                                               December 31,        June 30,        Estimated
                                                  2000              2000          Useful Lives
                                               -----------       -----------      ------------
<S>                                            <C>               <C>              <C>
          Goodwill                             $ 4,392,307       $16,934,942       15 Years
          Technology                                  --           1,028,865        5 Years
                                               -----------       -----------
                                                 4,392,307        17,963,807
          Less: accumulated amortization           146,410           753,944
                                               -----------       -----------
                                               $ 4,245,897       $17,209,863
                                               ===========       ===========
</TABLE>


       Amortization expense for the six months ended December 31, 2000 and for
       the year ended June 30, 2000 was $146,410 and $753,944, respectively.

7.     STOCKHOLDERS' EQUITY

       a.     Authorized Shares

              The Company's authorized shares consists of 110,000,000 shares,
              divided into 100,000,000 shares of common stock, par value $.001
              per share and 10,000,000 shares of preferred stock, par value $.01
              per share.

       b.     Acquisition of Assets

              On March 20, 2000, the Company entered into a license agreement
              with Online Scouting Network, Inc. ("OSN"). The license grants the
              Company a non-exclusive right to use substantially all of OSN's
              intellectual property assets, including OSN's databases of student
              athletes and registered college coaches and OSN's proprietary
              software. As consideration for the license, the Company paid OSN
              $260,000 in cash and issued 225,000 shares of its common stock
              valued at $2.75 per share.

       c.     Shares Issued for Services

              During the year ended June 30, 2000, the Company issued 120,624
              shares of its common stock to unrelated parties for marketing and
              investing services, which shares were recorded at fair market
              value at the time of the agreements of $1.375 to $2.75 per share.
              In addition, the Company issued 50,000 shares of its common stock
              pursuant to an employment agreement.


                                       26
<PAGE>   27
       d.     Private Placement Offering

              In January 1999, the Company received $195,000, net of expenses,
              from the sales of 374,725 shares of its common stock in connection
              with the private placement offering.

       e.     Issuance of Series A Convertible Preferred Stock

              In April 1999, the Company received $3,100,000 in exchange for
              775,000 shares of 6% cumulative preferred stock designated as
              "Series A Convertible Preferred Stock" ("Preferred A") from two
              investors. "Preferred A" has a stated value of $4.00 per share, a
              par value of $.01 per share and dividends payable quarterly. Any
              holder of Preferred A may at any time convert stock into the
              common stock of the Company at a ratio of one share of common
              stock for each share of Preferred A. The Company may require
              conversion on or after the first anniversary of the initial
              purchase if the closing bid price for its common shares exceeds
              $6.00 for twenty consecutive trading days.

              If a special event occurs, as defined, the holders of the issued
              and outstanding Preferred A are entitled to receive $4.00 for each
              share of Preferred A, before any distribution of the assets of the
              Company shall be made to the holders of any other capital stock.

              During the year ended June 30, 2000, the Company issued additional
              365,000 shares of its Preferred A for $1,484,980.

       f.     Series C Convertible Preferred Stock

              In September 1999, the Company received $4,000,000 in exchange for
              1,000,000 shares of 6% cumulative preferred stock designated as
              "Series C Convertible Preferred Stock" ("Preferred C") from PNC
              Bank Corp. Preferred C has a stated value of $4.00 per share, a
              par value of $0.01 per share and dividends payable quarterly. The
              Preferred C holder has the similar preference of Preferred A (see
              e. above).

       g.     Business Acquisitions

              On August 10, 1999, the Company acquired ECI, Inc. through a
              merger transaction. As consideration for the merger, the Company
              issued 550,809 shares of its common stock, 234,771 shares of its
              Series B Preferred Stock ("Preferred B") and paid $489 in cash.
              The Company also assumed approximately $800,000 of ECI, Inc.'s
              liabilities in connection with the merger. In addition, the
              Company settled a claim against ECI, Inc. in exchange for 108,196
              shares of the Company's common stock and 45,000 shares of
              Preferred B. Total purchase price of approximately $8,000,000
              including 659,005 shares of common stock, valued at $4.375 per
              share, 279,771 shares of Preferred B, valued at $4,175,000,
              assumption of liabilities and acquisition costs of approximately
              $180,000. The purchase price was allocated principally to goodwill
              which is being amortized over 15 years. Subject to certain terms
              and conditions, each share of Preferred B is convertible to such
              number of common stock as is determined by dividing $15 by the
              Conversion Price, as defined. In August 2000, 279,771 shares of
              Preferred B are converted to 550,392 shares of its common stock.

              On February 17, 2000, the Company acquired Student Success, Inc.
              ("SSI") through a merger transaction. As consideration for the
              merger, the Company issued 1,625,000 shares of its common stock,
              valued at $3.5625 per share, and $2,600,000 in cash to two
              stockholders/officers of SSI (the "Former Stockholders"). The
              Company also assumed approximately $200,000 of SSI's liabilities
              and incurred acquisition costs of approximately $55,000 in
              connection with the merger. The purchase price of approximately
              $9,000,000 was allocated principally to goodwill which is being
              amortized over 15 years. In addition, the Company entered into
              employment agreements with the Former Stockholders, whereby the
              Company granted each an option to purchase up to 200,000 shares of
              the Company's common stock with an exercise price of $4.00 per
              share.

              Both acquisitions were being accounted for using the purchase
              method. The operations of ECI and SSI have been included in the
              accompanying statements of operations since August 11, 1999 and
              February



                                       27
<PAGE>   28
              18, 2000, respectively. The unaudited results of operations, as if
              ECI and SSI had been acquired at the beginning of fiscal years
              ended June 30, 2000 and 1999, are as follows:

<TABLE>
<CAPTION>
                                                                  For the Year Ended    For the Year Ended
                                                                    June 30, 2000         June 30, 1999
                                                                  ------------------    ------------------
<S>                                                               <C>                   <C>
                     Net revenues                                      $2,601,817            $1,741,662
                     Net loss                                          $8,265,425            $5,584,794
                     Net loss per share                                   ($0.76)               ($0.66)
</TABLE>

       h.     Public Offering

              During the year ended June 30, 2000, the Company completed its
              public offering of its common stock, whereby the Company sold
              2,530,000 shares at $4.00 per share, less underwriting and
              commission expenses. The Company incurred approximately $1,200,000
              of direct expenses in connection with this offering.

       i.     Shares Issued for Settlement

              On October 5, 2000, the Company settled a possible claim by
              several preferred A holders emanating from the Company's failure
              to file a Registration Statement covering approximately 110,000
              shares of common stock underlying the Preferred A stock purchased
              by these holders, whereby the Company issued 200,000 shares of
              restricted common stock to these holders, reduced the exercise
              price of 23,000 previously issued warrants from $4.00 to $1.45 per
              share, and granted an additional warrant to one of the holder to
              purchase 10,000 common shares at $1.45 per share (see j. below).

       j.     Options and Warrants

              During the six months ended December 31, 2000 and the year ended
              June 30, 2000, the Company granted to its employees five-year
              options to purchase 140,176 and 165,000 shares, respectively, of
              its common stock with an exercise price less than market value. As
              a result, the Company recorded deferred compensation of $86,208
              and $178,125 and recognized $86,208 and $26,241 in compensation
              expenses for these options, respectively. The remaining deferred
              compensation will be amortization over the vesting period.

              During the year ended June 30, 2000, the Company granted certain
              consultants options to purchase 98,320 shares of its common stock
              at exercise price ranging from $4.00 to $7.625 per share.
              Accordingly, the Company recorded consulting costs of $262,949
              based on the Black-Scholes Option Price Model.

              Furthermore, the Company granted - 0- and 2,027,963 options to its
              employee with exercise prices equal to or greater than the market
              value of the stock at the grant dates during the six months ended
              December 31, 2000 and the year ended June 30, 2000, respectively.

              Exercise prices for options outstanding at December 31, 2000 and
              June 30, 2000 range from $0.01 to $7.625 and $1.25 to $7.625. The
              number of options exercisable and weighted average exercise price
              for options exercisable at December 31, 2000 and June 30, 2000 was
              1,829,932 and $4.15 and 632,157 shares and $3.62, respectively.

              The following table summarizes the changes in options outstanding
              and the related price ranges for shares of the Company's common
              stock:


                                       28
<PAGE>   29
<TABLE>
<CAPTION>
                                                                                      Weighted
                                                                                      Average
                                                                      Shares       Exercise Price
                                                                    --------       --------------
<S>                                                                 <C>              <C>
                            Outstanding at June 30, 1999            1,441,186        $   4.32
                                Granted                             2,291,283            4.00
                                Exercised                                --
                                Expired or cancelled                 (414,917)           4.32
                                                                    ---------
                            Outstanding at June 30, 2000            3,317,552            3.98
                                Granted                               140,176            0.01
                                Exercised                             (11,601)           0.01
                                Expired or cancelled               (1,616,195)           3.44
                                                                    ---------
                            Outstanding at December 31, 2000        1,829,932            4.15
                                                                    =========
</TABLE>

              During the six months ended December 31, 2000, the Company granted
              to a Preferred A holder a warrant to purchase 10,000 shares of its
              common stock at an exercise price of $1.45 per share (see i.
              above). The warrant is valued at $0.23 per share under the
              Black-Scholes option-pricing model. At of December 31, 2000, the
              changes in warrants outstanding and related price ranges are as
              follows:

<TABLE>
<CAPTION>
                                                                     Weighted Average
                                                          Shares      Exercise Price
                                                         ---------   ----------------
<S>                                                      <C>         <C>
                  Outstanding at June 30, 1999           1,268,683       $2.77
                      Granted                                 --
                      Exercised                               --
                      Expired or cancelled                    --
                                                         ---------
                  Outstanding at June 30, 2000           1,268,683        2.77
                      Granted                               10,000        1.45
                      Exercised                               --
                      Expired or cancelled                    --
                                                         ---------
                  Outstanding at December 31, 2000       1,278,683        2.76
                                                         =========
</TABLE>

              For disclosure purposes in accordance with SFAS No. 123, the fair
              value of each stock option grant is estimated on the date of grant
              using the Black-Scholes option-pricing model with the following
              weighted-average assumptions used for stock options granted during
              the six months ended December 31, 2000 and the year ended June 30,
              2000, respectively: annual dividends of $0.00, expected volatility
              of 129% at December 31, 2000 and 84% at June 30, 2000, risk-free
              interest rate of 6.0% and 6.1% and expected life of five years for
              both the six months ended December 31, 2000 and for the year ended
              June 30, 2000, respectively. The weighted-average fair value of
              the stock options granted during the six months ended December 31,
              2000 and for the year ended June 30, 2000 was $0.62 and $1.69,
              respectively.

              If the Company recognized compensation cost for the employee stock
              option plan in accordance with SFAS No. 123, the Company's pro
              forma net loss and loss per share would have been approximately,
              $17,302,000 and $8,429,000, and $1.15 and $0.78, respectively, in
              the six months ended December 31, 2000 and the year ended June 30,
              2000.

8.    COMMITMENTS AND CONTINGENCIES

       a.     The Company has two five-year lease agreements expiring September
              30, 2001 and December 14, 2002, respectively. One of the leases
              has an option to extend the term for a two-year period. In
              addition, the Company has a two-year lease expiring December 31,
              2003 for its Ohio office. Rent expense was approximately $86,000
              and $140,000 for the six months ended December 31, 2000 and for
              the year ended June 30, 2000, respectively. The future minimum
              rental payments to be made under noncancellable operating leases
              as of December 31, 2000 are as follows:

<TABLE>
<CAPTION>
               For the Year Ending December 31,                      Amount
               --------------------------------                      ------
<S>                                                                <C>
                             2001                                  $ 83,100
                             2002                                    69,600
                             2003                                    48,000
</TABLE>


                                       29
<PAGE>   30
              On December 1, 2000, the Company entered into a Lease Surrender
              and Termination Agreement with the former landlord for its old
              office space. The Company paid a termination fee of $50,969 and
              forfeiture of security deposit of $33,494. In addition, the
              Company wrote-off the leasehold improvement of approximately
              $106,000.

              The Company pays no rent during the fifth year on the lease that
              expiring on September 30, 2001. The Company has not recorded
              deferred rent credit and recorded rent expenses when payment was
              made based upon the fact that the Company did not expect to stay
              in this building on the fifth year at the time the lease was
              executed.

       b.     Effective February 1999, the Company entered into three-year
              employment agreements with two officers who are principal
              stockholders of the Company. These agreements subsequently were
              extended for one year. As of December 31, 2000, total future
              commitments under these two employment agreements approximated
              $1,181,000 payable through February 11, 2003. The Company also has
              two employment agreements with the Former Stockholders in
              connection with the acquisition of SSI (see Note 7). These
              employment agreements have been terminated on September 1, 2000
              and replaced by consulting agreements (see d. below).

       c.     The Company has an agreement with an agency for marketing and
              public relations services commencing April 1, 1999 with no
              expiration date. Either party may terminate agreement by notifying
              the other party within sixty days prior to the date of
              termination. The Company has agreed to pay the agency a monthly
              rate of $7,000 to compensate the agency for services in the
              following areas: strategic counseling, in-house research,
              advertising and public relations. This agreement was terminated in
              April 2000 and the Company paid the consultant approximately
              $139,000.

       d.     On March 20, 2000, the Company entered into a forty-two (42) month
              agreement with a consultant to provide services for management
              consulting, business advisory and public relations. The Company
              has agreed to pay the consultant $133,000 a year through September
              1, 2000 and $54,000 annually through September 1, 2003, plus stock
              option and other benefits.

              On September 1, 2000, the Company entered into two consulting
              agreements with two former employees to provided consulting
              services on its college and high school programs. The Company has
              agreed to pay these consultants $11,250 monthly compensation each
              plus stock options and other benefits.

              As of December 31, 2000, total future commitments under the above
              consulting agreements approximated $230,000 payable through
              September 1, 2003.

9.     DISCONTINUED OPERATIONS

       During the year ended June 30, 2000, the Company sold its web hosting and
       online training businesses resulting for a gain of $513,716. Revenue from
       web hosting and online training businesses during the year ended June 30,
       2000 was $110,066 and $162,962, respectively.

       The Company believes that the Internet is going to be an integral part of
       its continuing operations, both the web hosting and online training
       businesses are considered as part of the Internet business. Accordingly,
       the above transactions do not satisfy the criteria of APB No. 30,
       "Discontinue Operations". Accordingly, the results of these discontinued
       segments are not presented separately as discontinued operations in the
       accompanying statements of operations.

10.    INCOME TAXES

       The Company accounts for its income taxes under SFAS No. 109, "Accounting
       for Income Taxes" which requires the recognition of deferred tax assets
       and liabilities for both the expected impact of differences between the
       financial statements and tax basis of assets and liabilities, and for the
       expected future tax benefit to be derived from tax loss and tax credit
       carryforwards. At December 31, 2000 and June 30, 2000, the


                                       30
<PAGE>   31
      Company had net operating loss carryforwards of approximately $28,734,000
      and $11,683,000, expiring through 2019. SFAS No. 109 additionally requires
      the establishment of a valuation allowance to reflect the likelihood of
      realization of deferred tax assets. At December 31, 2000 and June 30,
      2000, a valuation allowance for the full amount of the deferred tax asset
      was recorded because of operating losses incurred and the uncertainties as
      to the amount of taxable income that would be generated in the future
      years.

      The components of the net deferred tax asset consist of the following:

<TABLE>
<CAPTION>
                                     December 31, 2000     June 30, 2000
                                     -----------------     -------------
<S>                                  <C>                   <C>
Net operating loss carryforwards       $ 10,057,000        $ 4,089,000
Valuation allowance                     (10,057,000)        (4,089,000)
                                       ------------        -----------
                                       $    --             $     --
                                       ============        ===========
</TABLE>

      The provision for income taxes differs from the amount computed applying
      the statutory federal income tax rate to income before income taxes as
      follows:

<TABLE>
<CAPTION>
                                                         December 31, 2000   June 30, 2000
                                                         -----------------   -------------
<S>                                                      <C>                 <C>
Income tax benefit computed at statutory rate at 35%       $(5,968,000)       $(2,759,000)
Goodwill amortization and impairment                         4,537,000            264,000
Tax benefit not recognized                                   1,431,000          2,495,000
                                                           -----------        -----------
         Provision for income taxes                        $      --          $      --
                                                           ===========        ===========
</TABLE>

11.   ACCOUNTING DEVELOPMENTS:

      In June 2000, the FASB issued SFAS No. 138, Accounting for Certain
      Derivative Instruments and Certain Hedging Activities, which amends the
      accounting and reporting standards of SFAS No. 133. SFAS No. 133 was
      previously amended by SFAS No. 137, which deferred the effective date of
      SFAS No. 133 to fiscal years commencing after June 15, 2000. The Company
      does not believe that the adoptions of SFAS No. 138 and SFAS No. 133 have
      a material impact on the Company's results of operations.

      In March 2000, the FASB issued Interpretation (FIN) No. 44, Accounting for
      Certain Transactions Involving Stock Compensation - an Interpretation of
      APB Opinion No. 25, which effective on July 1, 2000. The Company adopted
      the provisions of FIN No. 44 as of July 1, 2000.


12.   SUBSEQUENT EVENTS



      Purchase Agreement/Note Payable



      On February 2, 2001, the Company entered into an agreement with an
      unrelated buyer to purchase substantially all of the assets of the
      Company  for $5,400,000 (subject to reduction as described below) in cash
      and assume substantially all of the liabilities of the Company. The
      purchase price is subject to reduction if the value of the liabilities
      assumed by buyer exceeds the value of the Company's tangible assets and
      certain other assets at the time of the closing. The completion of this
      transaction is subject to certain conditions, such as approval from
      stockholders of the Company. The purchase agreement was amended and
      restated on May 2, 2001, and, as of May 14, 2001, the proposed sale of
      assets has not been completed. In connection with the proposed sale of
      assets, the Company has agreed to pay to two former officers $300,000
      each from the proceeds of the sale in exchange for 1,625,000 shares of
      the Company's common stock. This payment ($600,000 in total) will be
      recorded as a purchase of treasury stock at market value with the
      remainder to compensation expenses. The Company also agreed to pay to
      these two former officers cash bonuses of $212,500 promptly after the
      closing of the sale of assets. Separately, the proposed buyer of the
      assets has advanced $925,000 to the Company in five installments since
      November 30, 2001. The first four outstanding advances are evidenced by
      an interest-bearing promissory note dated November 30, 2000, in the
      principal amount of $250,000, a second interest-bearing promissory note
      dated December 15, 2000, also in the principal amount of $250,000, a
      third interest-bearing promissory note dated February 16, 2001, also in
      the principal amount of $250,000, and a fourth interest-bearing promissory
      note dated February 26, 2001, in the principal amount of $75,000. A fifth
      advance, for $100,000 was made on March 20, 2001, under a $350,000 line
      of credit from TMP. Accrued interest of $2,917 was included in the
      outstanding balance at December 31, 2000.



      Legal Proceeding (Unaudited):



      On April 12, 2001, a group of the Company's shareholders commenced a
      purported class action litigation against the Company for claims relating
      to the Company's failure to register for resale the shares issued to
      these shareholders in connection with the August 10, 1999 acquisition of
      ECI, Inc. The shareholders allege that such registration was required by
      a registration agreement between them and the Company. Management intends
      to vigorously defend the Company against the claims raised in the
      shareholders' complaint and has asserted counterclaims. Because this case
      commenced so recently, neither management nor the Company's general
      counsel are able to predict the outcome of the case or its possible
      effect on the financial position of the Company. For further information,
      please refer to page 7 of the Company's Annual Report on Form 10-KSB/A.


                                       31
<PAGE>   32
PART III


Item 9.   Directors and Executive Officers of the Registrant

Our board of directors is divided into three classes, labeled Class I, Class II
and Class III, with the term of one of the three classes of directors expiring
each year at our annual meeting or special meeting held in lieu of our annual
meeting. The number of directors has been fixed at six, and there is currently
one vacancy on the board of directors for a Class I director and one vacancy for
a Class II director.

Our principal executive officers and directors are as follows:

<TABLE>
<CAPTION>
                NAME                      AGE                         POSITION
                ----                      ---                         --------
<S>                                        <C>       <C>
         Richard A. Fisher                 54        Chairman of the Board and General Counsel
         Kevin J. High                     36        Director
         Mark Rogers                       40        Director
</TABLE>

Richard A. Fisher, Chairman of the Board. Mr. Fisher has been chairman of our
board of directors and general counsel since February 1999. Mr. Fisher is a
Class III director and serves until our 2002 annual meeting or until his
successor is elected and qualified. Mr. Fisher was a co-founder of our
predecessor, where he served as chairman of the board and general counsel from
August 1996 to February 1999. From January 1996 to August 1996, Mr. Fisher
provided legal and other counseling services to a number of start-up and early
stage companies. From July 1987 through September 1994, Mr. Fisher was chairman,
chief executive officer and general counsel of, and from October 1994 to
December 1995, a consultant to, Quadrax Corporation, which he co-founded to
engage in the manufacture and sale of advanced composite materials. Mr. Fisher
was a tax and corporate partner in Boston, Massachusetts law firm of Foley, Hoag
and Eliot, LLP, which is our legal counsel, and Assistant to the Chief counsel
of the Internal Revenue Service in Washington, D.C. Mr. Fisher holds a BA in
Economics from Northwestern University (1968) and a Juris Doctor from the
University of Virginia Law School (1971).

Kevin J. High. Mr. High has been one of our directors since February 1999. Mr.
High served as our president from February 1999 until November 11, 1999. Mr.
High is a Class III director and serves until our 2002 annual meeting or until
his successor is elected and qualified. Mr. High was a co-founder of our
predecessor, where he served as vice president from April 1996 to December 1996
and from December 1996 to February 1999 as chief executive officer. From April
1991 to April 1996, Mr. High served as branch manager of the Middletown, Rhode
Island office of the Corporate Securities Group, Inc. Mr. High served as a vice
president of Shearson Lehman Brothers, a national brokerage firm, from August
1989 to April 1991.

Mark Rogers. Mr. Rogers has been one of our directors since February 1999 and
served as a director of our predecessor from April 1998 to February 1999. Mr.
Rogers is a Class II director who serves until our 2001 annual meeting or until
his successor is elected and qualified. Since 1989, Mr. Rogers has been a
principal in NFT Ventures, including acting as interim chief executive officer
and chief financial officer as well as managing the venture capital fund. Mr.
Rogers serves as an advisor to several computer software companies in
California, Utah and


                                       32
<PAGE>   33
Texas and is a director of several other high-tech companies. Mr. Rogers holds a
BBA from Pace University (1981).

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, to file reports of ownership and
change in ownership with the Securities and Exchange Commission and The Nasdaq
Stock Market. Officers, directors and greater-than-ten percent stockholders are
required by Securities and Exchange Commission regulations to furnish us with
all Section 16(a) forms they file. The Company believes that all section 16(a)
filing requirements applicable to its officers, directors and greater-than-10%
stockholders were fulfilled in a timely manner, except that each Kevin High and
Richard Fisher failed to report an option grant on Form 5 in a timely manner.
Based solely on review of the copies of such forms received by CollegeLink, we
believe that during the fiscal year ended December 31, 2000, all officers,
directors and greater-than-ten percent stockholders complied with all Section
16(a) filing requirements, except that each of Richard Fisher and Kevin High
omitted to file a timely report on Form 4 to report the granting of options to
acquire common stock in September 2000.

Item 10.   Executive Compensation

Director Compensation

Outside Directors who are not principals of shareholders who own more than 10%
of our common stock receive an annual option to purchase 10,000 shares of our
common stock. The price is determined as the closing bid price of the stock on
the date of our annual meeting. Further, each director entitled to a grant of
options receives annual compensation of $1,000. All Directors receive
reimbursement for out-of-pocket expenses incurred in attending meetings of the
Board.

Executive Compensation Summary

The following table sets forth the total compensation paid or accrued for our
chief executive officers who were employed by us at December 31, 2000
(collectively, the "Named Executive Officers"), and previous executive
compensation reported.



<TABLE>
<CAPTION>
                                              ANNUAL COMPENSATION
                                              -------------------
                                                                                     SECURITIES
          NAME AND               FISCAL YEAR                       OTHER ANNUAL      UNDERLYING       ALL OTHER
     PRINCIPAL POSITION             ENDED              SALARY      COMPENSATION       OPTIONS       COMPENSATION
     ------------------          -----------           ------      ------------      ----------     ------------
<S>                           <C>                     <C>          <C>               <C>            <C>
     Richard A. Fisher        December 31, 2000       $ 80,769         --              16,772           --
     Chairman, CEO              June 30, 2000         $222,845         --             106,000           --
                                June 30, 1999         $105,093         --             414,412           --
                                June 30, 1998         $ 60,622                           --
</TABLE>


                                       33
<PAGE>   34
<TABLE>
<S>                           <C>                     <C>          <C>               <C>            <C>

     Patrick O'Brien          December 31, 2000        $ 36,346        --                --             --
     CEO                        June 30, 2000         $ 83,147                        200,000           --

     Kevin J. High            December 31, 2000       $ 70,269         --              15,094           --
     Investor Relations         June 30, 2000         $193,825         --             105,400           --
                                June 30, 1999         $126,040                        414,412
                                June 30, 1998         $ 90,865         --                --             --
</TABLE>

In addition to the above compensation, we paid personal life insurance premiums
for Richard Fisher and Kevin High of $4,541 and $7,864 respectively.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information regarding the
beneficial ownership of the CollegeLink's voting securities as of February 5,
2001, by (i) each person or entity known to us to own beneficially five percent
or more of any series of preferred stock and common stock, (ii) each of our
directors, (iii) each of our named executive officers, and (iv) all of our
directors and executive officers as a group. Except as otherwise noted, each
beneficial owner has sole voting and investment power with respect to the shares
shown.

COMMON STOCK:

<TABLE>
<CAPTION>
                                                                   NUMBER OF SHARES                PERCENT
                                                                     BENEFICIALLY              OF COMMON STOCK
           NAME AND ADDRESS OF BENEFICIAL OWNER(1)                     OWNED (2)                 OUTSTANDING
           ---------------------------------------                     ---------                 -----------
<S>                                                                <C>                         <C>
EER Systems, Inc.........................................            1,587,001 (3)                  10.3%
        3750 Centerview Drive
        Chantilly, Virginia 20151
Kevin J. High............................................            1,498,070 (4)                  9.5%

Richard A. Fisher........................................            1,212,662 (5)                  7.7%

PNC Investment Corp......................................            1,000,000 (6)                  6.1%
        One PNC Plaza
        249 Fifth Avenue
        Pittsburgh, Pennsylvania 15222

Mark Rogers..............................................              166,420 (7)                  1.1%
All directors and executive officers as a group
   (3 persons)............................................           2,877,152 (8)                  17.8%
</TABLE>

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

(1)    Unless otherwise noted, each stockholder's address is c/o CollegeLink.com
       Incorporated, 251 Thames Street, Bristol, Rhode Island 02809.

(2)    Beneficial ownership is determined in accordance with the rules of the
       Securities and Exchange Commission and generally includes voting or
       investment power with respect to securities. Except as indicated, each
       person possesses sole voting and investment power with respect to all of
       the shares of common stock owned by such person, subject to community
       property laws where applicable. In computing the number of shares
       beneficially owned by a person and


                                       34
<PAGE>   35
       the percentage ownership of that person, shares of common stock subject
       to options held by that person that are currently exercisable, or become
       exercisable by April 6, 2001 (60 days after February 5, 2001), are deemed
       outstanding. Such shares, however, are not deemed outstanding for the
       purpose of computing the percentage ownership of any other person.
       Percentage ownership is based on 15,366,660 shares of common stock
       outstanding on February 5, 2001, plus securities deemed to be outstanding
       with respect to individual stockholders pursuant to Rule 13d-3(d)(1)
       under the Exchange Act.

(3)    Includes 86,476 shares owned by affiliates of EER Systems.

(4)    Includes 414,412 shares of common stock subject to options exercisable by
       April 6, 2001.

(5)    Includes 781,479 shares of common stock held by Karen B. Fisher, the wife
       of Richard A. Fisher, and 414,412 shares of common stock issuable upon
       exercise of stock options issued to Richard A. Fisher, which are
       exercisable by April 6, 2001.

(6)    Includes 1,000,000 shares of common stock issuable upon conversion of the
       Series C Preferred Stock.

(7)    Includes 5,000 shares of common stock subject to options exercisable by
       April 6, 2001.

(8)    Includes 887,355 shares of common stock subject to options exercisable by
       April 6, 2001.


PREFERRED STOCK:

<TABLE>
<CAPTION>
                                                                  NUMBER OF SHARES                PERCENT
                                                                    BENEFICIALLY            OF PREFERRED STOCK
                  NAME OF BENEFICIAL OWNER                            OWNED (1)               OUTSTANDING (2)
                  ------------------------                            ---------               ---------------
<S>                                                               <C>                       <C>
     PNC Investment Corp..................................          1,000,000 (3)                  46.7%
         One PNC Plaza
         249 Fifth Avenue
         Pittsburgh, PA 15222
     Provident Accident and Insurance Co..................           750,000 (4)                   35.0%
         One Fountain Square
         Chattanooga, TN 37402
     Bost & Co............................................           250,000 (5)                   11.7%
         c/o North American
          Management Corp.
         Ten Post Office Square
         Suite 300
         Boston, MA 02109
</TABLE>

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

(1)    Beneficial ownership is determined in accordance with the rules of the
       Securities and Exchange Commission and generally includes voting or
       investment power with respect to securities. Except as indicated, each
       person possesses sole voting and investment power with respect to all of
       the shares of preferred stock owned by such person, subject to community
       property laws where applicable.

(2)    Based on 2,140,000 shares of preferred stock outstanding as of December
       13, 2000, including Series A Preferred Stock and Series C Preferred
       Stock.

(3)    Consists of 1,000,000 shares of Series C Preferred Stock. The Series C
       Preferred Stock does not have voting rights (except with respect to the
       election of one director under certain circumstances) but is convertible
       into Common Stock. See "Common Stock" table.

(4)   Consists of 750,000 shares of Series A Preferred Stock.

(5)    Consists of 250,000 shares of Series A Preferred Stock.

The following table sets forth grants of stock options to each of the Named
Executive Officers during the fiscal year ended December 31, 2000. No stock
appreciation rights were granted during the fiscal year ended December 31, 2000.




                                       35
<PAGE>   36
<TABLE>
<CAPTION>
                                                INDIVIDUAL GRANTS
                                                -----------------
                              NUMBER OF      PERCENT OF
                              SECURITIES    TOTAL OPTIONS      EXERCISE
                              UNDERLYING                       OR BASE
                               OPTIONS      EMPLOYEES IN         PRICE        EXPIRATION
  NAME                         GRANTED     FISCAL YEAR (1)     PER SHARE        DATE
  ----                        ----------   ---------------     ---------      ----------
<S>                          <C>           <C>                 <C>            <C>
  Richard A. Fisher             16,772          1.30%          $0.01            3/15/2001
  Kevin High                    15,094          1.17%          $0.01            3/15/2001
</TABLE>

       (1)    Based on an aggregate of 128,575 shares subject to options granted
              to employees during fiscal year 2000.

Option Exercises and Fiscal Year-End Values

The following table sets forth certain information regarding stock options
exercised by Named Executive Officers in the fiscal year ended December 31,
2000, and exercisable and unexercisable stock options held as of December 31,
2000 by each of the Named Executive Officers. The value of unexercised
in-the-money options has been calculated by determining the difference between
the exercise price per share payable upon exercise of such options and the
closing market price on December 31, 2000.


<TABLE>
<CAPTION>
                                                        NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                            SHARES                     UNDERLYING UNEXERCISED            IN-THE-MONEY OPTIONS
                           ACQUIRED                      OPTIONS AT YEAR-END                 AT FISCAL YEAR-END
                             ON         VALUE
                           EXERCISE    REALIZED    EXERCISABLE    UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
                           --------    --------    -----------    -------------     -----------     -------------
<S>                        <C>         <C>         <C>            <C>               <C>             <C>
  Richard A. Fisher           --           --      431,083            106,000            $0               $0
  Kevin J. High               --           --      429,506            105,400            $0               $0
  Patrick O'Brien             --           --            0            200,000            $0               $0
  Lonergan Harrington         --           --            0            500,000            $0               $0
  Tom Burgess                 --           --            0            300,000            $0               $0
</TABLE>

Item 12.   Certain Relationships and Related Transactions

In fiscal year ended December 31, 2000, the Company's directors unanimously
approved the reacquisition of certain assets from ConferenceNow.com Incorporated
("ConferenceNow"), a corporation in which Richard Fisher and Kevin High, two of
the Company's directors, were shareholders. The assets had previously been
acquired by ConferenceNow from the Company and were used to develop online
conferencing technology. The transaction was entered into in order to enable the
Company to transfer the assets to TMP Worldwide Inc. as part of the sale of
substantially all of the Company's assets to TMP. In connection with the
transaction, the Company, Mr. Fisher and Mr. High surrendered their shares of
ConferenceNow, and promissory notes issued by Mr. Fisher and Mr. High to the
Company in the aggregate amount of $120,000 were cancelled .

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)   The following documents are filed as part of the Report.

1.    Financial Statements (see index to financial statements)


                                       36
<PAGE>   37
2.    Financial Statement Schedule - None

(b)   Reports on Form 8-K

1.    Form 8K, Change in Fiscal Year, filed on February 13, 2001

(c)   Exhibits:

The following exhibits are filed as part of or incorporated by reference into
this Report:

EXHIBIT           DESCRIPTION

 2.1              Articles of Merger between the Company and Cytation
                  Corporation, dated February 11, 1999(1)

 2.2              Plan of Merger of the Company and Cytation Corporation, dated
                  February 11, 1999(1)

 2.3              Articles of Merger between CollegeLink.com Incorporated and
                  ECI, Inc., dated August 10, 1999(2)

 2.4              Certificate of Merger of CollegeLink.com Incorporated and ECI,
                  Inc., dated August 10, 1999(2)

 2.5              Agreement and Plan of Merger of the Company and ECI, Inc.,
                  dated August 10, 1999(2)

 2.6              Certificate of Ownership and Merger between the Company and
                  CollegeLink.com Incorporated, dated November, 15, 1999(2)

 2.7              Agreement and Plan of Merger between the Company and
                  CollegeLink.com Incorporated, dated November 15, 1999(2)

 3.1              Amended and Restated Certificate of Incorporation of the
                  Company(2)

 3.2              By-Laws of the Company(2)

 4.1              Please see Exhibits 3.1 and 3.2 for provisions of the Amended
                  and Restated Certificate of Incorporation and By-Laws of the
                  Company defining the rights of holders of the common stock of
                  the Company

10.1              Series A Convertible Stock Purchase Agreement, dated April 2,
                  1999, between the Company and Provident Life and Accident
                  Insurance Company (3)

10.2              Escrow Agreement by and among the Company, Gerald A. Paxton,
                  Thomas J. Burgess and Eastern Bank and Trust Company dated as
                  of August 10, 1999(2)

10.3              Registration Agreement by and among the Company, Gerald A.
                  Paxton, Thomas J. Burgess and ECI, Inc., dated as of August
                  10, 1999(2)

10.4              Consulting Agreement by and among the Company, Gerald A.
                  Paxton and CollegeLink.com Incorporated dated as of August 10,
                  1999(2)

10.5              Letter Agreement by and among the Company, ECI, Inc. and USA
                  Group Noel-Levitz, Inc. dated as of July 28, 1999(2)

10.6              Registration Rights Agreement by and among the Company and USA
                  Group Noel-Levitz, Inc. dated as of July 28, 1999(2)

10.7              Lease by and between Victoria S. Tarsagian and Web Services
                  International, Inc. dated as of July 29, 1996(2)


                                       37
<PAGE>   38
10.8              1996 Stock Plan(2)

10.9              1999 Stock Option Plan(2)

10.10             Stock Purchase Agreement, dated September 30, 1999, between
                  the Company and PNC Investment Corp.(2)

10.11             Marketing Services and Administrative Agreement, dated
                  September 30, 1999, between the Company and PNC Investment
                  Corp.(2)

10.12             Employment Agreement, dated February 11, 1999, between the
                  Company and Richard Fisher(2)

10.13             Employment Agreement, dated February 11, 1999, between the
                  Company and Kevin High(2)

10.14             Agreement, dated June 30, 1999, between the Company and the
                  College Entrance Examination Board(2)

10.15             Form of Lock-Up Agreement(2)

10.16             Lease dated September 22, 1999 between the Company and
                  Midview, LLC(2)

10.17             Agreement and Plan of Merger dated as of October 20, 1999 by
                  and among Cytation.com Incorporated, CollegeLink.com,
                  Incorporated, Student Success, Inc., Bradford J. Baker,
                  Patrick S. O'Brien and the Patrick S. O'Brien Stock Trust(2)

10.18             Support Agreement dated as of October 20, 1999 by and between
                  the Company and Bradford J. Baker(2)

10.19             Support Agreement dated as of October 20, 1999 by and between
                  the Company and Patrick S. O'Brien(2)

10.20             Support Agreement dated as of October 20, 1999 by and between
                  the Company and the Patrick S. O'Brien Stock Trust(2)

10.21             Noncompetition and Employment Agreement dated as of October
                  20, 1999 among CollegeLink.com Incorporated, Cytation.com
                  Incorporated and Bradford J. Baker(2)

10.22             Noncompetition and Employment Agreement dated as of October
                  20, 1999 among CollegeLink.com Incorporated, Cytation.com
                  Incorporated and Patrick S. O'Brien(2)

10.23             Series A Convertible Preferred Stock Purchase Agreement, dated
                  as of October 26, 1999, between the Company and Bost & Co.(2)

10.24             Partner Contract dated September 8, 1999 between Student
                  Advantage, Inc. and CollegeLink.com(2)

10.25             FastWeb CollegeLink Agreement dated November 22, 1999 between
                  FastWeb.com LLC and CollegeLink.com Incorporated(2)

10.26             Employment Agreement, dated as of July 1, 1999, between the
                  Company and Thomas Burgess(2)

10.27             Amendment dated as of November 11, 1999, to Employment
                  Agreement between Cytation.com Incorporated and Richard A.
                  Fisher(2)

10.28             Amendment dated as of November 11, 1999, to Employment
                  Agreement between Cytation.com Incorporated and Kevin J.
                  High(2)

10.29             Consulting Agreement dated October 13, 1999, between
                  Cytation.com Incorporated and Bruce Sundlun(2)


                                       38
<PAGE>   39
10.30             Series A Lock-Up Agreement(2)

10.31             Consulting Agreement dated September 8, 2000 between
                  CollegeLink.com and Bradford J. Baker(4)

10.32             Consulting Agreement dated September 8, 2000 between
                  CollegeLink.com and Patrick S. O'Brien(4)

21.1              List of Subsidiaries of the Company(2)

24.1              Power of Attorney (contained on the signature page of this
                  Registration Statement)



(1) Incorporated by reference from the Company's Form 8-K, Current Report, filed
March 18, 1999, and later amended on April 2, 1999.

(2) Filed as Exhibit to the Company's Registration Statement No. 333-85079 on
Form SB-2 and incorporated herein by reference.

(3) Incorporated by reference from the Company's Form 8-K, Current Report, filed
April 27, 1999.

(4) Incorporated by reference from the Company's Form 10-QSB, filed
November 20, 2000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10-KSB/A to be
signed on its behalf by the undersigned, thereunto duly authorized.


Dated:  May 14, 2001                             COLLEGELINK.COM INCORPORATED



                                                 By:   /s/ RICHARD A. FISHER
                                                 ----------------------------
                                                 Richard A. Fisher
                                                 Chairman

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


<TABLE>
<CAPTION>
               SIGNATURE                         DATE                                  TITLE
               ---------                         ----                                  -----
<S>                                         <C>                  <C>
         /S/ RICHARD A. FISHER              May 14, 2001         Chairman of the Board
         ---------------------                                   (Principal Executive, Financial and Accounting
         RICHARD A. FISHER                                       Officer)


         /S/ KEVIN J. HIGH                  May 14, 2001         Director
         -----------------
         KEVIN J. HIGH

         /S/ MARK ROGERS                    May 14, 2001         Director
         ---------------
         MARK ROGERS
</TABLE>



                                       39

</TEXT>
</DOCUMENT>
</SUBMISSION>
